Common use of TAX RETURNS AND COMPUTATIONS Clause in Contracts

TAX RETURNS AND COMPUTATIONS. 6.1 The Purchaser or its duly authorised agents shall, at the cost of the relevant Group Company (subject to paragraph 9.1), be responsible for and have the conduct of preparing, submitting to and agreeing with the relevant Tax Authorities all Tax Returns of each Group Company for all accounting periods: (a) ending on or before the Completion Date, and (b) commencing on or before the Completion Date and ending after the Completion Date, to the extent, in each case, that the same shall not have been prepared and 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 Purchaser to the Vendors’ Representative or its duly authorised agents 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 (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 agents) to consider such comments, make any amendments that may be required in respect of the same and file the Tax Return within the applicable time period) of its receipt of any such Tax Returns (the “Vendor’s Response Period”) from the Purchaser otherwise the Vendors’ Representative and its duly authorised agents will be deemed to have approved such draft documents. The Purchaser shall properly reflect in the 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 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 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. 6.3 Each Vendor and the Purchaser must (i) respectively afford (or procure the affordance) to each other and their duly authorised agents information and assistance which may reasonably be required, and (ii) co-operate in good faith, in each case, to prepare, submit and agree all outstanding Tax Returns referred to in this paragraph 6 and to 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; (b) 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 Vendors’ Representative shall not without the consent of the Purchaser amend any Tax Return of a Group Company when such Tax Return was submitted to the relevant Tax Authority before Completion.

TAX RETURNS AND COMPUTATIONS. 6.1 The Purchaser 7.1 Whirlpool or its duly authorised agents shall, shall (at the cost of the relevant Whirlpool Europe Group Company (subject to paragraph 9.1), Companies) be responsible for for, and have the conduct of preparing, submitting to and agreeing with the relevant Tax Authorities all Tax Returns of each Whirlpool Europe Group Company Company, for all accounting periods: (a) periods of each Whirlpool Europe Group Company ending on or before the Completion Date, and Date (b“Pre-Completion Tax Returns”) commencing on or before the Completion Date and ending after the Completion Date, to the extent, in each case, that extent the same shall have not have been prepared and submitted to the relevant Tax Authority before prior to Completion. 6.2 Any such 7.2 For the purposes of paragraph 7.1: (a) all Tax Return as is referred Returns, computations, documents and substantive correspondence must be prepared in a manner consistent with past practices (except to in paragraph 6.1 shall be the extent necessary to comply with applicable Law) and submitted in draft form by the Purchaser Whirlpool to the Vendors’ Representative Buyer or its duly authorised agents at a reasonable timefor comment; (b) if it wishes to do so, and in any event 20 the Buyer or its duly authorised agent must comment within twenty (20) Business Days before the last date on which of its receipt of the Tax Return may be filed with the relevant Tax Authority without incurring interest and penalties Returns (or, if a shorter time limit applies in relation to the filing submission of the relevant Tax ReturnReturns, within such enough time as will reasonably enable the Vendors’ Representative to review allow Whirlpool to consider and comment on the Tax Return within the applicable time period). If it wishes to do so, the Vendors’ Representative must provide incorporate any comments on such Tax Returns in writing within 20 Business Days (or, if a shorter time limit applies in relation to from the filing of the relevant Tax Return, within such time as will reasonably enable the Purchaser (Buyer or its duly authorised agents) to consider such comments, make any amendments that may be required in respect of the same and file the Tax Return within the applicable time period) of its receipt of any such Tax Returns (the “Vendor’s Buyer Response Period”) from and if Whirlpool has not received any comments within the Purchaser otherwise Buyer Response Period, the Vendors’ Representative Buyer and its duly authorised agents will be deemed to have approved such draft documents. ; (c) Whirlpool must take into account all reasonable comments and suggestions made by the Buyer or its duly authorised agents and received within the Buyer Response Period; and (d) Whirlpool and the Buyer must as soon as practicable deliver to each other copies of all correspondence sent to or received from any Tax Authority relating to the Whirlpool Europe Group Companies’ Pre-Completion Tax Returns. 