Common use of Tax Return Filing Clause in Contracts

Tax Return Filing. (a) Sellers shall prepare and timely file, or shall cause to be prepared and timely filed, all Tax Returns required to be filed in respect of the Transferred Entities that are required to be filed on or before the Relevant Closing Date (as applicable to each Transferred Entity). Sellers shall pay, or cause to be paid, all Taxes of the Transferred Entities due with respect to Tax Returns required to be filed on or before the Principal Closing Date where such Taxes are required by applicable Law to be paid on or before the Principal Closing Date. The Sellers are required to pay or to procure that the Transferred Entities shall pay all Taxes due with respect to Tax Returns of the Deferred Business Transferred Entities that are required to be filed after the Principal Closing Date and on or before a Deferred Closing Date where such Taxes are required by applicable Law, in force at the Principal Closing Date, to be paid on or before the Deferred Closing Date. All Tax Returns required to be prepared by Sellers pursuant to this Section 6.01(a) shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Principal Closing Date or accelerating deductions to periods ending on or before the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Tax Return required to be filed after the Principal Closing Date and on or before a Deferred Closing Date, Sellers shall submit a draft of such Tax Return to Buyer for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer provided no later than ten (10) days prior to filing any such Tax Return. (b) Except to the extent described in Section 6.01(a) and Section 6.01(c), Buyer shall prepare and timely file, or cause to be prepared and timely filed, any Tax Return required to be filed in respect of the Transferred Entities for a Pre-Closing Tax Period or for a Tax period beginning on or prior to the Deferred Closing Date and ending after the Deferred Closing Date (a “Pre-Closing Buyer Prepared Tax Return”), and the Sellers shall pay, or cause to be paid, to Buyer all Taxes of the Transferred Entities due with respect to such Tax Returns to the extent allocable to the Pre-Closing Tax Period or that are Seller Deferred Closing Taxes on or before payment of such Taxes is due to the Tax Authority; provided, that Sellers shall not be required to pay or cause to be paid any such Taxes to the extent such Taxes were included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness. If the Taxes shown as allocable to the Pre-Closing Tax Period or Seller Deferred Closing Taxes on a Pre-Closing Buyer Prepared Tax Return are less than the amount included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness, Buyer shall refund such excess to Seller at least five (5) Business days before payment of such Taxes is due to the Tax Authority. Pre-Closing Buyer Prepared Tax Returns shall be prepared by treating items on such Pre-Closing Buyer Prepared Tax Returns in a manner consistent with the past practices of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of recognition of income to periods ending on or before the Principal Closing Date or delaying deductions to periods ending after the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Pre-Closing Buyer Prepared Tax Return, Buyer shall submit a draft of such Pre-Closing Buyer Prepared Tax Return to Sapphire for Sapphire’s review and comment and shall incorporate any reasonable comments of Sapphire provided no later than ten (10) days prior to filing any such Straddle Period Tax Return. Sapphire shall reimburse Buyer for any reasonable out-of-pocket costs and expenses (including fees paid to an accounting firm) incurred in preparing any Buyer Prepared Pre-Closing Tax Return that relate to taxable years or periods ending on or before the Principal Closing Date. (c) If a Transferred Entity joins a Retained Entity as a member of an affiliated, consolidated, combined or unitary group for any Pre-Closing Tax Period (a “Combined Return”), the Sellers shall prepare and timely file, or cause to be prepared and timely filed, any such Combined Return. To the extent relating to a Transferred Entity, such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Principal Closing Date or accelerating deductions to periods ending on or before the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Combined Return, Sellers shall submit a draft of the separate Tax Return of the applicable Transferred Entities required to be included in the Combined Return for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer to the extent related to the Transferred Entities provided no later than ten (10) days prior to filing any such Combined Return. For the avoidance of doubt, the Sellers shall not be required to submit and Buyer shall have no right to review any Combined Return as a whole.

Tax Return Filing. (aA) Sellers shall prepare and timely file, or shall cause to be prepared and timely filed, all Tax Returns required to be filed in respect of the Transferred Entities that are required to be filed on or before the Relevant Closing Date (as applicable to each Transferred Entity). Sellers shall pay, or cause to be paid, all Taxes of the Transferred Entities due with respect to Tax Returns required to be filed on or before the Principal Closing Date where such Taxes are required by applicable Law to be paid on or before the Principal Closing Date. The Sellers are required to pay or to procure that the Transferred Entities shall pay all Taxes due with respect to Tax Returns of the Deferred Business Transferred Entities that are required to be filed after the Principal Closing Date and on or before a Deferred Closing Date where such Taxes are required by applicable Law, in force at the Principal Closing Date, to be paid on or before the Deferred Closing Date. All Tax Returns required to be prepared by Sellers pursuant to this Section 6.01(a) shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Principal Closing Date or accelerating deductions to periods ending on or before the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Tax Return required to be filed after the Principal Closing Date and on or before a Deferred Closing Date, Sellers shall submit a draft of such Tax Return to Buyer for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer provided no later than ten (10) days prior to filing any such Tax Return. (b) Except to the extent described in Section 6.01(a) and Section 6.01(c), Buyer shall prepare and timely file, or cause to be prepared and timely file or cause to be timely filed all Tax Returns for Pre-Closing Tax Periods and Straddle Periods of the Company and each of its Subsidiaries that have not been filed on or prior to the Closing Date (collectively, the “Pre-Closing Tax Returns”). Following the date hereof, the parties agree that with respect to any Pre-Closing Tax Returns for the 2018 calendar year, the Company and its Subsidiaries will engage their existing tax return preparer to prepare such Tax Returns (at the direction of Buyer) and shall reasonably cooperate with Buyer to begin the preparation of such Tax Returns prior to the Closing. The Buyer shall prepare and file or cause to be prepared and filed, any the Pre-Closing Tax Returns in good faith in a manner that is consistent with the prior practice of the Company except as otherwise required by Law. The Buyer shall deliver all Pre-Closing Tax Returns to the Sellers’ Representative for review and comment at least 20 days prior to the due date (including valid extensions) for filing such Tax Returns (except in the case of a non-income Tax Return required where such 20-day period is not practical, in which case as soon as practical). Within 10 days of receiving a draft of such Tax Return (except in the case of a non-income Tax Return received less than 10 days prior to be filed the due date, in respect which case as soon as practical) the Sellers’ Representative shall provide written comments to the Buyer. The Buyer and the Sellers’ Representative shall attempt to resolve any dispute relating to the preparation of the Transferred Entities Pre-Closing Tax Returns through good faith negotiation subject to the dispute resolution procedures of Section 6(d)(ix). In no event shall the provision of comments by the Sellers’ Representative prevent the Buyer from timely filing any Pre-Closing Tax Return; provided, however, that in the event that the Independent Accountants have not yet resolved any such Tax Dispute prior to the deadline for filing such Pre-Closing Tax Return (including any extensions), the Buyer shall be entitled to file such Pre-Closing Tax Return (or amendment) as prepared by the Buyer subject to amendment to reflect the resolution when rendered by the Independent Accountants. No later than five (5) Business Days prior to the due date of each such Tax Return, Sellers’ Representative shall pay to Buyer the amount of Taxes shown due on the Tax Return prepared by Buyer under this Section 6(d)(ii)(A) with respect to the Company and its Subsidiaries (taking into account estimated taxes paid on or before the Closing Date) to the extent it is the responsibility and obligation of the Sellers pursuant to the provisions of Section 6(d)(i) (such Taxes as shown due for the Pre-Closing Tax Period and the Straddle Period (to the extent attributable to the Pre-Closing Straddle Period) shall be defined as, the “Sellers’ Allocable Pre-Closing Taxes”). An exact copy of any Pre-Closing Tax Return filed by Buyer under this Section 6(d)(ii) shall be provided to Sellers’ Representative as soon as reasonably practicable after such Tax Return is filed. (B) Notwithstanding anything to the contrary in this Agreement, until the Tax Expiration Date, none of the Buyer, the Company or any of its Subsidiaries shall amend a Tax Return relating to the Company or any of its Subsidiaries with respect to a Pre-Closing Tax Period or for a Tax period beginning on make or prior to the Deferred Closing Date and ending after the Deferred Closing Date (a “Pre-Closing Buyer Prepared Tax Return”), and the Sellers shall pay, or cause to be paid, to Buyer all Taxes of the Transferred Entities due change an election with respect to such Tax Returns to the extent allocable to the a Pre-Closing Tax Period without the prior written consent of Sellers’ Representative (such consent not to be unreasonably withheld, conditioned or that are Seller Deferred Closing Taxes on or before payment of such Taxes is due to the Tax Authority; provideddelayed), that Sellers shall not be unless required to pay or cause to be paid any such Taxes to the extent such Taxes were included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness. If the Taxes shown as allocable to the Pre-Closing Tax Period or Seller Deferred Closing Taxes on a Pre-Closing Buyer Prepared Tax Return are less than the amount included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness, Buyer shall refund such excess to Seller at least five (5) Business days before payment of such Taxes is due to the Tax Authority. Pre-Closing Buyer Prepared Tax Returns shall be prepared do so by treating items on such Pre-Closing Buyer Prepared Tax Returns in a manner consistent with the past practices of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of recognition of income to periods ending on or before the Principal Closing Date or delaying deductions to periods ending after the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Pre-Closing Buyer Prepared Tax Return, Buyer shall submit a draft of such Pre-Closing Buyer Prepared Tax Return to Sapphire for Sapphire’s review and comment and shall incorporate any reasonable comments of Sapphire provided no later than ten (10) days prior to filing any such Straddle Period Tax Return. Sapphire shall reimburse Buyer for any reasonable out-of-pocket costs and expenses (including fees paid to an accounting firm) incurred in preparing any Buyer Prepared Pre-Closing Tax Return that relate to taxable years or periods ending on or before the Principal Closing DateLaw. (c) If a Transferred Entity joins a Retained Entity as a member of an affiliated, consolidated, combined or unitary group for any Pre-Closing Tax Period (a “Combined Return”), the Sellers shall prepare and timely file, or cause to be prepared and timely filed, any such Combined Return. To the extent relating to a Transferred Entity, such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Principal Closing Date or accelerating deductions to periods ending on or before the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Combined Return, Sellers shall submit a draft of the separate Tax Return of the applicable Transferred Entities required to be included in the Combined Return for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer to the extent related to the Transferred Entities provided no later than ten (10) days prior to filing any such Combined Return. For the avoidance of doubt, the Sellers shall not be required to submit and Buyer shall have no right to review any Combined Return as a whole.

Tax Return Filing. (a) Sellers Purchaser2 shall prepare and timely file, or shall cause to be prepared prepared, and timely file or cause to be timely filed, all Tax Returns required to be filed in respect of the Transferred Company Entities that are required to be filed on or before the Relevant Closing Date (as applicable to each Transferred Entity). Sellers shall pay, or cause to be paid, all Taxes of the Transferred Entities due with respect to Tax Returns required to be filed on or before the Principal Closing Date where such Taxes are required by applicable Law to be paid on or before the Principal Closing Date. The Sellers are required to pay or to procure that the Transferred Entities shall pay all Taxes due with respect to Tax Returns of the Deferred Business Transferred Entities that are required to be filed after the Principal Closing Date and on or before a Deferred Closing Date where such Taxes are required by applicable Law, in force at the Principal Closing Date, to be paid on or before the Deferred Closing Date. All Tax Returns required to be prepared by Sellers pursuant to this Section 6.01(a) shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Principal Closing Date or accelerating deductions to for periods ending on or before the Principal Closing Date or for any Straddle Period, in each case, the due date of which (taking into account extensions of time to file) is after the Closing Date (but only if not filed by the Company Entities prior to the Closing Date), except as . All such Tax Returns shall be prepared and filed in a manner consistent with (x) the past procedures and practices and accounting methods of the Company Entities (unless otherwise required by applicable Law and (y) this Section 7.05); provided that, with respect to the preparation and filing of the Tax Returns under this Section 7.05(a) with respect to Income Taxes, such Tax Returns shall reflect all applicable Transaction Tax Deductions so long as such Transaction Tax Deductions are "more likely than not" deductible (or as expressly contemplated deductible at a higher confidence level) in the Pre-Closing Tax Period and for that purpose, the parties agree, to the extent permitted by this Agreementapplicable Law, that (i) deductions described in clause (X) of the definition of Transaction Tax Deductions (i.e., with respect to Options) and paid on or within 75 days following the Closing Date and (ii) 70% of any success based investment banking or other fees described in clause (Y)(c) of the definition of Transaction Tax Deductions for which the safe harbor election of Rev. Proc. At 2011-29 is made (which election shall be made on such Tax Returns to the extent applicable) shall be reflected on such Tax Returns. Purchaser2 shall submit each such Tax Return that is an Income Tax Return to Seller at least twenty (20) forty-five days prior to the due date (taking into account any extensions) for Seller's review. No later than twenty-five days following Seller's receipt of such Tax Return, Seller shall notify Purchaser2 in writing of any dispute with respect to the manner in which such Tax Return is prepared, or the related Tax is calculated. If written notice of a dispute is duly delivered, Purchaser2 and Seller shall negotiate in good faith and use reasonable efforts to resolve such dispute. If Purchaser2 and Seller are unable to resolve a dispute with respect to such Tax Return within ten days after receipt by Purchaser2 of such notice of dispute, any such dispute shall be resolved by the Dispute Resolution Firm and any determination by the Dispute Resolution Firm shall be final, conclusive and binding on the parties; provided, however, if the due date of any such Tax Return (taking into account applicable extensions) is prior to the date that such dispute is resolved, Purchaser2 shall be entitled to file such Tax Return as prepared by Purchaser2 and shall then file an amendment to such Tax Return if the Dispute Resolution Firm determines that the position of Seller with respect to the disputed matter is correct; provided that if an amendment to the Tax Return is not filed because it is determined by Purchaser2 that such amendment is not practicable or because such amendment is otherwise not permitted under applicable Law, all such computations and amounts payable hereunder, including the aggregate consideration payable to Seller hereunder, the amount of Tax refunds (or Overpayment Credits) payable to Seller under Section 7.05(e), and the amount of "Post-Closing Tax Savings" payable to Seller under Section 7.05(g), shall be computed and paid to Seller as if the applicable Tax Returns were prepared consistent with such position of Seller. The costs, fees and expenses of the Dispute Resolution Firm incurred pursuant to this Section 7.05(a) shall be borne equally by Purchasers, on the one hand, and Seller, on the other hand. To the extent permitted or required by applicable Law, the taxable year of any Company Entity that includes the Closing Date shall be treated as closing on (and including) the Closing Date and Purchaser2 shall cause the Company Entities to join Purchaser2's "consolidated group" (as defined in Treasury Regulation Section 1.1502-1(h)) effective on the day after the Closing Date. The parties agree that Purchaser2 and its Affiliates and the Company Entities shall not make an election under Treasury Regulation §1.1502-76(b)(2)(ii)(D) to ratably allocate items (or any make any similar election or ratably allocate items under any corresponding provision of state, local or foreign law) and shall not apply the "next day" rule of Treasury Regulation § 1.1502-76(b)(1)(ii)(B) with respect to any of the Transaction Tax Deductions. Purchaser2 shall cause the Company Entities to timely file all Tax Returns prepared pursuant to this Section 7.05(a). The preparation and filing of any Tax Return required of a Company Entity that does not relate to be filed after the Principal Closing Date and on or before a Deferred Closing Date, Sellers shall submit a draft of such Tax Return to Buyer for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer provided no later than ten (10) days prior to filing any such Tax Return. (b) Except to the extent described in Section 6.01(a) and Section 6.01(c), Buyer shall prepare and timely file, or cause to be prepared and timely filed, any Tax Return required to be filed in respect of the Transferred Entities for a Pre-Closing Tax Period or for a Tax period beginning on or prior to the Deferred Closing Date and ending after the Deferred Closing Date (a “Pre-Closing Buyer Prepared Tax Return”), and the Sellers shall pay, or cause to be paid, to Buyer all Taxes of the Transferred Entities due with respect to such Tax Returns to the extent allocable to the Pre-Closing Tax Straddle Period or that are Seller Deferred Closing Taxes on or before payment of such Taxes is due to the Tax Authority; provided, that Sellers shall not be required to pay or cause to be paid any such Taxes to the extent such Taxes were included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness. If the Taxes shown as allocable to the Pre-Closing Tax Period or Seller Deferred Closing Taxes on a Pre-Closing Buyer Prepared Tax Return are less than the amount included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness, Buyer shall refund such excess to Seller at least five (5) Business days before payment of such Taxes is due to the Tax Authority. Pre-Closing Buyer Prepared Tax Returns shall be prepared by treating items on such Pre-Closing Buyer Prepared Tax Returns in a manner consistent with exclusively within the past practices control of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of recognition of income to periods ending on or before the Principal Closing Date or delaying deductions to periods ending after the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Pre-Closing Buyer Prepared Tax Return, Buyer shall submit a draft of such Pre-Closing Buyer Prepared Tax Return to Sapphire for Sapphire’s review and comment and shall incorporate any reasonable comments of Sapphire provided no later than ten (10) days prior to filing any such Straddle Period Tax Return. Sapphire shall reimburse Buyer for any reasonable out-of-pocket costs and expenses (including fees paid to an accounting firm) incurred in preparing any Buyer Prepared Pre-Closing Tax Return that relate to taxable years or periods ending on or before the Principal Closing DatePurchasers. (c) If a Transferred Entity joins a Retained Entity as a member of an affiliated, consolidated, combined or unitary group for any Pre-Closing Tax Period (a “Combined Return”), the Sellers shall prepare and timely file, or cause to be prepared and timely filed, any such Combined Return. To the extent relating to a Transferred Entity, such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Principal Closing Date or accelerating deductions to periods ending on or before the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Combined Return, Sellers shall submit a draft of the separate Tax Return of the applicable Transferred Entities required to be included in the Combined Return for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer to the extent related to the Transferred Entities provided no later than ten (10) days prior to filing any such Combined Return. For the avoidance of doubt, the Sellers shall not be required to submit and Buyer shall have no right to review any Combined Return as a whole.

