Common use of TAX RETURNS AND COMPUTATIONS Clause in Contracts

TAX RETURNS AND COMPUTATIONS. 7.1 Without prejudice to paragraph 5, the Seller or its duly authorised agents shall be responsible for, and have the conduct of preparing, submitting to and agreeing with the relevant Tax Authorities all Tax returns and computations of each Group Member including (without limitation and subject to paragraph 10) claims, elections, surrenders, notices or consents in respect of any Surrender under paragraph 10, for all Tax accounting periods of such Group Members ending on or before Completion and in connection therewith: (a) all returns, computations, documents and substantive correspondence relating thereto shall be submitted in draft form by the Seller to the Purchaser or its duly authorised agents for comment; (b) the Purchaser or its duly authorised agent shall comment within 21 days of such submission but if the Seller has not received any comments within 21 days, the Purchaser and its duly authorised agents shall be deemed to have approved such draft documents; (c) the Seller shall take into account all reasonable comments and suggestions made by the Purchaser or its duly authorised agents; (d) the Seller and the Purchaser shall each respectively afford (or procure the affordance) to the other or their duly authorised agents of information and assistance which may reasonably be required to prepare, submit and agree all such outstanding Tax returns and computations; (e) the Seller and the Purchaser shall as soon as practicable deliver to each other copies of all correspondence sent to or received from any Tax Authority; (f) the Purchaser undertakes to procure that each Group Member shall at the request of the Seller sign and submit to the relevant Tax Authority all such notices of claim, surrender or consent to surrender (including provisional or protective notices of claim, surrender or consent to surrender in cases where any relevant Tax computations have not yet been agreed) and all such other documents and returns as the Seller shall reasonably request to give effect to the foregoing provisions provided that the Purchaser shall not be obliged to procure that a Group Member signs and submits any document which in its reasonable opinion it considers to be wrong, misleading or inaccurate in any material respects. 7.2 The provisions of paragraph 7.1 (other than paragraph 7.1(f)) shall apply in respect of the Tax accounting period of the Group Members in which Completion falls as if the word “Seller” reads “Purchaser” and the word “Purchaser” reads “Seller” PROVIDED THAT the Seller shall not have any right to comment on or to receive copies of correspondence in relation to any matter which relates solely to an Event or Events occurring (or treated as occurring) after Completion.

TAX RETURNS AND COMPUTATIONS. 7.1 Without prejudice to paragraph 5, the Seller The Covenantor or its their duly authorised agents shall be responsible for, and have the conduct of preparing, submitting to and agreeing with the relevant Tax Authorities authorities all corporation tax, VAT, PAYE or other Tax returns and computations of each Group Member the Company, including (without limitation and subject to paragraph 10limitation) claims, elections, surrenders, notices or consents in respect claims and/or surrenders by way of any Surrender under paragraph 10, Group Relief where the due date for all Tax accounting periods of filing such Group Members ending on or returns falls before Completion and in connection therewith: (a) all returns, computations, documents and substantive correspondence relating thereto shall be submitted in draft form by the Seller Covenantor to the Purchaser or its duly authorised agents for comment; (b) the Purchaser or its duly authorised agent shall comment within 21 days of such submission but if the Seller Covenantor has not received any comments within 21 days, the Purchaser and its duly authorised agents shall be deemed to have approved such draft documents; (c) the Seller Covenantor shall take into account all reasonable comments and suggestions made by the Purchaser or its duly authorised agents; (d) the Seller Covenantor and the Purchaser shall co-operate in good faith and shall each respectively afford (or procure the affordance) to the other or their duly authorised agents of information and assistance which may reasonably be required to prepare, submit and agree all such outstanding Tax returns and computations; (e) the Seller Covenantor and the Purchaser shall as soon as practicable deliver to each other copies of all correspondence sent to or received from any Tax Authorityauthority; (f) the Purchaser undertakes to procure that each Group Member the Company shall at the request of the Seller Covenantor, sign and submit to the relevant Tax Authority authority all such notices of claim, surrender or consent to surrender (including provisional or protective notices of claim, surrender or consent to surrender in cases where any relevant Tax computations have not yet been agreed) and all such other documents and returns as the Seller Covenantor shall reasonably request to give effect to the foregoing provisions provided that that: (i) the Covenantor has complied with its obligations specified in this clause 8; and (ii) the Purchaser shall not be obliged to procure that a Group Member signs the Company sign and submits submit any document which in its reasonable opinion it considers not to be wrong, misleading or inaccurate true and accurate in any material respectsrespects or which would give rise either to any liability to Taxation or the loss of any Relief whether by surrender or otherwise. 7.2 The provisions of paragraph clause 7.1 (other than paragraph clause 7.1(f)) shall apply in respect of the all Tax accounting period returns and computations of the Group Members in Company the due date for filing of which falls on or after Completion falls as if the word “Seller” "Covenantor" reads “"Purchaser” " and the word “"Purchaser” " reads “Seller” PROVIDED THAT "Covenantor". 7.3 The Covenantor and the Seller shall not have Purchaser agree to co-operate promptly after Completion so that any right outstanding issue in relation to comment on or US sales tax is resolved, so as to receive copies of correspondence reduce the Company's liability to any such Tax Liability in relation to any matter which relates solely to an Event occurring on or Events occurring (or treated as occurring) after before Completion.

