Common use of Tax Return Filings Clause in Contracts

Tax Return Filings. (a) Subject to Section 11.1(b)-(e) below, the Sellers’ Representative shall timely prepare and file (or cause to be timely prepared and filed) with the relevant Taxing Authority any Covered Tax Return the due date for filing of which (determined taking into account any available extensions) is on or before the Closing Date (“Pre-Closing Covered Tax Returns”), and the Buyer shall timely prepare and file (or cause to be prepared and filed) with the relevant Taxing Authority any Covered Tax Return the due date for the filing of which (determined taking into account any available extensions) is after the Closing Date (“Post-Closing Covered Tax Returns”); provided, however, that all such Covered Tax Returns shall be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries, unless otherwise required by applicable Law; and provided, further, however, that any Covered Tax Return that is otherwise required to be filed for a Straddle Period shall, to the extent permitted by applicable Law, be filed on the basis that the relevant taxable period ended as of the close of business on the Closing Date. (b) In the case of any Pre-Closing Covered Tax Return relating to income Tax or another material Tax, the Sellers’ Representative shall provide the Buyer with a copy of each such Tax Return at least thirty (30) calendar days before such Pre-Closing Covered Tax Return is required to be filed under applicable Law, and no such Pre-Closing Covered Tax Return shall be filed without the Buyer’s prior written consent, which consent may only be withheld if the Buyer reasonably determines that (i) such Pre-Closing Covered Tax Return, if filed as prepared by the Sellers’ Representative, would not be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries, or (ii) the likelihood of any material position reflected on such Pre-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided that the Buyer shall be deemed to have agreed to any such draft Pre-Closing Covered Tax Return unless the Buyer notifies the Sellers Representative in writing of any objections thereto (any such objection, a “Buyer Objection”) within ten (10) calendar days of receipt of the applicable Pre-Closing Covered Tax Return. (c) In the case of any Post-Closing Covered Tax Return, the Buyer shall provide the Sellers’ Representative with a draft of any such Post-Closing Covered Tax Return at least sixty (60) calendar days before such Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions) and no such Post-Closing Covered Tax Return shall be filed without the prior written consent of the Sellers’ Representative, which consent may only be withheld if the Sellers’ Representative reasonably determines that (i) such Post-Closing Covered Tax Return, if filed as prepared by the Buyer, would not be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries or (ii) the likelihood of any material position reflected on such Post-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided, that the Sellers’ Representative shall be deemed to have agreed to such draft Tax Return unless the Sellers’ Representative notifies the Buyer in writing of any objections thereto (any such objection, a “Seller Objection”) within thirty (30) calendar days of receipt of the applicable Post-Closing Covered Tax Return. (d) In the event of either a timely Buyer Objection or a timely Seller Objection, the parties shall negotiate in good faith to resolve the disputed items within the following eight (8) calendar days in the case of any Buyer Objection and within the following ten (10) calendar days in the case of any Seller Objection. If the parties do not resolve all disputed items within such 8-calendar day period or such 10-calendar day period, as applicable, the parties shall jointly appoint a senior tax partner in an Accounting Firm (which tax partner shall be regarded for these purposes as an Accounting Firm) on the next Business Day to resolve all disputed issues at least three (3) calendar days before the applicable Pre-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions) or at least five (5) calendar days before the applicable Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions), as applicable; provided that the Accounting Firm’s review shall be limited to the issues submitted by the parties, and the fees and expenses of the Accounting Firm shall be borne equally by the Sellers, on the one hand, and the Buyer, on the other hand. (e) After any Covered Tax Return is completed in accordance with this Section 11.1, the Sellers shall timely pay (or cause to be timely paid) to the relevant Taxing Authority all Taxes due in connection with the filing of any Pre-Closing Covered Tax Returns, and the Buyer shall timely pay (or cause to be timely paid) to the relevant Taxing Authority all Taxes due in connection with the filing of any Post-Closing Covered Tax Returns; provided that, after the Closing Date, the Sellers’ Representative shall, at least three (3) calendar days before the date on which any such Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions), pay to the Buyer the full amount of Taxes owing with respect to such Covered Tax Return (in the case of a taxable period ending on or before the Closing Date) or the Sellers’ allocable share of the Taxes owing with respect to such Covered Tax Return as determined pursuant to Section 11.2 (in the case of a Straddle Period).

Tax Return Filings. (ai) Subject to Section 11.1(b)-(e) belowSeller shall, or shall cause the Sellers’ Representative shall Acquired Subsidiaries to, timely prepare and file (or cause to be timely prepared and filed) with the relevant Taxing Authority Authorities all Tax Returns for any Covered Tax Return taxable periods of the Acquired Subsidiaries the due date for filing of which (which, determined taking into account any available extensions) , is on or before the Closing Date (“Pre-Closing Covered Tax Returns”)Date; provided that Seller shall furnish Purchaser with a copy of such returns at least 60 days before such returns are due, and the Buyer no such Tax Returns shall timely prepare and file (or cause to be prepared and filed) filed with the relevant any Taxing Authority any Covered Tax Return the due date for the filing of which (determined taking into account any available extensions) is after the Closing Date (“Post-Closing Covered Tax Returns”); provided, however, that all such Covered without Purchaser's written consent. Any Tax Returns described in the preceding sentence shall be prepared on a basis consistent with the past practices of the Company Seller and the Company Seller Subsidiaries, unless except to the extent otherwise required by applicable Lawlaw, and in a manner that does not distort taxable income (e.g., by deferring income or accelerating deductions). (ii) Seller shall prepare, or cause to be prepared, all Tax Returns relating to the Assets (other than the Acquired Subsidiaries) the due date for filing of which, determined taking into account extensions, is on or prior to the Closing Date. Seller shall be liable for and shall indemnify Purchaser, its Affiliates and each of their respective officers, directors, employees, stockholders, agents, and representatives against all liability for any Taxes related to the Assets, Seller, the Seller Subsidiaries or any Seller Group (other than Excluded Taxes which shall be the responsibility of Purchaser) attributable to periods ending on or prior to the Closing Date. (b) Purchaser shall prepare and file, or shall cause to be filed: (i) all Tax Returns with respect to the Assets (including the Acquired Subsidiaries) the due date for filing of which, determined taking into account extensions, is after the Closing Date. Seller shall be liable for and shall indemnify Purchaser, its Affiliates and each of their respective officers, directors, employees, stockholders, agents, and representatives against all liability for any Taxes related to the Assets, Seller, the Seller Subsidiaries or any Seller Group attributable to a Pre-Closing Tax Period other than Excluded Taxes. (ii) all Tax Returns relating to the Assets (including the Acquired Subsidiaries) for any taxable period that begins before the Closing Date and ends after the Closing Date (each such taxable period, a "Straddle Period", and such Taxes, "Straddle Period Taxes"), whether imposed or assessed before or after the Closing Date, other than Straddle Period Tax Returns that Seller is required to file by applicable law. Seller shall be liable for and shall indemnify Purchaser, its Affiliates and each of their respective officers, directors, employees, stockholders, agents, and representatives against all liability for (i) in the case of any Straddle Taxes other than Straddle Period Taxes based upon income or receipts, the amount of such Straddle Period Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period, and (ii) in the case of any Straddle Period Taxes based upon or related to income or receipts, the amount which would be payable if the relevant Tax period ended as of the close of business on the Closing Date; and provided, further, however, that Seller shall not be liable for any Covered Tax Return that is otherwise required Excluded Taxes. Any credits relating to be filed for a Straddle Period shall be taken into account as though the relevant Straddle Period ended on the Closing Date. With respect to any such Straddle Period returns or filings, the non-filing party shall pay to the filing party, not later than 5 Business Days before the due date for payment of such Straddle Period Taxes, an amount equal to the portion of such Straddle Period Taxes for which the non-filing party is liable under this Section 7.2, and the filing party shall, promptly following the filing thereof, furnish to the extent permitted non-filing party a copy of such return or other filing and a copy of a receipt showing payment of any such Straddle Period Tax. (c) With respect to any Tax Return filed by applicable LawPurchaser pursuant to this Section 7.2, Seller shall reimburse Purchaser no later than 5 Business Days prior to the due date for filing such Tax Return for any amount owed by Seller pursuant to this Section 7.2. All Tax Returns for a taxable period including the Closing Date shall be filed on the basis that the relevant taxable period ended as of the close of business on the Closing Date. (b) In the case of any Pre-Closing Covered Tax Return relating to income Tax or another material Tax, the Sellers’ Representative shall provide the Buyer with a copy of each such Tax Return at least thirty (30) calendar days before such Pre-Closing Covered Tax Return is required to be filed under applicable Law, and no such Pre-Closing Covered Tax Return shall be filed without the Buyer’s prior written consent, which consent may only be withheld if the Buyer reasonably determines that (i) such Pre-Closing Covered Tax Return, if filed as prepared by the Sellers’ Representative, would not be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries, or (ii) the likelihood of any material position reflected on such Pre-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided that the Buyer shall be deemed to have agreed to any such draft Pre-Closing Covered Tax Return unless the Buyer notifies the Sellers Representative in writing of any objections thereto (any such objection, a “Buyer Objection”) within ten (10) calendar days of receipt of the applicable Pre-Closing Covered Tax Return. (c) In the case of any Post-Closing Covered Tax Return, the Buyer shall provide the Sellers’ Representative with a draft of any such Post-Closing Covered Tax Return at least sixty (60) calendar days before such Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions) and no such Post-Closing Covered Tax Return shall be filed without the prior written consent of the Sellers’ Representative, which consent may only be withheld if the Sellers’ Representative reasonably determines that (i) such Post-Closing Covered Tax Return, if filed as prepared by the Buyer, would not be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries or (ii) the likelihood of any material position reflected on such Post-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided, that the Sellers’ Representative shall be deemed to have agreed to such draft Tax Return unless the Sellers’ Representative notifies the Buyer in writing of any objections thereto (any such objection, a “Seller Objection”) within thirty (30) calendar days of receipt of the applicable Post-Closing Covered Tax Return. (d) In the event of either a timely Buyer Objection or a timely Seller Objection, the parties shall negotiate in good faith to resolve the disputed items within the following eight (8) calendar days in the case of any Buyer Objection and within the following ten (10) calendar days in the case of any Seller Objection. If the parties do not resolve all disputed items within such 8-calendar day period or such 10-calendar day period, as applicable, the parties shall jointly appoint a senior tax partner in an Accounting Firm (which tax partner shall be regarded for these purposes as an Accounting Firm) on the next Business Day to resolve all disputed issues at least three (3) calendar days before the applicable Pre-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions) or at least five (5) calendar days before the applicable Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions), as applicable; provided that the Accounting Firm’s review shall be limited to the issues submitted by the parties, and the fees and expenses of the Accounting Firm shall be borne equally by the Sellers, on the one hand, and the Buyer, on the other hand. (e) After any Covered Tax Return is completed in accordance with this Section 11.1, the Sellers shall timely pay (or cause to be timely paid) to the relevant Taxing Authority all Taxes due in connection with the filing of any Pre-Closing Covered will not accept such a Tax Returns, and the Buyer shall timely pay (or cause to be timely paid) to the relevant Taxing Authority all Taxes due in connection with the filing of any Post-Closing Covered Tax Returns; provided that, after the Closing Date, the Sellers’ Representative shall, at least three (3) calendar days before the date on which any such Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions), pay to the Buyer the full amount of Taxes owing with respect to such Covered Tax Return (in the case of a taxable period ending on or before the Closing Date) or the Sellers’ allocable share of the Taxes owing with respect to such Covered Tax Return as determined pursuant to Section 11.2 (in the case of a Straddle Period)Return.