Tax Return Filing. (a) Sellers shall prepare and timely file, or shall cause to be prepared and timely filed, all Tax Returns required to be filed in respect of the Transferred Entities that are required to be filed on or before the Relevant Closing Date (as applicable to each Transferred Entity). Sellers shall pay, or cause to be paid, all Taxes of the Transferred Entities due with respect to Tax Returns required to be filed on or before the Principal Closing Date where such Taxes are required by applicable Law to be paid on or before the Principal Closing Date. The Sellers are required to pay or to procure that the Transferred Entities shall pay all Taxes due with respect to Tax Returns of the Deferred Business Transferred Entities that are required to be filed after the Principal Closing Date and on or before a Deferred Closing Date where such Taxes are required by applicable Law, in force at the Principal Closing Date, to be paid on or before the Deferred Closing Date. All Tax Returns required to be prepared by Sellers pursuant to this Section 6.01(a) shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Principal Closing Date or accelerating deductions to periods ending on or before the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Tax Return required to be filed after the Principal Closing Date and on or before a Deferred Closing Date, Sellers shall submit a draft of such Tax Return to Buyer for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer provided no later than ten (10) days prior to filing any such Tax Return. (b) Except to the extent described in Section 6.01(a) and Section 6.01(c), Buyer shall prepare and timely file, or cause to be prepared and timely filed, any Tax Return required to be filed in respect of the Transferred Entities for a Pre-Closing Tax Period or for a Tax period beginning on or prior to the Deferred Closing Date and ending after the Deferred Closing Date (a “Pre-Closing Buyer Prepared Tax Return”), and the Sellers shall pay, or cause to be paid, to Buyer all Taxes of the Transferred Entities due with respect to such Tax Returns to the extent allocable to the Pre-Closing Tax Period or that are Seller Deferred Closing Taxes on or before payment of such Taxes is due to the Tax Authority; provided, that Sellers shall not be required to pay or cause to be paid any such Taxes to the extent such Taxes were included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness. If the Taxes shown as allocable to the Pre-Closing Tax Period or Seller Deferred Closing Taxes on a Pre-Closing Buyer Prepared Tax Return are less than the amount included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness, Buyer shall refund such excess to Seller at least five (5) Business days before payment of such Taxes is due to the Tax Authority. Pre-Closing Buyer Prepared Tax Returns shall be prepared by treating items on such Pre-Closing Buyer Prepared Tax Returns in a manner consistent with the past practices of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of recognition of income to periods ending on or before the Principal Closing Date or delaying deductions to periods ending after the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Pre-Closing Buyer Prepared Tax Return, Buyer shall submit a draft of such Pre-Closing Buyer Prepared Tax Return to Sapphire for Sapphire’s review and comment and shall incorporate any reasonable comments of Sapphire provided no later than ten (10) days prior to filing any such Straddle Period Tax Return. Sapphire shall reimburse Buyer for any reasonable out-of-pocket costs and expenses (including fees paid to an accounting firm) incurred in preparing any Buyer Prepared Pre-Closing Tax Return that relate to taxable years or periods ending on or before the Principal Closing Date. (c) If Notwithstanding anything to contrary in this Section 6.01, if a Transferred Entity joins a Retained Entity as a member of an affiliated, consolidated, combined or unitary group for any Pre-Closing Tax Period (a “Combined Return”), the Sellers shall prepare and timely file, or cause to be prepared and timely filed, any such Combined Return. To the extent relating to a Transferred Entity, such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Principal Closing Date or accelerating deductions to periods ending on or before the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Combined Return, Sellers shall submit a draft of the separate Tax Return of the applicable Transferred Entities required to be included in the Combined Return for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer to the extent related to the Transferred Entities provided no later than ten (10) days prior to filing any such Combined Return. For the avoidance of doubt, the Sellers shall not be required to submit and Buyer shall have no right to review any Combined Return as a whole.

Tax Return Filing. (a) Sellers Conseco shall prepare or cause Exl and Exl (India) to prepare, in the ordinary course of business and in a manner consistent with past practices, and timely file (including extensions to file, or shall cause to be prepared and timely filed, ) all Tax Returns required to be filed in respect by Exl and Exl (India), the due date of the Transferred Entities that are required to be filed which (without extensions) occurs on or before the Relevant Closing Date and pay (as applicable to each Transferred Entity). Sellers shall pay, or cause to be paid, all Taxes of the Transferred Entities due with respect to Tax Returns required to be filed on or before the Principal Closing Date where such Taxes are required by applicable Law to be paid on or before the Principal Closing Date. The Sellers are required to pay or to procure that the Transferred Entities shall pay i) all Taxes due with respect to any such Tax Returns of the Deferred Business Transferred Entities that are required Returns, and (ii) all other Taxes due or claimed to be filed after the Principal Closing Date and on due from or before a Deferred Closing Date where such Taxes are required by applicable Law, in force at the Principal Closing Date, with respect to be paid Exl or Exl (India) on or before the Deferred Closing Date. All Tax Returns required to be prepared by Sellers pursuant to this Section 6.01(a) shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Principal Closing Date or accelerating deductions to periods ending on or before the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Tax Return required to be filed after the Principal Closing Date and on or before a Deferred Closing Date, Sellers shall submit a draft of such Tax Return to Buyer for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer provided no later than ten (10) days prior to filing any such Tax Return. (b) Except Conseco will prepare and file, in a timely manner, any Tax Returns due to be filed by Exl or Exl (India) after the Closing Date but relating solely to periods of time prior to the extent described Closing Date, which returns shall be prepared (i) in Section 6.01(athe ordinary course of business, (ii) on a basis consistent with past practices, and Section 6.01(c)(iii) in a manner so that none of Oak Hill, Buyer Exl or Exl (India) will be subject to a material adverse effect for periods of time (or portions thereof) beginning after the Closing Date. Conseco will provide Oak Hill with copies of such Tax Returns after they are filed. (c) ExlService Holdings shall prepare and timely file, file or cause Exl or Exl (India), as the case may be, to be prepared prepare and timely filed, any file all Tax Return Returns of Exl and Exl (India) required to be filed in respect of the Transferred Entities with any taxing authority for a Pre-Closing Tax Period or for a any Tax period beginning on or prior to the Deferred Closing Date that begins before and ending ends after the Deferred Closing Date (a “Straddle Period”), which returns shall be prepared in the ordinary course of business and on a basis consistent with past practices with the understanding that such Tax Returns will be subject to the written consent of Conseco prior to filing, which consent shall not be unreasonably withheld. The parties agree that it shall be reasonable for Conseco to withhold such consent with respect to any return that complies with this paragraph if (i) such Tax Return is inconsistent with the requirements of law or (ii) any position taken on such Tax Return could have an adverse effect on Exl, Exl (India) or Conseco for periods ending prior to the Closing Date. Conseco shall be liable for all Pre-Closing Buyer Prepared Tax Return”)Taxes, and Exl, Exl (India) and Exl Holdings shall be liable for all Post-Closing Taxes, with respect to any Tax Return filed for a Straddle Period. ExlService Holdings shall notify Conseco of the Sellers amount of Taxes with respect to a Straddle Period for which Conseco is liable under this Section 5.6. Conseco shall pay, or cause pay the amount of such Taxes to ExlService Holdings in immediately available funds at least 5 business days prior to the date such Taxes are required to be paid. For purposes of this Agreement, to Buyer all in the case of any Taxes of Exl or Exl (India) that are payable with respect to any Straddle Period, the Transferred Entities portion of any such Taxes that constitutes Pre-Closing Taxes shall: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of Exl or Exl (India) or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of this Agreement, Post-Closing Taxes shall mean any Taxes due with respect to such Tax Returns to the extent allocable to the a Straddle Period that are not Pre-Closing Taxes. In the case of any Tax Period based upon or that are Seller Deferred Closing Taxes on measured by capital (including net worth or before payment long-term debt) or intangibles, any amount thereof required to be allocated under this Section 5.6 shall be computed by reference to the level of such Taxes is due to the Tax Authority; provided, that Sellers shall not be required to pay or cause to be paid any such Taxes to the extent such Taxes were included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness. If the Taxes shown as allocable to the Pre-Closing Tax Period or Seller Deferred Closing Taxes on a Pre-Closing Buyer Prepared Tax Return are less than the amount included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness, Buyer shall refund such excess to Seller at least five (5) Business days before payment of such Taxes is due to the Tax Authority. Pre-Closing Buyer Prepared Tax Returns shall be prepared by treating items on such Pre-Closing Buyer Prepared Tax Returns in a manner consistent with the past practices of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of recognition of income to periods ending on or before the Principal Closing Date or delaying deductions to periods ending after the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Pre-Closing Buyer Prepared Tax Return, Buyer shall submit a draft of such Pre-Closing Buyer Prepared Tax Return to Sapphire for Sapphire’s review and comment and shall incorporate any reasonable comments of Sapphire provided no later than ten (10) days prior to filing any such Straddle Period Tax Return. Sapphire shall reimburse Buyer for any reasonable out-of-pocket costs and expenses (including fees paid to an accounting firm) incurred in preparing any Buyer Prepared Pre-Closing Tax Return that relate to taxable years or periods ending on or before the Principal Closing Date. (c) If a Transferred Entity joins a Retained Entity as a member of an affiliated, consolidated, combined or unitary group for any Pre-Closing Tax Period (a “Combined Return”), the Sellers shall prepare and timely file, or cause to be prepared and timely filed, any such Combined Return. To the extent relating to a Transferred Entity, such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Principal Closing Date or accelerating deductions to periods ending on or before the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Combined Return, Sellers shall submit a draft of the separate Tax Return of the applicable Transferred Entities required to be included in the Combined Return for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer to the extent related to the Transferred Entities provided no later than ten (10) days prior to filing any such Combined Return. For the avoidance of doubt, the Sellers shall not be required to submit and Buyer shall have no right to review any Combined Return as a whole.