7.3 The Purchaser Buyer shall properly reflect procure that the Whirlpool Europe Group Companies shall cause the 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 any correspondence or negotiations with the relevant Tax 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 assistance as may reasonably be necessary for Whirlpool or its duly authorised agent to have the aforementioned conduct. 7.5 The provisions of paragraphs 7.1 and 7.2 will apply in respect of any Tax Return for a Straddle Period (a “Straddle Return”) as if the words “Whirlpool” reads “Buyer” and the word “Buyer” reads “Whirlpool”, save that the Buyer must incorporate all reasonable comments of the Vendors’ Representative that are received within the Vendor’s Response Period which made by Whirlpool or its duly authorised agents on any Straddle Return where such comments relate to a matter for in respect of which a Warrantor Whirlpool may be held liable under this Schedule or under the Tax Warranties Warranties. 7.6 The Buyer shall procure that Whirlpool and for which it is its duly authorised agents are afforded such reasonable access to books, accounts, personnel, correspondence, documentation and other information whatsoever (reasonably likely that an amount required by Whirlpool) in respect of such liability will be deducted from any Milestone Consideration. Nothing herein shall oblige or relevant for the Purchaser or 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. 6.3 Each Vendor and the Purchaser must purpose of (i) respectively afford (enabling Whirlpool to discharge its obligations and exercise its rights under this paragraph 7 or procure the affordance) to each other and their duly authorised agents information and assistance which may reasonably be required, and (ii) co-operate 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 faithfaith with Whirlpool in respect of matters, in each case, to prepare, submit and agree all outstanding Tax Returns determinations or obligations referred to in this paragraph 6 and 7.6. 7.7 Without prejudice to conduct matters in accordance the specificity or generality of any other provision of this Schedule, except as required by applicable Laws or with the Vendors’ prior written consent of Whirlpool, the Buyer shall not and shall procure that no member of the Group (including any Whirlpool Europe Group Company) shall make or change any Tax election, amend any Tax Return or take any Tax position on 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 Purchaser’s (as applicable) rights 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 paragraph 6Agreement. 6.4 7.8 For the avoidance of doubt: (a) , where any matter relating to Tax gives rise to a Demand which could give rise to which the provisions of paragraph 4 applya liability for Whirlpool under this Schedule, the provisions of paragraph 4 5 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 Warranties7. 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; (b) 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 Vendors’ Representative shall not without the consent of the Purchaser amend any Tax Return of a Group Company when such Tax Return was submitted to the relevant Tax Authority before Completion.

TAX RETURNS AND COMPUTATIONS. 6.1 The Purchaser 7.1 Ardutch or its duly authorised agents shall, shall (at the cost of the relevant Ardutch Europe Group Company (subject to paragraph 9.1), Companies) be responsible for for, and have the conduct of preparing, submitting to and agreeing with the relevant Tax Authorities all Tax Returns of each Ardutch Europe Group Company Company, for all accounting periods: (a) periods of each Ardutch Europe Group Company ending on or before the Completion Date, and Date (b“Pre-Completion Tax Returns”) commencing on or before the Completion Date and ending after the Completion Date, to the extent, in each case, that extent the same shall have not have been prepared and submitted to the relevant Tax Authority before prior to Completion. 