Tax Return Filings. (ai) Subject to Section 11.1(b)-(e) below, the Sellers’ Representative Seller shall timely prepare and file (or cause such preparation and filing) in accordance with applicable Law and in a manner consistent with past practice all Tax Returns with respect to be timely prepared the Companies and filed) with the relevant Taxing Authority any Covered Subsidiaries for Tax Return the due date for filing of which (determined taking into account any available extensions) is periods ending on or before the Closing Date (the “Pre-Closing Covered Tax Seller Returns”)) and will pay (or cause to be paid) all Taxes due with respect to Seller Returns. Seller shall provide, or cause to be provided, to Purchaser substantially final copies of any Seller Returns that must be signed by an officer of Purchaser, the Companies or the Subsidiaries that are due after the Closing Date, including all reasonably necessary workpapers supporting such Seller Returns, within thirty (30) days of the date such Seller Return is due. In the event Purchaser reasonably believes such Seller Return is in violation of applicable Law, Purchaser and Seller will attempt to resolve their disagreement. If Purchaser and Seller are unable to resolve their disagreement, the Buyer dispute shall be resolved pursuant to Section 5.4(k) within ten (10) days of submission to the Arbitrator. (ii) Purchaser shall timely prepare and file (or cause such preparation and filing) in accordance with applicable Law all Tax Returns with respect to be prepared the Companies and filed) with the relevant Taxing Authority any Covered Subsidiaries for Tax Return the due date for the filing of which (determined taking into account any available extensions) is periods ending after the Closing Date that include the Closing Date (the “Post-Closing Covered Tax Straddle Period” and the “Straddle Period Returns”); . Purchaser shall provide, or cause to be provided, howeverto Seller substantially final copies of any Straddle Period Returns, that including all such Covered Tax Returns reasonably necessary work papers, at least thirty (30) days prior to the due date thereof (giving effect to any extensions thereto), accompanied by a statement (the “Straddle Statement”) setting forth and calculating in reasonable detail the Pre-Closing Taxes (as defined below). Seller shall be prepared deemed to agree with the Straddle Period Return and Straddle Statement, unless Seller notifies Purchaser as described in the following sentence. If, within ten (10) days of the receipt of the Straddle Period Return and Straddle Statement, Seller notifies Purchaser that it disputes the manner of preparation of the Straddle Period Return or the amount set forth on the Straddle Statement, and provides Purchaser Seller’s proposed form of Straddle Period Return, a statement setting forth and calculating in reasonable detail the Pre-Closing Taxes, and an explanation of the reasons for its adjustment, then Purchaser and Seller shall attempt to resolve their disagreement within the ten (10) days following Seller’s notification to Purchaser of such disagreement. If Purchaser and Seller are unable to resolve their disagreement, the dispute shall be resolved pursuant to Section 5.4(k) within ten (10) days of submission to the Arbitrator. Seller shall pay to Purchaser (or Purchaser shall pay to Seller if the Pre-Closing Taxes is a negative amount) an amount equal to the Pre-Closing Taxes, whether such amount is determined by agreement between Seller and Purchaser or by the Arbitrator, not later than two (2) business days before the due date (including any extensions thereof) for payment of Taxes with respect to the relevant Straddle Period Return. Purchaser shall promptly provide to Seller copies of any filed Straddle Period Returns. (iii) For purposes of this Agreement, in the case of any Taxes with respect to the Companies or the Subsidiaries that are payable with respect to any Straddle Period, the portion of any such Taxes that constitutes “Pre-Closing Taxes” shall be the excess of (A) (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), the amount that would be payable if the Tax period ended at the close of business on the Closing Date and (ii) in the case of Taxes (other than those described in clause (i)) imposed on a periodic basis consistent with respect to the past practices business or assets of the Company Companies or the Subsidiaries, the amount of 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 and including the Closing Date and the Company Subsidiariesdenominator of which is the number of calendar days in the entire Straddle Period reduced by (B) any prepayment or advances of Taxes or any payments of estimated Taxes with respect to the Straddle Period paid prior to the Closing Date. For purposes of clause (i) of the preceding sentence, unless otherwise required by applicable Law; and providedany exemption, furtherdeduction, however, that any Covered Tax Return credit or other item that is otherwise 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 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. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be filed for a Straddle Period shallallocated under this Section 5.4(a)(iii) shall be computed by reference to the level of such items at the close of business on the Closing Date. The parties hereto will, to the extent permitted by applicable Law, be filed on the basis that elect with the relevant Taxing Authority to treat a portion of any Straddle Period as a short taxable period ended ending as of the close of business on the Closing Date. (b) In . For purposes of this Agreement, “Post-Closing Taxes” shall include any Taxes of the case Companies or the Subsidiaries that are payable with respect to a Straddle Period, except for the portion of any such Taxes that constitutes Pre-Closing Covered Tax Return relating to income Tax or another material TaxTaxes (and for the avoidance of doubt, the Sellers’ Representative shall provide the Buyer with a copy of each such Tax Return at least thirty (30) calendar days before such Pre-Closing Covered Tax Return is required to be filed under applicable Law, and no such Pre-Closing Covered Tax Return shall be filed without the Buyer’s prior written consent, which consent may only be withheld if the Buyer reasonably determines that (i) such Pre-Closing Covered Tax Return, if filed as prepared by the Sellers’ Representative, would not be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries, or (ii) the likelihood of any material position reflected on such Pre-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided that the Buyer shall be deemed to have agreed to any such draft Pre-Closing Covered Tax Return unless the Buyer notifies the Sellers Representative in writing of any objections thereto (any such objection, a “Buyer Objection”) within ten (10) calendar days of receipt of the applicable Pre-Closing Covered Tax Return. (c) In the case of any Post-Closing Covered Taxes shall not include any Tax Return, on any gain resulting from the Buyer shall provide the Sellers’ Representative with a draft of any such Post-Closing Covered Tax Return at least sixty (60) calendar days before such Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions) and no such Post-Closing Covered Tax Return shall be filed without the prior written consent sale of the Sellers’ RepresentativeShares hereunder, which consent may only be withheld if the Sellers’ Representative reasonably determines that (i) such Post-Closing Covered Tax Return, if filed except as prepared by the Buyer, would not be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries or (ii) the likelihood of any material position reflected on such Post-Closing Covered Tax Return being upheld provided in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided, that the Sellers’ Representative shall be deemed to have agreed to such draft Tax Return unless the Sellers’ Representative notifies the Buyer in writing of any objections thereto (any such objection, a “Seller Objection”) within thirty (30) calendar days of receipt of the applicable Post-Closing Covered Tax Return. (d) In the event of either a timely Buyer Objection or a timely Seller Objection, the parties shall negotiate in good faith to resolve the disputed items within the following eight (8) calendar days in the case of any Buyer Objection and within the following ten (10) calendar days in the case of any Seller Objection. If the parties do not resolve all disputed items within such 8-calendar day period or such 10-calendar day period, as applicable, the parties shall jointly appoint a senior tax partner in an Accounting Firm (which tax partner shall be regarded for these purposes as an Accounting Firm) on the next Business Day to resolve all disputed issues at least three (3) calendar days before the applicable Pre-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions) or at least five (5) calendar days before the applicable Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensionsSection 5.4(i), as applicable; provided that the Accounting Firm’s review shall be limited to the issues submitted by the parties, and the fees and expenses of the Accounting Firm shall be borne equally by the Sellers, on the one hand, and the Buyer, on the other hand. (e) After any Covered Tax Return is completed in accordance with this Section 11.1, the Sellers shall timely pay (or cause to be timely paid) to the relevant Taxing Authority all Taxes due in connection with the filing of any Pre-Closing Covered Tax Returns, and the Buyer shall timely pay (or cause to be timely paid) to the relevant Taxing Authority all Taxes due in connection with the filing of any Post-Closing Covered Tax Returns; provided that, after the Closing Date, the Sellers’ Representative shall, at least three (3) calendar days before the date on which any such Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions), pay to the Buyer the full amount of Taxes owing with respect to such Covered Tax Return (in the case of a taxable period ending on or before the Closing Date) or the Sellers’ allocable share of the Taxes owing with respect to such Covered Tax Return as determined pursuant to Section 11.2 (in the case of a Straddle Period).

Tax Return Filings. (ai) Subject to Section 11.1(b)-(e) belowSeller shall, or shall cause the Sellers’ Representative shall Acquired Subsidiaries to, timely prepare and file (or cause to be timely prepared and filed) with the relevant Taxing Authority Authorities all Tax Returns for any Covered Tax Return taxable periods of the Acquired Subsidiaries the due date for filing of which (which, determined taking into account any available extensions) , is on or before the Closing Date (“Pre-Closing Covered Tax Returns”)Date; provided that Seller shall furnish Purchaser with a copy of such returns at least 60 days before such returns are due, and the Buyer no such Tax Returns shall timely prepare and file (or cause to be prepared and filed) filed with the relevant any Taxing Authority any Covered Tax Return the due date for the filing of which (determined taking into account any available extensions) is after the Closing Date (“Post-Closing Covered Tax Returns”); provided, however, that all such Covered without Purchaser’s written consent. Any Tax Returns described in the preceding sentence shall be prepared on a basis consistent with the past practices of the Company Seller and the Company Seller Subsidiaries, unless except to the extent otherwise required by applicable Lawlaw, and in a manner that does not distort taxable income (e.g., by deferring income or accelerating deductions). (ii) Seller shall prepare, or cause to be prepared, all Tax Returns relating to the Assets (other than the Acquired Subsidiaries) the due date for filing of which, determined taking into account extensions, is on or prior to the Closing Date. Seller shall be liable for and shall indemnify Purchaser, its Affiliates and each of their respective officers, directors, employees, stockholders, agents, and representatives against all liability for any Taxes related to the Assets, Seller, the Seller Subsidiaries or any Seller Group (other than Excluded Taxes which shall be the responsibility of Purchaser) attributable to periods ending on or prior to the Closing Date. (b) Purchaser shall prepare and file, or shall cause to be filed: (i) all Tax Returns with respect to the Assets (including the Acquired Subsidiaries) the due date for filing of which, determined taking into account extensions, is after the Closing Date. Seller shall be liable for and shall indemnify Purchaser, its Affiliates and each of their respective officers, directors, employees, stockholders, agents, and representatives against all liability for any Taxes related to the Assets, Seller, the Seller Subsidiaries or any Seller Group attributable to a Pre-Closing Tax Period other than Excluded Taxes. (ii) all Tax Returns relating to the Assets (including the Acquired Subsidiaries) for any taxable period that begins before the Closing Date and ends after the Closing Date (each such taxable period, a “Straddle Period”, and such Taxes, “Straddle Period Taxes”), whether imposed or assessed before or after the Closing Date, other than Straddle Period Tax Returns that Seller is required to file by applicable law. Seller shall be liable for and shall indemnify Purchaser, its Affiliates and each of their respective officers, directors, employees, stockholders, agents, and representatives against all liability for (i) in the case of any Straddle Taxes other than Straddle Period Taxes based upon income or receipts, the amount of such Straddle Period Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period, and (ii) in the case of any Straddle Period Taxes based upon or related to income or receipts, the amount which would be payable if the relevant Tax period ended as of the close of business on the Closing Date; and provided, further, however, that Seller shall not be liable for any Covered Tax Return that is otherwise required Excluded Taxes. Any credits relating to be filed for a Straddle Period shall be taken into account as though the relevant Straddle Period ended on the Closing Date. With respect to any such Straddle Period returns or filings, the non-filing party shall pay to the filing party, not later than 5 Business Days before the due date for payment of such Straddle Period Taxes, an amount equal to the portion of such Straddle Period Taxes for which the non-filing party is liable under this Section 7.2, and the filing party shall, promptly following the filing thereof, furnish to the extent permitted non-filing party a copy of such return or other filing and a copy of a receipt showing payment of any such Straddle Period Tax. (c) With respect to any Tax Return filed by applicable LawPurchaser pursuant to this Section 7.2, Seller shall reimburse Purchaser no later than 5 Business Days prior to the due date for filing such Tax Return for any amount owed by Seller pursuant to this Section 7.2. All Tax Returns for a taxable period including the Closing Date shall be filed on the basis that the relevant taxable period ended as of the close of business on the Closing Date. (b) In the case of any Pre-Closing Covered Tax Return relating to income Tax or another material Tax, the Sellers’ Representative shall provide the Buyer with a copy of each such Tax Return at least thirty (30) calendar days before such Pre-Closing Covered Tax Return is required to be filed under applicable Law, and no such Pre-Closing Covered Tax Return shall be filed without the Buyer’s prior written consent, which consent may only be withheld if the Buyer reasonably determines that (i) such Pre-Closing Covered Tax Return, if filed as prepared by the Sellers’ Representative, would not be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries, or (ii) the likelihood of any material position reflected on such Pre-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided that the Buyer shall be deemed to have agreed to any such draft Pre-Closing Covered Tax Return unless the Buyer notifies the Sellers Representative in writing of any objections thereto (any such objection, a “Buyer Objection”) within ten (10) calendar days of receipt of the applicable Pre-Closing Covered Tax Return. (c) In the case of any Post-Closing Covered Tax Return, the Buyer shall provide the Sellers’ Representative with a draft of any such Post-Closing Covered Tax Return at least sixty (60) calendar days before such Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions) and no such Post-Closing Covered Tax Return shall be filed without the prior written consent of the Sellers’ Representative, which consent may only be withheld if the Sellers’ Representative reasonably determines that (i) such Post-Closing Covered Tax Return, if filed as prepared by the Buyer, would not be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries or (ii) the likelihood of any material position reflected on such Post-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided, that the Sellers’ Representative shall be deemed to have agreed to such draft Tax Return unless the Sellers’ Representative notifies the Buyer in writing of any objections thereto (any such objection, a “Seller Objection”) within thirty (30) calendar days of receipt of the applicable Post-Closing Covered Tax Return. (d) In the event of either a timely Buyer Objection or a timely Seller Objection, the parties shall negotiate in good faith to resolve the disputed items within the following eight (8) calendar days in the case of any Buyer Objection and within the following ten (10) calendar days in the case of any Seller Objection. If the parties do not resolve all disputed items within such 8-calendar day period or such 10-calendar day period, as applicable, the parties shall jointly appoint a senior tax partner in an Accounting Firm (which tax partner shall be regarded for these purposes as an Accounting Firm) on the next Business Day to resolve all disputed issues at least three (3) calendar days before the applicable Pre-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions) or at least five (5) calendar days before the applicable Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions), as applicable; provided that the Accounting Firm’s review shall be limited to the issues submitted by the parties, and the fees and expenses of the Accounting Firm shall be borne equally by the Sellers, on the one hand, and the Buyer, on the other hand. (e) After any Covered Tax Return is completed in accordance with this Section 11.1, the Sellers shall timely pay (or cause to be timely paid) to the relevant Taxing Authority all Taxes due in connection with the filing of any Pre-Closing Covered will not accept such a Tax Returns, and the Buyer shall timely pay (or cause to be timely paid) to the relevant Taxing Authority all Taxes due in connection with the filing of any Post-Closing Covered Tax Returns; provided that, after the Closing Date, the Sellers’ Representative shall, at least three (3) calendar days before the date on which any such Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions), pay to the Buyer the full amount of Taxes owing with respect to such Covered Tax Return (in the case of a taxable period ending on or before the Closing Date) or the Sellers’ allocable share of the Taxes owing with respect to such Covered Tax Return as determined pursuant to Section 11.2 (in the case of a Straddle Period)Return.