Tax Return Filing. (a) The Sellers shall prepare or cause the Company to prepare, in a manner consistent with past practices, and timely file (including extensions of time to file, or shall cause to be prepared and timely filed, ) all Tax Returns required to be filed in respect by the Company, the due date of the Transferred Entities that are required to be filed which (without extensions) occurs on or before the Relevant Closing Date and pay (as applicable to each Transferred Entity). Sellers shall pay, or cause to be paid, all Taxes of the Transferred Entities due with respect to Tax Returns required to be filed on or before the Principal Closing Date where such Taxes are required by applicable Law to be paid on or before the Principal Closing Date. The Sellers are required to pay or to procure that the Transferred Entities shall pay i) all Taxes due with respect to any such Tax Returns (excluding (i) any Tax liability included as Existing Indebtedness or in the computation of Net Working Capital Assets and (ii) any Tax liability of the Deferred Business Transferred Entities that are required Company or the Sellers attributable to any extraordinary transactions of the Company occurring after the Closing), and (ii) all other Taxes due or claimed to be filed after due from or with respect to the Principal Closing Date and on or before a Deferred Closing Date where such Taxes are required by applicable Law, in force at the Principal Closing Date, to be paid Company on or before the Deferred Closing Date. All Tax Returns required to be prepared by Sellers pursuant to this Section 6.01(a) shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Principal Closing Date or accelerating deductions to periods ending on or before the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Tax Return required to be filed after the Principal Closing Date and on or before a Deferred Closing Date, Sellers shall submit a draft of such Tax Return to Buyer for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer provided no later than ten (10) days prior to filing any such Tax Return. (b) Except to the extent described in Section 6.01(a) and Section 6.01(c), Buyer shall The Sellers will prepare and timely file, or cause to be prepared and in a timely filedmanner, any Tax Return required Returns due to be filed in respect by the Company after the Closing Date but relating to periods of the Transferred Entities for a Pre-Closing Tax Period or for a Tax period beginning on or time prior to the Deferred Closing Date and ending after Date, which returns shall be prepared on a basis consistent with past practices with the Deferred Closing Date (a “Pre-Closing Buyer Prepared understanding that such Tax Return”), and Returns will be subject to the Sellers shall pay, or cause to be paid, to Buyer all Taxes consent of the Transferred Entities due Buyer prior to filing, which consent shall not be unreasonably withheld. The parties agree that it shall be reasonable for the buyer to withhold such consent with respect to any return that complies with this paragraph only if (i) such Tax Returns to the extent allocable to the Pre-Closing Tax Period or that are Seller Deferred Closing Taxes on or before payment of such Taxes Return is due to the Tax Authority; provided, that Sellers shall not be required to pay or cause to be paid any such Taxes to the extent such Taxes were included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness. If the Taxes shown as allocable to the Pre-Closing Tax Period or Seller Deferred Closing Taxes on a Pre-Closing Buyer Prepared Tax Return are less than the amount included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness, Buyer shall refund such excess to Seller at least five (5) Business days before payment of such Taxes is due to the Tax Authority. Pre-Closing Buyer Prepared Tax Returns shall be prepared by treating items on such Pre-Closing Buyer Prepared Tax Returns in a manner consistent inconsistent with the past practices requirements of the Transferred Entities, as applicable, with respect to such items and, law or (ii) any position taken on such Tax Returns, no position shall be taken, election made Return could have an adverse effect on the Company or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of recognition of income to periods ending on or before the Principal Closing Date or delaying deductions to Buyer for periods ending after the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Pre-Closing Buyer Prepared Tax Return, Buyer shall submit a draft of such Pre-Closing Buyer Prepared Tax Return to Sapphire for Sapphire’s review and comment and shall incorporate any reasonable comments of Sapphire provided no later than ten (10) days prior to filing any such Straddle Period Tax Return. Sapphire shall reimburse Buyer for any reasonable out-of-pocket costs and expenses (including fees paid to an accounting firm) incurred in preparing any Buyer Prepared Pre-Closing Tax Return that relate to taxable years or periods ending on or before the Principal Closing Date. (c) If a Transferred Entity joins a Retained Entity The Sellers will take whatever action is necessary to maintain the S status of the Company for federal purposes and for the purposes of each state listed in Schedule 3.9(b) as a member of state in which the Company is treated as an affiliatedS corporation, consolidatedthrough the Closing Date, combined or unitary group for any Pre-Closing Tax Period (including as a “Combined Return”), the Sellers shall prepare and timely file, or cause to be prepared and timely filed, any such Combined Return. To the extent relating to a Transferred Entity, such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices result of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Principal Closing Date or accelerating deductions to periods ending on or before the Principal Closing DateSection 338(h)(10), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Combined Return, Sellers shall submit a draft of the separate Tax Return of the applicable Transferred Entities required to be included in the Combined Return for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer to the extent related to the Transferred Entities provided no later than ten (10) days prior to filing any such Combined Return. For the avoidance of doubt, the Sellers shall not be required to submit and Buyer shall have no right to review any Combined Return as a whole.

Tax Return Filing. (a) Sellers Buyer shall prepare and timely file, or shall cause to be prepared and timely filed, file all Tax Returns required to be filed in respect of each of the Transferred Entities that are required Company and its Subsidiaries attributable to be filed any taxable period beginning on or before and ending after the Relevant Closing Date (as applicable to each Transferred Entitythe “Straddle Period”). Sellers Buyer shall pay, or cause pay and discharge all Taxes shown to be paiddue on such Straddle Period Tax Returns. No later than five (5) Business Days prior to the due date of each such Straddle Period Tax Return, all Taxes Buyer and Sellers’ Representative shall deliver a joint written instruction to the Escrow Agent directing the Escrow Agent to disburse to Buyer out of the Transferred Entities portion of the Indemnity Escrow Amount, if any, then held in escrow and not previously distributed pursuant to the terms of the Escrow Agreement, the amount of Taxes shown due with respect to Tax Returns required the Company and its Subsidiaries which are attributable to be filed on the pre-Closing portion of the Straddle Period, (or, if such portion of the Indemnity Escrow Amount is not available or before the Principal Closing Date where is otherwise insufficient to cover such Taxes are required by applicable Law to be paid on or before the Principal Closing Date. The Sellers are required to pay or to procure that the Transferred Entities amount, each Seller and Optionholder shall pay to Buyer such Seller’s or Optionholder’s respective Allocable Portion of such amount) except to the extent: (A) the same are being contested; (B) all Taxes due with respect to Tax Returns or a portion of the Deferred Business Transferred Entities that are required to be filed after the Principal Closing Date and on or before a Deferred Closing Date where such Taxes are required by applicable Law, in force at the Principal Closing Date, to be paid on or before the Deferred Closing Date. All Tax Returns required to be prepared by Sellers pursuant to this Section 6.01(a) shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices amount of the Transferred EntitiesTaxes (together with interest and penalties relating thereto, as applicable, if any) is reflected in Estimated Working Capital or in Final Working Capital; or (C) estimated Tax payments have been made with respect to such items and, on Taxes prior to the Closing Date. Sellers’ Representative shall have at least fourteen (14) days to review all such Straddle Period Tax Returns, no position and Buyer shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar not file such Tax Returns in without the prior periods (including positionswritten consent of Sellers’ Representative, elections or methods that would have such consent not to be unreasonably withheld. Buyer shall prepare and timely file all Tax Returns of each of the effect of deferring income to periods ending after the Principal Closing Date or accelerating deductions to Company and its Subsidiaries for all taxable periods ending on or before the Principal Closing Date (hereinafter, “Pre-Closing Periods”) for which Tax Returns are not yet due (taking into account any extensions) and have not been filed, as of the Closing Date. Sellers’ Representative shall have at least fourteen (14) days to review all such Pre-Closing Period Tax Returns, and Buyer shall not file such Pre-Closing Period Tax Returns without the prior written consent of Sellers’ Representative, such consent not to be unreasonably withheld. Buyer shall pay and discharge all Taxes shown to be due on such Pre-Closing Period Tax Returns before the same shall become delinquent and before penalties accrue thereon. No later than five (5) Business Days prior to the due date of each such Tax Return, Buyer and Sellers’ Representative shall deliver a joint written instruction to the Escrow Agent directing the Escrow Agent to disburse to Buyer out of the Indemnity Escrow Amount, if any, then held in escrow and not previously distributed pursuant to the terms of the Escrow Agreement, the amount of Taxes shown due attributable to the Company and its Subsidiaries on such Pre-Closing Period Tax Returns (or, if such portion of the Indemnity Escrow Amount is not available or is otherwise insufficient to cover such amount, each Seller and Optionholder shall pay to Buyer such Seller’s or Optionholder’s respective Allocable Portion of such amount), except as required by applicable Law to the extent: (A) the same are being contested; (B) all or as expressly contemplated by this Agreement. At least twenty a portion of the amount of the Taxes (20together with interest and penalties relating thereto, if any) days is reflected in Estimated Working Capital or in Final Working Capital; or (C) estimated Tax payments have been made with respect to such Taxes prior to filing the Closing Date. The Tax Returns referred to in this Section 6(d)(i) shall be prepared in a manner consistent with past practice to the extent consistent with applicable law and regulation. An exact copy of any Tax Return required filed by Buyer under this Section 6(d)(i) shall be provided to be filed after the Principal Closing Date and on or before a Deferred Closing Date, Sellers shall submit a draft of such Tax Return to Buyer for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer provided no Sellers’ Representative not later than ten (10) days prior to filing any after such Tax Return. (b) Except Return is filed. Notwithstanding anything to the extent described contrary in Section 6.01(a) and Section 6.01(c)this Agreement, Buyer none of Buyer, the Company or any Subsidiary of the Company shall prepare and timely file, or cause to be prepared and timely filed, file any Tax Return required or amended Tax Return, make an election or take any action relating to be filed in respect the Taxes of the Transferred Entities for a Pre-Closing Company or any of its Subsidiaries (or otherwise change such Tax Period Returns or for a Tax period beginning elections) with respect to taxable periods (or portions thereof) ending on or prior to the Deferred Closing Date without the prior written consent of Sellers’ Representative, such consent not to be unreasonably withheld. If Buyer, the Company or any of its Subsidiaries is required by law to file an amended Tax Return for the Company or any of its Subsidiaries with respect to taxable periods (or portions thereof) ending on or prior to the Closing Date, Buyer and ending after Sellers’ Representative shall cooperate in the Deferred Closing Date filing of such amended Tax Return, but Sellers’ Representative shall have the right to review and consent to such amended returns (a such consent not to be unreasonably withheld). Anything contained in this Agreement to the contrary notwithstanding, all payments to be made by Sellers and Optionholders (whether from the Indemnity Escrow or otherwise) under this Section 6(d)(i) (“Section 6(d) Seller Payments”) shall be deemed adjustments to the Purchase Price. To the extent that the Tax Returns described in this Section 6(d)(i) indicate that the Company has made an overpayment of Taxes for any Pre-Closing Buyer Prepared Period or pre-Closing portion of a Straddle Period (taking into account all estimated Tax Return”), and the Sellers shall pay, or cause to be paid, to Buyer all Taxes of the Transferred Entities due payments that have been made with respect to such Tax Returns Taxes prior to the extent allocable to Closing Date) the Pre-Closing Tax Period or that are Seller Deferred Closing Taxes on or before payment of such Taxes is due to the Tax Authority; provided, that Sellers Buyer shall not be required to pay or cause to be paid to Sellers’ Representative, Sellers, and the Company, for the benefit of the Optionholders for further payment by the Company to each Optionholder through payroll, in each case, in accordance with the Allocation Methodology, such overpayment when credited on the Tax Returns of the Buyer, the Company, or its Subsidiaries or refunded by the applicable tax authority, provided that if any such Taxes to the extent such Taxes were included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness. If the Taxes shown as allocable to the Pre-Closing Tax Period or Seller Deferred Closing Taxes on a Pre-Closing Buyer Prepared Tax Return are less than is filed after the amount included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness, Buyer shall refund such excess to Seller at least five (5) Business days before payment of such Taxes is due to the Tax Authority. Pre-Closing Buyer Prepared Tax Returns shall be prepared by treating items on such Pre-Closing Buyer Prepared Tax Returns in a manner consistent with the past practices of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and applicable filing similar Tax Returns in prior periods deadline (including positions, elections or methods that would have the effect of recognition of income to periods ending on or before the Principal Closing Date or delaying deductions to periods ending after the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Pre-Closing Buyer Prepared Tax Return, Buyer shall submit a draft of such Pre-Closing Buyer Prepared Tax Return to Sapphire for Sapphire’s review and comment and shall incorporate any reasonable comments of Sapphire provided no later than ten (10) days prior to filing any such Straddle Period Tax Return. Sapphire shall reimburse Buyer for any reasonable out-of-pocket costs and expenses (including fees paid to an accounting firm) incurred in preparing any Buyer Prepared Pre-Closing Tax Return that relate to taxable years or periods ending on or before the Principal Closing Date. (c) If a Transferred Entity joins a Retained Entity as a member of an affiliated, consolidated, combined or unitary group for any Pre-Closing Tax Period (a “Combined Return”extensions), the Sellers shall prepare and timely file, or cause to be prepared and timely filed, any such Combined Return. To the extent relating to a Transferred Entity, such Tax Returns amount that shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Principal Closing Date or accelerating deductions to periods ending on or before the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Combined Return, Sellers shall submit a draft of the separate Tax Return of the applicable Transferred Entities so required to be included in pay over to Sellers’ Representative, Sellers, and the Combined Return for Buyer’s review and comment and Company shall incorporate any reasonable comments include interest at the rate of Buyer 9% per annum accruing from such filing deadline to the extent related to the Transferred Entities provided no later than ten (10) days prior to actual filing any such Combined Return. For the avoidance of doubt, the Sellers shall not be required to submit and Buyer shall have no right to review any Combined Return as a wholedate.

Tax Return Filing. (a) Sellers shall Parent shall, at its own cost and expense, prepare and timely file, or shall cause to be prepared and timely filed, file or cause to be timely filed all Tax Returns required for the Company and its Subsidiaries for all periods ending on or prior to be the Closing Date which are filed in respect after the Closing Date and for all Straddle Periods, provided, however, that drafts of income Tax Returns of the Transferred Entities Company and its Subsidiaries that are required to be filed on or before within 45 days following the Relevant Closing Date (as applicable to each Transferred Entity). Sellers shall pay, or cause to be paid, all Taxes of the Transferred Entities due with respect to Tax Returns required to be filed on or before the Principal Closing Date where such Taxes are required by applicable Law to be paid on or before the Principal Closing Date. The Sellers are required to pay or to procure that the Transferred Entities shall pay all Taxes due with respect to Tax Returns of the Deferred Business Transferred Entities that are required to be filed after the Principal Closing Date and on or before a Deferred Closing Date where such Taxes are required by applicable Law, in force at the Principal Closing Date, to be paid on or before the Deferred Closing Date. All Tax Returns required to be prepared by Sellers pursuant to this Section 6.01(a“Company Prepared Returns”) shall be prepared by treating items the Company and delivered to Parent on the Closing Date. The preparing party shall permit the other party (which in the case of the Company, shall be the Company Agent) to review each Tax Return described in the preceding sentence prior to filing, provided that the Company Agent’s review right with respect to any Straddle Period Tax Return shall be limited to the portion of the Straddle Period Tax Return that relates to the portion of a Straddle Period ending on the Closing Date. Unless otherwise required by law, all such Tax Returns shall be prepared in a manner consistent with the past custom and practices of the Transferred Entities, as applicable, with respect to such items and, on such Company and its Subsidiaries. All Tax Returns, no position Returns that are prepared by Parent under this Section 7.9 shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have submitted to the effect of deferring income to periods ending after the Principal Closing Date or accelerating deductions to periods ending on or before the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least Company Agent twenty (20) days prior to filing any the date on which such Tax Return required Return(s) are to be filed after with the Principal Closing Date applicable taxing authority (taking account of extensions of time to file such Tax Returns and on or before a Deferred if the due date of any such Tax Return is within 60 days following the Closing Date, Sellers shall submit a draft of such Tax Return to Buyer for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer provided no later than ten (10) days prior to filing any such Tax Return. (b) Except to as promptly as practicable following the extent described in Section 6.01(a) and Section 6.01(cClosing Date), Buyer shall prepare and timely file, or cause provided that Parent’s failure to be prepared and timely filed, any Tax Return required to be filed in respect of the Transferred Entities for a Pre-Closing Tax Period or for a Tax period beginning on or prior to the Deferred Closing Date and ending after the Deferred Closing Date (a “Pre-Closing Buyer Prepared Tax Return”), and the Sellers shall pay, or cause to be paid, to Buyer all Taxes of the Transferred Entities due with respect to submit such Tax Returns to the extent allocable to the Pre-Closing Tax Period or that are Seller Deferred Closing Taxes on or before payment of Company Agent within such Taxes is due to the Tax Authority; provided, that Sellers time periods shall not be required to pay or cause to be paid any such impact the Shareholders’ indemnification obligations for Taxes under Section 7.2, except to the extent such Taxes were included as a liability that the Shareholders are actually damaged thereby. The reviewing party shall respond in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness. If the Taxes shown as allocable writing to the Pre-Closing Tax Period or Seller Deferred Closing Taxes on a Pre-Closing Buyer preparing party (which in the case of Company Prepared Tax Return are less than the amount included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness, Buyer shall refund such excess to Seller at least five (5) Business days before payment of such Taxes is due to the Tax Authority. Pre-Closing Buyer Prepared Tax Returns shall be prepared by treating items on such Pre-Closing Buyer Prepared Tax Returns in a manner consistent the Company Agent) with the past practices of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of recognition of income to periods ending on or before the Principal Closing Date or delaying deductions to periods ending after the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Pre-Closing Buyer Prepared Tax Return, Buyer shall submit a draft of such Pre-Closing Buyer Prepared Tax Return to Sapphire for Sapphire’s review and comment and shall incorporate any reasonable comments of Sapphire provided no later than within ten (10) business days prior of receiving the draft Tax Return(s), provided, however, that Parent’s failure to filing respond in writing within such time period to the Company Agent with comments relating to the Company Prepared Returns shall not impact Parent’s ability to amend, modify, or refile such returns in accordance with the provisions set forth in Section 7.9(b). Company Agent and Parent shall consult with each other and attempt in good faith to resolve any such Straddle Period Tax Return. Sapphire shall reimburse Buyer for any reasonable out-of-pocket costs and expenses (including fees paid to an accounting firm) incurred in preparing any Buyer Prepared Pre-Closing Tax Return that relate to taxable years or periods ending on or before the Principal Closing Date. (c) If a Transferred Entity joins a Retained Entity issues arising as a member result of an affiliated, consolidated, combined or unitary group for any Pre-Closing Tax Period (a “Combined Return”), the Sellers shall prepare and timely file, or cause to be prepared and timely filed, any such Combined Return. To the extent relating to a Transferred Entity, such Tax Returns and, if they are unable to do so, the disputed items shall be prepared by treating items on resolved (within a reasonable time, taking into account the deadline for filing such Tax Returns in a manner consistent with Return) by an internationally recognized independent accounting firm chosen by both Parent and Company Agent. Upon resolution of all such items, the past practices of the Transferred Entities, as applicable, with respect to such items and, on such relevant Tax Returns, no position Return shall be taken, election made or method adopted timely filed on that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Principal Closing Date or accelerating deductions to periods ending on or before the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Combined Return, Sellers shall submit a draft of the separate Tax Return of the applicable Transferred Entities required to be included in the Combined Return for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer to the extent related to the Transferred Entities provided no later than ten (10) days prior to filing any such Combined Return. For the avoidance of doubt, the Sellers shall not be required to submit and Buyer shall have no right to review any Combined Return as a wholebasis.