TAX RETURNS AND COMPUTATIONS. 7.1 Without prejudice 8.1 The Warrantors or their duly authorised agents shall, at the Warrantors’ expense be responsible for and have the conduct of, preparing, submitting to paragraph 5and agreeing with the relevant Tax Authorities all Tax returns and computations of the Company, including claims, elections, surrenders, notices or consents in respect of any Surrender, for all Tax accounting periods of the Seller Company ending on or before Completion. 8.2 The Buyer or its duly authorised agents shall agent will at the Buyer’s expense, be responsible for, for and have the conduct of preparing, submitting to and agreeing with the relevant Tax Authorities all Tax returns and computations of each Group Member the Company, including (without limitation and subject to paragraph 10) claims, elections, surrenders, notices or consents in respect of any Surrender under paragraph 10Surrender, for all the Tax accounting periods of such Group Members ending on or before the Company in which Completion and in connection therewithfalls. 8.3 For the purposes of paragraph 8.2: (a) 8.3.1 all returns, computations, documents and substantive correspondence relating thereto shall must be submitted in draft form by the Seller Buyer to the Purchaser Warrantors or its their duly authorised agents for comment; (b) 8.3.2 the Purchaser Warrantors or its duly authorised agent shall agents must comment within 21 days twenty (20) Business Days of such submission but if the Seller Buyer has not received any comments within 21 daystwenty (20) Business Days, the Purchaser Warrantors and its duly authorised agents shall will be deemed to have approved such draft documents; (c) 8.3.3 the Seller shall Buyer must take into account all reasonable comments and suggestions made by the Purchaser Warrantors or its duly authorised agents; (d) 8.3.4 the Seller Buyer and the Purchaser shall Warrantors must each respectively afford (or procure the affordance) to the other or their duly authorised agents of all information and assistance which may reasonably be required to prepare, submit and agree all such outstanding Tax returns and computations;; and (e) 8.3.5 the Seller Buyer and the Purchaser shall Warrantors must as soon as reasonably practicable deliver to each other copies of all correspondence sent to or received from any Tax Authority; (f) the Purchaser undertakes to procure that each Group Member shall at the request of the Seller sign and submit to the relevant Tax Authority all such notices of claim, surrender or consent to surrender (including provisional or protective notices of claim, surrender or consent to surrender in cases where any relevant Tax computations have not yet been agreed) and all such other documents and returns as the Seller shall reasonably request to give effect to the foregoing provisions provided that the Purchaser shall not be obliged to procure that a Group Member signs and submits any document which in its reasonable opinion it considers to be wrong, misleading or inaccurate in any material respects. 7.2 The provisions of 8.4 Notwithstanding paragraph 7.1 (other than paragraph 7.1(f)) shall apply in respect of 8.3, the Tax accounting period of the Group Members in which Completion falls as if the word “Seller” reads “Purchaser” and the word “Purchaser” reads “Seller” PROVIDED THAT the Seller shall Warrantors will not have any right to comment on or to receive copies of correspondence in relation to any matter which relates solely to an Event or Events occurring (or treated as occurring) after Completion. 8.5 Nothing done by the Buyer or by the Company pursuant to this paragraph 8 shall restrict or reduce any rights the Buyer may have to make a claim against the Warrantors under this Schedule 5 in respect of any such Tax Liability as is mentioned in paragraph 2.

