Common use of Tax Returns and Payment of Taxes Clause in Contracts

Tax Returns and Payment of Taxes. (i) To the extent permitted under applicable Tax Law, SunGard Capital shall include the Company Entities, or cause the Company Entities to be included, in (x) the consolidated U.S. federal income Tax Returns of SunGard Capital for all Pre-Closing Tax Periods, and (y) to the extent consistent with past practice, consolidated, affiliated, combined, or unitary Tax Returns for state and local income Taxes required to be filed by SunGard Capital or any of its Subsidiaries for all Pre-Closing Tax Periods (all such Tax Returns in (x) and (y), the “SunGard Consolidated Tax Returns”). (ii) SunGard Capital shall prepare and file, or cause to be prepared and filed (x) all SunGard Consolidated Tax Returns, and (y) all other income or franchise or similar Tax Returns required to be filed after the date hereof by or with respect to the Company Entities or the Business for any Pre-Closing Tax Period (all such Tax Returns in (x) and (y), the “Pre-Closing Tax Returns”), and the Seller shall pay, or cause to be paid in full, all Taxes with respect to such Pre-Closing Tax Returns to the applicable taxing authority. SunGard Capital shall prepare such Tax Returns in a manner consistent with past practice, except as required by applicable Law. All Pre-Closing Tax Returns shall be prepared in a manner consistent with the terms of the Asset Purchase Agreement and this Agreement (including the Merger Consideration and the Purchase Price (as defined in the Asset Purchase Agreement)), the IRS Ruling and the Company Stock Basis determined pursuant to Section 7.4(e)(i) (the “Transaction Filing Positions”). Seller shall provide each Pre-Closing Tax Return that relates to the Company Entities or the Business and, to the extent relevant to the Company, the relevant portion of each pro forma SunGard Consolidated Tax Return for the Company Entities to Parent for Parent’s review and comment no later than thirty (30) days prior to the due date for filing each such Pre-Closing Tax Return (including extensions validly obtained). Seller shall make such revisions to such Pre-Closing Tax Returns that relate to the Company Entities or the Business and the relevant portion of each SunGard Consolidated Tax Return as are reasonably requested by Parent no later than fifteen (15) days after receipt of the applicable Tax Return (or relevant portion of a Tax Return), to the extent such revisions are required to file consistently with the Transaction Filing Positions. Parent shall file, or shall cause the relevant Company Entity to file, any Tax Return prepared by Seller that Seller may not file and that Parent, or such Company Entity, is required to or authorized to file. Neither SunGard Capital nor any of its Affiliates shall file any amended Pre-Closing Tax Returns that takes a position inconsistent with the Transaction Filing Positions without the consent of Parent. (iii) Parent shall prepare or cause to be prepared and file or cause to be filed any income Tax Returns with respect to the Company Entities or the Business for any Straddle Period. Each such Tax Return shall be prepared consistent with past practice of the Company Entities, unless such practice is not consistent with applicable Law. Seller shall pay to Parent at least five days prior to the due date for such Tax Return (taking into account extensions validly obtained), an amount equal to the portion of the Taxes shown as due on such Tax Return that relates to the portion of such Straddle Period ending on (and including) the Closing Date after taking into account any payments of estimated Taxes previously paid for such portion. Parent shall (x) provide each such Tax Return to Seller no later than thirty (30) days prior to the due date for filing such Tax Return (including extensions validly obtained), (y) permit Seller to review and comment on each such Tax Return and (z) with respect to any items on any such Tax Return that may affect Seller’s liability pursuant to Section 7.4, make such revisions to such Tax Return as are reasonably requested by Seller, to the extent such revisions are consistent with past practice and in accordance with applicable Law; provided, however, in the event that Parent and Seller are unable to resolve any dispute regarding any such requested revisions within fifteen (15) days following delivery of such Tax Return to Seller, Parent and Seller shall resolve such dispute by jointly requesting that a mutually acceptable accounting firm resolve such dispute before the due date of such Tax Return (including extensions validly obtained). The scope of such accounting firm’s resolution shall be limited to the disputed item or items. If the due date for any disputed Tax Return (including extensions validly obtained) is prior to the resolution of such dispute pursuant to this Section 7.4(b)(iii), Parent shall be entitled to file such Tax Return prior to the resolution and shall amend the Tax Return as necessary to reflect the decision of the accounting firm pursuant to this Section 7.4(b)(iii). Each of Seller and Parent shall pay one half of the accounting firm’s fees and expenses related to such resolution. (iv) Subject to Section 7.4(b)(v), the amount of Taxes allocable to the portion of the Straddle Period ending on (and including) the Closing Date shall (x) in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), be deemed to be the amount of such Tax for the entire Taxable Period multiplied by a fraction the numerator of which is the number of days in the Taxable Period ending on and including the Closing Date and the denominator of which is the number of days in the entire Taxable Period, and (y) in the case of any Tax not described in clause (x) above (such as Taxes based upon or related to income or receipts) be deemed to be equal to the amount which would be payable if the relevant Taxable Period ended on and included the Closing Date. (v) For the avoidance of doubt, the Parties agree that any Taxes imposed in connection with the Restructuring or the sale of the SMS Business pursuant to the Asset Purchase Agreement shall be treated as occurring in a Pre-Closing Tax Period or the portion of a Straddle Period ending on and including the Closing Date and, subject to Section 7.4(d), Seller shall be responsible for the payment of such Taxes. Any gain or loss recognized in connection with the Restructuring or the sale of the SMS Business pursuant to the Asset Purchase Agreement shall be included in the consolidated U.S. federal income Tax Return of SunGard Capital and any consolidated, affiliated, combined, or unitary Tax Returns for state and local income Taxes required to be filed by SunGard Capital or any of its Subsidiaries. (vi) Except as required by law, neither Parent nor any Company Entity shall, without the prior written consent of Seller, amend, refile or otherwise modify, or cause or permit an Affiliate to amend, refile or otherwise modify, any Tax election of Tax Return or Tax item that would be reflected on a Tax Return with respect to any taxable period (or portion thereof) ending on or before the Closing Date. (vii) Seller, Parent and the Company Entities agree that if any Company Entity is permitted but not required under applicable U.S. federal, state, or local or foreign income Tax Laws to treat the Closing Date as the last day of a Taxable Period, then Seller, Parent and the Company Entities shall treat such day as the last day of a Taxable Period under such applicable Tax Law. (viii) The Parties shall cooperate with each other in the filing of any Tax Returns and the conduct of any audit or other proceeding. They each shall make available such documents as are reasonably necessary to carry out the intent of this Section 7.

Tax Returns and Payment of Taxes. (i) To the extent permitted under applicable Tax Law, SunGard Capital Seller shall include the Company Entities, remit when due or cause the Company Entities to be includedremitted when due any amount of Taxes due in connection with the Purchased Assets and the Transferred Business Intellectual Property Rights for any taxable period or any portion thereof ending on or before the Closing Date. Seller shall duly file or cause to be duly filed, in (x) the consolidated U.S. federal income any Tax Returns of SunGard Capital for all Pre-Closing Tax Periods, and (y) to the extent consistent with past practice, consolidated, affiliated, combined, or unitary Tax Returns for state and local income Taxes Return required to be filed by SunGard Capital or in respect of any of its Subsidiaries for all Pre-Closing Tax Periods (all such Tax Returns in (x) and (y), which it is required to pay pursuant to the “SunGard Consolidated Tax Returns”)immediately preceding sentence. (ii) SunGard Capital Purchaser shall remit when due or cause to be remitted when due any amount of Taxes due in connection with the Purchased Assets and the Transferred Business Intellectual Property Rights for any taxable period or any portion thereof beginning after the Closing Date (including any property Taxes assessed before the Closing Date which wholly relate to a period beginning after the Closing Date). Purchaser shall prepare and file, duly file or cause to be prepared and filed (x) all SunGard Consolidated duly filed, any Tax Returns, and (y) all other income or franchise or similar Tax Returns Return required to be filed after the date hereof by or with in respect to the Company Entities or the Business for any Pre-Closing Tax Period (all such Tax Returns in (x) and (y), the “Pre-Closing Tax Returns”), and the Seller shall pay, or cause to be paid in full, all Taxes with respect to such Pre-Closing Tax Returns to the applicable taxing authority. SunGard Capital shall prepare such Tax Returns in a manner consistent with past practice, except as required by applicable Law. All Pre-Closing Tax Returns shall be prepared in a manner consistent with the terms of the Asset Purchase Agreement and this Agreement (including the Merger Consideration and the Purchase Price (as defined in the Asset Purchase Agreement)), the IRS Ruling and the Company Stock Basis determined pursuant to Section 7.4(e)(i) (the “Transaction Filing Positions”). Seller shall provide each Pre-Closing Tax Return that relates to the Company Entities or the Business and, to the extent relevant to the Company, the relevant portion of each pro forma SunGard Consolidated Tax Return for the Company Entities to Parent for Parent’s review and comment no later than thirty (30) days prior to the due date for filing each such Pre-Closing Tax Return (including extensions validly obtained). Seller shall make such revisions to such Pre-Closing Tax Returns that relate to the Company Entities or the Business and the relevant portion of each SunGard Consolidated Tax Return as are reasonably requested by Parent no later than fifteen (15) days after receipt of the applicable Tax Return (or relevant portion of a Tax Return), to the extent such revisions are required to file consistently with the Transaction Filing Positions. Parent shall file, or shall cause the relevant Company Entity to file, any Tax Return prepared by Seller that Seller may not file and that Parent, or such Company Entity, which it is required to or authorized pay pursuant to file. Neither SunGard Capital nor any of its Affiliates shall file any amended Pre-Closing Tax Returns that takes a position inconsistent with the Transaction Filing Positions without the consent of Parentimmediately preceding sentence. (iii) Parent Purchaser shall prepare or cause to be prepared and file or cause to be filed any income Tax Returns with respect to the Company Entities or Purchased Assets and the Transferred Business Intellectual Property Rights for any taxable periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period. Each such Tax Return shall be prepared consistent with past practice of the Company Entities, unless such practice is not consistent with applicable Law”). Seller shall pay to Parent at least Purchaser no later than five days prior before the date on which Taxes are due with respect to the due date for such Tax Return (taking into account extensions validly obtained), a Straddle Period an amount equal to the portion of the such Taxes shown as due on such Tax Return that which relates to the portion of such Straddle Period ending on (and including) the Closing Date after taking into account Date. In the case of any payments of estimated property Taxes previously for a Straddle Period which have been paid for by Seller before the Closing Date, such portion. Parent Taxes shall (x) provide each such Tax Return be allocated as set forth below and Purchaser shall pay to Seller no later than thirty (30) days prior to the due date for filing such Tax Return (including extensions validly obtained), (y) permit Seller to review and comment on each such Tax Return and (z) with respect to any items on any such Tax Return that may affect Seller’s liability pursuant to Section 7.4, make such revisions to such Tax Return as are reasonably requested by Seller, to the extent such revisions are consistent with past practice and in accordance with applicable Law; provided, however, in the event that Parent and Seller are unable to resolve any dispute regarding any such requested revisions within fifteen (15) days following delivery portion of such Tax Return to Seller, Parent and Seller shall resolve such dispute by jointly requesting that a mutually acceptable accounting firm resolve such dispute before the due date of such Tax Return (including extensions validly obtained). The scope of such accounting firm’s resolution shall be limited to the disputed item or items. If the due date for any disputed Tax Return (including extensions validly obtained) is prior to the resolution of such dispute pursuant to this Section 7.4(b)(iii), Parent shall be entitled to file such Tax Return prior to the resolution and shall amend the Tax Return as necessary to reflect the decision of the accounting firm pursuant to this Section 7.4(b)(iii). Each of Seller and Parent shall pay one half of the accounting firm’s fees and expenses related to such resolution. (iv) Subject to Section 7.4(b)(v), the amount of Taxes allocable allocated to the portion of the tax period beginning after the Closing Date. For purposes of this Section 6.10(b)(iii), in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period Period, the portion of such Tax that relates to the portion of such taxable period ending on (and including) the Closing Date shall (x) in the case of any Taxes imposed on a periodic basis (such as real other than Taxes based upon or personal property Taxes)related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable Period taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable Period taxable period ending on and including the Closing Date and the denominator of which is the number of days in the entire Taxable Periodtaxable period, provided that appropriate adjustments shall be made for acquisitions and dispositions and other transactions not in the ordinary course of business, and (y) in the case of any Tax not described in clause (x) above (such as Taxes based upon or related to income or receipts) be receipts deemed to be equal to the amount which would be payable if the relevant Taxable Period taxable period ended on and included the Closing Date. (v) For the avoidance of doubt, the Parties agree that any Taxes imposed in connection with the Restructuring or the sale of the SMS Business pursuant . Any credits relating to the Asset Purchase Agreement shall be treated as occurring in a Pre-Closing Tax Period or the portion of a Straddle Period ending on and including the Closing Date and, subject to Section 7.4(d), Seller shall be responsible for taken into account as though the payment of such Taxes. Any gain or loss recognized in connection with the Restructuring or the sale of the SMS Business pursuant to the Asset Purchase Agreement shall be included in the consolidated U.S. federal income Tax Return of SunGard Capital and any consolidated, affiliated, combined, or unitary Tax Returns for state and local income Taxes required to be filed by SunGard Capital or any of its Subsidiaries. (vi) Except as required by law, neither Parent nor any Company Entity shall, without the prior written consent of Seller, amend, refile or otherwise modify, or cause or permit an Affiliate to amend, refile or otherwise modify, any Tax election of Tax Return or Tax item that would be reflected on a Tax Return with respect to any relevant taxable period (or portion thereof) ending ended on or before the Closing Date. (vii) Seller, Parent and the Company Entities agree that if any Company Entity is permitted but not required under applicable U.S. federal, state, or local or foreign income Tax Laws to treat the Closing Date as the last day of a Taxable Period, then Seller, Parent and the Company Entities shall treat such day as the last day of a Taxable Period under such applicable Tax Law. (viii) The Parties shall cooperate with each other in the filing of any Tax Returns and the conduct of any audit or other proceeding. They each shall make available such documents as are reasonably All determinations necessary to carry out give effect to the intent foregoing allocations shall be made in a manner consistent with the prior practice of this Section 7Seller (except as otherwise required by Law).