Tax Return Filings. (a) Subject to Section 11.1(b)-(e) belowThe Purchaser shall, or shall cause the Sellers’ Representative shall Company and the Subsidiaries to, timely prepare and file (or cause to be timely prepared and filed) with the relevant Taxing Authority any Covered Authorities all Tax Return Returns of the Company and the Subsidiaries the due date for filing of which (which, determined taking into account extensions, is after the Closing Date. The Stockholders shall, or shall cause the Company and the Subsidiaries to, timely prepare and file with the relevant Taxing Authorities all Tax Returns for any available taxable periods of the Company or any of the Subsidiaries the due date for filing of which, determined taking into account extensions) , is on or before the Closing Date (“Pre-Closing Covered Tax Returns”), and the Buyer shall timely prepare and file (or cause to be prepared and filed) with the relevant Taxing Authority any Covered Tax Return the due date for the filing of which (determined taking into account any available extensions) is after the Closing Date (“Post-Closing Covered Tax Returns”)Date; provided, however, that all the Company shall furnish the Purchaser with a copy of such Covered Tax Returns at least 60 days before such returns are due, and no such Tax Returns shall be filed with any Taxing Authority without the Purchaser's written consent. Any Tax Returns described in the preceding sentence shall be prepared on a basis consistent with the past practices of the Company and the Company SubsidiariesSubsidiaries and in a manner that does not distort taxable income (e.g., unless otherwise required by applicable Law; and provided, further, however, that deferring income or accelerating deductions). The Stockholders shall reimburse the Purchaser (in accordance with Section 9.4) for any Covered amount owed by the Stockholders pursuant to Section 9.4 with respect to the taxable periods covered by such Tax Return that is otherwise required to be filed Returns. All Tax Returns for a Straddle Period shall, to taxable period including the extent permitted by applicable Law, Closing Date shall be filed on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless the relevant Taxing Authority will not accept such a Tax Return. (b) In the case of any Pre-taxable period that includes (but does not end on) the Closing Covered Tax Return relating to income Tax or another material Tax, the Sellers’ Representative shall provide the Buyer with Date (a copy of each such Tax Return at least thirty (30) calendar days before such Pre-Closing Covered Tax Return is required to be filed under applicable Law, and no such Pre-Closing Covered Tax Return shall be filed without the Buyer’s prior written consent, which consent may only be withheld if the Buyer reasonably determines that "Straddle Period"): (i) such Pre-Closing Covered Tax Returnreal, if filed as prepared by the Sellers’ Representative, would not be prepared on a basis consistent with the past practices personal and intangible property Taxes ("Property Taxes") of the Company and its Subsidiaries for the Company SubsidiariesPre-Closing Tax Period shall equal the Property Taxes for such Period multiplied by a fraction, or the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the likelihood Taxes of any material position reflected on such the Company (other than Property Taxes) for the Pre-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided that the Buyer Period shall be deemed to have agreed to any such draft Pre-Closing Covered Tax Return unless computed as if the Buyer notifies the Sellers Representative in writing of any objections thereto (any such objection, a “Buyer Objection”) within ten (10) calendar days of receipt entire Straddle Period ended as of the applicable Pre-close of business on the Closing Covered Tax ReturnDate. (c) In The Stockholders, the case Company and the Purchaser shall reasonably cooperate, and shall cause their respective affiliates, officers, employees, agents, auditors and representatives reasonably to cooperate, in preparing and filing all Tax Returns, including maintaining and making available to each other all records necessary in connection with Taxes, and in resolving all disputes and audits with respect to all taxable periods relating to Taxes, including all Tax Claims (as defined below). (i) If a claim shall be made by any Taxing Authority, which, if successful, might result in an indemnity payment to any Purchaser Tax Indemnitee (as defined below) pursuant to Section 9.4, the Purchaser shall promptly notify Stockholders in writing of such claim (a "Tax Claim"). Failure to give notice of a Tax Claim to the Stockholders within a sufficient period of time and in reasonably sufficient detail to allow Stockholders to effectively contest such Tax Claim shall affect the liability of the Stockholders to any PostPurchaser Tax Indemnitee only to the extent that the Stockholders' position is actually and materially prejudiced as a result thereof. (ii) The Stockholders shall control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Company and any Subsidiary for a Pre-Closing Covered Tax ReturnPeriod, and may make all decisions in connection with such Tax Claim. The Stockholders and the Buyer Purchaser shall provide jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Sellers’ Representative with Company and any Subsidiary for a draft of Straddle Period, and neither party shall settle any such Post-Closing Covered Tax Return at least sixty (60) calendar days before such Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions) and no such Post-Closing Covered Tax Return shall be filed Claim without the prior written consent of the Sellers’ Representative, which consent may only be withheld if the Sellers’ Representative reasonably determines that (i) such Post-Closing Covered Tax Return, if filed as prepared by the Buyer, would not be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries or (ii) the likelihood of any material position reflected on such Post-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided, that the Sellers’ Representative other party. The Purchaser shall be deemed to have agreed to such draft Tax Return unless the Sellers’ Representative notifies the Buyer in writing of any objections thereto (any such objection, a “Seller Objection”) within thirty (30) calendar days of receipt of the applicable Post-Closing Covered Tax Return. (d) In the event of either a timely Buyer Objection or a timely Seller Objection, the parties shall negotiate in good faith to resolve the disputed items within the following eight (8) calendar days in the case of any Buyer Objection and within the following ten (10) calendar days in the case of any Seller Objection. If the parties do not resolve control all disputed items within such 8-calendar day period or such 10-calendar day period, as applicable, the parties shall jointly appoint a senior tax partner in an Accounting Firm (which tax partner shall be regarded for these purposes as an Accounting Firm) on the next Business Day to resolve all disputed issues at least three (3) calendar days before the applicable Pre-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions) or at least five (5) calendar days before the applicable Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions), as applicable; provided that the Accounting Firm’s review shall be limited to the issues submitted by the parties, and the fees and expenses of the Accounting Firm shall be borne equally by the Sellers, on the one hand, and the Buyer, on the other hand. (e) After any Covered Tax Return is completed in accordance with this Section 11.1, the Sellers shall timely pay (or cause to be timely paid) to the relevant Taxing Authority all Taxes due in connection with the filing of any Pre-Closing Covered Tax Returns, and the Buyer shall timely pay (or cause to be timely paid) to the relevant Taxing Authority all Taxes due in connection with the filing of any Post-Closing Covered Tax Returns; provided that, after the Closing Date, the Sellers’ Representative shall, at least three (3) calendar days before the date on which any such Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions), pay to the Buyer the full amount of Taxes owing proceedings with respect to such Covered all other Tax Return (in the case of a taxable period ending on or before the Closing Date) or the Sellers’ allocable share of the Taxes owing with respect to such Covered Tax Return as determined pursuant to Section 11.2 (in the case of a Straddle Period)Claims.

Tax Return Filings. (a) Subject to Section 11.1(b)-(e) belowAt the sole expense of the Company, the Sellers’ Representative shall timely prepare and file (or cause to be timely prepared and filed) with the relevant Taxing Authority any Covered Tax Return the due date for filing of which (determined taking into account any available extensions) is on or before the Closing Date (“Pre-Closing Covered Tax Returns”), and the Buyer shall timely prepare and file (or cause to be prepared and filed) filed all federal and state income Tax Returns required to be filed by the Company for taxable periods ending prior to or on the Closing Date which are to be filed after the Closing Date (the “Seller Returns”). The Seller Returns shall be prepared in a manner consistent with the relevant Taxing Authority Company’s past practice except as otherwise required by Law. Purchaser shall make available or shall cause the Company to make available to Sellers’ Representative (and to the accountants and attorneys of the Sellers’ Representative) any Covered and all books and records and other documents and information in its possession or control relating to the Company requested by such Persons in order to prepare the Seller Returns. Purchaser will cause duly authorized officers of the Company (or any successor thereof) timely to execute the Seller Returns. (b) Purchaser shall cause the Company, at Purchaser’s sole expense, to cause to be prepared and filed all Tax Returns, other than the Seller Returns, for a Pre-Closing Tax Period or a Straddle Period which are to be filed by the Company after the Closing Date (the “Purchaser Returns”). Each such Purchaser Return shall be prepared in a manner consistent with the Company’s past practice except as otherwise required by Law. Purchaser shall submit each such Purchaser Return relating to income taxes (“Purchaser Income Tax Return”) to the Sellers’ Representative at least thirty (30) days prior to the due date for the filing of which such Purchaser Income Tax Return (determined taking into account any available extensionsvalid extensions of time to file) is after and the Sellers’ Representative shall have the right to review and comment on such Purchaser Income Tax Return and Purchaser shall reflect such comments from the Sellers’ Representative on such Purchaser Income Tax Return to the extent that such comments are consistent with the standard set forth in the immediately preceding sentence. (c) For purposes of apportioning liability for Taxes of the Company in connection with any Straddle Period: (i) in the case of Taxes based upon or related to income or receipts, the amount of any such Taxes allocable to the portion of the taxable period ending on the Closing Date (“Post-Closing Covered Tax Returns”); provided, however, that all such Covered Tax Returns shall be prepared determined based on a basis consistent with the past practices an interim closing of the Company and the Company Subsidiaries, unless otherwise required by applicable Law; and provided, further, however, that any Covered Tax Return that is otherwise required to be filed for a Straddle Period shall, to the extent permitted by applicable Law, be filed on the basis that the relevant taxable period ended books as of the close of business on the Closing Date. Date and (bii) In in the case of Taxes other than Taxes described in clause (i), the amount of such Taxes allocable to the portion of the taxable period ending on the Closing Date shall be the product of (x) the amount of such Taxes for the entire period and (y) a fraction the numerator of which is the number of calendar days in the period ending with the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding the foregoing, for purposes of this Agreement, the liability for Taxes of the Company for any Pre-Closing Covered Tax Return relating to income Tax or another material Tax, the Sellers’ Representative Period shall provide the Buyer with a copy of each such Tax Return at least thirty (30) calendar days before such Pre-Closing Covered Tax Return is required to be filed under applicable Law, and no such Pre-Closing Covered Tax Return shall be filed without the Buyer’s prior written consent, which consent may only be withheld if the Buyer reasonably determines that (i) such Pre-Closing Covered Tax Return, if filed as prepared by the Sellers’ Representative, would not be prepared on a basis consistent with the past practices increased or otherwise adversely affected by any items, events or transactions outside of the Company and the Company Subsidiaries, or (ii) the likelihood ordinary course of any material position reflected on such Pre-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided that the Buyer shall be deemed to have agreed to any such draft Pre-Closing Covered Tax Return unless the Buyer notifies the Sellers Representative in writing of any objections thereto (any such objection, a “Buyer Objection”) within ten (10) calendar days of receipt of the applicable Pre-Closing Covered Tax Return. (c) In the case of any Post-Closing Covered Tax Return, the Buyer shall provide the Sellers’ Representative with a draft of any such Post-Closing Covered Tax Return at least sixty (60) calendar days before such Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions) and no such Post-Closing Covered Tax Return shall be filed without the prior written consent of the Sellers’ Representative, which consent may only be withheld if the Sellers’ Representative reasonably determines that (i) such Post-Closing Covered Tax Return, if filed as prepared by the Buyer, would not be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries or (ii) the likelihood of any material position reflected on such Post-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided, that the Sellers’ Representative shall be deemed to have agreed to such draft Tax Return unless the Sellers’ Representative notifies the Buyer in writing of any objections thereto (any such objection, a “Seller Objection”) within thirty (30) calendar days of receipt of the applicable Post-Closing Covered Tax Return. (d) In the event of either a timely Buyer Objection or a timely Seller Objection, the parties shall negotiate in good faith to resolve the disputed items within the following eight (8) calendar days in the case of any Buyer Objection and within the following ten (10) calendar days in the case of any Seller Objection. If the parties do not resolve all disputed items within such 8-calendar day period or such 10-calendar day period, as applicable, the parties shall jointly appoint a senior tax partner in an Accounting Firm (which tax partner shall be regarded for these purposes as an Accounting Firm) business occurring on the next Business Day to resolve all disputed issues at least three (3) calendar days before the applicable Pre-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions) or at least five (5) calendar days before the applicable Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions), as applicable; provided that the Accounting Firm’s review shall be limited to the issues submitted by the parties, and the fees and expenses of the Accounting Firm shall be borne equally by the Sellers, on the one hand, and the Buyer, on the other hand. (e) After any Covered Tax Return is completed in accordance with this Section 11.1, the Sellers shall timely pay (or cause to be timely paid) to the relevant Taxing Authority all Taxes due in connection with the filing of any Pre-Closing Covered Tax Returns, and the Buyer shall timely pay (or cause to be timely paid) to the relevant Taxing Authority all Taxes due in connection with the filing of any Post-Closing Covered Tax Returns; provided that, Date after the Closing Date, the Sellers’ Representative shall, at least three (3) calendar days before the date on which any such Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions), pay to the Buyer the full amount of Taxes owing with respect to such Covered Tax Return (in the case of a taxable period ending on or before following the Closing Date) or the Sellers’ allocable share of the Taxes owing with respect to such Covered Tax Return as determined pursuant to Section 11.2 (in the case of a Straddle Period).

Tax Return Filings. (a) Subject to Section 11.1(b)-(eThe Purchaser shall (or shall cause the Surviving Corporation to) below, the Sellers’ Representative shall timely prepare and file (or cause to be timely prepared and filed) with the relevant Taxing Authority any Covered Authorities all Tax Return Returns of the Company the due date for filing of which (which, determined taking into account extensions, is after the Closing Date. The Surviving Corporation shall furnish to the Stockholders a copy of the final IRS Form 1120S to be filed by the Surviving Corporation with respect to the ownership by the Stockholders of the Company for the Tax Period preceding and ending on the Closing Date at least 30 days before such return is due, and no such return shall be filed with the Internal Revenue Service without the Stockholders' written consent, which consent shall not be unreasonably withheld. The Stockholders shall (or shall cause the Company to) timely prepare and file with the relevant Taxing Authorities all Tax Returns for any available taxable periods of the Company and each Subsidiary the due date for filing of which, determined taking into account extensions) , is on or before the Closing Date (“Pre-Closing Covered Tax Returns”)Date; provided that the Company shall furnish to the Purchaser a copy of such returns at least 30 days before such returns are due, and the Buyer no such returns shall timely prepare and file (or cause to be prepared and filed) filed with the relevant any Taxing Authority any Covered Tax Return without the due date for the filing of Purchaser's written consent, which (determined taking into account any available extensions) is after the Closing Date (“Post-Closing Covered Tax Returns”); provided, however, that all such Covered consent shall not be unreasonably withheld. Any Tax Returns described in the preceding sentence shall be prepared on a basis consistent with the past practices of the Company. The Stockholders shall reimburse the Purchaser (in accordance with Section 8.4) for any amount owed by the Company and each Subsidiary with respect to the Company Subsidiaries, unless otherwise required taxable periods covered by applicable Law; and provided, further, however, that any Covered such Tax Return that is otherwise required to be filed for a Straddle Period shall, Returns except to the extent permitted by applicable Law, the liability for each Taxes is shown on the Closing Balance Sheet. All Tax Returns for a taxable period including the Closing Date shall be filed on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless the relevant Taxing Authority will not accept such a Tax Return. (b) In the case of any Pre-taxable period that includes (but does not end on) the Closing Covered Tax Return relating to income Tax or another material Tax, the Sellers’ Representative shall provide the Buyer with Date (a copy of each such Tax Return at least thirty (30) calendar days before such Pre-Closing Covered Tax Return is required to be filed under applicable Law, and no such Pre-Closing Covered Tax Return shall be filed without the Buyer’s prior written consent, which consent may only be withheld if the Buyer reasonably determines that "Straddle Period"): (i) such Pre-Closing Covered Tax Returnreal, if filed as prepared by the Sellers’ Representative, would not be prepared on a basis consistent with the past practices personal and intangible property Taxes ("Property Taxes") of the Company and the Company SubsidiariesSubsidiaries for the Pre-Closing Tax Period shall equal the Property Taxes for such Period multiplied by a fraction, or the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the likelihood Taxes of any material position reflected on such the Company (other than Property Taxes) for the Pre-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided that the Buyer Period shall be deemed to have agreed computed as if the entire Straddle Period ended as of the close of business on the Closing Date. The Stockholders shall reimburse the Purchaser (in accordance with Section 8.4) for any amount owed by the Company and each Subsidiary with respect to any and all taxes determined in (i) and (ii) above except to the extent the liability for such draft Pre-taxes is shown on the Closing Covered Tax Return unless the Buyer notifies the Sellers Representative in writing of any objections thereto (any such objection, a “Buyer Objection”) within ten (10) calendar days of receipt of the applicable Pre-Closing Covered Tax ReturnBalance Sheet. (c) In The Stockholders, the case Company and the Purchaser shall reasonably cooperate, and shall cause their respective affiliates, officers, employees, agents, auditors and representatives reasonably to cooperate, in preparing and filing all Tax Returns, including maintaining and making available to each other all records necessary in connection with Taxes, and in resolving all disputes and audits with respect to all taxable periods relating to Taxes, including all Tax Claims (as defined below). (i) If a claim shall be made by any Taxing Authority, which, if successful, might result in an indemnity payment to any Purchaser Tax Indemnitee (as defined below in Section 8.4) pursuant to Section 8.4, the Purchaser shall promptly notify Stockholders in writing of such claim (a "Tax Claim"). Failure to give notice of a Tax Claim to the Stockholders within a sufficient period of time and in reasonably sufficient detail to allow Stockholders to effectively contest such Tax Claim shall affect the liability of the Stockholders to any PostPurchaser Tax Indemnitee only to the extent that the Stockholders' position is actually and materially prejudiced as a result thereof. (ii) The Stockholders shall control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Company and any Subsidiary for a Pre-Closing Covered Tax ReturnPeriod, and may make all decisions in connection with such Tax Claim. The Stockholders and the Buyer Purchaser shall provide jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Sellers’ Representative with Company and any Subsidiary for a draft of Straddle Period, and neither party shall settle any such Post-Closing Covered Tax Return at least sixty (60) calendar days before such Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions) and no such Post-Closing Covered Tax Return shall be filed Claim without the prior written consent of the Sellers’ Representativeother party, which consent may only be withheld if the Sellers’ Representative reasonably determines that (i) such Post-Closing Covered Tax Return, if filed as prepared by the Buyer, would shall not be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries or (ii) the likelihood of any material position reflected on such Post-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided, that the Sellers’ Representative unreasonably withheld. The Purchaser shall be deemed to have agreed to such draft Tax Return unless the Sellers’ Representative notifies the Buyer in writing of any objections thereto (any such objection, a “Seller Objection”) within thirty (30) calendar days of receipt of the applicable Post-Closing Covered Tax Return. (d) In the event of either a timely Buyer Objection or a timely Seller Objection, the parties shall negotiate in good faith to resolve the disputed items within the following eight (8) calendar days in the case of any Buyer Objection and within the following ten (10) calendar days in the case of any Seller Objection. If the parties do not resolve control all disputed items within such 8-calendar day period or such 10-calendar day period, as applicable, the parties shall jointly appoint a senior tax partner in an Accounting Firm (which tax partner shall be regarded for these purposes as an Accounting Firm) on the next Business Day to resolve all disputed issues at least three (3) calendar days before the applicable Pre-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions) or at least five (5) calendar days before the applicable Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions), as applicable; provided that the Accounting Firm’s review shall be limited to the issues submitted by the parties, and the fees and expenses of the Accounting Firm shall be borne equally by the Sellers, on the one hand, and the Buyer, on the other hand. (e) After any Covered Tax Return is completed in accordance with this Section 11.1, the Sellers shall timely pay (or cause to be timely paid) to the relevant Taxing Authority all Taxes due in connection with the filing of any Pre-Closing Covered Tax Returns, and the Buyer shall timely pay (or cause to be timely paid) to the relevant Taxing Authority all Taxes due in connection with the filing of any Post-Closing Covered Tax Returns; provided that, after the Closing Date, the Sellers’ Representative shall, at least three (3) calendar days before the date on which any such Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions), pay to the Buyer the full amount of Taxes owing proceedings with respect to such Covered all other Tax Return (in the case of a taxable period ending on or before the Closing Date) or the Sellers’ allocable share of the Taxes owing with respect to such Covered Tax Return as determined pursuant to Section 11.2 (in the case of a Straddle Period)Claims.