Tax Return Filing. (a) Sellers If not filed prior to the Closing Date, the Representative shall prepare and timely file, or shall cause to be prepared and timely filed, all Tax Returns required to be filed in respect of the Transferred Entities that are required to be filed on or before the Relevant Closing Date (as applicable to each Transferred Entity). Sellers shall pay, or cause to be paidprepared, at the Company’s expense, all Taxes of the Transferred Entities due with respect to Tax Returns required to be filed on or before the Principal Closing Date where such Taxes are required by applicable Law to be paid on or before the Principal Closing Date. The Sellers are required to pay or to procure that the Transferred Entities shall pay all Taxes due with respect to Income Tax Returns of the Deferred Business Transferred Entities Company and Blocker for the Tax period ending on December 31, 2021 that are required to be filed after the Principal Closing Date (each, a “Representative Tax Returns”). The Representative shall submit each such Representative Tax Return to the Buyer at least thirty days prior to the due date (taking into account any extensions) thereof for the Buyer’s review, comment and on consent, which consent shall not be unreasonably withheld, conditioned or before a Deferred delayed. Buyer shall prepare or cause to be prepared all other Tax Returns of the Company and its Subsidiaries or Blocker for Pre-Closing Tax Periods (including Straddle Periods) that are not Representative Tax Returns, in each case, the due date of which is after the Closing Date where (the “Buyer Returns”). Buyer shall submit each such Taxes are required by applicable LawBuyer Return that is an Income Tax Return to the Representative at least thirty days prior to the due date (taking into account any extensions) for the Representative’s review, in force at the Principal Closing Datecomment, to and approval, which approval shall not be paid on unreasonably withheld, conditioned or before the Deferred Closing Date. delayed. (b) All Tax Returns required to be prepared by Sellers pursuant to this under Section 6.01(a9.01(a) shall be prepared by treating items on such Tax Returns and filed in a manner consistent with the past procedures and practices and accounting methods of the Transferred EntitiesCompany and its Subsidiaries or Blocker, as applicable, and this Article IX; provided that, (i) each position taken on any such Tax Return shall be supported by at least a “more likely than not” level of comfort, (ii) with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing the preparation and filing similar of Income Tax Returns in prior periods under this Section 9.01, such Income Tax Returns shall, subject to clause (including positions, elections or methods that would have the effect i) of deferring income to periods ending after the Principal Closing Date or accelerating deductions to periods ending on or before the Principal Closing Datethis Section 9.01(b), except as required by reflect all applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Transaction Tax Return required to be filed after the Principal Closing Date and on or before a Deferred Closing Date, Sellers shall submit a draft of such Tax Return to Buyer for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer provided no later than ten (10) days prior to filing any such Tax Return. (b) Except to the extent described Deductions in Section 6.01(a) and Section 6.01(c), Buyer shall prepare and timely file, or cause to be prepared and timely filed, any Tax Return required to be filed in respect of the Transferred Entities for a Pre-Closing Tax Period or for a Tax period beginning on or prior to the Deferred Closing Date and ending after the Deferred Closing Date (a “Pre-Closing Buyer Prepared Tax Return”), and the Sellers shall pay, or cause to be paid, to Buyer all Taxes of the Transferred Entities due with respect to such Tax Returns to the extent allocable to the Pre-Closing Tax Period (and, for that purpose, the safe-harbor election of Internal Revenue Service Revenue Procedure 2011-29 (or that are Seller Deferred Closing Taxes corresponding state or local election) shall be made on or before payment of such Taxes is due to the applicable Income Tax Authority; providedReturn for any success-based fees), that Sellers shall not be required to pay or cause to be paid and (iii) if any such Taxes Income Tax Return shows a net operating loss, the Company or its Subsidiaries or Blocker, as applicable, shall carry back such net operating loss to the extent such Taxes were included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness. If the Taxes shown as allocable to the previous Pre-Closing Tax Period or Seller Deferred Closing Taxes on a Periods to the maximum extent permitted by applicable Law. To the extent any non-resident withholding tax is taken into account in the determination of Pre-Closing Buyer Prepared Income Tax Return are less than Amount, the amount included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness, Buyer Company and its Subsidiaries shall refund such excess to Seller at least five (5) Business days before payment of such Taxes is due to the Tax Authority. Pre-Closing Buyer Prepared prepare and file applicable Tax Returns shall be prepared by treating items on such Prewith respect to non-Closing Buyer Prepared Tax Returns resident withholding tax in a manner consistent with the past practices amount of such non-resident withholding tax so taken into account and such amount of tax shall be properly and timely remitted to the applicable tax authority by the Company or applicable Subsidiary of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing Company. From and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of recognition of income to periods ending on or before the Principal Closing Date or delaying deductions to periods ending after the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Pre-Closing Buyer Prepared Tax ReturnClosing, Buyer shall submit a draft of such Pre-Closing Buyer Prepared cause the Company and its Subsidiaries and Blocker to timely file all Tax Return to Sapphire for Sapphire’s review Returns prepared pursuant to, and comment and shall incorporate any reasonable comments of Sapphire provided no later than ten (10) days prior to filing any such Straddle Period Tax Return. Sapphire shall reimburse Buyer for any reasonable out-of-pocket costs and expenses (including fees paid to an accounting firm) incurred in preparing any Buyer Prepared Pre-Closing Tax Return that relate to taxable years or periods ending on or before the Principal Closing Dateaccordance with, this Section 9.01. (c) If a Transferred Entity joins a Retained Entity as a member of an affiliated, consolidated, combined or unitary group for any Pre-Closing Tax Period (a “Combined Return”), the Sellers shall prepare and timely file, or cause to be prepared and timely filed, any such Combined Return. To the extent relating that Bxxxx, in regards to a Transferred EntityRepresentative Tax Return, or the Representative, in regards to a Buyer Return, acting in good faith, disagrees with the other Party’s proposed comments to such Tax Returns Return and so notifies such other Party of such objection, Bxxxx and the Representative shall negotiate in good faith to resolve the disputed matters. If Bxxxx and the Representative are able to resolve the disputed matters within 10 days following the receipt of such notice, the Party responsible for filing such Tax Return shall revise the Tax Return to reflect such resolution and shall file such Tax Return with the applicable Governmental Authority accordingly. If Buyer and the Representative are unable to resolve all of the disputed matters within 10 days following the receipt of such notice, then (i) such Tax Return shall be prepared timely filed as determined by treating items on the Buyer, and (ii) Buyer and the Representative shall promptly refer the unresolved matters to the Firm to make a determination (acting as an expert and not as an arbitrator) as to the disputed matters (and, if necessary, the Party responsible for filing such return shall amend the Tax Returns in Return or timely file a manner consistent with the past practices request for an administrative adjustment pursuant to Section 6227 of the Transferred EntitiesCode (or similar provision of state or local Tax Law), as applicable, to reflect such determination) (such procedures set forth in this sentence and the immediately preceding sentence, the “Tax Dispute Resolution Mechanism”). In connection with respect to such items andany implementation of the Tax Dispute Resolution Mechanism, on such Tax Returns, no position the fees and expenses of the Firm shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing allocated to and filing similar Tax Returns in prior periods (including positions, elections or methods that would have borne by the effect of deferring income to periods ending after Representative and Buyer based on the Principal Closing Date or accelerating deductions to periods ending on or before the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Combined Return, Sellers shall submit a draft inverse of the separate Tax Return percentage that the Firm’s determination (before such allocation) bears to the total amount of the applicable Transferred Entities required to be included total items in the Combined Return for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer dispute as originally submitted to the extent related Firm. For example, should the items in dispute total in amount to $1,000 and the Transferred Entities provided no later than Firm awards $900 in favor of the Representative’s position, ninety percent (90%) of the fees and expenses of the Firm would be borne by Buyer and ten percent (10%) days prior to filing any of such Combined Return. For fees and expenses would be borne by the avoidance of doubt, the Sellers shall not be required to submit and Buyer shall have no right to review any Combined Return as a wholeRepresentative.

Tax Return Filing. (ai) Sellers Seller shall prepare and, with Buyer’s cooperation, timely file all Tax Returns of the Company for all taxable periods ending on or prior to the Closing Date (the “Pre-Closing Period”). Buyer shall have a reasonable opportunity to review all such Tax Returns and Seller shall reflect any reasonable comments from Buyer in such Tax Returns as filed. The Company shall, and Buyer shall cause the Company to, pay and discharge all Taxes shown to be due on such Tax Returns before the same shall become delinquent and before penalties accrue thereon. Buyer shall prepare and timely file, or shall cause to be prepared and timely filed, file all Tax Returns required to be filed in respect of the Transferred Entities that are required to be filed on or before the Relevant Closing Date (as applicable to each Transferred Entity). Sellers shall pay, or cause to be paid, all Taxes of the Transferred Entities due with respect to Tax Returns required to be filed on or before the Principal Closing Date where such Taxes are required by applicable Law to be paid on or before the Principal Closing Date. The Sellers are required to pay or to procure that the Transferred Entities shall pay all Taxes due with respect to Tax Returns of the Deferred Business Transferred Entities that are required to be filed after the Principal Closing Date and Company for any taxable period beginning on or before a Deferred and ending after the Closing Date where such (the “Straddle Period”). The Company shall, and Buyer shall cause the Company to, discharge all Taxes are required by applicable Law, in force at the Principal Closing Date, shown to be paid on or before the Deferred Closing Date. All Tax Returns required to be prepared by Sellers pursuant to this Section 6.01(a) shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Transferred Entities, as applicable, with respect to such items and, due on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Principal Closing Date or accelerating deductions to periods ending on or before the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Tax Return required to be filed after the Principal Closing Date and on or before a Deferred Closing Date, Sellers shall submit a draft of such Tax Return to Buyer for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer provided no No later than ten (10) days Business Days prior to filing the due date of any such Tax Return. (b) Except , Seller shall pay to the extent described in Section 6.01(a) and Section 6.01(c)Company, Buyer shall prepare and timely filewithout duplication, or cause to be prepared and timely filed, the amount of Taxes shown due on any Tax Return required and attributable to be filed in respect of the Transferred Entities for a Pre-Closing Tax Period or for a Tax period beginning on or prior to the Deferred Closing Date and ending after the Deferred Closing Date (a “Prepre-Closing Buyer Prepared Tax Return”), and the Sellers shall pay, or cause to be paid, to Buyer all Taxes portion of the Transferred Entities due with respect to such Tax Returns to Straddle Period, as the extent allocable to the Pre-Closing Tax Period or that are Seller Deferred Closing Taxes on or before payment of such Taxes is due to the Tax Authority; providedcase may be, that Sellers shall not be required to pay or cause to be paid any such Taxes except to the extent such Taxes were included as a liability in calculating Closing Date Net Working Capital or specifically included in the calculation of Final Closing Date Working Capital, Final Closing Indebtedness, or Final Selling Expenses. If the Taxes shown as allocable Notwithstanding anything to the Pre-Closing Tax Period contrary in this Agreement, Seller shall have no liability for reimbursement or Seller Deferred Closing Taxes on a Pre-Closing Buyer Prepared Tax Return are less than the amount included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness, Buyer shall refund such excess to Seller at least five (5) Business days before payment of such any Taxes is due to of the Tax AuthorityCompany arising from activity occurring on the Closing Date. Pre-Closing Buyer Prepared No election under Section 338 of the Code shall be made in connection with any transaction contemplated by this Agreement. (ii) The Tax Returns referred to in this Section 6.06(a) shall be prepared by treating items on such Pre-Closing Buyer Prepared Tax Returns in a manner consistent with past practice, unless a contrary treatment is required by applicable Law. (iii) Notwithstanding anything to the past practices contrary contained in this Agreement, from and after the Closing, neither Buyer nor the Company shall (each of the Transferred Entitiesfollowing, as applicable, a “Buyer Tax Act”): (a) file any amended Tax Return relating to the Company (or otherwise change such Tax Returns or make an election) with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of recognition of income to periods ending on or before the Principal Closing Date or delaying deductions to periods ending after the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Pre-Closing Buyer Prepared Period; (b) file any Tax Return, Buyer shall submit Return relating to the Company for a draft of such Pre-Closing Buyer Prepared Period in a jurisdiction in which a Tax Return historically has not been filed by the Company; (c) initiate any voluntary disclosure action with respect to Sapphire for Sapphire’s review and comment and shall incorporate any reasonable comments of Sapphire provided no later than ten (10) days prior to filing any such Straddle Period Tax Return. Sapphire shall reimburse Buyer for any reasonable out-of-pocket costs and expenses (including fees paid to an accounting firm) incurred in preparing any Buyer Prepared a Pre-Closing Period; (d) take any action after the Closing on the Closing Date that is outside the ordinary course of business; or (e) take any action to extend the applicable statute of limitations with respect to any Tax Return that relate to taxable years or periods ending on or before Returns of the Principal Closing Date. (c) If a Transferred Entity joins a Retained Entity as a member of an affiliated, consolidated, combined or unitary group Company for any Pre-Closing Tax Period Period. (a “Combined Return”)iv) Notwithstanding anything to the contrary contained in this Agreement, neither Buyer nor the Sellers Company shall prepare and timely file, or cause to be prepared and timely filed, file any such Combined Return. To the extent Tax Return relating to the Company for a Transferred Entity, such Tax Returns shall be prepared by treating items on such Tax Returns Pre-Closing Period in a manner consistent with jurisdiction in which a Tax Return historically has not been filed by the past practices of the Transferred Entities, as applicable, Company or initiate any voluntary disclosure action with respect to such items anda Pre-Closing Period, on such Tax Returnsin each case, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods without the written consent of Seller (including positions, elections or methods that would have the effect of deferring income to periods ending after the Principal Closing Date or accelerating deductions to periods ending on or before the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Combined Return, Sellers shall submit a draft of the separate Tax Return of the applicable Transferred Entities required to be included in the Combined Return for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer to the extent related to the Transferred Entities provided no later than ten (10) days prior to filing any such Combined Return. For the avoidance of doubt, the Sellers which consent shall not be required to submit and Buyer shall have no right to review any Combined Return as a wholeunreasonably withheld, conditioned or delayed).