Tax Returns and Payment of Taxes. Without the prior written consent of the Parent (i) To which consent shall not be unreasonably withheld), no Seller shall, to the extent permitted under applicable it may affect, or relate to, the Company, make, change or rescind any Tax Law, SunGard Capital shall include election or amend any Tax Return or take any action or omit to take any action that would have the effect of increasing the Tax liability or reducing any Tax asset of the Company Entities, or cause the Company Entities to be included, in (x) the consolidated U.S. federal income Tax Returns respect of SunGard Capital for all Preany Post-Closing Tax Periods, and (y) to the extent consistent with past practice, consolidated, affiliated, combined, or unitary Tax Returns for state and local income Taxes required to be filed by SunGard Capital or any of its Subsidiaries for all Pre-Closing Tax Periods (all such Tax Returns in (x) and (y), the “SunGard Consolidated Tax Returns”)Period. (iia) SunGard Capital All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any stamp or transfer Tax in respect of the Company Shares and any other similar Tax) shall prepare be borne and filepaid by Fidelity when due. Fidelity shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and the Company shall reasonably cooperate with respect thereto as necessary). Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. (b) The Company shall prepare, or cause to be prepared and filed (x) prepared, all SunGard Consolidated Tax Returns, and (y) all other income or franchise or similar Tax Returns required to be filed by the Company after the date hereof by or Closing Date with respect to the Company Entities or the Business for any a Pre-Closing Tax Period (all Period. Any such Tax Returns in (x) and (y), the “Pre-Closing Tax Returns”), and the Seller shall pay, or cause to be paid in full, all Taxes with respect to such Pre-Closing Tax Returns to the applicable taxing authority. SunGard Capital shall prepare such Tax Returns in a manner consistent with past practice, except as required by applicable Law. All Pre-Closing Tax Returns Return shall be prepared in a manner consistent with the terms past practice (unless otherwise required by Law) and without a change of the Asset Purchase Agreement any election or any accounting method and this Agreement (including the Merger Consideration and the Purchase Price (as defined in the Asset Purchase Agreement)), the IRS Ruling and shall be submitted by the Company Stock Basis determined pursuant to Section 7.4(e)(i) Fidelity (the “Transaction Filing Positions”). Seller shall provide each Pre-Closing Tax Return that relates to the Company Entities or the Business together with schedules, statements and, to the extent relevant to the Companyrequested by Fidelity, the relevant portion of each pro forma SunGard Consolidated Tax Return for the Company Entities to Parent for Parent’s review and comment no later than thirty supporting documentation) at least forty-five (3045) days prior to the due date for filing each such Pre-Closing Tax Return (including extensions validly obtained)extensions) of such Tax Return. Seller shall make If Fidelity objects to any item on any such revisions to Tax Return, it shall, within ten days after delivery of such Pre-Closing Tax Returns that relate to Return, notify the Company Entities in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, the Business Company and Fidelity shall negotiate in good faith and use their reasonable best efforts to resolve such items. If the relevant portion of each SunGard Consolidated Tax Return as Company and Fidelity are reasonably requested by Parent no later than fifteen unable to reach such agreement within ten (1510) days after receipt of the applicable Tax Return (or relevant portion of a Tax Return), to the extent such revisions are required to file consistently with the Transaction Filing Positions. Parent shall file, or shall cause the relevant Company Entity to file, any Tax Return prepared by Seller that Seller may not file and that Parent, or such Company Entity, is required to or authorized to file. Neither SunGard Capital nor any of its Affiliates shall file any amended Pre-Closing Tax Returns that takes a position inconsistent with the Transaction Filing Positions without the consent of Parent. (iii) Parent shall prepare or cause to be prepared and file or cause to be filed any income Tax Returns with respect to the Company Entities or of such notice, the Business for any Straddle Period. Each such Tax Return disputed items shall be prepared consistent with past practice resolved by the Accounting Firm and any determination by the Accounting Firm shall be final. The Accounting Firm shall resolve any disputed items within twenty (20) days of having the Company Entities, unless item referred to it pursuant to such practice procedures as it may require. If the Accounting Firm is not consistent with applicable Law. Seller shall pay unable to Parent at least five days prior to resolve any disputed items before the due date for such Tax Return (taking into account extensions validly obtained)Return, an amount equal to the portion of the Taxes shown as due on such Tax Return that relates to the portion of such Straddle Period ending on (and including) the Closing Date after taking into account any payments of estimated Taxes previously paid for such portion. Parent shall (x) provide each such Tax Return to Seller no later than thirty (30) days prior to the due date for filing such Tax Return (including extensions validly obtained), (y) permit Seller to review and comment on each such Tax Return and (z) with respect to any items on any such Tax Return that may affect Seller’s liability pursuant to Section 7.4, make such revisions to such Tax Return as are reasonably requested by Seller, to the extent such revisions are consistent with past practice and in accordance with applicable Law; provided, however, in the event that Parent and Seller are unable to resolve any dispute regarding any such requested revisions within fifteen (15) days following delivery of such Tax Return to Seller, Parent and Seller shall resolve such dispute by jointly requesting that a mutually acceptable accounting firm resolve such dispute before the due date of such Tax Return (including extensions validly obtained). The scope of such accounting firm’s resolution shall be limited to the disputed item or items. If the due date for any disputed Tax Return (including extensions validly obtained) is prior to the resolution of such dispute pursuant to this Section 7.4(b)(iii), Parent shall be entitled to file such Tax Return prior to the resolution and shall amend the Tax Return shall be filed as necessary prepared by the Company and then amended to reflect the decision of the accounting firm pursuant to this Section 7.4(b)(iii)Accounting Firm’s resolution. Each of Seller and Parent shall pay one half of the accounting firm’s The costs, fees and expenses related to such resolution. (iv) Subject to Section 7.4(b)(v), the amount of Taxes allocable to the portion of the Straddle Period ending on (Accounting Firm shall be borne equally by the Company and including) the Closing Date shall (x) in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), be deemed to be the amount of such Tax for the entire Taxable Period multiplied by a fraction the numerator of which is the number of days in the Taxable Period ending on Fidelity. The preparation and including the Closing Date and the denominator of which is the number of days in the entire Taxable Period, and (y) in the case filing of any Tax not described in clause (x) above (such as Taxes based upon or related to income or receipts) be deemed to be equal to the amount which would be payable if the relevant Taxable Period ended on and included the Closing Date. (v) For the avoidance of doubt, the Parties agree that any Taxes imposed in connection with the Restructuring or the sale Return of the SMS Business pursuant Company that does not relate to the Asset Purchase Agreement shall be treated as occurring in a Pre-Closing Tax Period or the portion of a Straddle Period ending on and including the Closing Date and, subject to Section 7.4(d), Seller shall be responsible for exclusively within the payment of such Taxes. Any gain or loss recognized in connection with the Restructuring or the sale control of the SMS Business pursuant to the Asset Purchase Agreement shall be included in the consolidated U.S. federal income Tax Return of SunGard Capital and any consolidated, affiliated, combined, or unitary Tax Returns for state and local income Taxes required to be filed by SunGard Capital or any of its SubsidiariesCompany. (vi) Except as required by law, neither Parent nor any Company Entity shall, without the prior written consent of Seller, amend, refile or otherwise modify, or cause or permit an Affiliate to amend, refile or otherwise modify, any Tax election of Tax Return or Tax item that would be reflected on a Tax Return with respect to any taxable period (or portion thereof) ending on or before the Closing Date. (vii) Seller, Parent and the Company Entities agree that if any Company Entity is permitted but not required under applicable U.S. federal, state, or local or foreign income Tax Laws to treat the Closing Date as the last day of a Taxable Period, then Seller, Parent and the Company Entities shall treat such day as the last day of a Taxable Period under such applicable Tax Law. (viii) The Parties shall cooperate with each other in the filing of any Tax Returns and the conduct of any audit or other proceeding. They each shall make available such documents as are reasonably necessary to carry out the intent of this Section 7.

Tax Returns and Payment of Taxes. (ia) Seller shall have the authority and obligation to prepare, or cause to be prepared, all Returns of the Company that are due with respect to any taxable year or other taxable period ending on or before the Closing Date. To the extent permitted under applicable Tax Lawrelating to non-Income Taxes, SunGard Capital such Returns shall include be prepared by treating items on such Returns in a manner consistent with the past practices of the Company Entities, or cause the Company Entities with respect to be included, in (x) the consolidated U.S. federal income such items. If Purchaser consents to such non-Income Tax Returns of SunGard Capital for all Pre-Closing Tax Periods(which consent shall not be unreasonably withheld, conditioned or delayed) Purchaser shall execute and file such Returns as prepared by Seller. In addition, Seller shall pay to Purchaser, at least five (y5) days prior to the extent consistent with past practicedue date, consolidated, affiliated, combined, or unitary Tax Returns for state any amount due and local income Taxes required to be filed by SunGard Capital or any of its Subsidiaries for all Pre-Closing Tax Periods (all payable on such Tax Returns in (x) and (y), the “SunGard Consolidated Tax Returns”). (iib) SunGard Capital Except as provided in Section 5.1(a), Purchaser shall have the exclusive authority and obligation to prepare and timely file, or cause to be prepared and filed (x) timely filed, all SunGard Consolidated Tax Returns, and (y) all other income or franchise or similar Tax Returns required of the Company with respect to be filed any taxable period ending after the date hereof by or Closing Date. (c) All Taxes and Tax liabilities with respect to the income, property or operations of the Company Entities or that relate to the Business for any PreOverlap Period shall be apportioned between Seller, on the one hand, and Purchaser, on the other hand, as follows: (i) in the case of Taxes other than income, sales and use and withholding Taxes, on a per-Closing Tax Period (all such Tax Returns in (x) diem basis, and (y)ii) in the case of income, sales and use and withholding Taxes, as determined from the “Pre-Closing Tax Returns”), books and the Seller shall pay, or cause to be paid in full, all Taxes with respect to such Pre-Closing Tax Returns to the applicable taxing authority. SunGard Capital shall prepare such Tax Returns in a manner consistent with past practice, except as required by applicable Law. All Pre-Closing Tax Returns shall be prepared in a manner consistent with the terms records of the Asset Purchase Agreement and this Agreement (including Company as though the Merger Consideration and the Purchase Price (as defined in the Asset Purchase Agreement)), the IRS Ruling and taxable year of the Company Stock Basis determined pursuant to Section 7.4(e)(i) (terminated at the “Transaction Filing Positions”)close of business on the Closing Date. Seller shall provide each Pre-Closing Tax Return be liable for Taxes of the Company that relates are attributable to the Company Entities or the Business and, to the extent relevant to the Company, the relevant portion of each pro forma SunGard Consolidated Tax Return for the Company Entities Overlap Period ending on and including the Closing Date, and shall pay such amounts to Parent for Parent’s review and comment no later than thirty Purchaser on or before five (305) days prior to the due date for filing each of such Pre-Closing Tax Return (including extensions validly obtained). Seller shall make such revisions to such Pre-Closing Tax Returns that relate to the Company Entities or the Business and the relevant portion of each SunGard Consolidated Tax Return as are reasonably requested by Parent no later than fifteen (15) days after receipt of the applicable Tax Return (or relevant portion of a Tax Return), to the extent such revisions are required to file consistently with the Transaction Filing Positions. Parent shall file, or shall cause the relevant Company Entity to file, any Tax Return prepared by Seller that Seller may not file and that Parent, or such Company Entity, is required to or authorized to file. Neither SunGard Capital nor any of its Affiliates shall file any amended Pre-Closing Tax Returns that takes a position inconsistent with the Transaction Filing Positions without the consent of ParentTaxes. (iiid) Parent shall prepare or cause to be prepared All transfer, sales and file or cause to be filed any income Tax Returns with respect to the Company Entities or the Business for any Straddle Period. Each such Tax Return shall be prepared consistent with past practice of the Company Entitiesuse, unless such practice is not consistent with applicable Law. Seller shall pay to Parent at least five days prior to the due date for such Tax Return (taking into account extensions validly obtained)registration, an amount equal to the portion of the Taxes shown as due on such Tax Return that relates to the portion of such Straddle Period ending on (stamp and including) the Closing Date after taking into account any payments of estimated Taxes previously paid for such portion. Parent shall (x) provide each such Tax Return to Seller no later than thirty (30) days prior to the due date for filing such Tax Return (including extensions validly obtained), (y) permit Seller to review and comment on each such Tax Return and (z) with respect to any items on any such Tax Return that may affect Seller’s liability pursuant to Section 7.4, make such revisions to such Tax Return as are reasonably requested by Seller, to the extent such revisions are consistent with past practice and in accordance with applicable Law; provided, however, in the event that Parent and Seller are unable to resolve any dispute regarding any such requested revisions within fifteen (15) days following delivery of such Tax Return to Seller, Parent and Seller shall resolve such dispute by jointly requesting that a mutually acceptable accounting firm resolve such dispute before the due date of such Tax Return (including extensions validly obtained). The scope of such accounting firm’s resolution shall be limited to the disputed item or items. If the due date for any disputed Tax Return (including extensions validly obtained) is prior to the resolution of such dispute pursuant to this Section 7.4(b)(iii), Parent shall be entitled to file such Tax Return prior to the resolution and shall amend the Tax Return as necessary to reflect the decision of the accounting firm pursuant to this Section 7.4(b)(iii). Each of Seller and Parent shall pay one half of the accounting firm’s fees and expenses related to such resolution. (iv) Subject to Section 7.4(b)(v), the amount of Taxes allocable to the portion of the Straddle Period ending on (and including) the Closing Date shall (x) in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), be deemed to be the amount of such Tax for the entire Taxable Period multiplied by a fraction the numerator of which is the number of days in the Taxable Period ending on and including the Closing Date and the denominator of which is the number of days in the entire Taxable Period, and (y) in the case of any Tax not described in clause (x) above (such as Taxes based upon or related to income or receipts) be deemed to be equal to the amount which would be payable if the relevant Taxable Period ended on and included the Closing Date. (v) For the avoidance of doubt, the Parties agree that any similar Taxes imposed in connection with the Restructuring or the sale of the SMS Business any transaction that occurs pursuant to the Asset Purchase this Agreement shall be treated as occurring in a Pre-Closing Tax Period or the portion of a Straddle Period ending on and including the Closing Date and, subject to Section 7.4(d), Seller shall be responsible for the payment of such Taxes. Any gain or loss recognized in connection with the Restructuring or the sale of the SMS Business pursuant to the Asset Purchase Agreement shall be included in the consolidated U.S. federal income Tax Return of SunGard Capital and any consolidated, affiliated, combined, or unitary Tax Returns for state and local income Taxes required to be filed borne solely by SunGard Capital or any of its SubsidiariesSeller. (vi) Except as required by law, neither Parent nor any Company Entity shall, without the prior written consent of Seller, amend, refile or otherwise modify, or cause or permit an Affiliate to amend, refile or otherwise modify, any Tax election of Tax Return or Tax item that would be reflected on a Tax Return with respect to any taxable period (or portion thereof) ending on or before the Closing Date. (vii) Seller, Parent and the Company Entities agree that if any Company Entity is permitted but not required under applicable U.S. federal, state, or local or foreign income Tax Laws to treat the Closing Date as the last day of a Taxable Period, then Seller, Parent and the Company Entities shall treat such day as the last day of a Taxable Period under such applicable Tax Law. (viii) The Parties shall cooperate with each other in the filing of any Tax Returns and the conduct of any audit or other proceeding. They each shall make available such documents as are reasonably necessary to carry out the intent of this Section 7.