6.2 Any such 7.2 For the purposes of paragraph 7.1: (a) all Tax Return as is referred Returns, computations, documents and substantive correspondence must be prepared in a manner consistent with past practices (except to in paragraph 6.1 shall be the extent necessary to comply with applicable Law) and submitted in draft form by the Purchaser ▇▇▇▇▇▇▇ to the Vendors’ Representative Buyer or its duly authorised agents at a reasonable timefor comment; (b) if it wishes to do so, and in any event 20 the Buyer or its duly authorised agent must comment within twenty (20) Business Days before the last date on which of its receipt of the Tax Return may be filed with the relevant Tax Authority without incurring interest and penalties Returns (or, if a shorter time limit applies in relation to the filing submission of the relevant Tax ReturnReturns, within such enough time as will reasonably enable the Vendors’ Representative to review allow Ardutch to consider and comment on the Tax Return within the applicable time period). If it wishes to do so, the Vendors’ Representative must provide incorporate any comments on such Tax Returns in writing within 20 Business Days (or, if a shorter time limit applies in relation to from the filing of the relevant Tax Return, within such time as will reasonably enable the Purchaser (Buyer or its duly authorised agents) to consider such comments, make any amendments that may be required in respect of the same and file the Tax Return within the applicable time period) of its receipt of any such Tax Returns (the “Vendor’s Buyer Response Period”) from and if Ardutch has not received any comments within the Purchaser otherwise Buyer Response Period, the Vendors’ Representative Buyer and its duly authorised agents will be deemed to have approved such draft documents. ; (c) ▇▇▇▇▇▇▇ must take into account all reasonable comments and suggestions made by the Buyer or its duly authorised agents and received within the Buyer Response Period; and (d) ▇▇▇▇▇▇▇ and the Buyer must as soon as practicable deliver to each other copies of all correspondence sent to or received from any Tax Authority relating to the Ardutch Europe Group Companies’ Pre-Completion Tax Returns. 7.3 The Purchaser Buyer shall properly reflect procure that the Ardutch Europe Group Companies shall cause the 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 ▇▇▇▇▇▇▇ shall have the sole conduct of any correspondence or negotiations with the relevant Tax 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 assistance as may reasonably be necessary for Ardutch or its duly authorised agent to have the aforementioned conduct. 7.5 The provisions of paragraphs 7.1 and 7.2 will apply in respect of any Tax Return for a Straddle Period (a “Straddle Return”) as if the words “Ardutch” reads “Buyer” and the word “Buyer” reads “Ardutch”, save that the Buyer must incorporate all reasonable comments of the Vendors’ Representative that are received within the Vendor’s Response Period which made by Ardutch or its duly authorised agents on any Straddle Return where such comments relate to a matter for in respect of which a Warrantor Ardutch may be held liable under this Schedule or under the Tax Warranties Warranties. 7.6 The Buyer shall procure that Ardutch and for which it is its duly authorised agents are afforded such reasonable access to books, accounts, personnel, correspondence, documentation and other information whatsoever (reasonably likely that an amount required by ▇▇▇▇▇▇▇) in respect of such liability will be deducted from any Milestone Consideration. Nothing herein shall oblige or relevant for the Purchaser or 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. 6.3 Each Vendor and the Purchaser must purpose of (i) respectively afford (enabling Ardutch to discharge its obligations and exercise its rights under this paragraph 7 or procure the affordance) to each other and their duly authorised agents information and assistance which may reasonably be required, and (ii) co-operate 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 faithfaith with Ardutch in respect of matters, in each case, to prepare, submit and agree all outstanding Tax Returns determinations or obligations referred to in this paragraph 6 and 7.6. 7.7 Without prejudice to conduct matters in accordance the specificity or generality of any other provision of this Schedule, except as required by applicable Laws or with the Vendors’ prior written consent of Ardutch, the Buyer shall not and shall procure that no member of the Group (including any Ardutch Europe Group Company) shall make or change any Tax election, amend any Tax Return or take any Tax position on 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 Purchaser’s (as applicable) rights 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 paragraph 6Agreement. 6.4 7.8 For the avoidance of doubt: (a) , where any matter relating to Tax gives rise to a Demand which could give rise to which the provisions of paragraph 4 applya liability for Ardutch under this Schedule, the provisions of paragraph 4 5 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 Warranties7. 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; (b) 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 Vendors’ Representative shall not without the consent of the Purchaser amend any Tax Return of a Group Company when such Tax Return was submitted to the relevant Tax Authority before Completion.