TAX RETURNS AND COMPUTATIONS. 7.1 Without prejudice to paragraph 5, the Seller 5.1 The Sellers or its their duly authorised agents shall will be responsible for, and have the conduct of preparing, submitting to and agreeing with the relevant Tax Authorities all Tax returns and computations of each Target Group Member including (without limitation and subject to paragraph 10) claims, elections, surrenders, notices or consents in respect of any Surrender under paragraph 10, Company for all Tax accounting periods of such each Target Group Members Company ending on or before Completion and in connection therewithCompletion. 5.2 For the purposes of paragraph 6.1: (a) all returns, computations, documents and substantive correspondence relating thereto shall must be submitted in draft form by the Seller Sellers’ Representative to the Purchaser Buyer or its duly authorised agents for comment; (b) the Purchaser Buyer or its duly authorised agent shall must comment within 21 days 20 Business Days of such submission but if the Seller Sellers’ Representative has not received any comments within 21 days20 Business Days, the Purchaser Buyer and its duly authorised agents shall will be deemed to have approved such draft documents; (c) the Seller shall Sellers must take into account all reasonable comments and suggestions made by the Purchaser Buyer or its duly authorised agentsagents to the Sellers’ Representative; (d) the Seller Sellers and the Purchaser shall Buyer must each respectively afford (or procure the affordance) to the other or their duly authorised agents of information and assistance which may reasonably be required to prepare, submit and agree all such outstanding Tax returns and computations; (e) the Seller and the Purchaser shall Sellers must as soon as practicable deliver to each other the Buyer and the Buyer must as soon as practicable deliver to the Sellers’ Representative copies of all correspondence sent to or received from any Tax Authority;; and (f) the Purchaser Buyer undertakes to procure that each any relevant Target Group Member shall Company will at the request of the Seller Sellers’ Representative sign and submit to the relevant Tax Authority all such notices of claim, surrender or consent to surrender (including provisional or protective notices of claim, surrender or consent to surrender in cases where any relevant Tax computations have not yet been agreed) and all such other documents and returns as that the Seller shall Sellers may reasonably request to give effect to the foregoing provisions of paragraph 6 provided that the Purchaser shall Buyer will not be obliged to procure that a any Target Group Member Company signs and submits any a document which in its reasonable opinion it considers to be wrong, misleading or inaccurate in any material respects. 7.2 The provisions of paragraph 7.1 (other than paragraph 7.1(f)) shall apply in respect of the Tax accounting period of the Group Members in which Completion falls as if the word “Seller” reads “Purchaser” and the word “Purchaser” reads “Seller” PROVIDED THAT the Seller shall not have any right to comment on or to receive copies of correspondence in relation to any matter which relates solely to an Event or Events occurring (or treated as occurring) after Completion.

TAX RETURNS AND COMPUTATIONS. 7.1 Without prejudice to paragraph 5, the Seller 6.1 The Purchaser or its duly authorised agents shall shall, at the cost of the relevant Group Company (subject to paragraph 9.1), be responsible for, for and have the conduct of preparing, submitting to and agreeing with the relevant Tax Authorities all Tax returns and computations Returns of each Group Member including (without limitation and subject to paragraph 10) claims, elections, surrenders, notices or consents in respect of any Surrender under paragraph 10, Company for all Tax accounting periods of such Group Members ending on or before Completion and in connection therewithperiods: (a) all returnsending on or before the Completion Date, computationsand (b) commencing on or before the Completion Date and ending after the Completion Date, documents to the extent, in each case, that the same shall not have been prepared and substantive correspondence relating thereto submitted to the relevant Tax Authority before Completion. 6.2 Any such Tax Return as is referred to in paragraph 6.1 shall be submitted in draft form by the Seller Purchaser to the Purchaser Vendors’ Representative or its duly authorised agents for comment; at a reasonable time, and in any event 20 Business Days before the last date on which the Tax Return may be filed with the relevant Tax Authority without incurring interest and penalties (b) or, if a shorter time limit applies in relation to the filing of the relevant Tax Return, within such time as will reasonably enable the Vendors’ Representative to review and comment on the Tax Return within the applicable time period). If it wishes to do so, the Vendors’ Representative must provide any comments on such Tax Returns in writing within 20 Business Days (or, if a shorter time limit applies in relation to the filing of the relevant Tax Return, within such time as will reasonably enable the Purchaser (or its duly authorised agent shall comment agents) to consider such comments, make any amendments that may be required in respect of the same and file the Tax Return within 21 days the applicable time period) of its receipt of any such submission but if Tax Returns (the Seller has not received any comments within 21 days, “Vendor’s Response Period”) from the Purchaser otherwise the Vendors’ Representative and its duly authorised agents shall will be deemed to have approved such draft documents; (c) . The Purchaser shall properly reflect in the Seller shall take into account relevant Tax Return all reasonable comments of the Vendors’ Representative that are received within the Vendor’s Response Period which relate