Tax Returns and Payment of Taxes. (ia) To Seller Parent or Seller Parent’s Group shall (and shall cause its Affiliates to), to the extent permitted under by applicable Tax Lawlaw and consistent with prior year practice, SunGard Capital shall include the Company Entities, or cause the Company Entities to be included, Subject Companies in (x) the consolidated U.S. federal income Tax Returns of SunGard Capital and any combined or consolidated state and local Tax Returns filed by Seller Parent for all any Pre-Closing Tax Periods, and (y) Period. With respect to the extent consistent with past practice, consolidated, affiliated, combined, or unitary Tax Returns for state and local income Taxes and other Tax Returns required to be filed by SunGard Capital the Subject Companies after the Closing Date for Tax periods beginning before and ending after the Closing Date, Seller Parent or any Seller Parent’s Group, or Purchaser, Purchaser Parent or the Subject Companies, as the case may be, shall cause the Subject Companies to, when permitted, elect to file a short-period Tax Return for the portion of its Subsidiaries for all Pre-such period which ends on the Closing Tax Periods (all such Tax Returns in (x) and (y), the “SunGard Consolidated Tax Returns”). (ii) SunGard Capital Date. Seller Parent or Seller Parent’s Group shall prepare and file, or cause to be prepared and filed (x) all SunGard Consolidated Tax Returns, and (y) all other income or franchise or similar Tax Returns required to be filed after the date hereof by or with respect to the Company Entities or the Business for any Pre-Closing Tax Period (all such Tax Returns in (x) and (y), the “Pre-Closing Tax Returns”)for any such short period, and the Seller shall pay, or cause to be paid in fullpaid, all Taxes due on such Tax Returns to the proper taxing authority. (b) Except to the extent that an election has been made to prepare a short-period Tax Return described in Section 10.3(a), Purchaser or Purchaser Parent shall, or shall cause the Subject Companies to, prepare, submit to Seller (at least sixty days prior to the extended due date) for its review and approval (such approval not to be unreasonably withheld), and thereafter file all state and local and other Tax Returns required to be filed by the Subject Companies after the Closing Date for all Interim Periods, and the Seller Parent and the Seller shall timely pay to Purchaser, Purchaser Parent or the relevant Subject Company the amount of Taxes with respect to such Tax Returns as determined and apportioned to a Pre-Closing Tax Returns Period pursuant to the applicable taxing authority. SunGard Capital shall prepare such Tax Returns in a manner consistent with past practice, except as required by applicable LawSection 10.2 above. All Pre-Closing such Tax Returns shall be prepared in on a manner basis consistent with the terms Tax Returns filed by or on behalf of the Asset Purchase Agreement and this Agreement (including the Merger Consideration and the Purchase Price (as defined in the Asset Purchase Agreement)), the IRS Ruling and the Company Stock Basis determined pursuant to Section 7.4(e)(i) (the “Transaction Filing Positions”). Seller shall provide each Pre-Closing Tax Return that relates to the Company Entities or the Business and, to the extent relevant to the Company, the relevant portion of each pro forma SunGard Consolidated Tax Return Subject Companies for the Company Entities to Parent for Parent’s review and comment no later than thirty (30) days prior to the due date for filing each such Pre-Closing preceding Tax Return (including extensions validly obtained). Seller shall make such revisions to such Pre-Closing Tax Returns that relate to the Company Entities or the Business and the relevant portion of each SunGard Consolidated Tax Return as are reasonably requested period unless otherwise required by Parent no later than fifteen (15) days after receipt of the applicable Tax Return law. (or relevant portion of a Tax Return), to the extent such revisions are required to file consistently with the Transaction Filing Positions. c) Purchaser Parent shall fileshall, or shall cause the relevant Company Entity to fileSubject Companies to, any Tax Return prepared by Seller that Seller may not prepare and file and that Parent, or such Company Entity, is required to or authorized to file. Neither SunGard Capital nor any of its Affiliates shall file any amended Pre-Closing all Tax Returns that takes a position inconsistent with the Transaction Filing Positions without the consent of Parent. (iiiother than those referred to in Section 10.3(a) Parent shall prepare or cause to be prepared and file or cause Section 10.3(b)) required to be filed any income Tax Returns with respect to by the Company Entities or the Business for any Straddle Period. Each such Tax Return shall be prepared consistent with past practice of the Company Entities, unless such practice is not consistent with applicable Law. Seller shall pay to Parent at least five days prior to the due date for such Tax Return (taking into account extensions validly obtained), an amount equal to the portion of the Taxes shown as due on such Tax Return that relates to the portion of such Straddle Period ending on (and including) Subject Companies after the Closing Date for all Tax periods beginning after taking into account any payments of estimated Taxes previously paid for such portion. Parent shall (x) provide each such Tax Return to Seller no later than thirty (30) days prior to the due date for filing such Tax Return (including extensions validly obtained), (y) permit Seller to review and comment on each such Tax Return and (z) with respect to any items on any such Tax Return that may affect Seller’s liability pursuant to Section 7.4, make such revisions to such Tax Return as are reasonably requested by Seller, to the extent such revisions are consistent with past practice and in accordance with applicable Law; provided, however, in the event that Parent and Seller are unable to resolve any dispute regarding any such requested revisions within fifteen (15) days following delivery of such Tax Return to Seller, Parent and Seller shall resolve such dispute by jointly requesting that a mutually acceptable accounting firm resolve such dispute before the due date of such Tax Return (including extensions validly obtained). The scope of such accounting firm’s resolution shall be limited to the disputed item or items. If the due date for any disputed Tax Return (including extensions validly obtained) is prior to the resolution of such dispute pursuant to this Section 7.4(b)(iii), Parent shall be entitled to file such Tax Return prior to the resolution and shall amend the Tax Return as necessary to reflect the decision of the accounting firm pursuant to this Section 7.4(b)(iii). Each of Seller and Parent shall pay one half of the accounting firm’s fees and expenses related to such resolution. (iv) Subject to Section 7.4(b)(v), the amount of Taxes allocable to the portion of the Straddle Period ending on (and including) the Closing Date shall (x) in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), be deemed to be the amount of such Tax for the entire Taxable Period multiplied by a fraction the numerator of which is the number of days in the Taxable Period ending on and including the Closing Date and the denominator of which is the number of days in the entire Taxable Period, and (y) in the case of any Tax not described in clause (x) above (such as Taxes based upon or related to income or receipts) be deemed to be equal to the amount which would be payable if the relevant Taxable Period ended on and included the Closing Date. (vd) For Seller Parent and Seller shall cause any tax sharing, allocation, indemnity or similar agreement between Seller Parent, Seller or any of their Affiliates (other than the avoidance of doubt, Subject Companies) on the Parties agree that one hand and any Taxes imposed in connection with the Restructuring or the sale of the SMS Business pursuant Subject Companies on the other hand to the Asset Purchase Agreement shall be treated as occurring in a Pre-Closing Tax Period or the portion of a Straddle Period ending on and including terminate prior to the Closing Date andand have no further effect, subject to Section 7.4(d), Seller and no Subject Company shall be responsible for have any further liability thereunder after the payment of such Taxes. Any gain or loss recognized in connection with the Restructuring or the sale of the SMS Business pursuant to the Asset Purchase Agreement shall be included in the consolidated U.S. federal income Tax Return of SunGard Capital and any consolidated, affiliated, combined, or unitary Tax Returns for state and local income Taxes required to be filed by SunGard Capital or any of its SubsidiariesClosing. (vi) Except as required by law, neither Parent nor any Company Entity shall, without the prior written consent of Seller, amend, refile or otherwise modify, or cause or permit an Affiliate to amend, refile or otherwise modify, any Tax election of Tax Return or Tax item that would be reflected on a Tax Return with respect to any taxable period (or portion thereof) ending on or before the Closing Date. (vii) Seller, Parent and the Company Entities agree that if any Company Entity is permitted but not required under applicable U.S. federal, state, or local or foreign income Tax Laws to treat the Closing Date as the last day of a Taxable Period, then Seller, Parent and the Company Entities shall treat such day as the last day of a Taxable Period under such applicable Tax Law. (viii) The Parties shall cooperate with each other in the filing of any Tax Returns and the conduct of any audit or other proceeding. They each shall make available such documents as are reasonably necessary to carry out the intent of this Section 7.