Tax Return Filings. (ai) Subject to Section 11.1(b)-(e) below, the Sellers’ Representative The Seller shall timely prepare and file (or cause to be timely prepared and filed) with the relevant Taxing Authority any Covered Tax Return the due date for filing of which (determined taking into account any available extensions) is on or before the Closing Date (“Pre-Closing Covered Tax Returns”), and the Buyer shall timely prepare and file (or cause to be prepared and timely filed) with the relevant appropriate Taxing Authority Authorities all Tax Returns required to be filed by the Newcos or with respect to the Assigned IPR, Transferred Assets or the Assumed Liabilities (1) for all taxable periods ending on or before the Closing Date or (2) that are due on or before the Closing Date (each such Tax Return, a “Seller Return”). If necessary to permit the Seller to properly file (or cause to be filed) any Covered Seller Return, the Buyer shall cause each Seller Return to be executed by an authorized Person on behalf of the appropriate Newco. (ii) The Buyer shall prepare and timely file (or cause to be prepared and timely filed) with the appropriate Taxing Authorities all Tax Return Returns (other than Seller Returns) required to be filed by the Newcos or with respect to the Assigned IPR, Transferred Assets or Assumed Liabilities for all taxable periods beginning on or before the Closing Date that are due date for the filing of which (determined taking into account any available extensions) is after the Closing Date (each such Tax Return, a “PostBuyer Return”). (iii) Notwithstanding anything to the contrary herein, no liability in respect of Tax shown on any Buyer Return shall be considered to constitute a Loss or Indemnified Pre-Closing Covered Tax Returns”); providedsubject to indemnity pursuant to Section 9.01 unless the Buyer shall have provided the Seller with a copy of such Buyer Return for review and approval at least thirty (30) days before the filing due date of such Buyer Return (or, however, that all such Covered Tax Returns shall be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries, unless otherwise required by applicable Law; and provided, further, however, that any Covered Tax Return that is otherwise if required to be filed for a Straddle Period shall, to the extent permitted by applicable Law, be filed on the basis that the relevant taxable period ended as of the close of business on within thirty (30) days after the Closing Date, as soon as reasonably practicable following the Closing), accompanied by a statement (a “Pre-Closing Tax Statement”) setting forth and calculating in reasonable detail the Pre-Closing Taxes and Indemnified Pre-Closing Taxes that are shown as due on such Tax Return. Each Pre-Closing Tax Statement shall be treated as the notice required by Section 9.04(a) in respect of any claim for indemnity by any Buyer Indemnified Party in respect of the Indemnified Taxes shown thereon. (biv) In Notwithstanding anything to the case contrary herein, no liability in respect of Tax shown on any PreSeller Return shall be considered to constitute a Loss or Indemnified Post-Closing Covered Tax Return relating subject to income Tax or another material Tax, indemnity pursuant to Section 9.02 unless the Sellers’ Representative Seller shall provide have provided the Buyer with a copy of each such Tax Seller Return for review and approval at least thirty (30) calendar days before the filing due date of such Pre-Closing Covered Tax Seller Return is (or, if required to be filed under applicable Lawwithin thirty (30) days after the Closing Date, as soon as reasonably practicable following the Closing), accompanied by a statement (a “Post-Closing Tax Statement”) setting forth and no calculating in reasonable detail the Post-Closing Taxes and Indemnified Post-Closing Taxes that are shown as due on such Tax Return. Each Post-Closing Tax Statement shall be treated as the notice required by Section 9.04(b) in respect of any claim for indemnity by any Seller Indemnified Party in respect of the Indemnified Taxes shown thereon. (v) If the Seller disagrees with the manner of preparation of a Buyer Return, or the amount of Pre-Closing Covered Taxes or Indemnified Pre-Closing Taxes calculated in a Pre-Closing Tax Return shall be filed without the Buyer’s prior written consentStatement, which consent may only be withheld or if the Buyer reasonably determines that disagrees with the manner of preparation of a Seller Return, or the amount of Post-Closing Taxes or Indemnified Post-Closing Taxes calculated in a Post-Closing Tax Statement, within twenty (i20) days after receipt of such Buyer Return, Seller Return, Pre-Closing Covered Tax ReturnStatement or Post-Closing Tax Statement, if filed as prepared by the Sellers’ Representativecase may be, would not be prepared on the disagreeing Party shall provide to the other Party a basis consistent notice of such dispute (a “Tax Statement Dispute”), together with the past practices a written explanation of the Company and reasons for its disagreement. If the Company Subsidiariesdisagreeing Party does not provide a notice of Tax Statement Dispute within such twenty-day period, or (ii) the likelihood of any material position reflected on such Pre-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided that the Buyer disagreeing Party shall be deemed to have agreed to any such draft accepted the Buyer Return, Seller Return, Pre-Closing Covered Tax Return unless Statement or Post-Closing Tax Statement, as the case may be, relating thereto for purposes of Article 9. The Buyer and the Seller shall work in good faith to resolve their disagreement within ten (10) days following the disagreeing Party’s notification to the other Party of a Tax Statement Dispute. If the Seller and the Buyer notifies cannot reach complete agreement within such ten (10) day period, they each shall select a Tax expert from an accounting firm or law firm knowledgeable in the Sellers Representative area of the dispute, and such experts shall attempt to resolve the differences. Each Party shall be responsible for the costs and fees of its Tax expert. If the Buyer and the Seller are unable to resolve their disagreement through their respective Tax experts within twenty (20) days following the disagreeing Party’s notification to the other Party of the Tax Settlement Dispute, the dispute shall be submitted to a mutually agreeable arbitrator (the “Tax Arbitrator”) for resolution within five (5) days of such failure to resolve the disagreement. The decision of the Tax Arbitrator with respect to such dispute shall be binding upon the Parties. (vi) The Tax Arbitrator shall be required to resolve the matters set forth in writing the Tax Statement Dispute upon which the Buyer and the Seller have disagreed (the “Disputed Items”) in accordance with the terms and provisions of any objections thereto this Agreement. In connection with the resolution of the Disputed Items by the Tax Arbitrator: (any such objection, a “Buyer Objection”A) within ten (10) calendar days of receipt the Tax Arbitrator signing an engagement letter, the disagreeing Party shall furnish or cause to be furnished to the Tax Arbitrator the data, correspondence and other materials it presented to the other Party pursuant to this Section 6.02(a) (including all settlement offers), together with a statement of the applicable Pre-Closing Covered Tax Return. value that the disagreeing Party assigns to each Disputed Item (cwith a copy thereof to the other Party), (B) In the case within five (5) days of any Post-Closing Covered Tax Returnreceiving materials identified in this Section 6.02(a)(vi), the Buyer other Party shall provide furnish or cause to be furnished to the Sellers’ Representative Tax Arbitrator the data, correspondence and other materials it presented to the disagreeing Party pursuant to this Section 6.02(a) (including all settlement offers), together with a draft statement of any the value that the other Party assigns to each Disputed Item (with a copy thereof to the disagreeing Party); (iii) each of the disagreeing Party and the other Party shall be afforded the opportunity to make a presentation to the Tax Arbitrator relating to the Disputed Items and to discuss such Post-Closing Covered Disputed Items with the Tax Return at least Arbitrator, in each case in the presence of the other Party; (iv) no ex parte communications with the Tax Arbitrator shall be permitted; (v) the determination by the Tax Arbitrator for each Disputed Item shall be equal to one of the values, or within the range between the values, assigned to such Disputed Item by the Seller and the Buyer; and (vi) the Parties shall request that the determination by the Tax Arbitrator be delivered in a written report to both the Seller and the Buyer within sixty (60) calendar days before of the Tax Arbitrator signing its engagement letter, and such Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions) and no such Post-Closing Covered Tax Return determination shall be filed without final and binding on the prior written consent of the Sellers’ Representative, which consent may only be withheld if the Sellers’ Representative reasonably determines that (i) such Post-Closing Covered Tax Return, if filed as prepared by the Buyer, would not be prepared on a basis consistent Parties. The engagement letter with the past practices of Tax Arbitrator shall permit the Company and the Company Subsidiaries or (ii) the likelihood of any material position reflected on such Post-Closing Covered Tax Return being upheld in Arbitrator to engage a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosurefirm, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided, that the Sellers’ Representative shall be deemed to have agreed to such draft Tax Return unless the Sellers’ Representative notifies the Buyer in writing of any objections thereto (any such objection, a “Seller Objection”) within thirty (30) calendar days of receipt of the applicable Post-Closing Covered Tax Return. (d) In the event of either a timely Buyer Objection or a timely Seller Objection, the parties shall negotiate in good faith to resolve the disputed items within the following eight (8) calendar days in the case of any Buyer Objection and within the following ten (10) calendar days in the case of any Seller Objection. If the parties do not resolve all disputed items within such 8-calendar day period or such 10-calendar day period, as applicable, the parties shall jointly appoint a senior tax partner in an Accounting Firm (which tax partner shall be regarded for these purposes as an Accounting Firm) on the next Business Day to resolve all disputed issues at least three (3) calendar days before the applicable Pre-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions) or at least five (5) calendar days before the applicable Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions), as applicable; provided that the Accounting Firm’s review shall be limited mutually acceptable to the issues submitted by Parties, to assist with the parties, and interpretation of terms of this Agreement relevant to the Disputed Items. The fees and expenses of the Accounting Firm Tax Arbitrator shall be borne equally allocated to and paid by each of the Seller and the Buyer based on the percentage of the portion of the total contested amount not awarded in such Party’s favor bears to the total amount contested by the Sellers, on the one hand, Seller and the Buyer, on as determined by the other handTax Arbitrator. (evii) After any Covered The Buyer Parties and the Seller Parties shall cooperate fully with the Tax Return is completed Arbitrator and respond on a timely basis to all requests for information or access to documents or personnel made by the Tax Arbitrator or by the other Party, all with the intent to fairly and in accordance with this Section 11.1, the Sellers shall timely pay (or cause to be timely paid) good faith resolve all disputes relating to the relevant Taxing Authority all Taxes due in connection with the filing of any Pre-Closing Covered Tax Returns, and the Buyer shall timely pay (or cause to be timely paid) to the relevant Taxing Authority all Taxes due in connection with the filing of any Post-Closing Covered Tax Returns; provided that, after the Closing Date, the Sellers’ Representative shall, at least three (3) calendar days before the date on which any such Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions), pay to the Buyer the full amount of Taxes owing with respect to such Covered Tax Return (in the case of a taxable period ending on or before the Closing Date) or the Sellers’ allocable share of the Taxes owing with respect to such Covered Tax Return Statement Dispute as determined pursuant to Section 11.2 (in the case of a Straddle Period)promptly as reasonably practicable.