TAX RETURNS AND COMPUTATIONS. 6.1 8.1 The Purchaser Warrantors or its their duly authorised agents shall, at the cost Warrantors’ expense be responsible for and have the conduct of, preparing, submitting to and agreeing with the relevant Tax Authorities all Tax returns and computations of the relevant Group Company, including claims, elections, surrenders, notices or consents in respect of any Surrender, for all Tax accounting periods of the Company (subject to paragraph 9.1)ending on or before Completion. 8.2 The Buyer or its duly authorised agent will at the Buyer’s expense, be responsible for and have the conduct of preparing, submitting to and agreeing with the relevant Tax Authorities all Tax Returns returns and computations of each Group the Company, including claims, elections, surrenders, notices or consents in respect of any Surrender, for the Tax accounting periods of the Company for all accounting periodsin which Completion falls. 8.3 For the purposes of paragraph 8.2: (a) ending on or before the Completion Date8.3.1 all returns, and (b) commencing on or before the Completion Date computations, documents and ending after the Completion Date, to the extent, in each case, that the same shall not have been prepared and submitted to the relevant Tax Authority before Completion. 6.2 Any such Tax Return as is referred to in paragraph 6.1 shall substantive correspondence must be submitted in draft form by the Purchaser Buyer to the Vendors’ Representative Warrantors or their duly authorised agents for comment; 8.3.2 the Warrantors or its duly authorised agents at a reasonable time, and in any event 20 must comment within twenty (20) Business Days before of such submission but if the last date on which the Tax Return may be filed with the relevant Tax Authority without incurring interest and penalties Buyer has not received any comments within twenty (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 so20) Business Days, 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 agents) to consider such comments, make any amendments that may be required in respect of the same and file the Tax Return within the applicable time period) of its receipt of any such Tax Returns (the “Vendor’s Response Period”) from the Purchaser otherwise the Vendors’ Representative Warrantors and its duly authorised agents will be deemed to have approved such draft documents. The Purchaser shall properly reflect in ; 8.3.3 the relevant Tax Return Buyer must take into account all reasonable comments of and suggestions made by the Vendors’ Representative that are received within Warrantors or its duly authorised agents; 8.3.4 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 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 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. 6.3 Each Vendor Buyer and the Purchaser Warrantors must (i) each respectively afford (or procure the affordance) to each the other and or their duly authorised agents all information and assistance which may reasonably be required, and (ii) co-operate in good faith, in each case, required to prepare, submit and agree all such outstanding Tax Returns referred to in this paragraph 6 returns and to 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 6computations; and 8.3.5 the Buyer and the Warrantors must as soon as reasonably practicable deliver to each other copies of all correspondence sent to or received from any Tax Authority. 8.4 Notwithstanding paragraph 8.3, the Warrantors will not have any right to comment on or receive copies of correspondence in relation to any matter which relates solely to an Event or Events occurring (bor treated as occurring) after Completion. 8.5 Nothing done by the provisions of Buyer or by the Company pursuant to this paragraph 6 8 shall not prejudice restrict or reduce any rights the rights of the Purchaser Buyer may have to make a claim under this Schedule or under against 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 5 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 Tax Liability as is permitted by law and is either taken into account mentioned 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; (b) 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 Vendors’ Representative shall not without the consent of the Purchaser amend any Tax Return of a Group Company when such Tax Return was submitted to the relevant Tax Authority before Completionparagraph 2.