to a matter for which a Warrantor may be liable under this Schedule or under the Tax Warranties and suggestions made by for which it is reasonably likely that an amount in respect of such liability will be deducted from any Milestone Consideration. Nothing herein shall oblige the Purchaser or its duly authorised agents;a Group Company to submit any computation or other document unless the Purchaser is satisfied that the same is accurate and complete in all respects. (d) the Seller 6.3 Each Vendor and the Purchaser shall each must (i) respectively afford (or procure the affordance) to the each other or and their duly authorised agents of information and assistance which may reasonably be required required, and (ii) co-operate in good faith, in each case, to prepare, submit and agree all such outstanding Tax returns Returns referred to in this paragraph 6 and computationsto conduct matters in accordance with the Vendors’ or the Purchaser’s (as applicable) rights under this paragraph 6. 6.4 For the avoidance of doubt: (a) where any matter relating to Tax gives rise to a Demand to which the provisions of paragraph 4 apply, the provisions of paragraph 4 shall in the event of a conflict take precedence over the provisions of this paragraph 6; and (b) the provisions of this paragraph 6 shall not prejudice the rights of the Purchaser to make a claim under this Schedule or under the Tax Warranties. 6.5 For the avoidance of doubt the provisions of paragraph 6.2 shall only apply to any Tax Return or other matters relating to Tax to the extent they are reasonably expected to be relevant to a liability of a Warrantors under this Schedule or under the Tax Warranties and for which it is reasonably likely that an amount in respect of such liability will be deducted from any Milestone Consideration. 6.6 Notwithstanding any rights of the Vendors under this paragraph 6: (a) the Vendors’ Representative shall not be permitted to request that the Purchaser or a Group Company make any claim, election, surrender, disclaimer, notice or consent, or withdraw any such item, unless the making, giving or withdrawal of it is permitted by law and is either taken into account in preparing the Net Working Capital Statement or could not have any adverse effect on the liability to Tax of a Group Company, the Purchaser or a member of the Purchaser’s Tax Group; (eb) a request by the Vendors’ Representative that the Purchaser utilise a Purchaser’s Relief to any extent shall not be considered a reasonable comment (unless the Purchaser provides its written consent to such utilisation); and (c) the Seller and Vendors’ Representative shall not without the consent of the Purchaser shall as soon as practicable deliver to each other copies of all correspondence sent to or received from amend any Tax Authority; (f) the Purchaser undertakes to procure that each Return of a Group Member shall at the request of the Seller sign and submit Company when such Tax Return was submitted to the relevant Tax Authority all such notices of claim, surrender or consent to surrender (including provisional or protective notices of claim, surrender or consent to surrender in cases where any relevant Tax computations have not yet been agreed) and all such other documents and returns as the Seller shall reasonably request to give effect to the foregoing provisions provided that the Purchaser shall not be obliged to procure that a Group Member signs and submits any document which in its reasonable opinion it considers to be wrong, misleading or inaccurate in any material respects. 7.2 The provisions of paragraph 7.1 (other than paragraph 7.1(f)) shall apply in respect of the Tax accounting period of the Group Members in which Completion falls as if the word “Seller” reads “Purchaser” and the word “Purchaser” reads “Seller” PROVIDED THAT the Seller shall not have any right to comment on or to receive copies of correspondence in relation to any matter which relates solely to an Event or Events occurring (or treated as occurring) after before Completion.

TAX RETURNS AND COMPUTATIONS. 7.1 Without prejudice to paragraph 5, the Seller Ardutch or its duly authorised agents shall (at the cost of the Ardutch Europe Group Companies) be responsible for, and have the conduct of preparing, submitting to and agreeing with the relevant Tax Authorities all Tax returns and computations Returns of each Ardutch Europe Group Member including (without limitation and subject to paragraph 10) claims, elections, surrenders, notices or consents in respect of any Surrender under paragraph 10Company, for all Tax accounting periods of such each Ardutch Europe Group Members Company ending on or before the Completion Date (“Pre-Completion Tax Returns”) to the extent the same have not been prepared and in connection therewithsubmitted to the relevant Tax Authority prior to Completion. 7.2 For the purposes of paragraph 7.1: (a) all returnsTax Returns, computations, documents and substantive correspondence relating thereto shall must be prepared in a manner consistent with past practices (except to the extent necessary to comply with applicable Law) and submitted in draft form by the Seller Xxxxxxx to the Purchaser Buyer or its duly authorised agents for comment; (b) if it wishes to do so, the Purchaser Buyer or its duly authorised agent shall must comment within 21 days twenty (20) Business Days of such its receipt of the Tax Returns (or, if a shorter time limit applies in relation to the submission but of the relevant Tax Returns, within enough time to allow Ardutch to consider and incorporate any comments from the Buyer or its duly authorised agents) (the “Buyer Response Period”) and if the Seller Ardutch has not received any comments within 21 daysthe Buyer Response Period, the Purchaser Buyer and its duly authorised agents shall will be deemed to have approved such draft documents; (c) the Seller shall Xxxxxxx must take into account