Tax Returns and Payment of Taxes. (i) To the extent permitted under applicable Tax Law, SunGard Capital shall include the Company Entities, Seller or cause the Company Entities to be included, in (x) the consolidated U.S. federal income Tax Returns of SunGard Capital for all Pre-Closing Tax Periods, and (y) to the extent consistent with past practice, consolidated, affiliated, combined, or unitary Tax Returns for state and local income Taxes required to be filed by SunGard Capital or any of its Subsidiaries for all Pre-Closing Tax Periods (all such Tax Returns in (x) and (y), the “SunGard Consolidated Tax Returns”). (ii) SunGard Capital Seller's designee shall prepare and filetimely file or shall cause to be prepared and timely filed all Returns of CTSI for tax periods ending on or before the Closing Date ("Seller Returns"), and shall pay -------------- or shall cause to be paid any and all Taxes due with respect to such Returns. Seller shall have the exclusive authority and obligation to prepare or cause to be prepared all Seller Returns. Such authority shall include the determination of the manner in which any items of income, gain, deduction, loss or credit arising out of the income, properties and filed (x) all SunGard Consolidated Tax operations of CTSI shall be reported or disclosed in such Seller Returns; provided, and (y) all other income or franchise or similar Tax however, that such Returns required to shall be filed after the date hereof prepared by or with respect to the Company Entities or the Business for any Pre-Closing Tax Period (all treating items on such Tax Returns in (x) and (y), the “Pre-Closing Tax Returns”), and the Seller shall pay, or cause to be paid in full, all Taxes with respect to such Pre-Closing Tax Returns to the applicable taxing authority. SunGard Capital shall prepare such Tax Returns in a manner consistent with past practicepractice with respect to such items, except as unless otherwise required by applicable Lawlaw. All Pre-If any such Seller Returns are due after the Closing Tax Returns shall be prepared in a manner consistent with the terms of the Asset Purchase Agreement and this Agreement (including the Merger Consideration and the Purchase Price (as defined in the Asset Purchase Agreement))Seller is not authorized by law to file such Seller Returns, the IRS Ruling and the Company Stock Basis determined pursuant to Section 7.4(e)(i) (the “Transaction Filing Positions”). Seller shall provide each Pre-Closing Tax Return that relates submit drafts of such Seller Returns to the Company Entities or the Business and, to the extent relevant to the Company, the relevant portion of each pro forma SunGard Consolidated Tax Return Purchaser for the Company Entities to Parent for Parent’s its review and comment no later than thirty (30) at least 30 days prior to the due date for filing each of any such Pre-Closing Tax Return (including extensions validly obtained)Return. Such drafts of any Seller Returns shall make such revisions be subject to such Pre-Closing Tax Returns that relate to the Company Entities or the Business Purchaser's review and the relevant portion of each SunGard Consolidated Tax Return as are reasonably requested by Parent no later than fifteen (15) days after receipt of the applicable Tax Return (or relevant portion of a Tax Return)approval, to the extent such revisions are required to file consistently with the Transaction Filing Positions. Parent which approval shall not be unreasonably withheld, and Purchaser shall timely file, or shall cause the relevant Company Entity to file, any Tax Return prepared by Seller that Seller may not file and that Parent, or such Company Entity, is required to or authorized to file. Neither SunGard Capital nor any of its Affiliates shall file any amended Pre-Closing Tax Returns that takes a position inconsistent with the Transaction Filing Positions without the consent of Parent. (iii) Parent shall prepare or cause to be prepared and file timely filed, such Seller Returns with the appropriate taxing authority. (ii) Purchaser shall prepare (or cause to be filed any income Tax prepared), execute, and timely file all Returns with respect to the Company Entities or the Business for any Straddle Period. Each such Tax Return shall be prepared consistent with past practice of the Company EntitiesCTSI that are not Seller Returns, unless such practice is not consistent with applicable Law. Seller and shall pay (or cause to Parent at least five days prior be paid) all Taxes to the due date which such Returns relate for all periods covered by such Tax Return (taking into account extensions validly obtained), an amount equal to the portion of the Taxes shown as due on such Tax Return that relates to the portion of such Straddle Period ending on (and including) the Closing Date after taking into account any payments of estimated Taxes previously paid for such portion. Parent shall (x) provide each such Tax Return to Seller no later than thirty (30) days prior to the due date for filing such Tax Return (including extensions validly obtained), (y) permit Seller to review and comment on each such Tax Return and (z) with respect to any items on any such Tax Return that may affect Seller’s liability pursuant to Section 7.4, make such revisions to such Tax Return as are reasonably requested by Seller, to the extent such revisions are consistent with past practice and in accordance with applicable LawReturns; provided, however, in the event that Parent and Seller are unable to resolve any dispute regarding any such requested revisions within fifteen (15) days following delivery shall reimburse Purchaser for all portions of such Tax Return Taxes that are applicable to Seller, Parent and Seller shall resolve such dispute by jointly requesting that a mutually acceptable accounting firm resolve such dispute before the due date of such Tax Return (including extensions validly obtained). The scope of such accounting firm’s resolution shall be limited to the disputed item or items. If the due date for any disputed Tax Return (including extensions validly obtained) is prior to the resolution of such dispute pursuant to this Section 7.4(b)(iii), Parent shall be entitled to file such Tax Return prior to the resolution and shall amend the Tax Return as necessary to reflect the decision of the accounting firm pursuant to this Section 7.4(b)(iii). Each of Seller and Parent shall pay one half of the accounting firm’s fees and expenses related to such resolution. (iv) Subject to Section 7.4(b)(v), the amount of Taxes allocable to the portion of the Straddle Period ending on (and including) the Closing Date shall (x) in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), be deemed to be the amount of such Tax for the entire Taxable Period multiplied by a fraction the numerator of which is the number of days in the Taxable Period ending on and including the Closing Date and the denominator of which is the number of days in the entire Taxable Period, and (y) in the case of any Tax not described in clause (x) above (such as Taxes based upon or related to income or receipts) be deemed to be equal to the amount which would be payable if the relevant Taxable Period ended on and included the Closing Date. (v) For the avoidance of doubt, the Parties agree that any Taxes imposed in connection with the Restructuring or the sale of the SMS Business pursuant to the Asset Purchase Agreement shall be treated as occurring in a Pre-Closing Tax Period or the portion of a Straddle Period ending on and including the Closing Date and, subject to Section 7.4(d), Seller shall be responsible for the payment of such Taxes. Any gain or loss recognized in connection with the Restructuring or the sale of the SMS Business pursuant to the Asset Purchase Agreement shall be included in the consolidated U.S. federal income Tax Return of SunGard Capital and any consolidated, affiliated, combined, or unitary Tax Returns for state and local income Taxes required to be filed by SunGard Capital or any of its Subsidiaries. (vi) Except as required by law, neither Parent nor any Company Entity shall, without the prior written consent of Seller, amend, refile or otherwise modify, or cause or permit an Affiliate to amend, refile or otherwise modify, any Tax election of Tax Return or Tax item that would be reflected on a Tax Return with respect to any taxable period (or portion thereof) ending on or before the Closing Date. (vii) Seller, Parent and the Company Entities agree that if any Company Entity is permitted but not required under applicable U.S. federal, state, or local or foreign income Tax Laws to treat the Closing Date as the last day of a Taxable Period, then Seller, Parent and the Company Entities shall treat such day as the last day of a Taxable Period under such applicable Tax Law. (viii) The Parties shall cooperate with each other in the filing of any Tax Returns and the conduct of any audit or other proceeding. They each shall make available such documents as are reasonably necessary to carry out the intent of this Section 7.Pre-

Tax Returns and Payment of Taxes. (i) To the extent permitted under applicable Tax Law, SunGard Capital Seller shall include the Company Entities, remit when due or cause the Company Entities to be included, remitted when due any amount of Taxes due in (x) connection with the consolidated U.S. federal income Tax Returns of SunGard Capital Transferred Assets for all Pre-Closing Tax Periods, and (y) any taxable period ending on or prior to the extent consistent with past practiceClosing Date. Seller shall duly file or cause to be duly filed, consolidated, affiliated, combined, or unitary any Tax Returns for state and local income Taxes Return required to be filed by SunGard Capital or in respect of any of its Subsidiaries for all Pre-Closing Tax Periods (all such Tax Returns in (x) and (y), which it is required to pay pursuant to the “SunGard Consolidated Tax Returns”)immediately preceding sentence. (ii) SunGard Capital Purchaser shall prepare and file, remit when due or cause to be prepared and filed (x) all SunGard Consolidated remitted when due any amount of Taxes due in connection with the Transferred Assets for any taxable period beginning after the Closing Date; provided, however, that for the avoidance of doubt Purchaser shall not be liable for any Excluded Liabilities. Purchaser shall duly file or cause to be duly filed, any Tax Returns, and (y) all other income or franchise or similar Tax Returns Return required to be filed after the date hereof by or with in respect to the Company Entities or the Business for any Pre-Closing Tax Period (all such Tax Returns in (x) and (y), the “Pre-Closing Tax Returns”), and the Seller shall pay, or cause to be paid in full, all Taxes with respect to such Pre-Closing Tax Returns to the applicable taxing authority. SunGard Capital shall prepare such Tax Returns in a manner consistent with past practice, except as required by applicable Law. All Pre-Closing Tax Returns shall be prepared in a manner consistent with the terms of the Asset Purchase Agreement and this Agreement (including the Merger Consideration and the Purchase Price (as defined in the Asset Purchase Agreement)), the IRS Ruling and the Company Stock Basis determined pursuant to Section 7.4(e)(i) (the “Transaction Filing Positions”). Seller shall provide each Pre-Closing Tax Return that relates to the Company Entities or the Business and, to the extent relevant to the Company, the relevant portion of each pro forma SunGard Consolidated Tax Return for the Company Entities to Parent for Parent’s review and comment no later than thirty (30) days prior to the due date for filing each such Pre-Closing Tax Return (including extensions validly obtained). Seller shall make such revisions to such Pre-Closing Tax Returns that relate to the Company Entities or the Business and the relevant portion of each SunGard Consolidated Tax Return as are reasonably requested by Parent no later than fifteen (15) days after receipt of the applicable Tax Return (or relevant portion of a Tax Return), to the extent such revisions are required to file consistently with the Transaction Filing Positions. Parent shall file, or shall cause the relevant Company Entity to file, any Tax Return prepared by Seller that Seller may not file and that Parent, or such Company Entity, which it is required to or authorized pay pursuant to file. Neither SunGard Capital nor any of its Affiliates shall file any amended Pre-Closing Tax Returns that takes a position inconsistent with the Transaction Filing Positions without the consent of Parentimmediately preceding sentence. (iii) Parent Purchaser shall prepare or cause to be prepared and file or cause to be filed any income Tax Returns with respect to the Company Entities Transferred Assets for taxable periods which begin on or prior to the Business for any Closing Date and end after the Closing Date (a “Straddle Period. Each such Tax Return shall be prepared consistent with past practice of the Company Entities, unless such practice is not consistent with applicable Law”). Seller shall pay to Parent Purchaser at least five (5) days prior before the date on which Taxes are due with respect to the due date for such Tax Return (taking into account extensions validly obtained), a Straddle Period an amount equal to the portion of the such Taxes shown as due on such Tax Return that which relates to the portion of such Straddle Period ending on (and including) the Closing Date after taking into account any payments Date. For purposes of estimated Taxes previously paid for such portion. Parent shall (x) provide each such Tax Return to Seller no later than thirty (30) days prior to the due date for filing such Tax Return (including extensions validly obtainedthis Section ‎6.10(b)(iii), (y) permit Seller to review and comment on each such Tax Return and (z) with respect to any items on any such Tax Return that may affect Seller’s liability pursuant to Section 7.4, make such revisions to such Tax Return as are reasonably requested by Seller, to the extent such revisions are consistent with past practice and in accordance with applicable Law; provided, however, in the event case of any Taxes that Parent are imposed on a periodic basis and Seller are unable to resolve any dispute regarding any such requested revisions within fifteen (15) days following delivery payable for a Straddle Period, the portion of such Tax Return to Seller, Parent and Seller shall resolve such dispute by jointly requesting that a mutually acceptable accounting firm resolve such dispute before the due date of such Tax Return (including extensions validly obtained). The scope of such accounting firm’s resolution shall be limited to the disputed item or items. If the due date for any disputed Tax Return (including extensions validly obtained) is prior to the resolution of such dispute pursuant to this Section 7.4(b)(iii), Parent shall be entitled to file such Tax Return prior to the resolution and shall amend the Tax Return as necessary to reflect the decision of the accounting firm pursuant to this Section 7.4(b)(iii). Each of Seller and Parent shall pay one half of the accounting firm’s fees and expenses related to such resolution. (iv) Subject to Section 7.4(b)(v), the amount of Taxes allocable relates 52 to the portion of the Straddle Period such taxable period ending on (and including) the Closing Date shall (x) in the case of any Taxes imposed on a periodic basis (such as real other than Taxes based upon or personal property Taxes)related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable Period taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable Period taxable period ending on and including the Closing Date and the denominator of which is the number of days in the entire Taxable Periodtaxable period, and (y) in the case of any Tax not described in clause (x) above (such as Taxes based upon or related to income or receipts) receipts be deemed to be equal to the amount which would be payable if the relevant Taxable Period taxable period ended on and included the Closing Date. (v) For the avoidance of doubt, the Parties agree that any Taxes imposed in connection with the Restructuring or the sale of the SMS Business pursuant . Any credits relating to the Asset Purchase Agreement shall be treated as occurring in a Pre-Closing Tax Period or the portion of a Straddle Period ending on and including the Closing Date and, subject to Section 7.4(d), Seller shall be responsible for taken into account as though the payment of such Taxes. Any gain or loss recognized in connection with the Restructuring or the sale of the SMS Business pursuant to the Asset Purchase Agreement shall be included in the consolidated U.S. federal income Tax Return of SunGard Capital and any consolidated, affiliated, combined, or unitary Tax Returns for state and local income Taxes required to be filed by SunGard Capital or any of its Subsidiaries. (vi) Except as required by law, neither Parent nor any Company Entity shall, without the prior written consent of Seller, amend, refile or otherwise modify, or cause or permit an Affiliate to amend, refile or otherwise modify, any Tax election of Tax Return or Tax item that would be reflected on a Tax Return with respect to any relevant taxable period (or portion thereof) ending ended on or before the Closing Date. (vii) Seller, Parent and the Company Entities agree that if any Company Entity is permitted but not required under applicable U.S. federal, state, or local or foreign income Tax Laws to treat the Closing Date as the last day of a Taxable Period, then Seller, Parent and the Company Entities shall treat such day as the last day of a Taxable Period under such applicable Tax Law. (viii) The Parties shall cooperate with each other in the filing of any Tax Returns and the conduct of any audit or other proceeding. They each shall make available such documents as are reasonably necessary to carry out the intent of this Section 7.