Tax Return Filings. (a) Subject to Section 11.1(b)-(e) below, the Sellers’ Representative Seller shall timely prepare and file (or cause to be timely prepared and filed) with the relevant Taxing Authority any Covered Tax Return the due date for filing of which (determined taking into account any available extensions) is on or before the Closing Date (“Pre-Closing Covered Tax Returns”), and the Buyer shall timely prepare and file (or cause to be prepared and filed) with the relevant Taxing Authority any Covered Tax Return the due date for the filing of which filed on a timely basis (determined taking into account any available including extensions) is after (i) all income Tax Returns of or with respect to the Company for taxable periods that end on or prior to the Closing Date consistent with past practice and (ii) all Tax Returns of or with respect to the Company that are required to be filed by the Company on or prior to the Closing Date (“Post"Pre-Closing Covered Tax Returns”); provided, however, that ") and shall pay all such Covered Tax Returns shall be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries, unless otherwise required by applicable Law; and provided, further, however, that any Covered Tax Return that is otherwise required Taxes shown to be filed for a Straddle Period shall, to the extent permitted by applicable Law, be filed on the basis that the relevant taxable period ended as of the close of business on the Closing Date. (b) In the case of due thereon. Buyer shall not file or amend any Pre-Closing Covered Tax Return relating to income Tax or another material Tax, the Sellers’ Representative shall provide the Buyer with a copy of each such Tax Return at least thirty (30) calendar days before such Pre-Closing Covered Tax Return is required to be filed under applicable Law, and no such Pre-Closing Covered Tax Return shall be filed without the Buyer’s prior written consent, which consent may only be withheld if the Buyer reasonably determines that (i) such Pre-Closing Covered Tax Return, if filed as prepared by the Sellers’ Representative, would not be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries, or (ii) the likelihood of any material position reflected on such Pre-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided that the Buyer shall be deemed to have agreed to any such draft Pre-Closing Covered Tax Return unless the Buyer notifies the Sellers Representative in writing of any objections thereto (any such objection, a “Buyer Objection”) within ten (10) calendar days of receipt of the applicable Pre-Closing Covered Tax Return. (c) In the case of any Post-Closing Covered Tax Return, the Buyer shall provide the Sellers’ Representative with a draft of any such Post-Closing Covered Tax Return at least sixty (60) calendar days before such Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions) and no such Post-Closing Covered Tax Return shall be filed without the prior written consent of Seller. (b) Buyer shall prepare and file or cause to be prepared and filed on a timely basis (including extensions) all other Tax Returns of or with respect to the Sellers’ RepresentativeCompany and shall pay all Taxes shown to be due thereon. Before filing any Tax Return with respect to a taxable period that includes, but does not end on, the Closing Date (a "Straddle Period") or any other Tax Return with regard to which consent may only Seller is liable or is required to indemnify Buyer pursuant to Section 9.3, Buyer shall provide Seller with a copy of such Tax Return at least twenty days prior to the last date for timely filing such Tax Return (including extensions), accompanied by a statement calculating in reasonable detail Seller's allocable share of Taxes pursuant to Section 9.3 with respect to such Tax Return. If Seller agrees with Buyer's calculation of its allocable share of Taxes shown to be withheld if due on such Tax Return, Seller shall pay to Buyer the Sellers’ Representative reasonably determines that amount of Seller's indemnification obligation at least three business days prior to the last date for timely filing such Tax Return (including extensions). If, for any reason, Seller does not agree with any portion of Buyer's calculation of its indemnification obligation, Seller shall (i) such Post-Closing Covered Tax Return, if filed as prepared by the Buyer, would not be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries or (ii) the likelihood of any material position reflected on such Post-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided, that the Sellers’ Representative shall be deemed to have agreed to such draft Tax Return unless the Sellers’ Representative notifies the notify Buyer in writing of any objections thereto (any such objection, a “Seller Objection”) its disagreement within thirty (30) calendar twenty days of receipt receiving a copy of the applicable Post-Closing Covered Tax Return and Buyer's calculation, (ii) provide Seller's calculation of its allocable share of Taxes with respect to such Tax Return. , and (diii) In make payment for its allocable share of such Taxes based on its calculation at least three business days prior to the event last date for timely filing of either a timely such Tax Return (including extensions). If Buyer Objection or a timely and Seller Objectioncannot resolve such disagreement, the parties disagreement shall negotiate be submitted to an accounting firm mutually agreed upon, the fees and expenses of which shall be paid (i) by Buyer and Seller in good faith proportion to resolve each party's respective liability for such Taxes as determined by the disputed items within accounting firm if such Tax Return relates to a Straddle Period and (ii) by the following eight (8) calendar days non-prevailing party in the case of any Buyer Objection and within other Tax Return. Upon resolution of their dispute, any additional payments due from one party to the following ten (10) calendar days in the case of any Seller Objection. If the parties do not resolve all disputed items within such 8-calendar day period or such 10-calendar day period, as applicable, the parties shall jointly appoint a senior tax partner in an Accounting Firm (which tax partner other party shall be regarded for these purposes as an Accounting Firm) on the next Business Day to resolve all disputed issues at least three (3) calendar days before the applicable Pre-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions) or at least five (5) calendar days before the applicable Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions), as applicable; provided that the Accounting Firm’s review shall be limited to the issues submitted by the parties, and the fees and expenses of the Accounting Firm shall be borne equally by the Sellers, on the one hand, and the Buyer, on the other handpromptly made. (ec) After any Covered Tax Return is completed in accordance with this Section 11.1Seller, the Sellers Company and Buyer shall timely pay reasonably cooperate and shall cause their respective affiliates, officers, employees, agents, auditors and representatives reasonably to cooperate, in preparing and filing all Tax Returns (or cause including amended Tax Returns and claims for refund), including maintaining and making available to be timely paid) to the relevant Taxing Authority each other all Taxes due records necessary in connection with the filing of any Pre-Closing Covered Tax ReturnsTaxes and in resolving all disputes and audits with respect to Taxes. Buyer and Seller recognize that Seller and its affiliates may need access, and the Buyer shall timely pay (or cause from time to be timely paid) to the relevant Taxing Authority all Taxes due in connection with the filing of any Post-Closing Covered Tax Returns; provided thattime, after the Closing Date, to certain accounting and Tax records and information held by the Sellers’ Representative Company to the extent that such records and information pertain to events that will have occurred prior to the Closing Date; therefore, Buyer agrees that (i) from and after the Closing Date, Buyer shall, at least three and shall cause the Company, its affiliates and its successors to (3A) calendar days before retain and maintain such records until such time as Seller agrees in writing that such retention and maintenance is no longer necessary, but in no event shall Buyer be required to retain and maintain such records beyond the date later of (x) the expiration of the statute of limitations with regard to the assessment of the Taxes to which such records relate and (y) April 1, 2010, and (B) allow Seller and its agents and representatives (and agents and representatives of any of its affiliates), to inspect, review and make copies of such records as Seller may deem necessary or appropriate from time to time. (d) Any refunds or credits of Taxes of the Company plus any interest received with respect thereto from a Tax authority shall be paid to the party that would be required to make an indemnification payment in respect of such Taxes pursuant to Section 9.3 hereof. At Seller's request and sole expense, Buyer shall cause the Company and any of its successors or affiliates to file for and obtain any refunds or credits to which Seller is entitled under this Section 9.1(d) on which a timely basis. In connection therewith, Buyer shall permit Seller to control the prosecution of any such Post-Closing Covered Tax Return is required refund claim and, where deemed appropriate by Seller, shall cause the Company, its affiliates and any of their successors to be filed under applicable Law (taking into account authorize by appropriate powers of attorney such persons as Seller shall designate to represent the Company or any available extensions), pay to the Buyer the full amount of Taxes owing their successors or affiliates with respect to such Covered Tax Return (in the case of a taxable period ending on or before the Closing Date) or the Sellers’ allocable share of the Taxes owing with respect to such Covered Tax Return as determined pursuant to Section 11.2 (in the case of a Straddle Period)refund claim.

Tax Return Filings. (a) Subject to Section 11.1(b)-(e) belowParent and Parent Americas shall, or shall cause the Sellers’ Representative shall Company and the Company Subsidiaries to, timely prepare and file (or cause to be timely prepared and filed) with the relevant Taxing Authority any Covered Tax Return Authorities all Returns of the Company and the Company Subsidiaries the due date for filing of which (which, determined taking into account extensions, is after the Closing Date. Any such return for a straddle or pre-closing period shall be provided to the Shareholder Representative at least 45 days prior to the due date (or such shorter period as can be reasonably provided) and shall not be filed without the Shareholder Representative’s prior consent, which shall not be unreasonably withheld; provided, however, that failure to respond within 30 days shall be deemed consent. The Company Shareholders shall, or shall cause the Company and the Company Subsidiaries to, timely prepare and file with the relevant Taxing Authorities all Returns for any available taxable periods of the Company or any of the Company Subsidiaries the due date for filing of which, determined taking into account extensions) , is on or before the Closing Date (“Pre-Closing Covered Date; provided that the Shareholder Representative shall furnish Parent and Parent Americas with a copy of such Tax Returns”)Returns at least 45 days before such Tax Returns are due, and the Buyer no such Tax Returns shall timely prepare and file (or cause to be prepared and filed) filed with the relevant any Taxing Authority any Covered Tax Return the due date for the filing of without Parent’s and Parent Americas’ written consent, which (determined taking into account any available extensions) is after the Closing Date (“Post-Closing Covered Tax Returns”)shall not be unreasonably withheld; provided, however, that all such Covered failure to respond within 30 days shall be deemed consent. Any Tax Returns described in the preceding sentence shall be prepared on a basis consistent with Applicable Law and the past practices of the Company and the Company SubsidiariesSubsidiaries and in a manner that does not distort taxable income (e.g., unless otherwise required by applicable Law; deferring income or accelerating deductions). The Shareholder Representative shall cause Parent and provided, further, however, that any Covered Tax Return that is otherwise required Parent Americas to be filed reimbursed (in accordance with Section 7.2(c)) for any amount owed by the Effective Time Company Shareholders pursuant to Section 7.2(c) with respect to the taxable periods covered by such Tax Returns. All Tax Returns for a Straddle Period shall, to taxable period including the extent permitted by applicable Law, Closing Date shall be filed on the basis that the relevant taxable period ended as of the close of business on the Closing Date. (b) In the case of any Pre-Closing Covered Tax Return relating to income Tax or another material Tax, the Sellers’ Representative shall provide the Buyer with a copy of each such Tax Return at least thirty (30) calendar days before such Pre-Closing Covered Tax Return is required to be filed under applicable Law, and no such Pre-Closing Covered Tax Return shall be filed without the Buyer’s prior written consent, which consent may only be withheld if the Buyer reasonably determines that (i) such Pre-Closing Covered Tax Return, if filed as prepared by the Sellers’ Representative, would not be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries, or (ii) the likelihood of any material position reflected on such Pre-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided that the Buyer shall be deemed to have agreed to any such draft Pre-Closing Covered Tax Return unless the Buyer notifies the Sellers Representative in writing of any objections thereto (any such objection, a “Buyer Objection”) within ten (10) calendar days of receipt of the applicable Pre-Closing Covered Tax Return. (c) In the case of any Post-Closing Covered Tax Return, the Buyer shall provide the Sellers’ Representative with a draft of any such Post-Closing Covered Tax Return at least sixty (60) calendar days before such Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions) and no such Post-Closing Covered Tax Return shall be filed without the prior written consent of the Sellers’ Representative, which consent may only be withheld if the Sellers’ Representative reasonably determines that (i) such Post-Closing Covered Tax Return, if filed as prepared by the Buyer, would not be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries or (ii) the likelihood of any material position reflected on such Post-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided, that the Sellers’ Representative shall be deemed to have agreed to such draft Tax Return unless the Sellers’ Representative notifies the Buyer in writing of any objections thereto (any such objection, a “Seller Objection”) within thirty (30) calendar days of receipt of the applicable Post-Closing Covered Tax Return. (d) In the event of either a timely Buyer Objection or a timely Seller Objection, the parties shall negotiate in good faith to resolve the disputed items within the following eight (8) calendar days in the case of any Buyer Objection and within the following ten (10) calendar days in the case of any Seller Objection. If the parties do not resolve all disputed items within such 8-calendar day period or such 10-calendar day period, as applicable, the parties shall jointly appoint a senior tax partner in an Accounting Firm (which tax partner shall be regarded for these purposes as an Accounting Firm) on the next Business Day to resolve all disputed issues at least three (3) calendar days before the applicable Pre-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions) or at least five (5) calendar days before the applicable Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions), as applicable; provided that the Accounting Firm’s review shall be limited to the issues submitted by the parties, and the fees and expenses of the Accounting Firm shall be borne equally by the Sellers, on the one hand, and the Buyer, on the other hand. (e) After any Covered Tax Return is completed in accordance with this Section 11.1, the Sellers shall timely pay (or cause to be timely paid) to the relevant Taxing Authority all Taxes due in connection with the filing of any Pre-Closing Covered will not accept such a Tax Returns, and the Buyer shall timely pay (or cause to be timely paid) to the relevant Taxing Authority all Taxes due in connection with the filing of any Post-Closing Covered Tax Returns; provided that, after the Closing Date, the Sellers’ Representative shall, at least three (3) calendar days before the date on which any such Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions), pay to the Buyer the full amount of Taxes owing with respect to such Covered Tax Return (in the case of a taxable period ending on or before the Closing Date) or the Sellers’ allocable share of the Taxes owing with respect to such Covered Tax Return as determined pursuant to Section 11.2 (in the case of a Straddle Period)Return.

Tax Return Filings. (a) Subject to Section 11.1(b)-(e) belowAt the Optionors’ expense, the Sellers’ Representative Optionee shall, or shall cause the Company and each Company Subsidiary to, timely prepare and file (or cause to be timely prepared and filed) with the relevant Taxing Authority any Covered Authorities all Tax Return Returns of the Company and each Company Subsidiary covering a Pre-Closing Tax Period or a Straddle Period the due date for filing of which (which, determined taking into account extensions, is after the Closing Date; provided that the Optionee shall furnish the Optionors with a copy of such Tax Returns not later than thirty (30) days before such Tax Returns are due, and no such Tax Returns shall be filed with any available Taxing Authority without the Optionors’ written consent, which consent shall not be unreasonably withheld.. The Optionors shall, or shall cause the Company and each Company Subsidiary to, timely prepare and file with the relevant Taxing Authorities all Tax Returns for any taxable periods of the Company, any of each Company Subsidiary, or for each Company Group with respect to which the Company or any Company Subsidiary is the parent, the due date for filing of which, determined taking into account extensions) , is on or before the Closing Date (“Pre-Closing Covered Tax Returns”), and the Buyer shall timely prepare and file (or cause to be prepared and filed) with the relevant Taxing Authority any Covered Tax Return the due date for the filing of which (determined taking into account any available extensions) is after the Closing Date (“Post-Closing Covered Tax Returns”); provided, however, that all such Covered Date. Any Tax Returns described in this Section 8.2 shall be prepared on a basis consistent with applicable law and the past practices of the Company and the each Company SubsidiariesSubsidiary and in a manner that does not distort taxable income (e.g., unless otherwise required by applicable Law; and provided, further, however, that any Covered deferring income or accelerating deductions). All Tax Return that is otherwise required to be filed Returns for a Straddle Period shall, to taxable period including the extent permitted by applicable Law, Closing Date shall be filed on the basis that the relevant taxable period ended as of the close of business on the Closing Date. (b) In the case of any Pre-Closing Covered Tax Return relating to income Tax or another material Tax, the Sellers’ Representative shall provide the Buyer with a copy of each such Tax Return at least thirty (30) calendar days before such Pre-Closing Covered Tax Return is required to be filed under applicable Law, and no such Pre-Closing Covered Tax Return shall be filed without the Buyer’s prior written consent, which consent may only be withheld if the Buyer reasonably determines that (i) such Pre-Closing Covered Tax Return, if filed as prepared by the Sellers’ Representative, would not be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries, or (ii) the likelihood of any material position reflected on such Pre-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided that the Buyer shall be deemed to have agreed to any such draft Pre-Closing Covered Tax Return unless the Buyer notifies the Sellers Representative in writing of any objections thereto (any such objection, a “Buyer Objection”) within ten (10) calendar days of receipt of the applicable Pre-Closing Covered Tax Return. (c) In the case of any Post-Closing Covered Tax Return, the Buyer shall provide the Sellers’ Representative with a draft of any such Post-Closing Covered Tax Return at least sixty (60) calendar days before such Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions) and no such Post-Closing Covered Tax Return shall be filed without the prior written consent of the Sellers’ Representative, which consent may only be withheld if the Sellers’ Representative reasonably determines that (i) such Post-Closing Covered Tax Return, if filed as prepared by the Buyer, would not be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries or (ii) the likelihood of any material position reflected on such Post-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided, that the Sellers’ Representative shall be deemed to have agreed to such draft Tax Return unless the Sellers’ Representative notifies the Buyer in writing of any objections thereto (any such objection, a “Seller Objection”) within thirty (30) calendar days of receipt of the applicable Post-Closing Covered Tax Return. (d) In the event of either a timely Buyer Objection or a timely Seller Objection, the parties shall negotiate in good faith to resolve the disputed items within the following eight (8) calendar days in the case of any Buyer Objection and within the following ten (10) calendar days in the case of any Seller Objection. If the parties do not resolve all disputed items within such 8-calendar day period or such 10-calendar day period, as applicable, the parties shall jointly appoint a senior tax partner in an Accounting Firm (which tax partner shall be regarded for these purposes as an Accounting Firm) on the next Business Day to resolve all disputed issues at least three (3) calendar days before the applicable Pre-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions) or at least five (5) calendar days before the applicable Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions), as applicable; provided that the Accounting Firm’s review shall be limited to the issues submitted by the parties, and the fees and expenses of the Accounting Firm shall be borne equally by the Sellers, on the one hand, and the Buyer, on the other hand. (e) After any Covered Tax Return is completed in accordance with this Section 11.1, the Sellers shall timely pay (or cause to be timely paid) to the relevant Taxing Authority all Taxes due will not accept such a Tax Return. Further, the Optionee, the Company and/or each Company Subsidiary shall not enter into any transaction on the Closing Date (i) not contemplated by this Agreement, and (ii) outside the ordinary course of business which may result in connection with the Company or any Company Subsidiary paying additional Taxes. Promptly following the filing of any Pre-Closing Covered Tax ReturnsPeriod Tax Return or a Straddle Period Tax Return that the Optionee is responsible for preparing pursuant to this Section 8.2, and the Buyer Optionee shall timely pay (or cause to be timely paid) provide to the relevant Taxing Authority all Taxes due Optionors a schedule detailing the reasonable out-of-pocket costs paid to third parties in connection with the filing preparation of such Tax Returns (the “Tax Return Cost Schedule”). The Optionors shall reimburse Optionee, not later than thirty (30) days after receipt of any Post-Closing Covered Tax Returns; provided that, after the Closing Date, the Sellers’ Representative shall, at least three (3) calendar days before the date on which any such Post-Closing Covered Tax Return is required to be filed under applicable Law Cost Schedule (taking into account any available extensions), pay to the Buyer i) the full amount reflected thereon in respect of Taxes owing with respect to such Covered any Pre-Closing Tax Return Period Tax Return, and (ii) in the case of a taxable period ending any Straddle Period Tax Return, the amount reflected on or before the Closing Date) or the Sellers’ allocable share of the Taxes owing with respect to such Covered Tax Return Cost Schedule multiplied by a fraction, the numerator of which is the amount of Tax reflected on the related Straddle Period Tax Return for which the Optionors are liable, and the denominator of which is the total amount of Tax shown as determined pursuant to Section 11.2 (in the case of a due on such Straddle Period)Period Tax Return.