Tax Return Filing. (a) Sellers The Sellers’ Representative shall prepare prepare, and with the Buyer’s cooperation, timely file, or shall cause to be prepared and timely filed, file all Tax Returns required to be filed in respect of the Transferred Entities that are required to be filed on or before the Relevant Closing Date (as applicable to each Transferred Entity). Sellers shall pay, or cause to be paid, all Taxes of the Transferred Entities due with respect to Tax Returns required to be filed on or before the Principal Closing Date where such Taxes are required by applicable Law to be paid on or before the Principal Closing Date. The Sellers are required to pay or to procure that the Transferred Entities shall pay all Taxes due with respect to Tax Returns of the Deferred Business Transferred Entities that are required to be filed after the Principal Closing Date and on or before a Deferred Closing Date where such Taxes are required by applicable Law, in force at the Principal Closing Date, to be paid on or before the Deferred Closing Date. All Tax Returns required to be prepared by Sellers pursuant to this Section 6.01(a) shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Principal Closing Date or accelerating deductions to Company for all taxable periods ending on or before the Principal Closing Date, which Tax Returns have not been filed as of the Closing Date. The Buyer shall have a reasonable opportunity to review and comment on any income Tax Returns and approve all other Tax Returns as described in this clause (i). Such Tax Returns shall be prepared in a manner consistent with past practice, unless a contrary treatment is required by an intervening change in the applicable Law. The Sellers, jointly and severally, shall pay and discharge all Taxes shown to be due on such pre-Closing Tax Returns before the same shall become delinquent and before penalties accrue thereon. The Buyer shall prepare and timely file all Tax Returns of the Company for any Taxable period beginning on or before and ending after the Closing Date (the “Straddle Period”) and shall pay and discharge all Taxes shown to be due on such Tax Returns before the same shall become delinquent and before penalties accrue thereon, subject to the rights of the Buyer Indemnified Parties under Section 7(b). The Sellers’ Representative shall have a reasonable opportunity to review and comment on such Tax Returns as described in this clause (i). No later than ten (10) Business Days prior to the due date of such Tax Return, the Sellers, jointly and severally, shall pay to the Company, using such wire transfer instructions as designated in writing by the Buyer, the amount of Taxes shown due which is attributable to the pre-Closing portion of the Straddle Period less estimated Tax payments made prior to the Closing Date. The Buyer and the Company, on the one hand, and the Sellers’ Representative, on the other hand, shall each cause a copy of any Tax Return that is required to be filed by it under this clause (i), except together with all relevant workpapers and other information (to the extent such Tax Retun, workpapers, and other information relate solely to the Company), to be made available to the other for review and comment (or approval, as required by applicable Law or as expressly contemplated by this Agreement. At least applicable) no later than twenty (20) days Business Days prior to the due date for the filing any Tax Return required to be filed after the Principal Closing Date and on or before a Deferred Closing Date, Sellers shall submit a draft of such Tax Return to Buyer for Buyer’s review and comment (taking into account proper extensions), and shall incorporate consider in good faith such revisions to such Tax Returns as the reviewing party shall reasonably request. An exact copy of any reasonable comments such Tax Return relating solely to the Company filed by the Buyer or the Company, on the one hand, or the Sellers’ Representative, on the other hand, together with evidence of Buyer payment of such Taxes, shall be provided to the other no later than ten (10) days prior to filing any Business Days after such Tax Return. (b) Except Return is filed. Notwithstanding anything to the extent described contrary set forth in this Agreement, following the Closing, except as required by “determination” (as defined in Section 6.01(a1313 of the Code) and Section 6.01(c), Buyer neither the Sellers’ Representative nor any Seller shall prepare and timely (i) file, amend, re-file or cause otheriwse modify any Tax Return, (ii) enter into any closing agreement, settle any Tax claim or assessment relating to be prepared and timely filedthe Company, (iii) make or change a Tax election, extend or waive the limitation period applicable to any Tax claim or assessment, surrender any right to claim a refund of Taxes, (iv) enter into any voluntary disclosure agreement or similar arrangement with a Governmental Authority or (v) take any other similar action, or omit to take any action relating to the filing of any Tax Return required or the payment of any Tax, in each case relating to the Company, with respect to any taxable period ending on or before the Closing Date or the pre-Closing portion of any Straddle Period, without the prior written permission of the Buyer, such consent not to be filed in respect unreasonably withheld, conditioned or delayed. Except as required by Law,the Buyer shall not (i) amend any Tax Returns of the Transferred Entities for a Pre-Closing Tax Period or for a Tax Company filed with respect to any Taxable period beginning ending on or prior to the Deferred Closing Date and ending after the Deferred Closing Date (a “Pre-Closing Buyer Prepared Tax Return”), and the Sellers shall pay, or cause to be paid, to Buyer all Taxes of the Transferred Entities due with respect to such Tax Returns to the extent allocable to the Pre-Closing Tax any Straddle Period or that are Seller Deferred Closing Taxes on or before payment of such Taxes is due to the (ii) make any Tax Authority; provided, that Sellers shall not be required to pay or cause to be paid any such Taxes to the extent such Taxes were included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness. If the Taxes shown as allocable to the Pre-Closing Tax Period or Seller Deferred Closing Taxes on a Pre-Closing Buyer Prepared Tax Return are less than the amount included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness, Buyer shall refund such excess to Seller at least five election (5) Business days before payment of such Taxes is due to the Tax Authority. Pre-Closing Buyer Prepared Tax Returns shall be prepared by treating items on such Pre-Closing Buyer Prepared Tax Returns in a manner consistent with the past practices of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted the Company) that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the has retroactive effect of recognition of income to periods ending on or before the Principal Closing Date or delaying deductions to periods ending after the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Pre-Closing Buyer Prepared Tax Return, Buyer shall submit a draft of such Pre-Closing Buyer Prepared Tax Return to Sapphire for Sapphire’s review and comment and shall incorporate any reasonable comments of Sapphire provided no later than ten (10) days prior to filing any such Taxable period or to any Straddle Period Tax Return. Sapphire shall reimburse Buyer for any reasonable out-of-pocket costs and expenses (including fees paid to an accounting firm) incurred Period, in preparing any Buyer Prepared Pre-Closing Tax Return that relate to taxable years or periods ending on or before each such case without the Principal Closing Date. (c) If a Transferred Entity joins a Retained Entity as a member prior written consent of an affiliatedthe Sellers’ Representative, consolidated, combined or unitary group for any Pre-Closing Tax Period (a “Combined Return”), the Sellers shall prepare and timely file, or cause such consent not to be prepared and timely filedunreasonably withheld, any such Combined Return. To the extent relating to a Transferred Entity, such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made conditioned or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Principal Closing Date or accelerating deductions to periods ending on or before the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Combined Return, Sellers shall submit a draft of the separate Tax Return of the applicable Transferred Entities required to be included in the Combined Return for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer to the extent related to the Transferred Entities provided no later than ten (10) days prior to filing any such Combined Return. For the avoidance of doubt, the Sellers shall not be required to submit and Buyer shall have no right to review any Combined Return as a wholedelayed.

Tax Return Filing. (a) Sellers Buyer shall prepare and timely file, or shall cause to be prepared and timely filed, file all Tax Returns required to be filed in respect returns of the Transferred Entities that are required Company and the Subsidiary attributable to be filed on or the pre-Closing portion of any taxable period beginning before and ending after the Relevant Closing Date (as applicable to each Transferred Entitythe “Straddle Period”). Sellers Buyer shall pay, or cause pay and discharge all Taxes shown to be paiddue on such Tax returns. No later than 10 business days prior to the due date of such return, all Seller shall pay to the Company the amount of Taxes shown due which is attributable to the pre-Closing portion of the Transferred Entities due Straddle Period except to the extent: (a) the same are being contested by Seller; (b) all or a portion of the amount of the Taxes (together with interest and penalties relating thereto, if any) is reflected in Estimated Working Capital or in Final Working Capital or (c) estimated Tax payments have been made with respect to such taxes prior to the Closing Date. Seller shall have a reasonable opportunity to review all such Tax Returns required returns. Buyer shall prepare and timely file all Tax returns of the Company and the Subsidiary for all pre-Closing periods for which Tax returns have not been filed as of the Closing Date. Seller shall have a reasonable opportunity to review all such Tax returns. Buyer shall pay and discharge all Taxes shown to be filed due on or such pre-Closing Tax returns before the Principal same shall become delinquent and before penalties accrue thereon. No later than 10 business days prior to the due date of such return, Seller shall pay to the Company the amount of Taxes shown due that is attributable to the pre-Closing Date where Tax returns, except to the extent: (a) the same are being contested by Seller; (b) all or a portion of the amount of the Taxes (together with interest and penalties relating thereto, if any) is reflected in Estimated Working Capital or in Final Working Capital or (c) estimated Tax payments have been made with respect to such Taxes are required by applicable Law taxes prior to be paid on or before the Principal Closing Date. The Sellers are required Tax returns referred to pay or to procure that in this paragraph and the Transferred Entities shall pay all Taxes due with respect to Tax Returns of the Deferred Business Transferred Entities that are required to be filed after the Principal Closing Date and on or before a Deferred Closing Date where such Taxes are required by applicable Law, in force at the Principal Closing Date, to be paid on or before the Deferred Closing Date. All Tax Returns required to be prepared by Sellers pursuant to this Section 6.01(a) preceding paragraph shall be prepared by treating items on such Tax Returns in a manner consistent with past practice. Notwithstanding anything to the past practices contrary in this Agreement, none of the Transferred EntitiesBuyer, as applicablethe Company or the Subsidiary shall file any amended Tax return relating to the Company or the Subsidiary (or otherwise change such Tax returns) or make an election (except for a Code § 338(g) election or a so-called check-the-box election under § 301.7701-3 of the U.S. Treasury Regulations; provided, however, that any such check-the-box election shall not be effective prior to the day after the Closing Date) with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior taxable periods (including positions, elections or methods that would have the effect of deferring income to periods portions thereof) ending after the Principal Closing Date or accelerating deductions to periods ending on or before the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Tax Return required to be filed after the Principal Closing Date and on or before a Deferred Closing Date, Sellers shall submit a draft of such Tax Return to Buyer for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer provided no later than ten (10) days prior to filing any such Tax Return. (b) Except to the extent described in Section 6.01(a) and Section 6.01(c), Buyer shall prepare and timely file, or cause to be prepared and timely filed, any Tax Return required to be filed in respect of the Transferred Entities for a Pre-Closing Tax Period or for a Tax period beginning on or prior to the Deferred Closing Date and ending after the Deferred Closing Date (without a “Pre-Closing Buyer Prepared Tax Return”), and the Sellers shall pay, or cause to be paid, to Buyer all Taxes written consent of the Transferred Entities due Seller, unless required to do so by Law. If Buyer or the Company or the Subsidiary is required by law to file an amended Tax return for the Company or the Subsidiary with respect to such Tax Returns to the extent allocable to the Pre-Closing Tax Period or that are Seller Deferred Closing Taxes on or before payment of such Taxes is due to the Tax Authority; provided, that Sellers shall not be required to pay or cause to be paid any such Taxes to the extent such Taxes were included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness. If the Taxes shown as allocable to the Pre-Closing Tax Period or Seller Deferred Closing Taxes on a Pre-Closing Buyer Prepared Tax Return are less than the amount included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness, Buyer shall refund such excess to Seller at least five (5) Business days before payment of such Taxes is due to the Tax Authority. Pre-Closing Buyer Prepared Tax Returns shall be prepared by treating items on such Pre-Closing Buyer Prepared Tax Returns in a manner consistent with the past practices of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior taxable periods (including positions, elections or methods that would have the effect of recognition of income to periods portions thereof) ending on or before prior to the Principal Closing Date or delaying deductions to periods ending after the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to Seller shall have control over the filing of such amended returns, unless any Presuch amended return adversely affects the Company’s tax position in a Post-Closing Buyer Prepared Tax Returnperiod, Buyer shall submit a draft of such Pre-Closing Buyer Prepared Tax Return to Sapphire for Sapphire’s review and comment and shall incorporate any reasonable comments of Sapphire provided no later than ten (10) days prior to filing any such Straddle Period Tax Return. Sapphire shall reimburse Buyer for any reasonable out-of-pocket costs and expenses (including fees paid to an accounting firm) incurred in preparing any Buyer Prepared Pre-Closing Tax Return that relate to taxable years or periods ending on or before the Principal Closing Date. (c) If a Transferred Entity joins a Retained Entity as a member of an affiliated, consolidated, combined or unitary group for any Pre-Closing Tax Period (a “Combined Return”), the Sellers shall prepare and timely file, or cause to be prepared and timely filed, any such Combined Return. To the extent relating to a Transferred Entity, such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Principal Closing Date or accelerating deductions to periods ending on or before the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Combined Return, Sellers shall submit a draft of the separate Tax Return of the applicable Transferred Entities required to be included in the Combined Return for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer to the extent related to the Transferred Entities provided no later than ten (10) days prior to filing any such Combined Return. For the avoidance of doubt, the Sellers shall not be required to submit which case Seller and Buyer shall have no right joint control over filing of such amended return. Anything contained in this Agreement to review any Combined Return as the contrary notwithstanding, all payments to be made by Seller under this Section 6.4 shall be deemed adjustments to the Purchase Price. If the amount of Taxes shown due that is attributable to a wholepre-Closing period is contested by Seller and Seller and Buyer cannot reach agreement on the amount within 30 days, Seller and Buyer shall submit their dispute to KPMG LLP or an independent public accounting firm designated jointly by Seller and Buyer who shall determine the amount of such Taxes and the parties shall bear the costs of such independent public accounting firm equally.