Tax Returns and Payment of Taxes. (i) To the extent permitted under applicable Tax Law, SunGard Capital Seller shall include the Company Entities, remit when due or cause the Company Entities to be includedremitted when due any amount of Taxes due in connection with the Purchased Assets and the Purchased Subsidiaries for any taxable period ending on or before the Closing Date. Seller shall duly file or cause to be duly filed, in (x) the consolidated U.S. federal income any Tax Returns of SunGard Capital for all Pre-Closing Tax Periods, and (y) to the extent consistent with past practice, consolidated, affiliated, combined, or unitary Tax Returns for state and local income Taxes Return required to be filed by SunGard Capital or in respect of any of its Subsidiaries for all Pre-Closing Tax Periods (all such Tax Returns in (x) and (y), which it is required to pay pursuant to the “SunGard Consolidated Tax Returns”)immediately preceding sentence. (ii) SunGard Capital Purchaser shall prepare and file, remit when due or cause to be prepared remitted when due any amount of Taxes due in connection with the Purchased Assets and filed (x) all SunGard Consolidated the Purchased Subsidiaries for any taxable period beginning after the Closing Date. Purchaser shall duly file or cause to be duly filed, any Tax Returns, and (y) all other income or franchise or similar Tax Returns Return required to be filed after the date hereof by or with in respect to the Company Entities or the Business for any Pre-Closing Tax Period (all such Tax Returns in (x) and (y), the “Pre-Closing Tax Returns”), and the Seller shall pay, or cause to be paid in full, all Taxes with respect to such Pre-Closing Tax Returns to the applicable taxing authority. SunGard Capital shall prepare such Tax Returns in a manner consistent with past practice, except as required by applicable Law. All Pre-Closing Tax Returns shall be prepared in a manner consistent with the terms of the Asset Purchase Agreement and this Agreement (including the Merger Consideration and the Purchase Price (as defined in the Asset Purchase Agreement)), the IRS Ruling and the Company Stock Basis determined pursuant to Section 7.4(e)(i) (the “Transaction Filing Positions”). Seller shall provide each Pre-Closing Tax Return that relates to the Company Entities or the Business and, to the extent relevant to the Company, the relevant portion of each pro forma SunGard Consolidated Tax Return for the Company Entities to Parent for Parent’s review and comment no later than thirty (30) days prior to the due date for filing each such Pre-Closing Tax Return (including extensions validly obtained). Seller shall make such revisions to such Pre-Closing Tax Returns that relate to the Company Entities or the Business and the relevant portion of each SunGard Consolidated Tax Return as are reasonably requested by Parent no later than fifteen (15) days after receipt of the applicable Tax Return (or relevant portion of a Tax Return), to the extent such revisions are required to file consistently with the Transaction Filing Positions. Parent shall file, or shall cause the relevant Company Entity to file, any Tax Return prepared by Seller that Seller may not file and that Parent, or such Company Entity, which it is required to or authorized pay pursuant to file. Neither SunGard Capital nor any of its Affiliates shall file any amended Pre-Closing Tax Returns that takes a position inconsistent with the Transaction Filing Positions without the consent of Parentimmediately preceding sentence. (iii) Parent Purchaser shall prepare or cause to be prepared and file or cause to be filed any income Tax Returns of the Purchased Subsidiaries or with respect to the Company Entities or Purchased Assets for taxable periods which begin before the Business for any Closing Date and end after the Closing Date (a "Straddle Period. Each such Tax Return shall be prepared consistent with past practice of the Company Entities, unless such practice is not consistent with applicable Law"). Seller shall pay to Parent at least Purchaser within five days prior after the date on which Taxes are paid with respect to the due date for such Tax Return (taking into account extensions validly obtained), a Straddle Period an amount equal to the portion of such Taxes which relates to the portion 50 46 of such Straddle Period ending on the Closing Date. For purposes of this Section 6.16(b)(iii), in the case of any Taxes shown as due that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax Return that relates to the portion of such Straddle Period taxable period ending on (and including) the Closing Date after taking into account any payments of estimated Taxes previously paid for such portion. Parent shall (x) provide each such Tax Return to Seller no later than thirty (30) days prior to the due date for filing such Tax Return (including extensions validly obtained), (y) permit Seller to review and comment on each such Tax Return and (z) with respect to any items on any such Tax Return that may affect Seller’s liability pursuant to Section 7.4, make such revisions to such Tax Return as are reasonably requested by Seller, to the extent such revisions are consistent with past practice and in accordance with applicable Law; provided, however, in the event that Parent and Seller are unable to resolve any dispute regarding any such requested revisions within fifteen (15) days following delivery of such Tax Return to Seller, Parent and Seller shall resolve such dispute by jointly requesting that a mutually acceptable accounting firm resolve such dispute before the due date of such Tax Return (including extensions validly obtained). The scope of such accounting firm’s resolution shall be limited to the disputed item or items. If the due date for any disputed Tax Return (including extensions validly obtained) is prior to the resolution of such dispute pursuant to this Section 7.4(b)(iii), Parent shall be entitled to file such Tax Return prior to the resolution and shall amend the Tax Return as necessary to reflect the decision of the accounting firm pursuant to this Section 7.4(b)(iii). Each of Seller and Parent shall pay one half of the accounting firm’s fees and expenses related to such resolution. (iv) Subject to Section 7.4(b)(v), the amount of Taxes allocable to the portion of the Straddle Period ending on (and including) the Closing Date shall (x) in the case of any Taxes imposed on a periodic basis (such as real other than Taxes based upon or personal property Taxes)related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable Period taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable Period taxable period ending on and including the Closing Date and the denominator of which is the number of days in the entire Taxable Periodtaxable period, and (y) in the case of any Tax not described in clause (x) above (such as Taxes based upon or related to income or receipts) receipts be deemed to be equal to the amount which would be payable if the relevant Taxable Period taxable period ended on and included the Closing Date. (v) For the avoidance of doubt, the Parties agree that any Taxes imposed in connection with the Restructuring or the sale of the SMS Business pursuant . Any credits relating to the Asset Purchase Agreement shall be treated as occurring in a Pre-Closing Tax Period or the portion of a Straddle Period ending on and including the Closing Date and, subject to Section 7.4(d), Seller shall be responsible for taken into account as though the payment of such Taxes. Any gain or loss recognized in connection with the Restructuring or the sale of the SMS Business pursuant to the Asset Purchase Agreement shall be included in the consolidated U.S. federal income Tax Return of SunGard Capital and any consolidated, affiliated, combined, or unitary Tax Returns for state and local income Taxes required to be filed by SunGard Capital or any of its Subsidiaries. (vi) Except as required by law, neither Parent nor any Company Entity shall, without the prior written consent of Seller, amend, refile or otherwise modify, or cause or permit an Affiliate to amend, refile or otherwise modify, any Tax election of Tax Return or Tax item that would be reflected on a Tax Return with respect to any relevant taxable period (or portion thereof) ending ended on or before the Closing Date. (vii) Seller, Parent and the Company Entities agree that if any Company Entity is permitted but not required under applicable U.S. federal, state, or local or foreign income Tax Laws to treat the Closing Date as the last day of a Taxable Period, then Seller, Parent and the Company Entities shall treat such day as the last day of a Taxable Period under such applicable Tax Law. (viii) The Parties shall cooperate with each other in the filing of any Tax Returns and the conduct of any audit or other proceeding. They each shall make available such documents as are reasonably All determinations necessary to carry out give effect to the intent foregoing allocations shall be made in a manner consistent with the prior practice of this Section 7Seller.

Tax Returns and Payment of Taxes. (i) To the extent permitted under applicable Tax Law, SunGard Capital shall include the Company Entities, Seller or cause the Company Entities to be included, in (x) the consolidated U.S. federal income Tax Returns of SunGard Capital for all Pre-Closing Tax Periods, and (y) to the extent consistent with past practice, consolidated, affiliated, combined, or unitary Tax Returns for state and local income Taxes required to be filed by SunGard Capital or any of its Subsidiaries for all Pre-Closing Tax Periods (all such Tax Returns in (x) and (y), the “SunGard Consolidated Tax Returns”). (ii) SunGard Capital Seller's designee shall prepare and filetimely file or shall cause to be prepared and timely filed all Returns of MSAI for tax periods ending on or before the Closing Date ("Seller Returns"), and shall pay -------------- or shall cause to be paid any and all Taxes due with respect to such Returns. Seller shall have the exclusive authority and obligation to prepare or cause to be prepared all Seller Returns. Such authority shall include the determination of the manner in which any items of income, gain, deduction, loss or credit arising out of the income, properties and filed (x) all SunGard Consolidated Tax operations of MSAI shall be reported or disclosed in such Seller Returns; provided, and (y) all other income or franchise or similar Tax however, that such Returns required to shall be filed after the date hereof prepared by or with respect to the Company Entities or the Business for any Pre-Closing Tax Period (all treating items on such Tax Returns in (x) and (y), the “Pre-Closing Tax Returns”), and the Seller shall pay, or cause to be paid in full, all Taxes with respect to such Pre-Closing Tax Returns to the applicable taxing authority. SunGard Capital shall prepare such Tax Returns in a manner consistent with past practicepractice with respect to such items, except as unless otherwise required by applicable Lawlaw. All Pre-If any such Seller Returns are due after the Closing Tax Returns shall be prepared in a manner consistent with the terms of the Asset Purchase Agreement and this Agreement (including the Merger Consideration and the Purchase Price (as defined in the Asset Purchase Agreement))Seller are not authorized by law to file such Seller Returns, the IRS Ruling and the Company Stock Basis determined pursuant to Section 7.4(e)(i) (the “Transaction Filing Positions”). Seller shall provide each Pre-Closing Tax Return that relates submit drafts of such Seller Returns to the Company Entities or the Business and, to the extent relevant to the Company, the relevant portion of each pro forma SunGard Consolidated Tax Return Purchaser for the Company Entities to Parent for Parent’s its review and comment no later than thirty (30) at least 30 days prior to the due date of any such Return. Such drafts of Seller Returns shall be subject to Purchaser's review and approval, which approval shall not be unreasonably withheld, and Purchaser shall timely file, or cause to be timely filed, such Seller Returns with the appropriate taxing authority. (ii) Purchaser shall prepare (or cause to be prepared), execute, and timely file all Returns of MSAI that are not Seller Returns, and shall pay (or cause to be paid) all Taxes to which such Returns relate for filing each all periods covered by such Returns; provided, however, that Seller shall reimburse Purchaser for all portions of such Taxes that are applicable to Pre-Closing Tax Periods and that exceed the amounts accrued in connection with such Pre-Closing Tax Return (including extensions validly obtainedPeriods pursuant to Section 4.27(b). Seller All such Returns shall make such revisions to such be prepared in --------------- accordance with the past practice of the Company, unless otherwise required by applicable law. "Pre-Closing Tax Returns that relate to Period" shall mean any tax period ending on or ---------------------- before the Company Entities or the Business and the relevant portion of each SunGard Consolidated Tax Return as are reasonably requested by Parent no later than fifteen (15) days after receipt of the applicable Tax Return (or relevant portion of a Tax Return)Closing Date; and, to the extent such revisions are required to file consistently with the Transaction Filing Positions. Parent shall file, or shall cause the relevant Company Entity to file, any Tax Return prepared by Seller that Seller may not file and that Parent, or such Company Entity, is required to or authorized to file. Neither SunGard Capital nor any of its Affiliates shall file any amended Pre-Closing Tax Returns that takes a position inconsistent with the Transaction Filing Positions without the consent of Parent. (iii) Parent shall prepare or cause to be prepared and file or cause to be filed any income Tax Returns with respect to the Company Entities or the Business for any Straddle Period. Each such Tax Return shall be prepared consistent with past practice of the Company Entities, unless such practice is not consistent with applicable Law. Seller shall pay to Parent at least five days prior to the due date for such Tax Return (taking into account extensions validly obtained), an amount equal to the portion of the Taxes shown as due on such Tax Return that relates to the portion of such Straddle Period ending on (and including) the Closing Date after taking into account any payments of estimated Taxes previously paid for such portion. Parent shall (x) provide each such Tax Return to Seller no later than thirty (30) days prior to the due date for filing such Tax Return (including extensions validly obtained), (y) permit Seller to review and comment on each such Tax Return and (z) with respect to any items on any such Tax Return that may affect Seller’s liability pursuant to Section 7.4, make such revisions to such Tax Return as are reasonably requested by Seller, to the extent such revisions are consistent with past practice and in accordance with applicable Law; provided, however, in the event that Parent and Seller are unable to resolve any dispute regarding any such requested revisions within fifteen (15) days following delivery of such Tax Return to Seller, Parent and Seller shall resolve such dispute by jointly requesting that a mutually acceptable accounting firm resolve such dispute before the due date of such Tax Return (including extensions validly obtained). The scope of such accounting firm’s resolution shall be limited to the disputed item or items. If the due date for any disputed Tax Return (including extensions validly obtained) is prior to the resolution of such dispute pursuant to this Section 7.4(b)(iii), Parent shall be entitled to file such Tax Return prior to the resolution and shall amend the Tax Return as necessary to reflect the decision of the accounting firm pursuant to this Section 7.4(b)(iii). Each of Seller and Parent shall pay one half of the accounting firm’s fees and expenses related to such resolution. (iv) Subject to Section 7.4(b)(v), the amount of Taxes allocable to the portion of the Straddle Period ending on (and including) the Closing Date shall (x) in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), be deemed to be the amount of such Tax for the entire Taxable Period multiplied by a fraction the numerator of which is the number of days in the Taxable Period ending on and including the Closing Date and the denominator of which is the number of days in the entire Taxable Period, and (y) in the case of any Tax not described in clause (x) above (such as Taxes based upon or related to income or receipts) be deemed to be equal to the amount which would be payable if the relevant Taxable Period ended on and included the Closing Date. (v) For the avoidance of doubt, the Parties agree that any Taxes imposed in connection with the Restructuring or the sale of the SMS Business pursuant to the Asset Purchase Agreement shall be treated as occurring in a Pre-Closing Tax Period or the portion of a Straddle Period ending on and including the Closing Date and, subject to Section 7.4(d), Seller shall be responsible for the payment of such Taxes. Any gain or loss recognized in connection with the Restructuring or the sale of the SMS Business pursuant to the Asset Purchase Agreement shall be included in the consolidated U.S. federal income Tax Return of SunGard Capital and any consolidated, affiliated, combined, or unitary Tax Returns for state and local income Taxes required to be filed by SunGard Capital or any of its Subsidiaries. (vi) Except as required by law, neither Parent nor any Company Entity shall, without the prior written consent of Seller, amend, refile or otherwise modify, or cause or permit an Affiliate to amend, refile or otherwise modify, any Tax election of Tax Return or Tax item that would be reflected on a Tax Return with respect to any taxable period (or portion thereof) ending that begins on or before the Closing Date and ends thereafter, the portion of such tax period ending on the Closing Date. (vii) Seller, Parent and the Company Entities agree that if any Company Entity is permitted but not required under applicable U.S. federal, state, or local or foreign income Tax Laws to treat the Closing Date as the last day of a Taxable Period, then Seller, Parent and the Company Entities shall treat such day as the last day of a Taxable Period under such applicable Tax Law. (viii) The Parties shall cooperate with each other in the filing of any Tax Returns and the conduct of any audit or other proceeding. They each shall make available such documents as are reasonably necessary to carry out the intent of this Section 7.

