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.

Tax Return Filing. (aA) Sellers The 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, file or cause to be paid, timely filed all Taxes Tax Returns for Pre-Closing Tax Periods and Straddle Periods of the Transferred Entities due 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 required for the 2018 calendar year, the Company and its Subsidiaries will engage their existing tax return preparer to be filed on or before prepare such Tax Returns (at the Principal Closing Date where direction of Buyer) and shall reasonably cooperate with Buyer to begin the preparation of such Taxes are required by applicable Law Tax Returns prior to be paid on or before the Principal Closing DateClosing. The Sellers are required to pay Buyer shall prepare and file 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 cause to be prepared and filed, 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 Sellers pursuant Law. The Buyer shall deliver all Pre-Closing Tax Returns to this Section 6.01(athe Sellers’ Representative for review and comment at least 20 days prior to the due date (including valid extensions) shall be prepared by treating items on for filing such Tax Returns (except in the case of 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 non-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 Datewhere such 20-day period is not practical, Sellers shall submit in which case as soon as practical). Within 10 days of receiving a draft of such Tax Return to Buyer for Buyer’s review and comment and shall incorporate any reasonable comments (except in the case of Buyer provided no later a non-income Tax Return received less than ten (10) 10 days prior to the due date, in 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 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.

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 a Pre-Closing Tax Period or Straddle Period shall be filed after exclusively within the Principal Closing Date and on or before a Deferred Closing Date, Sellers shall submit a draft control 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 ReturnPurchasers.

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 ending after the Principal Closing Date or accelerating deductions to periods portions thereof) ending on or before prior to the Principal Closing Date)Date without a written consent of the Seller, except as unless required to do so by Law. If Buyer or the Company or the Subsidiary is required by applicable Law law to file an amended Tax return for the Company or as expressly contemplated by this Agreement. At least twenty the Subsidiary with respect to taxable periods (20or portions thereof) days ending on or prior to filing any Tax Return required to be filed after the Principal Closing Date and on or before a Deferred Closing Date, Sellers Seller shall have control over the filing of such amended returns, unless any such amended return adversely affects the Company’s tax position in a Post-Closing period, in which case Seller and Buyer shall have joint control over filing of such amended return. Anything contained in this Agreement to 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 pre-Closing period is contested by Seller and Seller and Buyer cannot reach agreement on the amount within 30 days, Seller and Buyer shall submit a draft their dispute to KPMG LLP or an independent public accounting firm designated jointly by Seller and Buyer who shall determine the amount of such Tax Return to Buyer for Buyer’s review Taxes and comment and the parties shall incorporate any reasonable comments bear the costs of Buyer provided no later than ten (10) days prior to filing any such Tax Returnindependent public accounting firm equally.

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 as promptly as practicable following the Closing Date), provided that Parent’s failure to submit a draft of such Tax Return Returns to Buyer the Company Agent within such time periods shall not impact the Shareholders’ indemnification obligations for Buyer’s review and comment and Taxes under Section 7.2, except to the extent that the Shareholders are actually damaged thereby. The reviewing party shall incorporate respond in writing to the preparing party (which in the case of Company Prepared Returns shall be the Company Agent) with any reasonable comments of Buyer provided no later than within ten (10) business days prior of receiving the draft Tax Return(s), provided, however, that Parent’s failure to 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 issues arising as a result of such Tax Returns and, if they are unable to do so, the disputed items shall be resolved (within a reasonable time, taking into account the deadline for filing any such Tax Return) by an internationally recognized independent accounting firm chosen by both Parent and Company Agent. Upon resolution of all such items, the relevant Tax Return shall be timely filed on that basis.

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 after such Tax Return is filed. Notwithstanding anything to the contrary in this Agreement, none of Buyer, the Company or any Subsidiary of the Company shall file any Tax Return or amended Tax Return, make an election or take any action relating to the Taxes of the Company or any of its Subsidiaries (or otherwise change such Tax Returns or elections) with respect to taxable periods (or portions thereof) ending on or prior to the 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 Sellers’ Representative shall cooperate in the filing of such amended Tax Return, but Sellers’ Representative shall have the right to review and consent to such amended returns (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 Period or pre-Closing portion of a Straddle Period (taking into account all estimated Tax payments that have been made with respect to such Taxes prior to the Closing Date) the Buyer shall 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 Tax ReturnReturn is filed after the applicable filing deadline (including extensions), the amount that shall be so required to pay over to Sellers’ Representative, Sellers, and the Company shall include interest at the rate of 9% per annum accruing from such filing deadline to the actual filing date.

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.

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 Business Days after such Tax Return is filed. Notwithstanding anything to the contrary set forth in this Agreement, following the Closing, except as required by “determination” (as defined in Section 1313 of the Code) neither the Sellers’ Representative nor any Seller shall (i) file, amend, re-file or otheriwse modify any Tax Return, (ii) enter into any closing agreement, settle any Tax claim or assessment relating to the 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 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 unreasonably withheld, conditioned or delayed. Except as required by Law,the Buyer shall not (i) amend any Tax Returns of the Company filed with respect to any Taxable period ending on or prior to filing the Closing Date or with respect to any Straddle Period or (ii) make any Tax election (with respect to the Company) that has retroactive effect to any such Tax ReturnTaxable period or to any Straddle Period, in each such case without the prior written consent of the Sellers’ Representative, such consent not to be unreasonably withheld, conditioned or delayed.

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 prior to filing any after such Tax ReturnReturn is filed.

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 to the extent consistent with applicable Law, except as otherwise expressly provided in this Agreement. The Stockholders’ Representative shall have a reasonable opportunity to review all such Tax Returns prior to filing and Parent shall make such revisions as are reasonably requested by Stockholders’ Representative. The Stockholders shall pay to Parent, not later than five (5) Business Days prior to the due date of such Tax Returns (including extensions), the Transferred Entitiesamount of Taxes shown due and payable which is attributable to the Pre-Closing Tax Period determined in a manner consistent with Section 6.01(b) of this Agreement, as applicable, except to the extent that estimated Tax payments have been made with respect to such items and, Taxes prior to the Closing Date and except to the extent that such Taxes are included in the calculation of Estimated Net Working Capital or Final Net Working Capital. Parent shall timely pay and discharge all Taxes shown 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 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 other similar authorization to ensure that Stockholders’ Representative can timely file all such Tax Returns. Each such Tax Return shall be prepared on a 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 Returns. No later than five (5) Business Days prior to the due date of any such Tax Return (including extensions), the Stockholders shall pay to Parent the amount of Taxes shown to be due and payable on such pre-Closing period Tax Returns, no position except to the extent estimated Tax payments have been made with respect to such Taxes prior to the Closing Date and except to the extent that such Taxes are included in the calculation of Estimated Working Capital or Final Net Working Capital. Parent shall timely pay and discharge all Taxes shown to be due and payable on such Tax Returns before the same shall become delinquent and before penalties accrue thereon. For the avoidance of doubt, the 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 takenprepared 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, election made or method adopted 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 is inconsistent with positions taken, elections made or methods used in preparing and filing similar the calculation of income Tax Returns in prior periods (including positions, elections or methods that would have for a taxable period ending on the effect of deferring income to periods ending after the Principal Closing Date results in a net loss (taking into account the deductions for the Option Cancellation Payments and all Transaction Expenses paid on or accelerating deductions prior to periods 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 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 (ii) that none of the Parties (or their respective Affiliates) shall submit make a draft 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 Buyer for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer provided the Stockholders’ Representative or Parent, as applicable, no later than ten (10) days prior to filing any Business Days after such Tax ReturnReturn is filed.