Tax Return Filing. (ai) Sellers Buyer shall prepare and timely file, or shall cause to be prepared and timely filed, (with extensions) file all Tax Returns required to be filed in respect of the Transferred Entities that are required to be filed on or Company and its Subsidiaries for any taxable period beginning before and ending after the Relevant Closing Date (as applicable to each Transferred Entitythe “Straddle Period”). Buyer shall pay and discharge all Taxes shown to be due on such Tax Returns before the same shall become delinquent and before penalties accrue thereon. Sellers’ Representative shall have a reasonable opportunity to review all such Tax Returns and Buyer shall not file such Tax Returns without the prior written consent of Sellers’ Representative, which shall not be unreasonably withheld, conditioned, or delayed; provided, however, that if such consent is unreasonably withheld, conditioned, or delayed, Buyer shall have the right to file such Tax Return prior to its due date (including extensions). Subject to such review by Sellers’ Representative, Sellers shall paypay to the Company (as per Section 6.11(a)(iii) below), not later than five (5) Business Days prior to the due date of such Tax Returns, the amount of Taxes shown due which is attributable to the pre-Closing portion of the Straddle Period in accordance with Section 6.11(b), except to the extent that (a) the same are being contested in good faith and for which sufficient cash reserves are available (taking into account the Escrow Funds until the Escrow Funds are released), or cause to be paid, all Taxes of (b) estimated Tax payments have been made by the Transferred Entities due Company or the Sellers with respect to such Taxes prior to the Closing Date. Buyer shall prepare and timely (with extensions) file all Tax Returns required of the Company and its Subsidiaries for all Pre-Closing Periods that are not yet due and have not been filed as of the Closing Date. Buyer shall pay and discharge all Taxes shown to be filed due on or such Pre-Closing Period Tax Returns before the Principal same shall become delinquent and before penalties accrue thereon. Sellers’ Representative shall have a reasonable opportunity to review all such Tax Returns and Buyer shall not file such Tax Returns without the prior written consent of Sellers’ Representative, which shall not be unreasonably withheld, conditioned, or delayed; provided, however, that if such consent is unreasonably withheld, conditioned, or delayed, Buyer shall have the right to file such Tax Return prior to its due date (including extensions). Subject to such review by Seller’s Representative, Sellers shall pay to the Company (as per Section 6.11(a)(iii) below), not later than five (5) Business Days prior to the due date of such Tax Returns, the amount of Taxes shown due which is attributable to such Pre-Closing Date where Period Tax Returns prepared by Buyer, except to the extent (a) the same are being contested in good faith and for which sufficient cash reserves are available (taking into account the Escrow Funds until the Escrow Funds are released), or (b) estimated Tax payments have been made by the Company or the Sellers with respect to such Taxes are required by applicable Law prior to be paid on or before the Principal Closing Date. The Sellers are required to pay or to procure that the Transferred Entities shall pay all Taxes due with respect to Tax Returns of the Deferred Business Transferred Entities that are required referred to be filed after the Principal Closing Date and on or before a Deferred Closing Date where such Taxes are required by applicable Law, in force at the Principal Closing Date, to be paid on or before the Deferred Closing Date. All Tax Returns required to be prepared by Sellers pursuant to this Section 6.01(a6.11(a) shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices practice, unless otherwise required by Law. An exact copy of the Transferred Entities, as applicable, with respect to such items and, on such each Tax Returns, no position Return filed by Buyer under this Section 6.11(a) shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income provided to periods ending after the Principal Closing Date or accelerating deductions to periods ending on or before the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Tax Return required to be filed after the Principal Closing Date and on or before a Deferred Closing Date, Sellers shall submit a draft of such Tax Return to Buyer for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer provided no Sellers’ Representative not later than ten (10) days after such Tax Return is filed. (ii) Notwithstanding anything to the contrary in this Agreement (other than Section 11.4 (Matters Involving Third Parties)), with respect to any Pre-Closing Period and the portion of any Straddle Period ending on the Closing Date, none of Sellers, Buyer, the Company or any of its Subsidiaries shall file any Tax Return or any amended Tax Return relating to the Company or any of its Subsidiaries (or otherwise change such Tax Returns), make an election with respect to taxable periods (or portions thereof) ending on or prior to the Closing Date, adopt or change any accounting method, surrender any right to claim a refund of Taxes, consent to the extension or waiver of any statute of limitation with respect to Taxes, or take any other action with respect to Pre-Closing Taxes and the portion of any Straddle Period ending on the Closing Date without the prior written consent of Sellers’ Representative and Buyer. If Buyer, the Company or any of its Subsidiaries is required by Law to file an amended Tax Return for the Company or any of its Subsidiaries with respect to taxable periods (or portions thereof) ending on or prior to the Closing Date, then Sellers’ Representative shall have control over the preparation and filing of such amended Tax Returns, other than Straddle Period Tax Returns which shall be jointly controlled by Buyer and Sellers’ Representative. Buyer shall have a reasonable opportunity to review all such Tax Returns and no Party shall file such amended Tax Returns without the prior written consent of Buyer, which shall not be unreasonably withheld, conditioned, or delayed. Sellers shall pay to the Company any payment due on any such amended Tax Returns not less than five (5) Business Days prior to the due date of such amended Tax Return. (biii) Except to the extent described in Section 6.01(a) Sellers’ Representative and Section 6.01(c), Buyer shall prepare and timely file, or cause to be prepared and timely filed, any Tax Return required to be filed in respect of the Transferred Entities for a Pre-Closing Tax Period or for a Tax period beginning on or prior to the Deferred Closing Date and ending after the Deferred Closing Date (a “Pre-Closing Buyer Prepared Tax Return”), and the Sellers shall pay, or cause to be paid, to Buyer all Taxes of the Transferred Entities due with respect to such Tax Returns to the extent allocable to the Pre-Closing Tax Period or that are Seller Deferred Closing Taxes on or before payment of such Taxes is payments due to the Tax Authority; provided, that Company or any of its Subsidiaries from Sellers shall not be required pursuant to pay or cause this Section 6.11(a) to be paid any such Taxes by executing and delivering to the extent Escrow Agent a joint written instruction as required by the Escrow Agreement directing the Escrow Agent to disburse such Taxes were included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness. If amounts from the Taxes shown as allocable Escrow Funds to the Pre-Closing Tax Period Company or Seller Deferred Closing Taxes on a Pre-Closing Buyer Prepared Tax Return are less than the amount included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness, Buyer shall refund such excess to Seller at least five (5) Business days before payment of such Taxes is due to the Tax Authority. Pre-Closing Buyer Prepared Tax Returns shall be prepared by treating items on such Pre-Closing Buyer Prepared Tax Returns in a manner consistent with the past practices of the Transferred EntitiesSubsidiary, as applicable. Notwithstanding anything to the contrary set forth herein, with respect all payments to such items and, on such Tax Returns, no position be made by Sellers under this Section 6.11(a) shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of recognition of income to periods ending on or before the Principal Closing Date or delaying deductions to periods ending after the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Pre-Closing Buyer Prepared Tax Return, Buyer shall submit a draft of such Pre-Closing Buyer Prepared Tax Return to Sapphire for Sapphire’s review and comment and shall incorporate any reasonable comments of Sapphire provided no later than ten (10) days prior to filing any such Straddle Period Tax Return. Sapphire shall reimburse Buyer for any reasonable out-of-pocket costs and expenses (including fees paid to an accounting firm) incurred in preparing any Buyer Prepared Pre-Closing Tax Return that relate to taxable years or periods ending on or before the Principal Closing Date. (c) If a Transferred Entity joins a Retained Entity as a member of an affiliated, consolidated, combined or unitary group for any Pre-Closing Tax Period (a “Combined Return”), the Sellers shall prepare and timely file, or cause to be prepared and timely filed, any such Combined Return. To the extent relating to a Transferred Entity, such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Principal Closing Date or accelerating deductions to periods ending on or before the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Combined Return, Sellers shall submit a draft of the separate Tax Return of the applicable Transferred Entities required to be included in the Combined Return for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer deemed adjustments to the extent related to the Transferred Entities provided no later than ten (10) days prior to filing any such Combined Return. For the avoidance of doubt, the Sellers shall not be required to submit and Buyer shall have no right to review any Combined Return as a wholePurchase Price.

Tax Return Filing. (a) Sellers Parent shall prepare and timely file, or shall cause to be prepared and timely filed, file all Tax Returns required to be filed in respect of Holdings, Surviving Company, the Transferred Entities that are required to be filed on or before the Relevant Closing Date (as applicable to each Transferred Entity). Sellers shall pay, or cause to be paid, all Taxes of the Transferred Entities due with respect to Company and its Subsidiaries for any Straddle Period which Tax Returns required to be filed on or before the Principal Closing Date where such Taxes are required by applicable Law to be paid on or before the Principal Closing Date. The Sellers are required to pay or to procure that the Transferred Entities shall pay all Taxes due with respect to Tax Returns of the Deferred Business Transferred Entities that are required to be filed after the Principal Closing Date and on or before a Deferred Closing Date where such Taxes are required by applicable Law, in force at the Principal Closing Date, to be paid on or before the Deferred Closing Date. All Tax Returns required to be prepared by Sellers pursuant to this Section 6.01(a) shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of to the Transferred Entities, as applicable, extent consistent with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Principal Closing Date or accelerating deductions to periods ending on or before the Principal Closing Date)applicable Law, except as required by applicable Law or as otherwise expressly contemplated by provided in this Agreement. At least twenty (20) days The Stockholders’ Representative shall have a reasonable opportunity to review all such Tax Returns prior to filing any Tax Return required and Parent shall make such revisions as are reasonably requested by Stockholders’ Representative. The Stockholders shall pay to be filed after Parent, not later than five (5) Business Days prior to the Principal Closing Date and on or before a Deferred Closing Date, Sellers shall submit a draft due date of such Tax Return to Buyer for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer provided no later than ten Returns (10) days prior to filing any such Tax Return. (b) Except to the extent described in Section 6.01(a) and Section 6.01(cincluding extensions), Buyer shall prepare the amount of Taxes shown due and timely file, or cause to be prepared and timely filed, any Tax Return required to be filed in respect of the Transferred Entities for a Pre-Closing Tax Period or for a Tax period beginning on or prior to the Deferred Closing Date and ending after the Deferred Closing Date (a “Pre-Closing Buyer Prepared Tax Return”), and the Sellers shall pay, or cause to be paid, to Buyer all Taxes of the Transferred Entities due with respect to such Tax Returns to the extent allocable payable which is attributable to the Pre-Closing Tax Period or that are Seller Deferred Closing Taxes on or before payment determined in a manner consistent with Section 6.01(b) of such Taxes is due to the Tax Authority; providedthis Agreement, that Sellers shall not be required to pay or cause to be paid any such Taxes except to the extent that estimated Tax payments have been made with respect to such Taxes were included as a liability in calculating prior to the Closing Date and except to the extent that such Taxes are included in the calculation of Estimated Net Working Capital or included in Closing Date IndebtednessFinal Net Working Capital. If the Parent shall timely pay and discharge all Taxes shown as allocable to be due and payable on such Tax Returns before the same shall become delinquent and before penalties accrue thereon. The Stockholders’ Representative shall prepare and timely file all Tax Returns of Holdings, the Company and its Subsidiaries for all Pre-Closing Tax Period Periods (excluding Tax Returns for any Straddle Periods) including the final consolidated U.S. Federal income Tax Return for the affiliated group of corporations of which Holdings is the common parent for the Tax period beginning before and ending on the Closing Date. Parent shall provide Stockholders’ Representative with any required powers of attorney or Seller Deferred Closing Taxes other similar authorization to ensure that Stockholders’ Representative can timely file all such Tax Returns. Each such Tax Return shall be prepared on a Pre-Closing Buyer Prepared basis consistent with past practices to the extent consistent with applicable Law, except as otherwise expressly provided in this Agreement. Parent shall have a reasonable opportunity to review all such Tax Return are less Returns. No later than the amount included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness, Buyer shall refund such excess to Seller at least five (5) Business days before payment of such Taxes is due Days prior to the due date of any such Tax Authority. PreReturn (including extensions), the Stockholders shall pay to Parent the amount of Taxes shown to be due and payable on such pre-Closing Buyer Prepared period Tax Returns shall be prepared by treating items on such Pre-Closing Buyer Prepared Returns, except to the extent estimated Tax Returns in a manner consistent with the past practices of the Transferred Entities, as applicable, payments have been made with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in Taxes prior periods (including positions, elections or methods that would have to the effect of recognition of income to periods ending on or before the Principal Closing Date and except to the extent that such Taxes are included in the calculation of Estimated Working Capital or delaying deductions to periods ending after the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this AgreementFinal Net Working Capital. At least twenty (20) days prior to filing any Pre-Closing Buyer Prepared Tax Return, Buyer Parent shall submit a draft of such Pre-Closing Buyer Prepared Tax Return to Sapphire for Sapphire’s review timely pay and comment and shall incorporate any reasonable comments of Sapphire provided no later than ten (10) days prior to filing any such Straddle Period Tax Return. Sapphire shall reimburse Buyer for any reasonable out-of-pocket costs and expenses (including fees paid to an accounting firm) incurred in preparing any Buyer Prepared Pre-Closing Tax Return that relate to taxable years or periods ending on or before the Principal Closing Date. (c) If a Transferred Entity joins a Retained Entity as a member of an affiliated, consolidated, combined or unitary group for any Pre-Closing Tax Period (a “Combined Return”), the Sellers shall prepare and timely file, or cause discharge all Taxes shown to be prepared due and timely filed, any such Combined Return. To the extent relating to a Transferred Entity, such Tax Returns shall be prepared by treating items payable on such Tax Returns in a manner consistent with the past practices of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Principal Closing Date or accelerating deductions to periods ending on or before the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Combined Return, Sellers same shall submit a draft of the separate Tax Return of the applicable Transferred Entities required to be included in the Combined Return for Buyer’s review become delinquent and comment and shall incorporate any reasonable comments of Buyer to the extent related to the Transferred Entities provided no later than ten (10) days prior to filing any such Combined Returnbefore penalties accrue thereon. For the avoidance of doubt, the Sellers Parties intend that the Company and its Subsidiaries will become members of Parent’s consolidated Tax group upon the consummation of the Merger and, as a result of the Merger, the Tax period of Holdings and the Company and its Subsidiaries beginning before the Closing Date will end for Federal income Tax purposes on the Closing Date. The Parties agree that the Federal income Tax Return of the Company and its Subsidiaries for such Tax period shall be prepared in accordance with Treasury Regulation section 1.1502-76(b)(1)(ii) and that all items of loss and expense deductions resulting from or attributable to the Option Cancellation Payments and to the extent properly deductible, the Transaction Expenses shall be included as deductions on the income Tax Return of Holdings and the Company for such Tax period. In the event that the calculation of income Tax for a taxable period ending on the Closing Date results in a net loss (taking into account the deductions for the Option Cancellation Payments and all Transaction Expenses paid on or prior to the Closing Date as per Treasury Regulations Section 1.1502-76), then Holdings and the Company and its Subsidiaries shall, if possible, carry back the net loss to prior years in order to generate a Tax refund, credit or offset against Tax for the Stockholders’ benefit. To the extent any such net loss (or a portion thereof) generates a Tax refund, credit or offset against current Tax attributable to the Pre-Closing Tax Period of any Straddle Period as determined in accordance with Section 6.01(b), the Stockholders shall be entitled to the benefit of any such Tax refund, credit or offset against Tax. Furthermore, for the avoidance of doubt, the Parties hereto agree (i) that no election to waive any carryback of net operating losses under Code section 172(b)(3) shall be made on any Tax Return of Holdings or the Company or any of its Subsidiaries filed in respect of a taxable period (or portion thereof) ending on or before the Closing Date, (ii) that none of the Parties (or their respective Affiliates) shall make a ratable allocation election under Treasury Regulation Section 1.1502-76(b)(2) or any analogous provision of state, local or foreign Law, and (iii) in accordance with Treasury Regulation Section 1.1502-76 and any analogous provision of state, local or foreign Law, any Tax imposed with respect to an extraordinary transaction that Parent or any of its Affiliates (including, after the Closing, the Surviving Company and the Company and its Subsidiaries) causes to occur on the Closing Date after the Closing shall be allocated to the taxable period (or portion thereof) beginning after the Closing Date. None of the Parties nor any of their Affiliates shall take any position on an applicable income Tax Return that is inconsistent with the treatment of the Merger as a merger of Holdings into Parent that constitutes a reorganization within the meaning of Section 368(a)(1)(A) of the Code. Subject to the foregoing provisions of this Section 6.02(a), the Tax Returns referred to in this Section 6.02(a) shall be prepared in a manner consistent with past practice, unless a contrary treatment is required by an intervening change in the applicable law. An exact copy of any such Tax Return filed by Parent or the Stockholders and evidence of payment of such Taxes shall be provided to the Stockholders’ Representative or Parent, as applicable, no later than ten (10) Business Days after such Tax Return is filed. (b) Notwithstanding anything to the contrary in this Agreement, Parent shall not, and shall not cause or permit any of its Affiliates to, file any amended Tax Return relating to Holdings, the Company or its Subsidiaries (or otherwise change any Tax Return) or make an election with respect to taxable periods (or portions thereof) ending on or prior to the Closing Date without prior written consent of the Stockholders’ Representative, which consent shall not be unreasonably withheld. To the extent that amounts are available in the Escrow Fund therefor, the Stockholders’ Representative and Parent shall cause any payments required to submit be paid by the Stockholders pursuant to Section 6.02(a) or Section 6.02(b) to be paid by executing and Buyer delivering to the Escrow Agent joint written instructions as required by the Escrow Agreement directing the Escrow Agent to disburse and/or transfer such amounts from the Escrow Fund to Holdings. Anything contained in this Agreement to the contrary notwithstanding, all payments to be made by the Stockholders under Section 6.01(a) shall have no right be deemed adjustments to review any Combined Return as a wholethe Merger Consideration.