all reasonable comments and suggestions made by the Purchaser Buyer or its duly authorised agents;agents and received within the Buyer Response Period; and (d) the Seller Xxxxxxx and the Purchaser shall each respectively afford (or procure the affordance) to the other or their duly authorised agents of information and assistance which may reasonably be required to prepare, submit and agree all such outstanding Tax returns and computations; (e) the Seller and the Purchaser shall Buyer must as soon as practicable deliver to each other copies of all correspondence sent to or received from any Tax Authority;Authority relating to the Ardutch Europe Group Companies’ Pre-Completion Tax Returns. (f) the Purchaser undertakes to 7.3 The Buyer shall procure that each the Ardutch Europe Group Member Companies shall at cause the request Pre-Completion Tax Returns mentioned in paragraph 7.1 to be signed and submitted to the appropriate Tax Authority on a timely basis and without further amendment, provided that the Buyer shall not be required to submit or procure the Ardutch Europe Group Companies to submit any Pre-Completion Tax Return in a form that the Buyer or the relevant Ardutch Europe Group Company reasonably considers to be false, inaccurate or misleading. 7.4 The Buyer agrees that Xxxxxxx shall have the sole conduct of the Seller sign and submit to any correspondence or negotiations with the relevant Tax Authority Authorities relating solely to the Pre-Completion Tax Returns referred to in paragraph 7.1 and the Buyer shall give and shall procure that the Ardutch Europe Group Companies give to Ardutch and its duly authorised agent all such notices of claim, surrender assistance as may reasonably be necessary for Ardutch or consent its duly authorised agent to surrender (including provisional or protective notices of claim, surrender or consent to surrender in cases where any relevant Tax computations have not yet been agreed) and all such other documents and returns as the Seller shall reasonably request to give effect to the foregoing provisions provided that the Purchaser shall not be obliged to procure that a Group Member signs and submits any document which in its reasonable opinion it considers to be wrong, misleading or inaccurate in any material respectsaforementioned conduct. 7.2 7.5 The provisions of paragraph paragraphs 7.1 (other than paragraph 7.1(f)) shall and 7.2 will apply in respect of the any Tax accounting period of the Group Members in which Completion falls Return for a Straddle Period (a “Straddle Return”) as if the word words “SellerArdutch” reads “PurchaserBuyer” and the word “PurchaserBuyer” reads “Seller” PROVIDED THAT Ardutch”, save that the Seller Buyer must incorporate all reasonable comments made by Ardutch or its duly authorised agents on any Straddle Return where such comments relate to a matter in respect of which Ardutch may be held liable under this Schedule or under the Tax Warranties. 7.6 The Buyer shall procure that Ardutch and its duly authorised agents are afforded such reasonable access to books, accounts, personnel, correspondence, documentation and other information whatsoever (reasonably required by Xxxxxxx) in respect of or relevant for the purpose of (i) enabling Ardutch to discharge its obligations and exercise its rights under this paragraph 7 or (ii) determining the Tax liability of a Ardutch Europe Group Company. The Buyer undertakes that it will, and that it will procure that each Ardutch Europe Group Company will, cooperate in good faith with Ardutch in respect of matters, determinations or obligations referred to in this paragraph 7.6. 7.7 Without prejudice to the specificity or generality of any other provision of this Schedule, except as required by applicable Laws or with the prior written consent of Ardutch, the Buyer shall not have and shall procure that no member of the Group (including any right to comment Ardutch Europe Group Company) shall make or change any Tax election, amend any Tax Return or take any Tax position on or to receive copies of correspondence in relation any Tax Return which relates to any period or part of any period falling prior to Completion that (by reason of being inconsistent with any Tax position taken in respect of any period or part period falling prior to Completion or otherwise) could be reasonably expected to result in any increased Tax liability of, or in the reduction of any Relief otherwise available to, a member of the Ardutch Tax Group for a period or part of any period falling prior to Completion or any increased payment obligation of Ardutch under this Agreement. 7.8 For the avoidance of doubt, where any matter relating to Tax gives rise to a Demand which relates solely could give rise to an Event or Events occurring (or treated as occurring) after Completiona liability for Ardutch under this Schedule, the provisions of paragraph 5 shall take precedence over the provisions of this paragraph 7.

TAX RETURNS AND COMPUTATIONS. 7.1 Without prejudice to paragraph 5, the Seller Whirlpool or its duly authorised agents shall (at the cost of the Whirlpool Europe Group Companies) be responsible for, and have the conduct of preparing, submitting to and agreeing with the relevant Tax Authorities all Tax returns and computations Returns of each Whirlpool Europe Group Member including (without limitation and subject to paragraph 10) claims, elections, surrenders, notices or consents in respect of any Surrender under paragraph 10Company, for all Tax accounting periods of such each Whirlpool Europe Group Members Company ending on or before the Completion Date (“Pre-Completion Tax Returns”) to the extent the same have not been prepared and in connection therewithsubmitted to the relevant Tax Authority prior to Completion. 