Tax Return Filings. (a) Subject to Section 11.1(b)-(e) belowThe Purchaser shall, or shall cause the Sellers’ Representative shall Company and the Subsidiaries to, timely prepare and file (or cause to be timely prepared and filed) with the relevant Taxing Authority Authorities all Tax Returns of the Company, the Subsidiaries and each Company Group (such Company Group determined as of the date of this Agreement and including any Covered Tax Return combined or consolidated group of which the Company or any Subsidiary is a member on such date and the Seller is the common parent) the due date for filing of which (which, determined taking into account extensions, is after the Closing Date and shall pay all Taxes with respect thereto. The Seller shall, or shall cause the Company and the Subsidiaries to, timely prepare and file with the relevant Taxing Authorities all Tax Returns for any available taxable periods of the Company or any of the Subsidiaries the due date for filing of which, determined taking into account extensions) , is on or before the Closing Date (“Pre-Closing Covered Tax Returns”), and the Buyer shall timely prepare and file (or cause to be prepared and filed) with the relevant Taxing Authority any Covered Tax Return the due date for the filing of which (determined taking into account any available extensions) is after the Closing Date (“Post-Closing Covered Tax Returns”); provided, however, that all such Covered Date. Any Tax Returns described in the preceding sentence shall be prepared on a basis consistent with the past Tax practices of the Company and the Company SubsidiariesSubsidiaries and in a manner that does not distort taxable income (e.g., unless otherwise required by applicable Law; and provided, further, however, that any Covered deferring income or accelerating deductions). All Tax Return that is otherwise required to be filed Returns for a Straddle Period shall, to taxable period including the extent permitted by applicable Law, Closing Date shall be filed on the basis that the relevant taxable period ended as of the close of business on the Closing Date. , unless the relevant Taxing Authority will not accept such a Tax Return. The Purchaser shall allow the Seller to review and comment upon all income Tax Returns (bincluding any amended returns) In for any combined or consolidated group of which the case of Seller is a member for any Pre-Closing Covered Tax Return relating to income Tax or another material Tax, the Sellers’ Representative Period. The Purchaser shall provide the Buyer Seller with a copy of each the applicable Tax Returns at least 30 Business Days before the due date for filing such Tax Return at least thirty (30) calendar days before Return. The Purchaser shall consider in good faith any revisions to such Tax Returns as the Seller may reasonably request. The Purchaser shall indemnify and hold harmless the Seller and the shareholders of the Seller for all Taxes of the Company, the Subsidiaries, the Seller and each Company Group for all Pre-Closing Covered Tax Return is required Periods. The Purchaser shall have the right to be filed under applicable Lawcontrol any contest of such Taxes. The Seller and the shareholders of the Seller, severally and no such Pre-Closing Covered Tax Return not jointly, shall be filed without indemnify and hold harmless the Buyer’s prior written consentPurchaser, which consent may only be withheld if the Buyer reasonably determines that (i) such Pre-Closing Covered Tax Return, if filed as prepared by the Sellers’ Representative, would not be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries, or (ii) the likelihood of any material position reflected on such Pre-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided that the Buyer shall be deemed to have agreed to any such draft Pre-Closing Covered Tax Return unless the Buyer notifies the Sellers Representative in writing of any objections thereto (any such objection, a “Buyer Objection”) within ten (10) calendar days of receipt Subsidiaries for all Taxes of the applicable Pre-Seller for all taxable periods (or portions thereof) beginning after the close of business on the Closing Covered Tax Return. (c) In Date and shall pay such amount to the case of any Post-Closing Covered Tax ReturnSeller, the Buyer shall provide Company or the Sellers’ Representative with a draft of any such Post-Closing Covered Tax Return at least sixty (60) calendar days before such Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions) and no such Post-Closing Covered Tax Return shall be filed without the prior written consent of the Sellers’ Representative, which consent may only be withheld if the Sellers’ Representative reasonably determines that (i) such Post-Closing Covered Tax Return, if filed as prepared by the Buyer, would not be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries or (ii) the likelihood of any material position reflected on such Post-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided, that the Sellers’ Representative shall be deemed to have agreed to such draft Tax Return unless the Sellers’ Representative notifies the Buyer in writing of any objections thereto (any such objection, a “Seller Objection”) within thirty (30) calendar days of receipt of the applicable Post-Closing Covered Tax Return. (d) In the event of either a timely Buyer Objection or a timely Seller Objection, the parties shall negotiate in good faith to resolve the disputed items within the following eight (8) calendar days in the case of any Buyer Objection and within the following ten (10) calendar days in the case of any Seller Objection. If the parties do not resolve all disputed items within such 8-calendar day period or such 10-calendar day periodSubsidiaries, as applicable, the parties shall jointly appoint a senior tax partner in an Accounting Firm (which tax partner shall be regarded for these purposes as an Accounting Firm) on the next within 3 Business Day to resolve all disputed issues at least three (3) calendar days before the applicable Pre-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions) or at least five (5) calendar days before the applicable Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions), as applicable; provided that the Accounting Firm’s review shall be limited to the issues submitted by the parties, and the fees and expenses Days of the Accounting Firm shall be borne equally by the Sellers, on the one hand, and the Buyer, on the other handrequired date of payment for such Taxes. (e) After any Covered Tax Return is completed in accordance with this Section 11.1, the Sellers shall timely pay (or cause to be timely paid) to the relevant Taxing Authority all Taxes due in connection with the filing of any Pre-Closing Covered Tax Returns, and the Buyer shall timely pay (or cause to be timely paid) to the relevant Taxing Authority all Taxes due in connection with the filing of any Post-Closing Covered Tax Returns; provided that, after the Closing Date, the Sellers’ Representative shall, at least three (3) calendar days before the date on which any such Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions), pay to the Buyer the full amount of Taxes owing with respect to such Covered Tax Return (in the case of a taxable period ending on or before the Closing Date) or the Sellers’ allocable share of the Taxes owing with respect to such Covered Tax Return as determined pursuant to Section 11.2 (in the case of a Straddle Period).

Tax Return Filings. (a) Subject With respect to Section 11.1(b)-(e) belowPre-Closing Tax Period, Purchaser shall, or shall cause the Sellers’ Representative shall Company to, timely prepare and file (or cause to be timely prepared and filed) with the relevant Taxing Authority any Covered Authorities all Tax Return Returns of the Company the due date for filing of which (which, determined taking into account extensions, is after the Closing Date. With respect to Tax Returns for taxable periods (or portions thereof) ending on or prior to the Closing Date that Purchaser shall prepare and file, Purchaser shall furnish Seller with a copy of such Tax Returns at least 30 days before such Tax Returns are due, and Purchaser shall consider in good faith any available comments of Seller with respect to such Tax Returns. Seller shall, or shall cause the Company to, timely prepare and file with the relevant Taxing Authorities all Tax Returns for any taxable periods of the Company the due date for filing of which, determined taking into account extensions) , is on or before the Closing Date (“Pre-Closing Covered Date; provided that Seller shall furnish Purchaser with a copy of such Tax Returns”)Returns at least 30 days before such Tax Returns are due, and the Buyer no such Tax Returns shall timely prepare and file (or cause to be prepared and filed) filed with the relevant any Taxing Authority any Covered Tax Return the due date for the filing of without Purchaser’s written consent (which (determined taking into account any available extensions) is after the Closing Date (“Post-Closing Covered Tax Returns”such written consent shall not be unreasonably withheld); provided, however, that all such Covered . Any Tax Returns described in this Section 9.2 shall be prepared on a basis consistent with applicable Law (and to the extent consistent with such Law, the past practices of the Company Company) and the Company Subsidiariesin a manner that does not distort taxable income (e.g., unless otherwise required by applicable Law; and provided, further, however, that any Covered deferring income or accelerating deductions). All Tax Return that is otherwise required to be filed Returns for a Straddle Period shall, to taxable period including the extent permitted by applicable Law, Closing Date shall be filed on the basis that the relevant taxable period ended as of the close of business on the Closing Date. (b) In the case of any Pre-Closing Covered , unless otherwise required by applicable Law. If a Tax Return relating that is required to income Tax be filed by Purchaser includes or another material Taxreports a liability for Taxes for which Seller is responsible, Seller shall pay to Purchaser the Sellers’ Representative shall provide amount of liability for Taxes that is owed by Seller no later than 15 Business Days prior to the Buyer with a copy of each date such Tax Return at least thirty (30) calendar days before such Pre-Closing Covered Tax Return is required to be filed under applicable Law, and no such Pre-Closing Covered Tax Return shall be filed without the Buyer’s prior written consent, which consent may only be withheld if the Buyer reasonably determines that (i) such Pre-Closing Covered Tax Return, if filed as prepared by the Sellers’ Representative, would not be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries, or (ii) the likelihood of any material position reflected on such Pre-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided that the Buyer shall be deemed to have agreed to any such draft Pre-Closing Covered Tax Return unless the Buyer notifies the Sellers Representative in writing of any objections thereto (any such objection, a “Buyer Objection”) within ten (10) calendar days of receipt of the applicable Pre-Closing Covered Tax Return. (c) In the case of any Post-Closing Covered Tax Return, the Buyer shall provide the Sellers’ Representative with a draft of any such Post-Closing Covered Tax Return at least sixty (60) calendar days before such Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any all filing extensions available extensions) and no such Post-Closing Covered Tax Return shall be filed without the prior written consent of the Sellers’ Representative, which consent may only be withheld if the Sellers’ Representative reasonably determines that (i) such Post-Closing Covered Tax Return, if filed as prepared by the Buyer, would not be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries or (ii) the likelihood of any material position reflected on such Post-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided, that the Sellers’ Representative shall be deemed to have agreed to such draft Tax Return unless the Sellers’ Representative notifies the Buyer in writing of any objections thereto (any such objection, a “Seller Objection”) within thirty (30) calendar days of receipt of the applicable Post-Closing Covered Tax Return. (d) In the event of either a timely Buyer Objection or a timely Seller Objection, the parties shall negotiate in good faith to resolve the disputed items within the following eight (8) calendar days in the case of any Buyer Objection and within the following ten (10) calendar days in the case of any Seller Objection. If the parties do not resolve all disputed items within such 8-calendar day period or such 10-calendar day period, as applicable, the parties shall jointly appoint a senior tax partner in an Accounting Firm (which tax partner shall be regarded for these purposes as an Accounting Firm) on the next Business Day to resolve all disputed issues at least three (3) calendar days before the applicable Pre-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions) or at least five (5) calendar days before the applicable Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions), as applicable; provided that the Accounting Firm’s review shall be limited to the issues submitted by the parties, and the fees and expenses of the Accounting Firm shall be borne equally by the Sellers, on the one hand, and the Buyer, on the other hand. (e) After any Covered Tax Return is completed in accordance with this Section 11.1, the Sellers shall timely pay (or cause to be timely paid) to the relevant Taxing Authority all Taxes due in connection with the filing of any Pre-Closing Covered Tax Returns, and the Buyer shall timely pay (or cause to be timely paid) to the relevant Taxing Authority all Taxes due in connection with the filing of any Post-Closing Covered Tax Returns; provided that, after the Closing Date, the Sellers’ Representative shall, at least three (3) calendar days before the date on which any such Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions), pay to the Buyer the full amount of Taxes owing with respect to such Covered filing) or, if earlier, such Tax Return (in the case of a taxable period ending on or before the Closing Date) or the Sellers’ allocable share of the Taxes owing with respect to such Covered Tax Return as determined pursuant to Section 11.2 (in the case of a Straddle Period)payment due date.