Tax Return Filing. (ai) Sellers Parent shall prepare be responsible for the preparation and timely file, or shall cause to be prepared and timely filed, filing of all Tax Returns required to be filed in respect of the Transferred Entities that are required to be filed on or before the Relevant Closing Date (as applicable to each Transferred Entity). Sellers shall pay, or cause to be paid, all Taxes of the Transferred Entities due with respect to Tax Returns required to be filed on or before the Principal Closing Date where such Taxes are required by applicable Law to be paid on or before the Principal Closing Date. The Sellers are required to pay or to procure that the Transferred Entities shall pay all Taxes due with respect to Tax Returns of the Deferred Business Transferred Entities Surviving Corporation and its Subsidiaries that are required to be filed after the Principal Closing Date by or with respect to the Company and on each Subsidiary for taxable years or before a Deferred Closing Date where such Taxes are required by applicable Law, in force at the Principal Closing Date, to be paid periods ending on or before the Deferred Closing DateDate (“Pre-Closing Period Return”). All Tax Returns In addition, Parent shall be responsible for the preparation and timely filing of any Return relating to any Straddle Period that is required to be prepared by Sellers pursuant to this Section 6.01(a) filed after the Closing Date (“Straddle Period Return”). The expense of preparing and filing any Pre-Closing Period Return or Straddle Period Return shall be prepared borne by treating items on such Tax the Surviving Corporation. Pre-Closing Period Returns and Straddle Period Returns shall be filed in a manner consistent with the past practices of the Transferred Entitiespractice (unless required by applicable Law to be filed in a different manner), as applicable, with respect to such items and, on such Tax Returns, and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing prior income periods in filing such Pre-Closing Period Returns and filing similar Tax Straddle Period Returns in prior periods (including positions, elections or methods that any position which would have the effect of accelerating or deferring income or deductions from one period to periods ending after the Principal Closing Date or accelerating deductions another period (including from one portion of a Straddle Period to periods ending on or before the Principal Closing Dateanother), except as ) unless required by applicable Law or as expressly contemplated unless such position, election or method does not give rise to a Loss of an Indemnified Party subject to the indemnification provisions of Article VIII. Pre-Closing Period Returns and Straddle Period Returns relating to income Taxes to be prepared by this Agreement. At least twenty Parent shall be submitted to the Securityholder Representative not later than fifteen (2015) days prior to the due date for filing any Tax Return required to be filed after such Returns (or, if such due date is within 45 days following the Principal Closing Date and on or before a Deferred Closing Date, Sellers shall submit a draft of such Tax Return to Buyer as promptly as practicable following the Closing Date) for Buyer’s review and comment approval by the Securityholder Representative (such approval not to be unreasonably withheld, it being agreed and understood that Parent may file such Returns without first obtaining the approval of the Securityholder Representative, but any such Return filed without the approval of the Securityholder Representative shall not be dispositive for purposes of determining the existence or amount of any Loss that would be indemnifiable pursuant to the provisions of Article VIII) and a copy of any such Return filed by Parent shall be provided to the Securityholder Representative upon request. All Taxes due on Pre-Closing Period Returns and Straddle Period Returns shall be paid by the Surviving Corporation or its Subsidiaries, as appropriate, and shall incorporate be, for the avoidance of doubt, subject to the indemnification provisions of Article VIII hereof, together with any reasonable comments of Buyer provided no later than ten (10) days prior to filing any such Tax ReturnLosses related thereto. (bii) Except to the extent described in Section 6.01(a) and Section 6.01(c), Buyer shall prepare and timely file, or cause to be prepared and timely filedIf Parent, any Tax Affiliate of Parent, the Company, the Surviving Corporation or any of their respective Subsidiaries amends any Return required to be filed in respect of by the Transferred Entities for a Pre-Closing Tax Period Company or for a Tax period beginning on or its Subsidiaries prior to the Deferred Closing Date and ending after the Deferred Closing Date (a “Pre-Closing Buyer Prepared Tax Return”)date of this Agreement, and the Sellers shall pay, or cause to be paid, to Buyer all Taxes of the Transferred Entities due with respect to such Tax Returns to the extent allocable to the Pre-Closing Tax Period or that are Seller Deferred Closing Taxes on or before payment of such Taxes is due to the Tax Authority; provided, that Sellers shall not be required to pay or cause to be paid any such Taxes to the extent such Taxes were included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness. If the Taxes shown as allocable to the Pre-Closing Tax Period or Seller Deferred Closing Taxes on a Pre-Closing Buyer Prepared Tax amended Return are less than the amount included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness, Buyer shall refund such excess to Seller at least five (5) Business days before payment of such Taxes is due to the Tax Authority. Pre-Closing Buyer Prepared Tax Returns shall be prepared by treating items on such Pre-Closing Buyer Prepared Tax Returns filed in a manner consistent with the past practices of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods practice (including positions, elections or methods that would have the effect of recognition of income to periods ending on or before the Principal Closing Date or delaying deductions to periods ending after the Principal Closing Date), except as unless required by applicable Law to be filed in a different manner or as expressly contemplated by this Agreement. At least twenty unless such inconsistent manner does not give rise to a Loss of an Indemnified Party subject to the indemnification provisions of Article VIII), and Parent shall submit any amended Return relating to income Taxes to the Securityholder Representative not later than fifteen (2015) days prior to the filing any Pre-Closing Buyer Prepared Tax Return, Buyer shall submit a draft of such Pre-Closing Buyer Prepared Tax amended Return to Sapphire for Sapphire’s review and comment approval by the Securityholder Representative (such approval not to be unreasonably withheld, it being agreed and shall incorporate any reasonable comments understood that Parent may file such amended Returns without first obtaining the approval of Sapphire provided no later than ten (10) days prior to filing the Securityholder Representative, but any such Straddle Period Tax Return. Sapphire shall reimburse Buyer for any reasonable out-of-pocket costs and expenses (including fees paid to an accounting firm) incurred in preparing any Buyer Prepared Pre-Closing Tax Return that relate to taxable years or periods ending on or before filed without the Principal Closing Date. (c) If a Transferred Entity joins a Retained Entity as a member of an affiliated, consolidated, combined or unitary group for any Pre-Closing Tax Period (a “Combined Return”), the Sellers shall prepare and timely file, or cause to be prepared and timely filed, any such Combined Return. To the extent relating to a Transferred Entity, such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices approval of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Principal Closing Date or accelerating deductions to periods ending on or before the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Combined Return, Sellers shall submit a draft of the separate Tax Return of the applicable Transferred Entities required to be included in the Combined Return for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer to the extent related to the Transferred Entities provided no later than ten (10) days prior to filing any such Combined Return. For the avoidance of doubt, the Sellers Securityholder Representative shall not be required dispositive for purposes of determining the existence or amount of any Loss that would be indemnifiable pursuant to submit and Buyer shall have no right to review any Combined Return as a wholethe provisions of Article VIII).

Tax Return Filing. (ai) Sellers Seller shall prepare and timely file, or shall cause to be prepared and timely filed, all Tax Returns required to be filed in respect of for the Transferred Entities that are required to be filed on or before the Relevant Closing Date (as applicable to each Transferred Entity). Sellers shall pay, or cause to be paid, all Taxes of the Transferred Entities due with respect to Tax Returns required to be filed on or before the Principal Closing Date where such Taxes are required by applicable Law to be paid on or before the Principal Closing Date. The Sellers are required to pay or to procure that the Transferred Entities shall pay all Taxes due with respect to Tax Returns of the Deferred Business Transferred Entities that are required to be filed after the Principal Closing Date and on or before a Deferred Closing Date where such Taxes are required by applicable Law, in force at the Principal Closing Date, to be paid on or before the Deferred Closing Date. All Tax Returns required to be prepared by Sellers pursuant to this Section 6.01(a) shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Principal Closing Date or accelerating deductions to Acquired Companies for any taxable periods ending on or before the Principal Closing DateDate (“Pre-Closing Tax Period”), except as required by applicable Law or as expressly contemplated by this Agreementwhich returns shall be prepared in a manner consistent with past practice. At least twenty (20) days prior to filing any Seller shall submit each Tax Return required to be filed after the Principal Closing Date and on or before a Deferred Closing Date, Sellers shall submit a draft of such Tax Return to Buyer for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer provided no later than ten (10) days prior to filing any such Tax Return. (b) Except to the extent described in Section 6.01(a) and Section 6.01(c), Buyer shall prepare and timely file, or cause to be prepared and timely filed, any Tax Return required to be filed in respect of the Transferred Entities for a Pre-Closing Tax Period or for a Tax period beginning on or prior to that has not yet been filed as of the Deferred Closing Date and ending after the Deferred Closing Effective Date (a “Pre-Closing Buyer Prepared Tax Return”)) to Buyer at least 20 Business Days prior to the due date (taking into account any extensions) for the Buyer’s review and comment, and Seller shall consider any such comments in good faith. Seller shall pay all Taxes of the Sellers Acquired Companies reflected on such Pre-Closing Tax Return. (ii) Buyer or the Acquired Companies shall pay, prepare or cause to be paidprepared all Tax Returns for the Acquired Companies for any taxable period that includes (but does not start on) the Closing Date (a “Straddle Period”) in a manner consistent with past practice (except to the extent past practice is affected by the transactions contemplated by this Agreement). Buyer or the Acquired Companies shall submit each Tax Return for a Straddle Period (a “Straddle Return”) to Seller at least twenty (20) Business Days prior to the due date (taking into account any extensions) for Seller’s review, comment and approval. Seller shall pay all Taxes (other than Taxes covered by Section 7(f) and Section 8(c)) attributable to Buyer all a pre-closing period that are reflected on a Straddle Return (“Pre-Closing Straddle Tax”); provided that any estimated Pre-Closing Straddle Tax payment made by the Acquired Companies during a Straddle Period but prior to the Closing Date shall be credited against such Pre-Closing Straddle Tax liability and any overpayment of estimated Pre-Closing Straddle Tax shall be promptly refunded to Seller. For purposes of the preceding sentence, the amount of any Taxes based on or measured by income, receipts, sales, use or payroll of the Acquired Companies (other than Taxes covered by Section 7(a)(v) and Section 8(c)) reflected on a Straddle Return that are attributable to a pre-closing period shall be determined based on an interim closing of the books as of the close of business on the day preceding the Closing Date (and for such purpose, the taxable period of any partnership or other entity in which the Company holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of the Transferred Entities due with respect Acquired Companies (other than Taxes covered by Section 7(f) and Section 8(c)) reflected on a Straddle Return that are attributable to a pre-closing period shall be deemed to be the amount of such Tax Returns for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the date preceding the Closing Date and the denominator of which is the number of days in such Straddle Period. Seller’s obligation to pay Taxes reflected on a Straddle Return that are attributable to a pre-closing period shall not cover Taxes resulting from any action taken on or after the extent allocable Closing Date by the Buyer, any of its affiliates, or any transferees of the Buyer or their Affiliates. Buyer shall not amend a Tax Return that is attributable to the a Pre-Closing Tax Period or that are Seller Deferred Closing Taxes on Straddle Return or before payment of such Taxes is due make any tax election with an effective date prior to the Tax Authority; provided, that Sellers Closing Date without Seller’s consent (which consent shall not be required unreasonably withheld). (iii) In the event that Buyer or the Acquired Companies, on the one hand, and Seller, on the other hand, are unable to pay or cause agree on any comments to be paid any such Taxes to the extent such Taxes were included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness. If the Taxes shown as allocable to the Pre-Closing Tax Period or Seller Deferred Closing Taxes on a Pre-Closing Buyer Prepared Tax Return are less than the amount included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness, Buyer shall refund such excess to Seller at least five (5) Business days before payment of such Taxes is due to the Tax Authority. Pre-Closing Buyer Prepared Tax Returns shall be prepared by treating items on such Pre-Closing Buyer Prepared Tax Returns in a manner consistent with the past practices of the Transferred Entitiespursuant to Section 29(a)(ii) for which agreement is required, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of recognition of income to periods ending on or before the Principal Closing Date or delaying deductions to periods ending after the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Pre-Closing Buyer Prepared Tax Return, Buyer shall submit a draft of such Pre-Closing Buyer Prepared Tax Return to Sapphire for Sapphire’s review and comment and shall incorporate any reasonable comments of Sapphire provided no later than within ten (10) days prior Business Days after Seller has delivered its comments, the parties shall refer such dispute to filing any such Straddle Period Tax Return. Sapphire shall reimburse a nationally-recognized accounting firm mutually agreed upon by Buyer and Seller (the “Accountants”) for any reasonable out-of-pocket costs final determination; the fees and expenses (including fees paid to an accounting firm) incurred in preparing any Buyer Prepared Pre-Closing Tax Return that relate to taxable years or periods ending on or before of the Principal Closing Date. (c) If a Transferred Entity joins a Retained Entity as a member of an affiliated, consolidated, combined or unitary group for any Pre-Closing Tax Period (a “Combined Return”), the Sellers shall prepare and timely file, or cause to be prepared and timely filed, any such Combined Return. To the extent relating to a Transferred Entity, such Tax Returns Accountants shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Transferred Entities, as applicable, with respect paid fifty percent (50%) to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing Buyer and filing similar Tax Returns in prior periods fifty percent (including positions, elections or methods that would have the effect of deferring income 50%) to periods ending after the Principal Closing Date or accelerating deductions to periods ending on or before the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Combined Return, Sellers shall submit a draft of the separate Tax Return of the applicable Transferred Entities required to be included in the Combined Return for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer to the extent related to the Transferred Entities provided no later than ten (10) days prior to filing any such Combined Return. For the avoidance of doubt, the Sellers shall not be required to submit and Buyer shall have no right to review any Combined Return as a wholeSeller.