7.2 For the purposes of paragraph 7.1: (a) all returnsTax Returns, computations, documents and substantive correspondence relating thereto shall must be prepared in a manner consistent with past practices (except to the extent necessary to comply with applicable Law) and submitted in draft form by the Seller Whirlpool to the Purchaser Buyer or its duly authorised agents for comment; (b) if it wishes to do so, the Purchaser Buyer or its duly authorised agent shall must comment within 21 days twenty (20) Business Days of such its receipt of the Tax Returns (or, if a shorter time limit applies in relation to the submission but of the relevant Tax Returns, within enough time to allow Whirlpool to consider and incorporate any comments from the Buyer or its duly authorised agents) (the “Buyer Response Period”) and if the Seller Whirlpool has not received any comments within 21 daysthe Buyer Response Period, the Purchaser Buyer and its duly authorised agents shall will be deemed to have approved such draft documents; (c) the Seller shall Whirlpool must take into account all reasonable comments and suggestions made by the Purchaser Buyer or its duly authorised agents;agents and received within the Buyer Response Period; and (d) the Seller Whirlpool and the Purchaser shall each respectively afford (or procure the affordance) to the other or their duly authorised agents of information and assistance which may reasonably be required to prepare, submit and agree all such outstanding Tax returns and computations; (e) the Seller and the Purchaser shall Buyer must as soon as practicable deliver to each other copies of all correspondence sent to or received from any Tax Authority;Authority relating to the Whirlpool Europe Group Companies’ Pre-Completion Tax Returns. (f) the Purchaser undertakes to 7.3 The Buyer shall procure that each the Whirlpool Europe Group Member Companies shall at cause the request Pre-Completion Tax Returns mentioned in paragraph 7.1 to be signed and submitted to the appropriate Tax Authority on a timely basis and without further amendment, provided that the Buyer shall not be required to submit or procure the Whirlpool Europe Group Companies to submit any Pre-Completion Tax Return in a form that the Buyer or the relevant Whirlpool Europe Group Company reasonably considers to be false, inaccurate or misleading. 7.4 The Buyer agrees that Whirlpool shall have the sole conduct of the Seller sign and submit to any correspondence or negotiations with the relevant Tax Authority Authorities relating solely to the Pre-Completion Tax Returns referred to in paragraph 7.1 and the Buyer shall give and shall procure that the Whirlpool Europe Group Companies give to Whirlpool and its duly authorised agent all such notices of claim, surrender assistance as may reasonably be necessary for Whirlpool or consent its duly authorised agent to surrender (including provisional or protective notices of claim, surrender or consent to surrender in cases where any relevant Tax computations have not yet been agreed) and all such other documents and returns as the Seller shall reasonably request to give effect to the foregoing provisions provided that the Purchaser shall not be obliged to procure that a Group Member signs and submits any document which in its reasonable opinion it considers to be wrong, misleading or inaccurate in any material respectsaforementioned conduct. 7.2 7.5 The provisions of paragraph paragraphs 7.1 (other than paragraph 7.1(f)) shall and 7.2 will apply in respect of the any Tax accounting period of the Group Members in which Completion falls Return for a Straddle Period (a “Straddle Return”) as if the word words “SellerWhirlpool” reads “PurchaserBuyer” and the word “PurchaserBuyer” reads “Seller” PROVIDED THAT Whirlpool”, save that the Seller Buyer must incorporate all reasonable comments made by Whirlpool or its duly authorised agents on any Straddle Return where such comments relate to a matter in respect of which Whirlpool may be held liable under this Schedule or under the Tax Warranties. 7.6 The Buyer shall procure that Whirlpool and its duly authorised agents are afforded such reasonable access to books, accounts, personnel, correspondence, documentation and other information whatsoever (reasonably required by Whirlpool) in respect of or relevant for the purpose of (i) enabling Whirlpool to discharge its obligations and exercise its rights under this paragraph 7 or (ii) determining the Tax liability of a Whirlpool Europe Group Company. The Buyer undertakes that it will, and that it will procure that each Whirlpool Europe Group Company will, cooperate in good faith with Whirlpool in respect of matters, determinations or obligations referred to in this paragraph 7.6. 7.7 Without prejudice to the specificity or generality of any other provision of this Schedule, except as required by applicable Laws or with the prior written consent of Whirlpool, the Buyer shall not have and shall procure that no member of the Group (including any right to comment Whirlpool Europe Group Company) shall make or change any Tax election, amend any Tax Return or take any Tax position on or to receive copies of correspondence in relation any Tax Return which relates to any period or part of any period falling prior to Completion that (by reason of being inconsistent with any Tax position taken in respect of any period or part period falling prior to Completion or otherwise) could be reasonably expected to result in any increased Tax liability of, or in the reduction of any Relief otherwise available to, a member of the Whirlpool Tax Group for a period or part of any period falling prior to Completion or any increased payment obligation of Whirlpool under this Agreement. 7.8 For the avoidance of doubt, where any matter relating to Tax gives rise to a Demand which relates solely could give rise to an Event or Events occurring (or treated as occurring) after Completiona liability for Whirlpool under this Schedule, the provisions of paragraph 5 shall take precedence over the provisions of this paragraph 7.