Tax Returns and Payment of Taxes. (ia) To the extent permitted under applicable Tax Law, SunGard Capital shall include the Company Entities, or cause the Company Entities to be included, in (x) the consolidated U.S. federal income Tax Returns of SunGard Capital for all Pre-Closing Tax Periods, and (y) to the extent consistent with past practice, consolidated, affiliated, combined, or unitary Tax Returns for state and local income Taxes required to be filed by SunGard Capital or any of its Subsidiaries for all Pre-Closing Tax Periods (all such Tax Returns in (x) and (y), the “SunGard Consolidated Tax Returns”). (ii) SunGard Capital shall prepare and file, or cause to be prepared and filed (x) all SunGard Consolidated Tax Returns, and (y) all other income or franchise or similar Tax Returns required to be filed after the date hereof by or with respect to the Company Entities or the Business for any Pre-Closing Tax Period (all such Tax Returns in (x) and (y), the “Pre-Closing Tax Returns”), and the Seller shall pay, or cause to be paid in full, all Taxes with respect to such Pre-Closing Tax Returns to the applicable taxing authority. SunGard Capital shall prepare such Tax Returns in a manner consistent with past practice, except as required by applicable Law. All Pre-Closing Tax Returns shall be prepared in a manner consistent with the terms of the Asset Purchase Agreement and this Agreement (including the Merger Consideration and the Purchase Price (as defined in the Asset Purchase Agreement)), the IRS Ruling and the Company Stock Basis determined pursuant to Section 7.4(e)(i) (the “Transaction Filing Positions”). Seller shall provide each Pre-Closing Tax Return that relates to the Company Entities or the Business and, to the extent relevant to the Company, the relevant portion of each pro forma SunGard Consolidated Tax Return for the Company Entities to Parent for Parent’s review and comment no later than thirty (30) days prior to the due date for filing each such Pre-Closing Tax Return (including extensions validly obtained). Seller shall make such revisions to such Pre-Closing Tax Returns that relate to the Company Entities or the Business and the relevant portion of each SunGard Consolidated Tax Return as are reasonably requested by Parent no later than fifteen (15) days after receipt of the applicable Tax Return (or relevant portion of a Tax Return), to the extent such revisions are required to file consistently with the Transaction Filing Positions. Parent shall file, or shall cause the relevant Company Entity to file, any Tax Return prepared by Seller that Seller may not file and that Parent, or such Company Entity, is required to or authorized to file. Neither SunGard Capital nor any of its Affiliates shall file any amended Pre-Closing Tax Returns that takes a position inconsistent with the Transaction Filing Positions without the consent of Parent. (iii) Parent Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company relating to income Taxes for any income Pre-Closing Tax Period. All such Tax Returns with respect to the Company Entities or the Business for any Straddle Period. Each such Pre-Closing Tax Return Periods shall be prepared in a manner consistent with most recent past practice except as otherwise required by applicable Law, provided that the Company shall make an election under Section 754 of the Company Entities, unless such practice is not consistent with applicable Law. Seller shall pay to Parent at least five days prior to the due date for such Tax Return (taking into account extensions validly obtained), an amount equal to the portion of the Taxes shown as due on such Tax Return that relates to the portion of such Straddle Period ending on Code (and includingany corresponding provisions of state and local Law) to be effective for the taxable year that ends on the Closing Date after taking into account any payments and provided, further, that the basis adjustment required under Section 743 shall be prepared based on an allocation statement, initially prepared by the Buyers and provided to the Sellers for review and comment as soon as practicable, but no later than 120 days, following the Closing Date, which comments Buyers will consider in good faith for inclusion in the final allocation statement, the final version of estimated Taxes previously paid for such portionwhich shall be subject to consent of Buyers and Sellers (not to be unreasonably withheld). Parent Sellers shall (x) provide permit Buyers and the Company to review and approve each such Tax Return to Seller no later than thirty (30) described in the preceding sentence at least 20 days prior to filing, which approval shall not be unreasonably withheld. The Company shall be responsible for paying the due date for filing reasonable fees and expenses associated with preparing such Tax Return (including extensions validly obtained), (y) permit Seller to review and comment on each such Tax Return and (z) with respect to any items on any such Tax Return that may affect Seller’s liability pursuant to Section 7.4, make such revisions to such Tax Return as are reasonably requested by Seller, Returns only to the extent such revisions fees and expenses are consistent with past practice and in accordance with applicable Law; provided, however, in the event that Parent and Seller are unable to resolve any dispute regarding any such requested revisions within fifteen (15) days following delivery of such Tax Return to Seller, Parent and Seller shall resolve such dispute by jointly requesting that a mutually acceptable accounting firm resolve such dispute before the due date of such Tax Return (including extensions validly obtained). The scope of such accounting firm’s resolution shall be limited to the disputed item or items. If the due date for any disputed Tax Return (including extensions validly obtained) is paid prior to the resolution of such dispute pursuant to this Section 7.4(b)(iii), Parent shall be entitled to file such Tax Return prior to Closing Date or accrued as a current liability in determining the resolution and shall amend the Tax Return as necessary to reflect the decision of the accounting firm pursuant to this Section 7.4(b)(iii). Each of Seller and Parent shall pay one half of the accounting firm’s fees and expenses related to such resolution. (iv) Subject to Section 7.4(b)(v), the amount of Taxes allocable to the portion of the Straddle Period ending Net Working Capital on (and including) the Closing Date shall (x) in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), be deemed to be the amount of such Tax for the entire Taxable Period multiplied by a fraction the numerator of which is the number of days in the Taxable Period ending on and including the Closing Date and the denominator of which is the number of days in the entire Taxable Period, and (y) in the case of any Tax not described in clause (x) above (such as Taxes based upon or related to income or receipts) be deemed to be equal to the amount which would be payable if the relevant Taxable Period ended on and included the Closing Date. (v) For the avoidance of doubt, the Parties agree that any Taxes imposed in connection with the Restructuring or the sale of the SMS Business pursuant to the Asset Purchase Agreement shall be treated as occurring in a Pre-Closing Tax Period or the portion of a Straddle Period ending on and including the Closing Date and, subject to Section 7.4(d), Seller Statement. Sellers shall be responsible for the payment of any Taxes imposed upon income of the Company for the period through the end of the Closing Date for which Sellers are otherwise responsible as a result of having been general partners of the Company during such Taxesperiod. Any gain or loss recognized in connection with income for such period shall be apportioned between Sellers and Buyers, based on the Restructuring or portion of such period ending on the sale Closing Date and the portion of such period beginning after the Closing Date, as provided below. For purposes of this paragraph (a) and determining Pre-Closing Taxes for a period commencing prior to the Closing date and ending after the Closing Date (a “Straddle Period”), the determination of the SMS Business pursuant items of income, gain, deduction, loss or credit of the Acquired Company shall be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the end of the Closing Date and the other which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit of the Acquired Companies for the Straddle Period shall be apportioned between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Company were closed at the end of the Closing Date; provided, however, that exemptions, allowances, deductions or Taxes that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned between such two taxable years or periods on a daily basis; provided further that any real and personal property Taxes shall be apportioned between such two taxable years or periods on a daily basis. (b) Sellers shall prepare or cause to be prepared all Tax Returns of any Acquired Company due on or prior to the Asset Purchase Agreement Closing. After the Closing, Buyers shall prepare or cause to be included in the consolidated U.S. federal income Tax Return of SunGard Capital prepared and any consolidated, affiliated, combined, file or unitary Tax Returns for state and local income Taxes required cause to be filed all Tax Returns of any Acquired Company other than those specifically set forth in paragraph (a) above. All Tax Returns with respect to Pre-Closing Tax Periods shall be prepared in a manner consistent with most recent past practice except as otherwise required by SunGard Capital applicable Law. Buyers shall permit Sellers to review and approve any Tax Returns relating to Taxes for which Sellers are liable under Section 12.1 at least 20 days (in the case of income Tax Returns), or as soon as reasonably practicable (in the case of all other such Tax Returns), before the extended due date for filing any such Tax Returns, which approval shall not be unreasonably withheld. In the case of its Subsidiariesany disagreement between Buyers and Sellers regarding any Tax Return furnished for approval under this Section 12.1, such disagreement shall be resolved by an independent accounting firm mutually agreeable to Buyers and Sellers (the “Tax Accountant”), and any such determination by the Tax Accountant shall be final. The fees and expenses of the Tax Accountant shall be borne equally by Buyers, on the one hand, and Sellers, on the other hand. If the Tax Accountant does not resolve any differences between Buyers and Sellers with respect to such Tax Return at least two days prior to the due date therefor, such Tax Return shall be filed as prepared by the party having the responsibility hereunder for filing such Tax Return and amended to reflect the Tax Accountant’s resolution. (vi) Except as required by law, neither Parent nor any Company Entity shall, without the prior written consent of Seller, amend, refile or otherwise modify, or cause or permit an Affiliate to amend, refile or otherwise modify, any Tax election of Tax Return or Tax item that would be reflected on a Tax Return with respect to any taxable period (or portion thereof) ending on or before the Closing Date. (vii) Seller, Parent and the Company Entities agree that if any Company Entity is permitted but not required under applicable U.S. federal, state, or local or foreign income Tax Laws to treat the Closing Date as the last day of a Taxable Period, then Seller, Parent and the Company Entities shall treat such day as the last day of a Taxable Period under such applicable Tax Law. (viiic) The Parties Company, Buyers and Sellers shall cooperate with each other in connection with the filing of any Tax Returns and any audit, litigation or other proceeding with respect to Taxes in such a manner as not unreasonably to interfere with the conduct of the business of the other party. The Company, Buyers and Sellers agree (i) to retain all books and records with respect to Tax matters pertinent to the Acquired Companies relating to any audit taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Company, Buyers or Sellers, any extensions of the statute of limitations) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) to give the other proceeding. They each parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if any of the other parties so requests, the Company, Buyers or Sellers, as the case may be, shall make available allow the other party to take possession of such documents as are reasonably necessary to carry out the intent of this Section 7books and records.