Tax Return Filings. (a) Subject to Section 11.1(b)-(e) below, the Sellers’ Representative The Company shall timely prepare and file (or cause to be timely prepared and filed) with the relevant Taxing Authority any Covered Tax Return of the Company the due date for filing of which (determined taking into account any available extensions) is on or before the Closing Date (the “Pre-Closing Covered Tax Returns”), and the Buyer shall timely prepare and file (or cause to be prepared and filed) with the relevant Taxing Authority any Covered all other Tax Return Returns required to be filed by the due date Company for the filing of which (determined taking into account any available extensions) is after a taxable period ending on or before the Closing Date (“Post-Closing Covered Tax Returns”)or for a Straddle Period; provided, however, that all such Covered Tax Returns shall be prepared on a basis consistent with the past practices of the Company and the Company SubsidiariesCompany, unless otherwise required by applicable Law; and provided, further, however, that any Covered Tax Return that is otherwise required to be filed for a Straddle Period shall, to the extent permitted by applicable Law, be filed on the basis that the relevant taxable period ended as of the close of business on the Closing Date. (b) In the case of any Pre-Closing Covered The party required to prepare a Tax Return relating to income Tax or another material Tax, under this Section 11.1 (the Sellers’ Representative “Preparing Party”) shall provide the Buyer other party (the “Reviewing Party”) with a copy draft of each such Tax Return at least thirty (30) calendar days before such Pre-Closing Covered Tax Return is required to be filed under applicable Law, and no such Pre-Closing Covered Tax Return shall be filed without the Buyer’s prior written consent, which consent may only be withheld if the Buyer reasonably determines that (i) such Pre-Closing Covered Tax Return, if filed as prepared by the Sellers’ Representative, would not be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries, or (ii) the likelihood of any material position reflected on such Pre-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided that the Buyer shall be deemed to have agreed to any such draft Pre-Closing Covered Tax Return unless the Buyer notifies the Sellers Representative in writing of any objections thereto (any such objection, a “Buyer Objection”) within ten (10) calendar days of receipt of the applicable Pre-Closing Covered Tax Return. (c) In the case of any Post-Closing Covered Tax Return, the Buyer shall provide the Sellers’ Representative with a draft of any such Post-Closing Covered Tax Return at least sixty (60) calendar days before such Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions), provided that this Section 11.1(b) and no such Postshall not apply to Pre-Closing Covered Returns other than income, franchise and material Tax Returns. The Reviewing Party shall have fifteen (15) calendar days after receipt of any such Tax Return shall be filed without the prior to provide written consent of the Sellers’ Representative, which consent may only be withheld if the Sellers’ Representative reasonably determines that (i) such Post-Closing Covered Tax Returncomments, if filed as prepared by any, to the BuyerPreparing Party, would not be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries or (ii) the likelihood of any material position reflected on such Post-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided, that the Sellers’ Representative Reviewing Party shall be deemed to have agreed consent to such draft the applicable Tax Return unless as completed by the Sellers’ Representative notifies Preparing Party. If the Buyer in writing of Reviewing Party does provide written comments with respect to any objections thereto (any such objection, a “Seller Objection”) Tax Return within thirty (30) calendar days of receipt of the applicable Post-Closing Covered period, (i) the Preparing Party shall reflect on such Tax Return. Return any reasonable comments submitted by the Reviewing Party, (dii) In the event of either a timely Buyer Objection or a timely Seller Objection, the parties shall negotiate in good faith to resolve the disputed items within the following eight five (8) calendar days in the case of any Buyer Objection and within the following ten (105) calendar days in the case of any Seller Objection. If and (iii) if the parties do not resolve all disputed items within such 8-calendar day period or such 10-calendar day period, as applicable, the parties shall jointly appoint a senior tax partner in an Independent Accounting Firm (which tax partner shall be regarded for these purposes as an Accounting Firm) on the next Business Day to resolve all disputed issues at least three (3) calendar days before the applicable Pre-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions) or at least five (5) calendar days before the applicable Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions), as applicable; provided that the Independent Accounting Firm’s review shall be limited to the issues submitted by the parties, and the fees and expenses of the Independent Accounting Firm shall be borne equally by the Sellers, on the one hand, and the Buyer, on the other hand. (ec) After any Covered Tax Return is completed in accordance with this Section 11.1, the Sellers Company shall timely pay (or cause to be timely paid) to the relevant Taxing Authority all Taxes due in connection with the filing of any Pre-such Tax Return that occurs on or before the Closing Covered Tax ReturnsDate, and the Buyer shall timely pay (or cause to be timely paid) to the relevant Taxing Authority all Taxes due in connection with the filing of any Post-such Tax Return after the Closing Covered Tax ReturnsDate; provided provided, however, that, after the Closing Date, the Sellers’ Representative shall, at least three (3) calendar days before the date on which any such Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions), pay to the Buyer liability for the full amount of Taxes owing with respect to such Covered any Tax Return (in the case of for a taxable period ending on or before the Closing Date) Date or for the Sellers’ allocable share share, as determined pursuant to Section 11.2, of the Taxes owing with respect to such Covered any Tax Return as determined pursuant to Section 11.2 (for a Straddle Period shall be satisfied in the case of a Straddle Periodmanner provided in Section 10.3(c).

Tax Return Filings. (a) Subject to Section 11.1(b)-(e) belowAt the Optionors’ expense, the Sellers’ Representative Optionee shall, or shall cause the Company and each Company Subsidiary to, timely prepare and file (or cause to be timely prepared and filed) with the relevant Taxing Authority any Covered Authorities all Tax Return Returns of the Company and each Company Subsidiary covering a Pre-Closing Tax Period or a Straddle Period the due date for filing of which (which, determined taking into account extensions, is after the Closing Date; provided that the Optionee shall furnish the Optionors with a copy of such Tax Returns not later than thirty (30) days before such Tax Returns are due, and no such Tax Returns shall be filed with any available Taxing Authority without the Optionors’ written consent, which consent shall not be unreasonably withheld. The Optionors shall, or shall cause the Company and each Company Subsidiary to, timely prepare and file with the relevant Taxing Authorities all Tax Returns for any taxable periods of the Company, any of each Company Subsidiary, or for each Company Group with respect to which the Company or any Company Subsidiary is the parent, the due date for filing of which, determined taking into account extensions) , is on or before the Closing Date (“Pre-Closing Covered Tax Returns”), and the Buyer shall timely prepare and file (or cause to be prepared and filed) with the relevant Taxing Authority any Covered Tax Return the due date for the filing of which (determined taking into account any available extensions) is after the Closing Date (“Post-Closing Covered Tax Returns”); provided, however, that all such Covered Date. Any Tax Returns described in this Section 8.2 shall be prepared on a basis consistent with applicable law and the past practices of the Company and the each Company SubsidiariesSubsidiary and in a manner that does not distort taxable income (e.g., unless otherwise required by applicable Law; and provided, further, however, that any Covered deferring income or accelerating deductions). All Tax Return that is otherwise required to be filed Returns for a Straddle Period shall, to taxable period including the extent permitted by applicable Law, Closing Date shall be filed on the basis that the relevant taxable period ended as of the close of business on the Closing Date. (b) In the case of any Pre-Closing Covered Tax Return relating to income Tax or another material Tax, the Sellers’ Representative shall provide the Buyer with a copy of each such Tax Return at least thirty (30) calendar days before such Pre-Closing Covered Tax Return is required to be filed under applicable Law, and no such Pre-Closing Covered Tax Return shall be filed without the Buyer’s prior written consent, which consent may only be withheld if the Buyer reasonably determines that (i) such Pre-Closing Covered Tax Return, if filed as prepared by the Sellers’ Representative, would not be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries, or (ii) the likelihood of any material position reflected on such Pre-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided that the Buyer shall be deemed to have agreed to any such draft Pre-Closing Covered Tax Return unless the Buyer notifies the Sellers Representative in writing of any objections thereto (any such objection, a “Buyer Objection”) within ten (10) calendar days of receipt of the applicable Pre-Closing Covered Tax Return. (c) In the case of any Post-Closing Covered Tax Return, the Buyer shall provide the Sellers’ Representative with a draft of any such Post-Closing Covered Tax Return at least sixty (60) calendar days before such Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions) and no such Post-Closing Covered Tax Return shall be filed without the prior written consent of the Sellers’ Representative, which consent may only be withheld if the Sellers’ Representative reasonably determines that (i) such Post-Closing Covered Tax Return, if filed as prepared by the Buyer, would not be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries or (ii) the likelihood of any material position reflected on such Post-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided, that the Sellers’ Representative shall be deemed to have agreed to such draft Tax Return unless the Sellers’ Representative notifies the Buyer in writing of any objections thereto (any such objection, a “Seller Objection”) within thirty (30) calendar days of receipt of the applicable Post-Closing Covered Tax Return. (d) In the event of either a timely Buyer Objection or a timely Seller Objection, the parties shall negotiate in good faith to resolve the disputed items within the following eight (8) calendar days in the case of any Buyer Objection and within the following ten (10) calendar days in the case of any Seller Objection. If the parties do not resolve all disputed items within such 8-calendar day period or such 10-calendar day period, as applicable, the parties shall jointly appoint a senior tax partner in an Accounting Firm (which tax partner shall be regarded for these purposes as an Accounting Firm) on the next Business Day to resolve all disputed issues at least three (3) calendar days before the applicable Pre-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions) or at least five (5) calendar days before the applicable Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions), as applicable; provided that the Accounting Firm’s review shall be limited to the issues submitted by the parties, and the fees and expenses of the Accounting Firm shall be borne equally by the Sellers, on the one hand, and the Buyer, on the other hand. (e) After any Covered Tax Return is completed in accordance with this Section 11.1, the Sellers shall timely pay (or cause to be timely paid) to the relevant Taxing Authority all Taxes due will not accept such a Tax Return. Further, the Optionee, the Company and/or each Company Subsidiary shall not enter into any transaction on the Closing Date (i) not contemplated by this Agreement, and (ii) outside the ordinary course of business which may result in connection with the Company or any Company Subsidiary paying additional Taxes. Promptly following the filing of any Pre-Closing Covered Tax ReturnsPeriod Tax Return or a Straddle Period Tax Return that the Optionee is responsible for preparing pursuant to this Section 8.2, and the Buyer Optionee shall timely pay (or cause to be timely paid) provide to the relevant Taxing Authority all Taxes due Optionors a schedule detailing the reasonable out-of-pocket costs paid to third parties in connection with the filing preparation of such Tax Returns (the “Tax Return Cost Schedule”). The Optionors shall reimburse Optionee, not later than thirty (30) days after receipt of any Post-Closing Covered Tax Returns; provided that, after the Closing Date, the Sellers’ Representative shall, at least three (3) calendar days before the date on which any such Post-Closing Covered Tax Return is required to be filed under applicable Law Cost Schedule (taking into account any available extensions), pay to the Buyer i) the full amount reflected thereon in respect of Taxes owing with respect to such Covered any Pre-Closing Tax Return Period Tax Return, and (ii) in the case of a taxable period ending any Straddle Period Tax Return, the amount reflected on or before the Closing Date) or the Sellers’ allocable share of the Taxes owing with respect to such Covered Tax Return Cost Schedule multiplied by a fraction, the numerator of which is the amount of Tax reflected on the related Straddle Period Tax Return for which the Optionors are liable, and the denominator of which is the total amount of Tax shown as determined pursuant to Section 11.2 (in the case of a due on such Straddle Period)Period Tax Return.

Tax Return Filings. (a) Subject to Section 11.1(b)-(e) belowThe Company shall, or shall cause the Sellers’ Representative shall S Sub to, timely ------------------ prepare and file (or cause to be timely prepared and filed) with the relevant Taxing Authority any Covered Authorities all Tax Return Returns of the S Sub, whether the due date for filing of which (which, determined taking into account any available Tax extensions) , is on before or before after the Closing Date (“Pre-Closing Covered transfer of the Shares, including the Tax Returns”)Returns for the Final S Tax Period of the S Sub, and including Tax Returns for the Buyer Straddle Period; provided that the Company or the S Sub shall timely prepare furnish the -------- ---- Shareholder with a copy of such Tax Returns that the Company or the S Sub is preparing and file filing (or cause causing to be prepared and filed) with the relevant Taxing Authority any Covered Tax Return the due date for the filing of which at least fifteen (determined taking into account any available extensions15) is after the Closing Date (“Post-Closing Covered Tax Returns”); provided, however, that all days before such Covered Tax Returns are due, and no such Tax Returns shall be filed without the prior written consent of the Shareholder, which consent shall not be unreasonably withheld. Any Tax Returns that the Company or the S Sub is preparing and filing (or causing to be prepared and filed) shall be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries, unless otherwise required by applicable Law; and provided, further, however, that any Covered practices. All Tax Return that is otherwise required to be filed Returns for a taxable period including the Straddle Period shall, to the extent permitted by applicable Law, shall be filed on the basis that the relevant taxable period ended as of the close of business on the Closing day before the Transfer Date. , unless the relevant Taxing Authority will not accept such a Tax Return or otherwise required by law. Whenever it is necessary to determine the liability for Taxes attributable to tax periods prior to the Transfer Date (b) In the case of any such periods, "Pre-Closing Covered Transfer Tax Return relating to income Tax or another material Tax, the Sellers’ Representative shall provide the Buyer with a copy of each such Tax Return at least thirty (30) calendar days before such Pre-Closing Covered Tax Return is required to be filed under applicable Law, and no such Pre-Closing Covered Tax Return shall be filed without the Buyer’s prior written consent, which consent may only be withheld if the Buyer reasonably determines that (i) such Pre-Closing Covered Tax Return, if filed as prepared by the Sellers’ Representative, would not be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries, or (ii) the likelihood of any material position reflected on such Pre-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided that the Buyer shall be deemed to have agreed to any such draft Pre-Closing Covered Tax Return unless the Buyer notifies the Sellers Representative in writing of any objections thereto (any such objection, a “Buyer Objection”) within ten (10) calendar days of receipt of the applicable Pre-Closing Covered Tax Return. (c) In the case of any Post-Closing Covered Tax Return, the Buyer shall provide the Sellers’ Representative with a draft of any such Post-Closing Covered Tax Return at least sixty (60) calendar days before such Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions) and no such Post-Closing Covered Tax Return shall be filed without the prior written consent of the Sellers’ Representative, which consent may only be withheld if the Sellers’ Representative reasonably determines that (i) such Post-Closing Covered Tax Return, if filed as prepared by the Buyer, would not be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries or (ii) the likelihood of any material position reflected on such Post-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided, that the Sellers’ Representative shall be deemed to have agreed to such draft Tax Return unless the Sellers’ Representative notifies the Buyer in writing of any objections thereto (any such objection, a “Seller Objection”) within thirty (30) calendar days of receipt of the applicable Post-Closing Covered Tax Return. (d) In the event of either a timely Buyer Objection or a timely Seller Objection, the parties shall negotiate in good faith to resolve the disputed items within the following eight (8) calendar days in the case of any Buyer Objection and within the following ten (10) calendar days in the case of any Seller Objection. If the parties do not resolve all disputed items within such 8-calendar day period or such 10-calendar day period, as applicable, the parties shall jointly appoint a senior tax partner in an Accounting Firm (which tax partner shall be regarded for these purposes as an Accounting Firm) on the next Business Day to resolve all disputed issues at least three (3) calendar days before the applicable Pre-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions) or at least five (5) calendar days before the applicable Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensionsPeriods"), as applicable; provided that the Accounting Firm’s review shall be limited to the issues submitted by the parties, and the fees and expenses of the Accounting Firm shall be borne equally by the Sellers, on the one hand, and tax periods following the Buyertransfer of the Shares to the Company (such periods, "Post-Transfer Tax Periods"), on the other hand. (e) After any Covered Tax Return is completed in accordance with this Section 11.1, such determination shall be made on a "closing of the Sellers shall timely pay (or cause to be timely paid) books basis" by assuming that the relevant books were closed at 11:59 p.m. on the day prior to the relevant Taxing Authority all Taxes due in connection with the filing of any Transfer Date. Exemptions, allowances or deductions that are calculated on an annual basis, if any, shall be apportioned between Pre-Closing Covered Transfer Tax ReturnsPeriods and Post-Transfer Tax Periods on a daily basis, and the Buyer Taxes that are computed on a periodic basis, such as property taxes, shall timely pay (or cause to also be timely paid) to the relevant Taxing Authority all Taxes due in connection with the filing of any Post-Closing Covered Tax Returns; provided that, after the Closing Date, the Sellers’ Representative shall, at least three (3) calendar days before the date so apportioned on which any such Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions), pay to the Buyer the full amount of Taxes owing with respect to such Covered Tax Return (in the case of a taxable period ending on or before the Closing Date) or the Sellers’ allocable share of the Taxes owing with respect to such Covered Tax Return as determined pursuant to Section 11.2 (in the case of a Straddle Period)daily basis.