TAX RETURNS AND COMPUTATIONS. 7.1 Without prejudice 6.1 Notwithstanding any other provision in this paragraph 6: (a) the Seller will, at its sole cost and expense, have the sole conduct and control of the preparation and (to the extent legally possible) lodgement, filing or submission (as applicable) of all consolidated income tax returns (including for the avoidance of doubt any amendment to any such consolidated income tax return) of the Seller Consolidated Group for all Tax periods (“Consolidated Return”); and (b) if a Consolidated Return in respect of an income year ending prior to Completion is not lodged prior to Completion or requires amendment after Completion, and the lodgement obligation in respect of such Consolidated Return or amended Consolidated Return falls on a Group Company from Completion, the Buyer will procure that the relevant Consolidated Return or amended Consolidated Return is signed and lodged with the relevant Tax Authority in the form provided by the Seller without amendment. 6.2 Subject to a direction being given by the Seller to the Buyer under paragraph 56.4, the Seller or its duly authorised agents shall will (at the Seller’s expense) be responsible for, and have the conduct of for preparing, submitting to and / or agreeing with the relevant Tax Authorities all Other Tax returns and computations of each Group Member including (without limitation and subject to paragraph 10) claims, elections, surrenders, notices or consents in respect of any Surrender under paragraph 10, Returns for all Tax accounting periods of such Group Members or other tax reporting periods ending on or before Completion and in connection therewith(whether such Other Tax Returns are submitted before or after Completion). 6.3 For the purposes of paragraph 6.2: (a) all returns, computations, documents and substantive correspondence relating thereto shall Other Tax Returns must be submitted in draft form by the Seller to the Purchaser Buyer or its duly authorised agents for commentcomment at a reasonable time, and in any event at least (i) in the case of an Other Tax Return relating to GST or payroll tax, or royalties in relation to coal or coal seam gas, five Business Days, and (ii) in all other cases, 20 Business Days, before the last date on which the Other Tax Return may be filed with the relevant Tax Authority without incurring interest and penalties; (b) if it wishes to do so, the Purchaser Buyer or its duly authorised agent shall must comment (i) where such Other Tax Return relates to GST or payroll tax, or royalties in relation to coal or coal seam gas, within 21 days three Business Days, and (ii) in all other cases, within 10 Business Days, of its receipt of any such submission but Other Tax Returns from the Seller (“Buyer Response Period”), and if the Seller has not received any comments within 21 daysthe Buyer Response Period, the Purchaser Buyer and its duly authorised agents shall will be deemed to have approved such draft documents; (c) the Seller shall must take into account all reasonable comments and suggestions made by the Purchaser Buyer or its duly authorised agentsagents that are received within the Buyer Response Period; (d) if the Seller and the Purchaser shall Buyer do not agree on any item set out in an Other Tax Return, the Seller and the Buyer must attempt to resolve the dispute as soon as practicable, and in the absence of reaching an agreement paragraph 6.10 will apply; (e) the Seller and the Buyer must each respectively afford (or procure the affordancethat there is afforded) to the other or their duly authorised agents of agents, information and assistance which may reasonably be required to prepare, submit and agree all such outstanding Other Tax returns and computations;Returns relating to the Group Companies; and (ef) the Seller and the Purchaser shall Buyer must as soon as practicable deliver to each other copies of all correspondence sent to or received from any Tax Authority;Authority relating to the Group Companies. (f) the Purchaser undertakes to procure that each Group Member shall at the request of 6.4 Notwithstanding paragraphs 6.2 and 6.3, the Seller sign and may in its discretion direct the Buyer in writing to prepare, submit to and / or agree with the relevant Tax Authority all such notices Authorities (at the Seller’s expense) any Other Tax Return for an accounting period or other tax reporting period of claima Group Company ending on or before Completion, surrender in which case paragraph 6.7(b) will apply. 6.5 The Buyer shall be responsible for preparing, submitting to and / or consent to surrender (including provisional or protective notices of claim, surrender or consent to surrender in cases where any agreeing with the relevant Tax computations have not yet been agreedAuthorities all Other Tax Returns for any Straddle Period, subject to paragraph 6.7. 6.6 The Buyer shall procure that the Group Companies shall cause the Other Tax Returns mentioned in paragraphs 6.2, 6.4 and 6.5 (as applicable) to be signed and all such other documents and returns as the Seller shall reasonably request to give effect submitted to the foregoing provisions provided that the Purchaser shall not be obliged to procure that appropriate Tax Authority on a Group Member signs timely basis and submits any document which only with such amendments as are incorporated in its reasonable opinion it considers to be wrong, misleading or inaccurate in any material respectsaccordance with paragraphs 6.3 and 6.7 (as applicable). 7.2 6.7 The provisions of paragraph 7.1 (other than paragraph 7.1(f)) shall 6.3 will apply in respect of the of: (a) any Other Tax accounting period of the Group Members in which Completion falls Return for a Straddle Period as if the word “Seller” reads “PurchaserBuyer” and the word “PurchaserBuyer” reads “Seller” PROVIDED THAT ”, but the Seller shall not will only have any a right to comment on any matter, or to receive copies of correspondence correspondence, to the extent they are reasonably expected to be relevant to a liability of the Seller under this Schedule or under the Tax Warranties; and (b) any Other Tax Return in respect of which the Seller has given a direction to the Buyer under paragraph 6.4 as if the word “Seller” reads “Buyer” and the word “Buyer” reads “Seller”, but the Buyer must incorporate all comments and suggestions made by the Seller or its duly authorised agents that are provided in accordance with paragraph 6.3(b). 