Tax Returns and Payment of Taxes. (i) To The Sellers or the extent permitted under applicable Tax Law, SunGard Capital shall include the Company Entities, or cause the Company Entities to be included, in (x) the consolidated U.S. federal income Tax Returns of SunGard Capital for all Pre-Closing Tax Periods, and (y) to the extent consistent with past practice, consolidated, affiliated, combined, or unitary Tax Returns for state and local income Taxes required to be filed by SunGard Capital or any of its Subsidiaries for all Pre-Closing Tax Periods (all such Tax Returns in (x) and (y), the “SunGard Consolidated Tax Returns”). (ii) SunGard Capital Sellers' designee shall prepare and filetimely file or shall cause to be prepared and timely filed all Returns of the Cotton Group Companies for tax periods ending on or before the First Closing Date ("Seller Returns"), and shall pay or shall cause to be paid any and all --------------- Taxes due with respect to such Returns. The Sellers shall have the exclusive authority and obligation to prepare or cause to be prepared all Seller Returns. Such authority shall include the determination of the manner in which any items of income, gain, deduction, loss or credit arising out of the income, properties and filed (x) all SunGard Consolidated Tax operations of the Cotton Group Companies shall be reported or disclosed in such Seller Returns; provided, and (y) all other income or franchise or similar Tax however, that such Returns required to shall be filed after the date hereof prepared by or with respect to the Company Entities or the Business for any Pre-Closing Tax Period (all -------- ------- treating items on such Tax Returns in (x) and (y), the “Pre-Closing Tax Returns”), and the Seller shall pay, or cause to be paid in full, all Taxes with respect to such Pre-Closing Tax Returns to the applicable taxing authority. SunGard Capital shall prepare such Tax Returns in a manner consistent with past practicepractice with respect to such items, except as unless otherwise required by applicable Lawlaw. All Pre-If any such Seller Returns are due after the First Closing Tax Returns shall be prepared in a manner consistent with the terms of the Asset Purchase Agreement and this Agreement (including the Merger Consideration Date and the Purchase Price (as defined in the Asset Purchase Agreement))Sellers are not authorized by law to file such Seller Returns, the IRS Ruling and the Company Stock Basis determined pursuant Sellers shall submit drafts of such Seller Returns to Section 7.4(e)(i) (the “Transaction Filing Positions”). Seller shall provide each Pre-Closing Tax Return that relates to the Company Entities or the Business and, to the extent relevant to the Company, the relevant portion of each pro forma SunGard Consolidated Tax Return Purchaser for the Company Entities to Parent for Parent’s its review and comment no later than thirty (30) at least 30 days prior to the due date for filing each of any such Pre-Closing Tax Return (including extensions validly obtained)Return. Such drafts of Seller Returns shall make such revisions be subject to such Pre-Closing Tax Returns that relate to the Company Entities or the Business Purchaser's review and the relevant portion of each SunGard Consolidated Tax Return as are reasonably requested by Parent no later than fifteen (15) days after receipt of the applicable Tax Return (or relevant portion of a Tax Return)approval, to the extent such revisions are required to file consistently with the Transaction Filing Positions. Parent which approval shall not be unreasonably withheld, and Purchaser shall timely file, or shall cause the relevant Company Entity to file, any Tax Return prepared by Seller that Seller may not file and that Parent, or such Company Entity, is required to or authorized to file. Neither SunGard Capital nor any of its Affiliates shall file any amended Pre-Closing Tax Returns that takes a position inconsistent with the Transaction Filing Positions without the consent of Parent. (iii) Parent shall prepare or cause to be prepared and file timely filed, such Seller Returns with the appropriate taxing authority. (ii) Purchaser shall prepare (or cause to be filed any income Tax prepared), execute, and timely file all Returns with respect to the Company Entities or the Business for any Straddle Period. Each such Tax Return shall be prepared consistent with past practice of the Company EntitiesCotton Group Companies that are not Seller Returns, unless such practice is not consistent with applicable Law. Seller and shall pay (or cause to Parent at least five days prior be paid) all Taxes to the due date which such Returns relate for all periods covered by such Tax Return (taking into account extensions validly obtained), an amount equal to the portion of the Taxes shown as due on such Tax Return that relates to the portion of such Straddle Period ending on (and including) the Closing Date after taking into account any payments of estimated Taxes previously paid for such portion. Parent shall (x) provide each such Tax Return to Seller no later than thirty (30) days prior to the due date for filing such Tax Return (including extensions validly obtained), (y) permit Seller to review and comment on each such Tax Return and (z) with respect to any items on any such Tax Return that may affect Seller’s liability pursuant to Section 7.4, make such revisions to such Tax Return as are reasonably requested by Seller, to the extent such revisions are consistent with past practice and in accordance with applicable LawReturns; provided, however, in the event that Parent and Seller are unable to resolve any dispute regarding any such requested revisions within fifteen (15) days following delivery Sellers shall reimburse Purchaser for all -------- ------- portions of such Tax Return Taxes that are applicable to Seller, Parent and Seller shall resolve such dispute by jointly requesting that a mutually acceptable accounting firm resolve such dispute before the due date of such Tax Return (including extensions validly obtained). The scope of such accounting firm’s resolution shall be limited to the disputed item or items. If the due date for any disputed Tax Return (including extensions validly obtained) is prior to the resolution of such dispute pursuant to this Section 7.4(b)(iii), Parent shall be entitled to file such Tax Return prior to the resolution and shall amend the Tax Return as necessary to reflect the decision of the accounting firm pursuant to this Section 7.4(b)(iii). Each of Seller and Parent shall pay one half of the accounting firm’s fees and expenses related to such resolution. (iv) Subject to Section 7.4(b)(v), the amount of Taxes allocable to the portion of the Straddle Period ending on (and including) the Closing Date shall (x) in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), be deemed to be the amount of such Tax for the entire Taxable Period multiplied by a fraction the numerator of which is the number of days in the Taxable Period ending on and including the Closing Date and the denominator of which is the number of days in the entire Taxable Period, and (y) in the case of any Tax not described in clause (x) above (such as Taxes based upon or related to income or receipts) be deemed to be equal to the amount which would be payable if the relevant Taxable Period ended on and included the Closing Date. (v) For the avoidance of doubt, the Parties agree that any Taxes imposed in connection with the Restructuring or the sale of the SMS Business pursuant to the Asset Purchase Agreement shall be treated as occurring in a Pre-Closing Tax Period or Periods to the portion of a Straddle Period ending on extent such Taxes are not reflected in the reserve for Tax liability shown in the Current Financial Statements, save and including except for the Closing Date and, subject to Section 7.4(d), Seller 1374 Tax which shall be responsible for the payment an obligation of and paid by Purchaser. All such Taxes. Any gain or loss recognized Returns shall be prepared in connection accordance with the Restructuring or the sale past practice of the SMS Business pursuant to the Asset Purchase Agreement shall be included in the consolidated U.S. federal income Tax Return of SunGard Capital and any consolidatedCotton Group Companies, affiliated, combined, or unitary Tax Returns for state and local income Taxes required to be filed by SunGard Capital or any of its Subsidiaries. (vi) Except as unless otherwise required by applicable law, neither Parent nor . "Pre-Closing Tax Period" shall ---------------------- mean any Company Entity shall, without the prior written consent of Seller, amend, refile or otherwise modify, or cause or permit an Affiliate to amend, refile or otherwise modify, any Tax election of Tax Return or Tax item that would be reflected on a Tax Return with respect to any taxable tax period (or portion thereof) ending on or before the Closing Date; and, with respect to a Tax period that begins on or before the Closing Date and ends thereafter, the portion of such tax period ending on the Closing Date. (viiiii) SellerFor purposes of calculating Taxes applicable to the Pre-Closing Tax Periods, Parent and the Company Entities agree that if any Company Entity is permitted but not required under applicable U.S. federal, state, or local or foreign income Tax Laws to treat the Closing Date as the last day of a Taxable Period, then Seller, Parent and the Company Entities shall treat such day as the last day of a Taxable Period under such applicable Tax Law. (viii) The Parties shall cooperate with each other in the filing amount of any Tax Returns (except Taxes based on the Cotton Group Companies' income or gross-receipts) owed shall be apportioned to Pre-Closing Tax Periods based on the number of days for the portion of the ending on and including the conduct Closing Date. Any allocation of income or deductions required to determine any audit Taxes based on the Cotton Group Companies' income or other proceeding. They each gross-receipts applicable to a Pre-Closing Tax Period shall make available such documents be made by means of a closing of the books and records of the Cotton Group Companies as are reasonably necessary to carry out of the intent close of this Section 7business on the Closing Date.

Tax Returns and Payment of Taxes. (i) To the extent permitted under applicable Tax Law, SunGard Capital Seller shall include the Company Entities, remit when due or cause the Company Entities to be includedremitted when due any amount of Taxes due in connection with the Purchased Assets and the Transferred Business Intellectual Property Rights for any taxable period or any portion thereof ending on or before the Closing Date. Seller shall duly file or cause to be duly filed, in (x) the consolidated U.S. federal income any Tax Returns of SunGard Capital for all Pre-Closing Tax Periods, and (y) to the extent consistent with past practice, consolidated, affiliated, combined, or unitary Tax Returns for state and local income Taxes Return required to be filed by SunGard Capital or in respect of any of its Subsidiaries for all Pre-Closing Tax Periods (all such Tax Returns in (x) and (y), which it is required to pay pursuant to the “SunGard Consolidated Tax Returns”)immediately preceding sentence. (ii) SunGard Capital Purchaser shall remit when due or cause to be remitted when due any amount of Taxes due in connection with the Purchased Assets and the Transferred Business Intellectual Property Rights for any taxable period or any portion thereof beginning after the Closing Date. Purchaser shall prepare and file, duly file or cause to be prepared and filed (x) all SunGard Consolidated duly filed, any Tax Returns, and (y) all other income or franchise or similar Tax Returns Return required to be filed after the date hereof by or with in respect to the Company Entities or the Business for any Pre-Closing Tax Period (all such Tax Returns in (x) and (y), the “Pre-Closing Tax Returns”), and the Seller shall pay, or cause to be paid in full, all Taxes with respect to such Pre-Closing Tax Returns to the applicable taxing authority. SunGard Capital shall prepare such Tax Returns in a manner consistent with past practice, except as required by applicable Law. All Pre-Closing Tax Returns shall be prepared in a manner consistent with the terms of the Asset Purchase Agreement and this Agreement (including the Merger Consideration and the Purchase Price (as defined in the Asset Purchase Agreement)), the IRS Ruling and the Company Stock Basis determined pursuant to Section 7.4(e)(i) (the “Transaction Filing Positions”). Seller shall provide each Pre-Closing Tax Return that relates to the Company Entities or the Business and, to the extent relevant to the Company, the relevant portion of each pro forma SunGard Consolidated Tax Return for the Company Entities to Parent for Parent’s review and comment no later than thirty (30) days prior to the due date for filing each such Pre-Closing Tax Return (including extensions validly obtained). Seller shall make such revisions to such Pre-Closing Tax Returns that relate to the Company Entities or the Business and the relevant portion of each SunGard Consolidated Tax Return as are reasonably requested by Parent no later than fifteen (15) days after receipt of the applicable Tax Return (or relevant portion of a Tax Return), to the extent such revisions are required to file consistently with the Transaction Filing Positions. Parent shall file, or shall cause the relevant Company Entity to file, any Tax Return prepared by Seller that Seller may not file and that Parent, or such Company Entity, which it is required to or authorized pay pursuant to file. Neither SunGard Capital nor any of its Affiliates shall file any amended Pre-Closing Tax Returns that takes a position inconsistent with the Transaction Filing Positions without the consent of Parentimmediately preceding sentence. (iii) Parent Purchaser shall prepare or cause to be prepared and file or cause to be filed any income Tax Returns with respect to the Company Entities or Purchased Assets and the Transferred Business Intellectual Property Rights for any taxable periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”). Each such Such Tax Return Returns shall be prepared or caused to be prepared by Purchaser consistent with the past practice practices and procedures of Seller for preparation of such Tax Returns. Purchaser shall submit drafts of such Tax Returns to Seller for approval by Seller no later than twenty (20) days prior to the date that such Tax Returns are required to be filed with the appropriate Governmental Authority, including extensions. In the event that Seller and Purchaser cannot reach agreement with respect to any items shown on such Tax Returns, a nationally recognized accounting firm mutually acceptable to Seller and Purchaser shall prepare the Tax Returns. The costs related to having the accounting firm prepare the Tax Returns shall be borne equally by Seller and Purchaser. Purchaser shall make no election (including, without limitations, an election under Section 338 of the Company Entities, unless such practice is not consistent Code) in connection with applicable Lawthe purchase of the shares of the Netherlands Subsidiary for any taxable period or portion thereof ending prior to the Closing Date or the portion of any Straddle Period ending on the Closing Date without the prior written consent of Seller. Seller shall pay to Parent at least five days prior to the due date for such Tax Return (taking into account extensions validly obtained), Purchaser an amount equal to the portion of the Taxes shown as due on such a Tax Return that approved by Seller which relates to the portion of such Straddle Period ending on (and including) the Closing Date after taking into account any payments of estimated Taxes previously paid promptly upon receiving notice from Purchaser that Seller is liable under this Section 6.12 for such portion. Parent shall Taxes but in no event later than five (x5) provide each such Business Days before the Tax Return reflecting such liability is required to Seller no later than thirty (30) days prior to the due date for filing such Tax Return (including extensions validly obtainedbe filed. For purposes of this Section 6.12(b)(iii), (y) permit Seller to review and comment on each such Tax Return and (z) with respect to any items on any such Tax Return that may affect Seller’s liability pursuant to Section 7.4, make such revisions to such Tax Return as are reasonably requested by Seller, to the extent such revisions are consistent with past practice and in accordance with applicable Law; provided, however, in the event case of any Taxes that Parent are imposed on a periodic basis and Seller are unable to resolve any dispute regarding any such requested revisions within fifteen (15) days following delivery payable for a Straddle Period, the portion of such Tax Return to Seller, Parent and Seller shall resolve such dispute by jointly requesting that a mutually acceptable accounting firm resolve such dispute before the due date of such Tax Return (including extensions validly obtained). The scope of such accounting firm’s resolution shall be limited to the disputed item or items. If the due date for any disputed Tax Return (including extensions validly obtained) is prior to the resolution of such dispute pursuant to this Section 7.4(b)(iii), Parent shall be entitled to file such Tax Return prior to the resolution and shall amend the Tax Return as necessary to reflect the decision of the accounting firm pursuant to this Section 7.4(b)(iii). Each of Seller and Parent shall pay one half of the accounting firm’s fees and expenses related to such resolution. (iv) Subject to Section 7.4(b)(v), the amount of Taxes allocable relates to the portion of the Straddle Period such taxable period ending on (and including) the Closing Date shall (x) in the case of any Taxes imposed on a periodic basis (such as real other than Taxes based upon or personal property Taxes)related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable Period taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable Period taxable period ending on and including the Closing Date and the denominator of which is the number of days in the entire Taxable Periodtaxable period, provided that appropriate adjustments shall be made for acquisitions and dispositions and other transactions not in the ordinary course of business, and (y) in the case of any Tax not described in clause (x) above (such as Taxes based upon or related to income or receipts) receipts be deemed to be equal to the amount which would be payable if the relevant Taxable Period taxable period ended on and included the Closing Date. Any credits relating to a Straddle Period shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the prior practice of Seller (except as otherwise required by Law). (viv) For the avoidance Seller and Purchaser shall allocate payment of doubt, the Parties agree that any property Taxes imposed payable in connection with the Restructuring or Purchased Assets and the sale Transferred Business Intellectual Property Rights as of the SMS Business pursuant Closing Date. Such allocation shall be made in a manner similar to the Asset Purchase Agreement shall be treated as occurring in a Pre-Closing Tax Period or the portion allocation of Taxes payable for a Straddle Period ending on and including the Closing Date and, subject to (as described in Section 7.4(d6.12(b)(iii)), Purchaser and Seller shall be responsible also cooperate with respect to the preparation and filing of any property Tax Returns in a manner similar to the procedure for the payment preparation and filing of such Taxes. Any gain or loss recognized in connection with the Restructuring or the sale of the SMS Business pursuant to the Asset Purchase Agreement shall be included in the consolidated U.S. federal income Tax Return of SunGard Capital and any consolidated, affiliated, combined, or unitary Tax Returns for state and local income Taxes required to be filed by SunGard Capital or any of its Subsidiariesa Straddle Period (as described in Section 6.12(b)(iii)). (vi) Except as required by law, neither Parent nor any Company Entity shall, without the prior written consent of Seller, amend, refile or otherwise modify, or cause or permit an Affiliate to amend, refile or otherwise modify, any Tax election of Tax Return or Tax item that would be reflected on a Tax Return with respect to any taxable period (or portion thereof) ending on or before the Closing Date. (vii) Seller, Parent and the Company Entities agree that if any Company Entity is permitted but not required under applicable U.S. federal, state, or local or foreign income Tax Laws to treat the Closing Date as the last day of a Taxable Period, then Seller, Parent and the Company Entities shall treat such day as the last day of a Taxable Period under such applicable Tax Law. (viii) The Parties shall cooperate with each other in the filing of any Tax Returns and the conduct of any audit or other proceeding. They each shall make available such documents as are reasonably necessary to carry out the intent of this Section 7.