TAX RETURNS AND COMPUTATIONS. 6.1 5.1 The Purchaser Sellers or its their duly authorised agents shall, at the cost of the relevant Group Company (subject to paragraph 9.1), will be responsible for for, and have the conduct of preparing, submitting to and agreeing with the relevant Tax Authorities all Tax Returns returns and computations of each Target Group Company for all Tax accounting periodsperiods of each Target Group Company ending on or before Completion. 5.2 For the purposes of paragraph 6.1: (a) ending on or before the Completion Dateall returns, and (b) commencing on or before the Completion Date computations, documents and ending after the Completion Date, to the extent, in each case, that the same shall not have been prepared and submitted to the relevant Tax Authority before Completion. 6.2 Any such Tax Return as is referred to in paragraph 6.1 shall substantive correspondence must be submitted in draft form by the Purchaser Sellers’ Representative to the Vendors’ Representative Buyer or its duly authorised agents at a reasonable time, and in any event 20 Business Days before for comment; (b) the last date on which the Tax Return may be filed with the relevant Tax Authority without incurring interest and penalties (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 Buyer or its duly authorised agent must 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, of such submission but 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 agents) to consider such comments, make any amendments that may be required in respect of the same and file the Tax Return within the applicable time period) of its receipt of any such Tax Returns (the “Vendor’s Response Period”) from the Purchaser otherwise the VendorsSellers’ Representative has not received any comments within 20 Business Days, the Buyer and its duly authorised agents will be deemed to have approved such draft documents. The Purchaser shall properly reflect in ; (c) the relevant Tax Return Sellers must take into account all reasonable comments of and suggestions made by the VendorsBuyer or its duly authorised agents to the Sellers’ Representative that are received within Representative; (d) 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 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 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. 6.3 Each Vendor Sellers and the Purchaser Buyer must (i) each respectively afford (or procure the affordance) to each the other and or their duly authorised agents of information and assistance which may reasonably be required, and (ii) co-operate in good faith, in each case, required to prepare, submit and agree all outstanding Tax Returns referred to in this paragraph 6 returns and to 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:computations; (ae) where the Sellers must as soon as practicable deliver to 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 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 6Authority; and (bf) the provisions of this paragraph 6 shall not prejudice Buyer undertakes to procure that any relevant Target Group Company will at the rights request 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 VendorsSellers’ 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 sign 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; (b) 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 Vendors’ Representative shall not without the consent of the Purchaser amend any Tax Return of a Group Company when such Tax Return was submitted submit to the relevant Tax Authority before Completionall documents and returns that the Sellers may reasonably request to give effect to the provisions of paragraph 6 provided that the Buyer will not be obliged to procure that any Target Group Company signs and submits a document which in its reasonable opinion it considers to be wrong, misleading or inaccurate in any material respects.

TAX RETURNS AND COMPUTATIONS. 6.1 The Purchaser 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 6.4, the Seller or its duly authorised agents shall, will (at the cost of the relevant Group Company (subject to paragraph 9.1), Seller’s expense) be responsible for and have the conduct of preparing, submitting to and / or agreeing with the relevant Tax Authorities all Other Tax Returns for accounting periods or other tax reporting periods ending on or before Completion (whether such Other Tax Returns are submitted before or after Completion). 6.3 For the purposes of each Group Company for all accounting periodsparagraph 6.2: (a) ending on or before the Completion Date, and (b) commencing on or before the Completion Date and ending after the Completion Date, to the extent, in each case, that the same shall not have been prepared and submitted to the relevant all Other Tax Authority before Completion. 