Tax Return Filing. (a) Sellers After the Closing, Buyer shall prepare and timely file, or shall cause to be prepared and timely filed, all Tax Returns required to be filed in respect of the Transferred Entities that are required to be filed on or before the Relevant Closing Date (as applicable to each Transferred Entity). Sellers shall pay, or cause to be paid, all Taxes of the Transferred Entities due with respect to Tax Returns required to be filed on or before the Principal Closing Date where such Taxes are required by applicable Law to be paid on or before the Principal Closing Date. The Sellers are required to pay or to procure that the Transferred Entities shall pay all Taxes due with respect to Pass-Through Income Tax Returns of the Deferred Business Transferred Entities that are required to be filed after the Principal Closing Date and on or before a Deferred Closing Date where such Taxes are required by applicable Law, in force at the Principal Closing Date, to be paid on or before the Deferred Closing Date. All Tax Returns required to be prepared by Sellers pursuant to this Section 6.01(a) shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Principal Closing Date or accelerating deductions to Group Companies for periods ending on or before the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Tax Return required to be filed after the Principal Closing Date and on or before a Deferred the due date of which (taking into account extensions of time to file) is after the Closing Date, Sellers shall submit a draft of such Tax Return to Buyer for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer provided no later than ten (10) days prior to filing any such Tax Return. (b) Except but only to the extent described in Section 6.01(a) and Section 6.01(c), Buyer shall prepare and timely file, or cause to be prepared and timely filed, any Tax Return required to be not filed in respect of the Transferred Entities for a Pre-Closing Tax Period or for a Tax period beginning on or prior to the Deferred Closing Date and ending after the Deferred Closing Date (a “the "Pre-Closing Buyer Prepared Tax Returns"). Buyer shall submit each such Pre-Closing Buyer Return”), along with all workpapers, to the Representative at least 30 days prior to the due date (taking into account any extensions) for the Representative's review and approval, which approval shall not be unreasonably withheld, conditioned or delayed; provided that, if Buyer and the Sellers shall pay, or cause Representative are not able to be paid, to Buyer all Taxes resolve any comments of the Transferred Entities due Representative with respect to any such Pre-Closing Buyer Return, then such items of disagreement shall be promptly submitted to and resolved by the Firm in accordance with standards for preparation of such Tax Returns to the extent allocable to the Pre-Closing Tax Period or that are Seller Deferred Closing Taxes on or before payment of such Taxes is due to the Tax Authorityset forth in this ARTICLE IX, including Section 9.01(c); provided, that Sellers shall not be required to pay or cause to be paid any such Taxes to further, that, notwithstanding the extent such Taxes were included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness. If the Taxes shown as allocable to the Pre-Closing Tax Period or Seller Deferred Closing Taxes on forgoing proviso, if a Pre-Closing Buyer Prepared Tax Return are less than the amount included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness, Buyer shall refund such excess has to Seller at least five (5) Business days before payment of such Taxes is due be filed prior to the Tax Authority. Pre-Closing Buyer Prepared Tax Returns shall be prepared resolution by treating items on the Firm, such Pre-Closing Buyer Prepared Tax Returns in a manner Return shall be filed as prepared by Buyer (and subject to any comments from the Representative to which Buyer agrees) and then, to the extent necessary upon resolution of such matter by the Firm, such Pre-Closing Buyer Return shall be amended and refiled consistent with such resolution by the past practices Firm. The Representative and Buyer shall cooperate to timely file the Pre-Closing Buyer Returns but, for the avoidance of the Transferred Entitiesdoubt, as applicable, with respect to such items and, on such Tax Returns, no position Buyer shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing sign and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of recognition of income to periods ending on or before the Principal Closing Date or delaying deductions to periods ending after the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing file any Pre-Closing Buyer Prepared Tax Return, Buyer shall submit a draft of such Pre-Closing Buyer Prepared Tax Return to Sapphire for Sapphire’s review and comment and shall incorporate any reasonable comments of Sapphire provided no later than ten (10) days prior to filing any such Straddle Period Tax Return. Sapphire shall reimburse Buyer for any reasonable out-of-pocket costs and expenses (including fees paid to an accounting firm) incurred in preparing any Buyer Prepared Pre-Closing Tax Return that relate to taxable years or periods ending on or before the Principal Closing Date. (c) If a Transferred Entity joins a Retained Entity as a member of an affiliated, consolidated, combined or unitary group for any Pre-Closing Tax Period (a “Combined Return”), the Sellers shall prepare and timely file, or cause to be prepared and timely filed, any such Combined Return. To the extent relating to a Transferred Entity, such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Principal Closing Date or accelerating deductions to periods ending on or before the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Combined Return, Sellers shall submit a draft of the separate Tax Return of the applicable Transferred Entities required to be included in the Combined Return for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer to the extent related to the Transferred Entities provided no later than ten (10) days prior to filing any such Combined Return. For the avoidance of doubt, the Sellers shall not be required to submit and Buyer shall have no right to review any Combined Return as a whole.

Tax Return Filing. (a) Sellers The Representative shall prepare prepare, at the Company’s expense, and with the Purchaser’s cooperation, timely file, or shall cause to be prepared and timely filed, file all Tax Returns required to be filed in respect of the Transferred Entities that are required to be filed on or before the Relevant Closing Date (as applicable to each Transferred Entity). Sellers shall pay, or cause to be paid, all Taxes of the Transferred Entities due with respect to Tax Returns required to be filed on or before the Principal Closing Date where such Taxes are required by applicable Law to be paid on or before the Principal Closing Date. The Sellers are required to pay or to procure that the Transferred Entities shall pay all Taxes due with respect to Tax Returns of the Deferred Business Transferred Entities that are required to be filed after the Principal Closing Date and on or before a Deferred Closing Date where such Taxes are required by applicable Law, Company in force at the Principal Closing Date, to be paid on or before the Deferred Closing Date. All Tax Returns required to be prepared by Sellers pursuant to this Section 6.01(a) shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices respect of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Principal Closing Date or accelerating deductions to all taxable periods ending on or before the Principal Closing DateDate (“Pre-Closing Periods”) that are due after the Closing Date (taking into account extensions) (“Pre-Closing Returns”). The Sellers shall pay to the Company when due the product of (i) all Taxes shown to be due on such Pre-Closing Returns multiplied by (ii) the percentage interest in the Company that the Sold Shares constitute, except as required by applicable Law to the extent not otherwise previously included in the calculation of Company Debt, Net Tangible Assets or Company Expenses. The Representative shall provide Purchaser such Pre-Closing Returns (along with supporting workpapers) for Purchaser’s review and comment at least sixty (60) days prior to the due date of such Pre-Closing Returns (including extensions) (or as expressly contemplated by this Agreementsoon as practical prior to the filing date with respect to any payroll Tax Returns and Tax Returns due (including extensions) within sixty (60) days after the close of the taxable period). At least Within twenty (20) days prior to filing any Tax Return required to be filed after the Principal Closing Date and on or before a Deferred Closing Date, Sellers shall submit a draft date of receipt by Purchaser of such Tax Return, Purchaser shall deliver to the Representative a written request for changes to such Tax Return. If Purchaser delivers such a request, then the Representative and Purchaser shall undertake in good faith to resolve the issues raised in such request. If the Representative and Purchaser are unable to resolve any issue by twenty (20) days after the date of receipt by the Representative of the request for changes for filing of the Pre-Closing Return in question, then the Representative and Purchaser shall jointly engage the Settlement Arbitrator (in the manner set forth in Section 2.5(b)(iii)) to Buyer resolve such dispute, and the decision of the Settlement Arbitrator shall be final and the fees of the Settlement Arbitrator shall be shared equally by Purchaser, on the one hand, and the Sellers on the other hand. If any dispute with respect to a Pre-Closing Return is not resolved at least three (3) days prior to the due date of such Pre-Closing Return, such Pre-Closing Return shall be timely filed in the manner which the Representative deems correct without prejudice to the resolution of such dispute; provided that, once resolution of such dispute has been determined, such Pre-Closing Return shall be amended, if necessary, to include the final resolution of such dispute. (b) The Purchaser, at the Company’s expense, shall prepare and timely file all Tax Returns of the Company for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer provided no Straddle Period (“Straddle Returns”). No later than ten (10) Business Days after a Straddle Return is filed, the Sellers shall pay to the Company the product of (i) the Taxes shown to be due on such Straddle Return allocable to the portion of Straddle Period up to and including the Closing Date as determined under Section 9.2 multiplied by (ii) the percentage interest in the Company that the Sold Shares constitute, to the extent not otherwise previously included in the calculation of Company Debt, Net Tangible Assets or Company Expenses. Purchaser shall provide such Straddle Returns (along with supporting workpapers) to the Representative for the Representative’s review and comment at least sixty (60) days prior to filing any the due date of such Tax Return. Straddle Returns (bincluding extensions) Except to the extent described in Section 6.01(a) and Section 6.01(c), Buyer shall prepare and timely file, (or cause to be prepared and timely filed, any Tax Return required to be filed in respect of the Transferred Entities for a Pre-Closing Tax Period or for a Tax period beginning on or as soon as practical prior to the Deferred Closing Date and ending after the Deferred Closing Date (a “Pre-Closing Buyer Prepared Tax Return”), and the Sellers shall pay, or cause to be paid, to Buyer all Taxes of the Transferred Entities due filing date with respect to such any payroll Tax Returns to the extent allocable to the Pre-Closing Tax Period or that are Seller Deferred Closing Taxes on or before payment of such Taxes is due to the Tax Authority; provided, that Sellers shall not be required to pay or cause to be paid any such Taxes to the extent such Taxes were included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness. If the Taxes shown as allocable to the Pre-Closing Tax Period or Seller Deferred Closing Taxes on a Pre-Closing Buyer Prepared Tax Return are less than the amount included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness, Buyer shall refund such excess to Seller at least five (5) Business days before payment of such Taxes is due to the Tax Authority. Pre-Closing Buyer Prepared and Tax Returns shall be prepared by treating items on such Pre-Closing Buyer Prepared Tax Returns in a manner consistent with due (including extensions) within sixty (60) days after the past practices close of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of recognition of income to periods ending on or before the Principal Closing Date or delaying deductions to periods ending after the Principal Closing Datetaxable period), except as required by applicable Law or as expressly contemplated by this Agreement. At least Within twenty (20) days prior to filing any Pre-Closing Buyer Prepared Tax after the date of receipt by the Representative of such Straddle Return, Buyer the Representative shall submit deliver to Purchaser a draft written request for changes to such Straddle Return. If the Representative delivers such a request, then the Representative and Purchaser shall undertake in good faith to resolve the issues raised in such request. If the Representative and Purchaser are unable to resolve any issue by twenty (20) days after the date of receipt by Purchaser of the request for changes for filing of the Straddle Return in question, then the Representative and Purchaser shall jointly engage the Settlement Arbitrator (in the manner set forth in Section 2.5(b)(iii)) to resolve such Pre-Closing Buyer Prepared Tax dispute, and the decision of Settlement Arbitrator shall be final and the Settlement Arbitrator’s fees shall be shared equally by Purchaser, on the one hand, and the Sellers the other hand. If any dispute with respect to a Straddle Return to Sapphire for Sapphire’s review and comment and shall incorporate any reasonable comments of Sapphire provided no later than ten is not resolved at least three (103) days prior to filing any the due date of such Straddle Period Tax Return. Sapphire , such Straddle Return shall reimburse Buyer for any reasonable out-of-pocket costs and expenses (including fees paid be timely filed in the manner which Purchaser deems correct without prejudice to an accounting firm) incurred in preparing any Buyer Prepared Pre-Closing Tax the resolution of such dispute; provided that, once resolution of such dispute has been determined, such Straddle Return that relate shall be amended, if necessary, to taxable years or periods ending on or before include the Principal Closing Datefinal resolution of such dispute. (c) If All Tax Returns described in Section 9.1(a) and (b) shall (i) be prepared and filed in accordance with the prior positions and practices of the Company, unless a Transferred Entity joins contrary treatment is required by Applicable Law and (ii) to the extent permitted by Applicable Law, report the Transaction Tax Deductions in a Retained Entity as a member of an affiliated, consolidated, combined or unitary group for any Pre-Closing Tax Period (a “Combined Return”), the Sellers shall prepare and timely file, or cause to be prepared and timely filed, any such Combined Return. To the extent relating to a Transferred Entity, such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Principal Closing Date or accelerating deductions to periods ending on or before the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Combined Return, Sellers shall submit a draft of the separate Tax Return of the applicable Transferred Entities required to be included in the Combined Return for Buyer’s review and comment and shall incorporate any reasonable comments case of Buyer to a Straddle Period, in the extent related to the Transferred Entities provided no later than ten (10) days prior to filing any pre-Closing portion of such Combined Return. For the avoidance of doubt, the Sellers shall not be required to submit and Buyer shall have no right to review any Combined Return as a wholeperiod).