6.8 If, due to a shorter time limit applying in relation to the filing of an Other Tax Return, the Seller and the Buyer are unable to comply with the timing requirements described in this paragraph 6, then: (i) the parties shall use their good faith efforts to give effect to this paragraph 6 so as to provide each of the parties with sufficient notice and opportunity for review and comment with respect to such Other Tax Return; and (ii), if reasonably requested by the Seller and permitted under applicable law, the Buyer shall cause the relevant Group Company to apply for an extension of the filing date of such Other Tax Return. 6.9 For the avoidance of doubt where any matter relating to Tax gives rise to a Demand to which relates solely the provisions of paragraph 4 apply, the provisions of paragraph 4 will in the event of a conflict take precedence over the provisions of this paragraph 6. 6.10 If the Buyer and the Seller have not resolved a dispute under this paragraph 6 in respect of an Other Tax Return within 10 Business Days after the dispute arises, either the Buyer or the Seller may refer the matter to an Event Independent Tax Expert in accordance with this paragraph 6.10 and the following provisions will apply: (a) the Independent Tax Expert must be agreed by the Buyer and the Seller, but if the Buyer and the Seller cannot agree within five Business Days after either the Buyer or Events occurring the Seller requests such an appointment, then, either the Buyer or the Seller may request that the Resolution Institute nominates the Independent Tax Expert in accordance with the Resolution Institute’s expert determination rules; (b) if the Buyer or treated as occurringthe Seller requests that the Resolution Institute nominates the Independent Tax Expert, the Buyer and the Seller must comply with all requirements of the Resolution Institute for the provision of that nomination, including, if applicable, providing the Resolution Institute with: (i) after Completion.a copy of relevant provisions of this Deed; (ii) a description of the disputed matters; and (iii) the approximate value of, and the technical areas involved in, the disputed matters; (c) if the Resolution Institute nominates a list of persons to be the Independent Tax Expert rather than one particular person, the first person named on that list, who accepts the appointment, will be the Independent Tax Expert;

TAX RETURNS AND COMPUTATIONS. 7.1 Without prejudice to paragraph 5, the Seller The Sellers (or its their duly authorised agents agents) shall be responsible for, and have the conduct of preparing, submitting to and agreeing with the all relevant Tax Authorities authorities the statutory accounts all Tax returns and computations of each Group Member CGIL and the Partnership (but for the avoidance of doubt excluding those of AJJ) including (without limitation and subject to paragraph 10limitation) claims, elections, surrenders, notices or consents in respect claims and/or surrenders by way of any Surrender under paragraph 10Group Relief, for all Tax accounting periods of such Group Members CGIL and the Partnership ending on or before Completion and in connection therewith: : (a) all returns, computations, documents and substantive correspondence relating thereto shall be submitted in draft form by the Seller Sellers to the Purchaser AJ or its duly authorised agents for comment; ; (b) the Purchaser AJ or its duly authorised agent shall comment within 21 28 days of such submission but if the Seller has Sellers have not received any comments within 21 28 days, the Purchaser AJ and its duly authorised agents shall be deemed to have approved such draft documents; ; (c) the Seller Sellers shall take into account all reasonable comments and suggestions made by the Purchaser AJ or its duly authorised agents; ; (d) the Seller Sellers and the Purchaser AJ shall each respectively afford (or procure the affordance) to the other or their duly authorised agents of information and assistance and in particular AJ shall afford to the Sellers the information necessary to complete the return, computations for all Tax accounting periods of CGIL ending on or before Completion which may reasonably be required to prepare, submit and agree all such outstanding Tax returns and computations; ; (e) the Seller Sellers and the Purchaser AJ shall as soon as practicable deliver to each other copies of all correspondence sent to or received from any Tax Authority; authority; (f) the Purchaser AJ undertakes to procure that each Group Member CGIL and the Partnership shall at the request of the Seller Sellers sign and submit to the relevant Tax Authority authority all such notices of claim, surrender or consent to surrender (including provisional or protective notices of claim, surrender or consent to surrender in cases where any relevant Tax computations have not yet been agreed) and all such other documents and returns as the Seller Sellers shall reasonably request to give effect to the foregoing provisions provided that the Purchaser AJ shall not be obliged to procure that a Group Member signs CGIL and submits the Partnership sign and submit any document which in its reasonable opinion it considers to be wrong, misleading or inaccurate in any material respects. 7.2 . 12. TAX DEED 12.1 The provisions of paragraph 7.1 (other than paragraph 7.1(f)) Sellers and AJ shall apply in respect of on Completion enter into the Tax accounting period of the Group Members in which Completion falls as if the word “Seller” reads “Purchaser” and the word “Purchaser” reads “Seller” PROVIDED THAT the Seller shall not have any right to comment on or to receive copies of correspondence in relation to any matter which relates solely to an Event or Events occurring (or treated as occurring) after CompletionDeed.