6.2 Any such Tax Return as is referred to in paragraph 6.1 shall Returns must be submitted in draft form by the Purchaser Seller to the Vendors’ Representative Buyer or its duly authorised agents for comment 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 Days, before the last date on which the Other Tax Return may be filed with the relevant Tax Authority without incurring interest and penalties penalties; (or, b) 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 (Buyer or its duly authorised agentsagent must comment (i) to consider where such comments, make any amendments that may be required in respect of the same and file the Other Tax Return relates to GST or payroll tax, or royalties in relation to coal or coal seam gas, within the applicable time periodthree Business Days, and (ii) in all other cases, within 10 Business Days, of its receipt of any such Other Tax Returns from the Seller (the “Vendor’s Buyer Response Period”) from ), and if the Purchaser otherwise Seller has not received any comments within the Vendors’ Representative Buyer Response Period, the Buyer and its duly authorised agents will be deemed to have approved such draft documents. The Purchaser shall properly reflect in ; (c) the relevant Tax Return Seller must take into account all reasonable comments of and suggestions made by the Vendors’ Representative Buyer or its duly authorised agents that are received within the Vendor’s Buyer Response Period which relate to a matter for which a Warrantor may be liable under this Schedule or under Period; (d) if 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. Nothing herein shall oblige the Purchaser or 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. 6.3 Each Vendor Seller and the Purchaser 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; (ie) respectively the Seller and the Buyer must each afford (or procure the affordancethat there is afforded) to each the other and or their duly authorised agents agents, information and assistance which may reasonably be required, and (ii) co-operate in good faith, in each case, required to prepare, submit and agree all outstanding Other Tax Returns referred relating to the Group Companies; and (f) the Seller and the Buyer must as soon as practicable deliver to each other copies of all correspondence sent to or received from any Tax Authority relating to the Group Companies. 6.4 Notwithstanding paragraphs 6.2 and 6.3, the Seller may in this paragraph 6 its discretion direct the Buyer in writing to prepare, submit to and to conduct matters in accordance / or agree with the Vendors’ relevant Tax Authorities (at the Seller’s expense) any Other Tax Return for an accounting period or other tax reporting period of a Group Company ending on or before Completion, in which case paragraph 6.7(b) will apply. 6.5 The Buyer shall be responsible for preparing, submitting to and / or agreeing with the Purchaser’s relevant Tax Authorities 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) rights under this paragraph 6to be signed and submitted to the appropriate Tax Authority on a timely basis and only with such amendments as are incorporated in accordance with paragraphs 6.3 and 6.7 (as applicable). 6.4 For the avoidance 6.7 The provisions of doubtparagraph 6.3 will apply in respect of: (a) any Other Tax Return for a Straddle Period as if the word “Seller” reads “Buyer” and the word “Buyer” reads “Seller”, but the Seller will only have a right to comment on any matter, or receive copies of 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 the provisions of paragraph 4 apply, the provisions of paragraph 4 shall will in the event of a conflict take precedence over the provisions of this paragraph 6; and. (b) 6.10 If the provisions of Buyer and the Seller have not resolved a dispute under 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 an Other Tax Return within 10 Business Days after the Vendors under dispute arises, either the Buyer or the Seller may refer the matter to an Independent Tax Expert in accordance with this paragraph 66.10 and the following provisions will apply: (a) the Vendors’ Representative shall Independent Tax Expert must be agreed by the Buyer and the Seller, but if the Buyer and the Seller cannot be permitted to agree within five Business Days after either the Buyer or the Seller requests such an appointment, then, either the Buyer or the Seller may request that the Purchaser or a Group Company make any claim, election, surrender, disclaimer, notice or consent, or withdraw any such item, unless Resolution Institute nominates the making, giving or withdrawal of it is permitted by law and is either taken into account Independent Tax Expert in preparing accordance with 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 PurchaserResolution Institute’s Tax Groupexpert determination rules; (b) a request by if the Vendors’ Representative Buyer or the Seller requests that the Purchaser utilise 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) a Purchaser’s Relief to any extent shall not be considered copy of relevant provisions of this Deed; (ii) a reasonable comment (unless description of the Purchaser provides its written consent to such utilisation)disputed matters; and (iii) the approximate value of, and the technical areas involved in, the disputed matters; (c) if the Vendors’ Representative shall not without Resolution Institute nominates a list of persons to be the consent of Independent Tax Expert rather than one particular person, the Purchaser amend any first person named on that list, who accepts the appointment, will be the Independent Tax Return of a Group Company when such Tax Return was submitted to the relevant Tax Authority before Completion.Expert;