Tax Return Filings. (a) Subject to Section 11.1(b)-(e) belowThe Representative, at the Sellers’ Representative expense, shall timely prepare and file (or cause to be timely prepared and filed) with the relevant Taxing Authority any Covered Tax Return the due date for filing of which (determined taking into account any available extensions) is on or before the Closing Date (“Pre-Closing Covered Tax Returns”), and the Buyer shall timely prepare and file (or cause to be prepared and filed) with the relevant Taxing Authority any Covered Tax Return the due date for the filing of which (determined taking into account any available extensions) is after the Closing Date (“Post-Closing Covered Tax Returns”); provided, however, that all such Covered Tax Returns shall be prepared on a basis consistent with the past practices of the Company BMP and the Company Subsidiaries, unless otherwise required by applicable Law; and provided, further, however, that Simon for any Covered Tax Return that is otherwise required to be filed for a Straddle Period shall, to the extent permitted by applicable Law, be filed on the basis that the relevant taxable period ended as of the close of business on the Closing Date. (b) In the case of any Pre-Closing Covered Tax Return relating to income Tax or another material Tax, the Sellers’ Representative shall provide the Buyer with a copy of each such Tax Return at least thirty (30) calendar days before such Pre-Closing Covered Tax Return is required to be filed under applicable Law, and no such Pre-Closing Covered Tax Return shall be filed without the Buyer’s prior written consent, which consent may only be withheld if the Buyer reasonably determines that (i) such Pre-Closing Covered Tax Return, if filed as prepared by the Sellers’ Representative, would not be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries, or (ii) the likelihood of any material position reflected on such Pre-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided that the Buyer shall be deemed to have agreed to any such draft Pre-Closing Covered Tax Return unless the Buyer notifies the Sellers Representative in writing of any objections thereto (any such objection, a “Buyer Objection”) within ten (10) calendar days of receipt of the applicable Pre-Closing Covered Tax Return. (c) In the case of any Post-Closing Covered Tax Return, the Buyer shall provide the Sellers’ Representative with a draft of any such Post-Closing Covered Tax Return at least sixty (60) calendar days before such Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions) and no such Post-Closing Covered Tax Return shall be filed without the prior written consent of the Sellers’ Representative, which consent may only be withheld if the Sellers’ Representative reasonably determines that (i) such Post-Closing Covered Tax Return, if filed as prepared by the Buyer, would not be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries or (ii) the likelihood of any material position reflected on such Post-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided, that the Sellers’ Representative shall be deemed to have agreed to such draft Tax Return unless the Sellers’ Representative notifies the Buyer in writing of any objections thereto (any such objection, a “Seller Objection”) within thirty (30) calendar days of receipt of the applicable Post-Closing Covered Tax Return. (d) In the event of either a timely Buyer Objection or a timely Seller Objection, the parties shall negotiate in good faith to resolve the disputed items within the following eight (8) calendar days in the case of any Buyer Objection and within the following ten (10) calendar days in the case of any Seller Objection. If the parties do not resolve all disputed items within such 8-calendar day period or such 10-calendar day period, as applicable, the parties shall jointly appoint a senior tax partner in an Accounting Firm (which tax partner shall be regarded for these purposes as an Accounting Firm) on the next Business Day to resolve all disputed issues at least three (3) calendar days before the applicable Pre-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions) or at least five (5) calendar days before the applicable Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions), as applicable; provided that the Accounting Firm’s review shall be limited to the issues submitted by the parties, and the fees and expenses of the Accounting Firm shall be borne equally by the Sellers, on the one hand, and the Buyer, on the other hand. (e) After any Covered Tax Return is completed in accordance with this Section 11.1, the Sellers shall timely pay (or cause to be timely paid) to the relevant Taxing Authority all Taxes due in connection with the filing of any Pre-Closing Covered Tax Returns, and the Buyer shall timely pay (or cause to be timely paid) to the relevant Taxing Authority all Taxes due in connection with the filing of any Post-Closing Covered Tax Returns; provided that, after the Closing Date, the Sellers’ Representative shall, at least three (3) calendar days before the date on which any such Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions), pay to the Buyer the full amount of Taxes owing with respect to such Covered Tax Return (in the case of a taxable period ending on or before the Closing DateDate that are first due (taking into account all valid extensions properly obtained) or after the Sellers’ allocable share Closing Date to the extent that items of income, gain, loss, deduction and credit flow-through to the Sellers (the “Pre-Closing Flow-Through Tax Returns”), and the Sellers shall timely and properly pay all Taxes owing due and payable with respect to each Pre-Closing Flow-Through Tax Return. Each Pre-Closing Flow-Through Tax Return shall be prepared in accordance with applicable Laws, this Agreement and, to the extent not inconsistent with applicable Laws, the past practices of BMP and/or Simon (as applicable). With respect to BMP, BMP will file its final “S Short Year” Tax Returns as an S corporation for the taxable period ended on the Closing Date and will include the operations of BMP through and including the Closing Date (the “BMP Final Tax Returns”). The Simon final partnership income Tax Return on IRS Form 1065 will include the operations of Simon through and including the Closing Date. The Representative will provide to the Buyer each Pre-Closing Flow-Through Tax Return, together with such Covered additional information regarding such Pre-Closing Flow-Through Tax Return as determined may be requested by the Buyer, for review and comment at least 30 days prior to the filing of such Pre-Closing Flow-Through Tax Return (or, if such due date is within 30 days following the Closing Date, as promptly as practicable following the Closing Date). The Representative shall consider in good faith any comments to such Pre-Closing Flow-Through Tax Returns that are requested reasonably in advance of the due date for filing thereof by the Buyer. Buyer will prepare and timely file (or cause to be prepared and timely filed) pursuant to this Section 11.2 7.1(a) all other Tax Returns of each Acquired Company for (i) any Tax period ending on or before the Closing Date that are first due (taking into account all valid extensions properly obtained) after the Closing Date (each a “Pre-Closing Tax Return”) and (ii) all Straddle Periods (each a “Straddle Period Return”). All Pre-Closing Tax Returns and Straddle Period Returns shall be prepared in accordance with applicable Laws, this Agreement and, to the extent not inconsistent with applicable Laws, the past practices of the Acquired Companies. Sellers shall advance to Buyer any Taxes reflected on any Pre-Closing Tax Return and their respective portion of any Taxes reflected on any Straddle Period Return (determined in accordance with Section 7.1(b) with respect to any Straddle Period Return) at least three (3) Business Days prior to the due date of such Tax Return in each case only to the extent the amount of such Taxes has not already been included in the case calculation of a Straddle Period“Indebtedness”, “Transaction Expenses” or “Current Liabilities” (as finally determined). With respect to the Tax treatment of Reported Deferred Revenue on the Parties respective income Tax Returns, BMP has elected or will elect beginning with its 2021 U.S. federal income tax return to defer prepaid revenue that it receives in cash or that it invoices and includes in accounts receivable in accordance with Code Section 451(c) and Treasury Regulations Section 1.451-8(c). On or prior to the Closing Date, BMP agrees that it will only include deferred revenue in income on its applicable financial statements to the extent that obligations on such deferred revenue have been fulfilled with the respective customers; accordingly, none of the balance of Reported Deferred Revenue included in Net Working Capital as of the Closing Date will have been included as revenue by BMP in its financial statements for any period ending on or prior to the Closing Date. Pursuant to Treasury Regulation Section 1.451-8(c)(6), based on BMP’s reporting of deferred revenue income as described in the preceding sentence, and assuming the Closing Date occurs on or before March 31, 2022, the Parties will apply the “Short Taxable Year Rule” to the BMP deferred revenue balance existing on December 31, 2021, as adjusted upwards or downwards through the Closing Date, resulting in (i) BMP including in taxable income in its short period 2022 federal and applicable state income Tax Returns, the amount of revenue earned due to BMP’s servicing of deferred revenue customers during 2022 on or prior to the Closing Date (and with BMP deducting on such Tax Returns all related costs and expenses incurred in servicing such customers on or before the Closing Date), and (ii) Merger Sub II including in its taxable income after the Closing Date the amount of Reported Deferred Revenue included in Net Working Capital on the Closing Date (and Merger Sub II deducting all related expenses incurred in servicing such customers after the Closing Date). Notwithstanding any other provision of this Agreement addressing prepaid income or deferred revenue, the Parties agree to the Tax reporting of deferred revenue as described in this Section 7.1(a) and will not take an inconsistent position on any Tax Returns.

Tax Return Filings. (a) Subject to Section 11.1(b)-(e) below, the Sellers’ Representative The Sellers shall timely prepare and file (or cause to be timely prepared and filed) with the relevant Taxing Authority taxing authorities all Tax Returns that are required to be filed by the Company for any Covered Tax Return the due date for filing of which (determined taking into account any available extensions) is taxable periods ending on or before or including the Closing Date Date; provided that the Seller Representative shall furnish Purchaser with a copy of such Tax Returns to be filed by it after the date hereof at least fifteen (“Pre-Closing Covered 15) days before such Tax Returns”Returns are due (taking extensions into account), and the Buyer no such Tax Returns shall timely prepare and file (or cause be filed with any taxing authority without Purchaser’s written consent not to be prepared and filed) with the relevant Taxing Authority any Covered Tax Return the due date for unreasonably withheld or delayed; provided that Purchaser shall be deemed to have given such consent unless it objects in writing to the filing of a Tax Return at least five (5) days before such Tax Return is due (which (determined taking into account any available extensions) is after objection shall specify the Closing Date (“Post-Closing Covered Tax Returns”reason or reasons for such objection); provided, however, that all such Covered . Any Tax Returns required to be furnished to Purchaser pursuant to the preceding sentence shall be prepared on a basis consistent with the past practices of the Company and except to the Company Subsidiaries, unless extent otherwise required by applicable Law; , and provided, further, however, that any Covered Tax Return that is otherwise required to be filed for a Straddle Period shall, (subject to the extent permitted by applicable Lawpreceding portion of this sentence) in a manner that does not distort taxable income (including, be filed subject as aforesaid, not (a) taking positions, (b) making elections or (c) adopting methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on the basis that the relevant taxable period ended as of the close of business on or before the Closing Date). (b) In The Purchaser shall timely prepare and file with the case of any Pre-Closing Covered relevant taxing authorities all Tax Return relating to income Tax or another material Tax, the Sellers’ Representative shall provide the Buyer with a copy of each such Tax Return at least thirty (30) calendar days before such Pre-Closing Covered Tax Return is Returns that are required to be filed under applicable Law, and no such Pre-Closing Covered Tax Return shall be filed without the Buyer’s prior written consent, which consent may only be withheld if the Buyer reasonably determines that (i) such Pre-Closing Covered Tax Return, if filed as prepared by the Sellers’ Representative, would Company for any taxable periods ending after and not including the Closing Date. Any Tax Returns described in the preceding sentence shall be prepared on a basis consistent with the past practices of the Company except to the extent otherwise required by applicable Law, and in a manner that does not distort taxable income (including not (a) taking positions, (b) making elections or (c) adopting methods that would have the effect of accelerating income to periods ending on or before the Closing Date). Purchaser shall not (i) file or suffer to be filed any amended Tax Return of the Company Subsidiaries, for any taxable period ending on or before or including the Closing Date or (ii) the likelihood of settle any material position reflected on such Pre-Closing Covered Tax Return being upheld controversy with any taxing authority in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosuremanner that could adversely affect Sellers, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided that the Buyer shall be deemed to have agreed to any such draft Pre-Closing Covered Tax Return unless the Buyer notifies the Sellers Representative in writing of any objections thereto (any such objection, a “Buyer Objection”) within ten (10) calendar days of receipt of the applicable Pre-Closing Covered Tax Return. (c) In the each case of any Post-Closing Covered Tax Return, the Buyer shall provide the Sellers’ Representative with a draft of any such Post-Closing Covered Tax Return at least sixty (60) calendar days before such Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions) and no such Post-Closing Covered Tax Return shall be filed without the prior written consent of the Sellers’ Seller Representative, which consent may only be withheld if the Sellers’ Representative reasonably determines that (i) such Post-Closing Covered Tax Return, if filed as prepared by the Buyer, would not be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries or (ii) the likelihood of any material position reflected on such Post-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided, that the Sellers’ Representative shall be deemed to have agreed to such draft Tax Return unless the Sellers’ Representative notifies the Buyer in writing of any objections thereto (any such objection, a “Seller Objection”) within thirty (30) calendar days of receipt of the applicable Post-Closing Covered Tax Return. (d) In the event of either a timely Buyer Objection or a timely Seller Objection, the parties shall negotiate in good faith to resolve the disputed items within the following eight (8) calendar days in the case of any Buyer Objection and within the following ten (10) calendar days in the case of any Seller Objection. If the parties do not resolve all disputed items within such 8-calendar day period or such 10-calendar day period, as applicable, the parties shall jointly appoint a senior tax partner in an Accounting Firm (which tax partner shall be regarded for these purposes as an Accounting Firm) on the next Business Day to resolve all disputed issues at least three (3) calendar days before the applicable Pre-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions) or at least five (5) calendar days before the applicable Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions), as applicable; provided that the Accounting Firm’s review shall be limited to the issues submitted by the parties, and the fees and expenses of the Accounting Firm shall be borne equally by the Sellers, on the one hand, and the Buyer, on the other hand. (e) After any Covered Tax Return is completed in accordance with this Section 11.1, the Sellers shall timely pay (or cause to be timely paid) to the relevant Taxing Authority all Taxes due in connection with the filing of any Pre-Closing Covered Tax Returns, and the Buyer shall timely pay (or cause to be timely paid) to the relevant Taxing Authority all Taxes due in connection with the filing of any Post-Closing Covered Tax Returns; provided that, after the Closing Date, the Sellers’ Representative shall, at least three (3) calendar days before the date on which any such Post-Closing Covered Tax Return is required to be filed under applicable Law (taking into account any available extensions), pay to the Buyer the full amount of Taxes owing with respect to such Covered Tax Return (in the case of a taxable period ending on Taxes for which the Company is liable) not be unreasonably withheld or before the Closing Date) delayed or the Sellers’ allocable share of the Taxes owing with respect to such Covered Tax Return as determined pursuant to Section 11.2 (in the case of a Straddle Period)Taxes for which the Sellers are liable) be given or withheld by the Seller Representative in good faith.