Tax Returns and Payment of Taxes. (ia) To The Seller Representative, at the extent permitted under applicable Tax Lawcost of Sellers, SunGard Capital shall include the Company Entities, or cause the Company Entities to be included, in (x) the consolidated U.S. federal income Tax Returns of SunGard Capital for all Pre-Closing Tax Periods, and (y) to the extent consistent with past practice, consolidated, affiliated, combined, or unitary Tax Returns for state and local income Taxes required to be filed by SunGard Capital or any of its Subsidiaries for all Pre-Closing Tax Periods (all such Tax Returns in (x) and (y), the “SunGard Consolidated Tax Returns”). (ii) SunGard Capital shall prepare and file, or cause to be prepared and filed (x) all SunGard Consolidated Tax Returns, and (y) all other income or franchise or similar Tax Returns required to be filed after the date hereof by or with respect to the Company Entities or the Business for any Pre-Closing Tax Period (all such Tax Returns in (x) and (y), the “Pre-Closing Tax Returns”), and the Seller shall pay, or cause to be paid in full, all Taxes with respect to such Pre-Closing Tax Returns to the applicable taxing authority. SunGard Capital shall prepare such Tax Returns in a manner consistent with past practice, except as practices (unless otherwise required by applicable Law. All ) and in accordance with this Section 5.19 all Tax Returns of the Target Companies for all Tax periods ending on or before the Closing Date (“Pre-Closing Tax Returns Periods”) that have not been filed before the Closing Date. The Sellers shall be prepared responsible for any Taxes due in a manner consistent with the terms respect of the Asset Purchase Agreement and this Agreement (including the Merger Consideration and the Purchase Price (as defined in the Asset Purchase Agreement))such Tax Returns, the IRS Ruling and the Company Stock Basis determined pursuant to Section 7.4(e)(i) (the “Transaction Filing Positions”). Seller shall provide each Pre-Closing Tax Return that relates to the Company Entities or the Business and, except to the extent relevant such Taxes are included as liabilities in the determination of the Closing Statement (which Taxes Pubco shall pay or cause to be paid). The Seller Representative shall cause such Tax Returns to be delivered to the CompanyPurchaser Representative for comment and approval, the relevant portion of each pro forma SunGard Consolidated Tax Return for the Company Entities to Parent for Parent’s review and comment which approval shall not be unreasonably withheld, no later than thirty (30) days prior to the due date for filing each such Pre-Closing Tax Return (including extensions validly obtained). Seller shall make such revisions to such Pre-Closing Tax Returns that relate to the Company Entities or the Business and the relevant portion of each SunGard Consolidated Tax Return as are reasonably requested by Parent no later than fifteen (15) days after receipt of the applicable Tax Return (or relevant portion of a Tax Return), to the extent such revisions are required to file consistently with the Transaction Filing Positions. Parent shall file, or shall cause the relevant Company Entity to file, any Tax Return prepared by Seller that Seller may not file and that Parent, or such Company Entity, is required to or authorized to file. Neither SunGard Capital nor any of its Affiliates shall file any amended Pre-Closing Tax Returns that takes a position inconsistent with the Transaction Filing Positions without the consent of Parent. (iii) Parent shall prepare or cause to be prepared and file or cause to be filed any income Tax Returns with respect to the Company Entities or the Business for any Straddle Period. Each such Tax Return shall be prepared consistent with past practice of the Company Entities, unless such practice is not consistent with applicable Law. Seller shall pay to Parent at least five days prior to the due date for such Tax Return (taking into account any applicable extensions validly obtainedof time to file). All items of income, an amount equal gain, loss, deduction and credit of the Target Companies for Pre-Closing Tax Periods for which the applicable Target Company was classified as a partnership or disregarded entity for income tax purposes shall be included on the applicable Tax Returns of Sellers in accordance with applicable Law. (b) The Purchaser Representative, at the cost of Pubco, shall cause to be prepared and filed all Tax Returns of the Target Companies for all Tax periods beginning on or before and ending after the Closing Date (“Straddle Periods”). Sellers shall be liable for and shall pay to Pubco at least five (5) days prior to filing such Tax Returns all Taxes shown on such Tax Returns attributable to the portion of any such Straddle Periods ending on and including the Closing Date, except to the extent such Taxes shown are included TABLE OF CONTENTS​​​​ as due on liabilities in the determination of the Closing Statement (which Taxes Pubco shall pay or cause to be paid) (provided that nothing contained herein shall limit, alter, reduce or prohibit the rights of Sellers to dispute that such Taxes are payable or the amount thereof). The Purchaser Representative shall cause such Tax Return that relates Returns to be delivered to the portion of such Straddle Period ending on (Seller Representative for comment and including) the Closing Date after taking into account any payments of estimated Taxes previously paid for such portion. Parent approval, which approval shall (x) provide each such Tax Return to Seller not be unreasonably withheld, no later than thirty (30) days prior to the due date for filing any such Tax Return (including taking into account any applicable extensions validly obtainedof time to file), . (yc) permit The Seller Representative and the Purchaser Representative agree to work in good faith to resolve any issues and comments arising as a result of the review and comment on each such of Tax Return Returns under Sections 5.19(a) and (z) with respect b). If the Seller Representative and the Purchaser Representative are unable to agree on such resolution, the Seller Representative and the Purchaser Representative agree to refer any items on dispute regarding the preparation and filing of any such Tax Return that may affect Seller’s liability pursuant to Section 7.4, make such revisions to such Tax Return as are reasonably requested by Seller, to the extent such revisions are consistent with past practice and an Independent Expert for resolution in accordance with applicable Law; provided, however, in the event that Parent principles of Sections 1.16(b) and Seller are unable to resolve any dispute regarding any such requested revisions within fifteen (15) days following delivery of such Tax Return to Seller, Parent and Seller shall resolve such dispute by jointly requesting that a mutually acceptable accounting firm resolve such dispute before the due date of such Tax Return (including extensions validly obtainedc). The scope of such accounting firm’s resolution shall be limited to the disputed item or items. If the due date for any disputed Tax Return (including extensions validly obtained) is prior to the resolution of such dispute pursuant to this Section 7.4(b)(iii), Parent shall be entitled to file such Tax Return prior to the resolution and shall amend the Tax Return as necessary to reflect the decision of the accounting firm pursuant to this Section 7.4(b)(iii). Each of Seller and Parent shall pay one half of the accounting firm’s fees and expenses related to such resolution. (ivd) Subject to Section 7.4(b)(v)In the case of any Straddle Period of a Target Company, the amount of any Taxes of such Target Company allocable to the portion of the Straddle Period ending on (and including) including the Closing Date shall be: (xi) in the case of Taxes imposed based upon or measured by income or gross receipts, based on an interim closing of the books as of the end of the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which such Company holds a periodic basis (beneficial interest will be deemed to terminate at such as real or personal property Taxestime), and (ii) in the case of all other Taxes, will be deemed to be the amount of such Tax for the entire Taxable Period taxable period multiplied by a fraction fraction, the numerator of which is the number of days in the Taxable Straddle Period ending on and including the Closing Date and the denominator of which is the number of days in the entire Taxable Straddle Period, and (y) in the case of any Tax not described in clause (x) above (such as Taxes based upon or related to income or receipts) be deemed to be equal to the amount which would be payable if the relevant Taxable Period ended on and included the Closing Date. (v) For the avoidance of doubt, the Parties agree that any Taxes imposed in connection with the Restructuring or the sale of the SMS Business pursuant to the Asset Purchase Agreement shall be treated as occurring in a Pre-Closing Tax Period or the portion of a Straddle Period ending on and including the Closing Date and, subject to Section 7.4(d), Seller shall be responsible for the payment of such Taxes. Any gain or loss recognized in connection with the Restructuring or the sale of the SMS Business pursuant to the Asset Purchase Agreement shall be included in the consolidated U.S. federal income Tax Return of SunGard Capital and any consolidated, affiliated, combined, or unitary Tax Returns for state and local income Taxes required to be filed by SunGard Capital or any of its Subsidiaries. (vi) Except as required by law, neither Parent nor any Company Entity shall, without the prior written consent of Seller, amend, refile or otherwise modify, or cause or permit an Affiliate to amend, refile or otherwise modify, any Tax election of Tax Return or Tax item that would be reflected on a Tax Return with respect to any taxable period (or portion thereof) ending on or before the Closing Date. (vii) Seller, Parent and the Company Entities agree that if any Company Entity is permitted but not required under applicable U.S. federal, state, or local or foreign income Tax Laws to treat the Closing Date as the last day of a Taxable Period, then Seller, Parent and the Company Entities shall treat such day as the last day of a Taxable Period under such applicable Tax Law. (viii) The Parties shall cooperate with each other in the filing of any Tax Returns and the conduct of any audit or other proceeding. They each shall make available such documents as are reasonably necessary to carry out the intent of this Section 7.

Tax Returns and Payment of Taxes. (ia) To Seller Parent or Seller Parent's Group shall, to the extent permitted under applicable Tax by Applicable Law, SunGard Capital shall include the Company Entities, or cause the Company Entities to be included, Subject Companies in (x) the consolidated U.S. federal income Tax Returns of SunGard Capital and any combined, unitary or consolidated state and local Tax Returns filed by Seller Parent for all any Pre-Closing Tax Periods, and (y) Period. With respect to the extent consistent with past practice, consolidated, affiliated, combined, or unitary Tax Returns for state and local income Taxes Tax Returns required to be filed by SunGard Capital the Subject Companies after the Closing Date for Tax periods beginning before and ending after the Closing Date, Seller Parent or any Seller Parent's Group, or Purchaser or the Subject Companies, as the case may be, shall cause the Subject Companies to, when permitted by Applicable Law, elect to file a short-period Tax Return for the portion of its Subsidiaries for all Pre-such period which ends on the Closing Tax Periods (all such Tax Returns in (x) and (y), the “SunGard Consolidated Tax Returns”). (ii) SunGard Capital Date. Seller Parent or Seller Parent's Group shall prepare and fileprepare, or cause to be prepared and filed (x) all SunGard Consolidated such short-period Tax Returns. (b) Except to the extent that an election has been made to prepare a short-year Tax Return described in Section 10.3(a), Seller shall, or shall cause the Subject Companies, to prepare, submit to Purchaser (at least ninety days prior to the extended due date) for its review and approval, and (y) thereafter file all other income or franchise or similar state and local Tax Returns required to be filed by the Subject Companies after the date hereof by or with respect to the Company Entities or the Business Closing Date for any Pre-Closing Tax Period (all such Tax Returns in (x) and (y), the “Pre-Closing Tax Returns”), and the Seller shall pay, or cause to be paid in full, all Taxes with respect to such Pre-Closing Tax Returns to the applicable taxing authority. SunGard Capital shall prepare such Tax Returns in a manner consistent with past practice, except as required by applicable LawInterim Periods. All Pre-Closing Tax Returns such returns shall be prepared in on a manner basis consistent with the terms returns filed by or on behalf of the Asset Purchase Agreement and this Agreement (including the Merger Consideration and the Purchase Price (as defined in the Asset Purchase Agreement)), the IRS Ruling and the Company Stock Basis determined pursuant to Section 7.4(e)(i) (the “Transaction Filing Positions”). Seller shall provide each Pre-Closing Tax Return that relates to the Company Entities or the Business and, to the extent relevant to the Company, the relevant portion of each pro forma SunGard Consolidated Tax Return Subject Companies for the Company Entities to Parent for Parent’s review and comment no later than thirty preceding Tax period. (30c) days prior to the due date for filing each such Pre-Closing Tax Return (including extensions validly obtained). Seller shall make such revisions to such Pre-Closing Tax Returns that relate to the Company Entities or the Business and the relevant portion of each SunGard Consolidated Tax Return as are reasonably requested by Parent no later than fifteen (15) days after receipt of the applicable Tax Return (or relevant portion of a Tax Return), to the extent such revisions are required to file consistently with the Transaction Filing Positions. Parent shall filePurchaser shall, or shall cause the relevant Company Entity to fileSubject Companies to, any Tax Return prepared by Seller that Seller may not prepare and file and that Parent, or such Company Entity, is required to or authorized to file. Neither SunGard Capital nor any of its Affiliates shall file any amended Pre-Closing all Tax Returns that takes a position inconsistent with the Transaction Filing Positions without the consent of Parent. (iiiother than those referred to in Section 10.3(a) Parent shall prepare or cause to be prepared and file or cause Section 10.3(b)) required to be filed any income Tax Returns with respect to by the Company Entities or the Business for any Straddle Period. Each such Tax Return shall be prepared consistent with past practice of the Company Entities, unless such practice is not consistent with applicable Law. Seller shall pay to Parent at least five days prior to the due date for such Tax Return (taking into account extensions validly obtained), an amount equal to the portion of the Taxes shown as due on such Tax Return that relates to the portion of such Straddle Period ending on (and including) Subject Companies after the Closing Date for all Tax periods beginning after taking into account any payments of estimated Taxes previously paid for such portion. Parent shall (x) provide each such Tax Return to Seller no later than thirty (30) days prior to the due date for filing such Tax Return (including extensions validly obtained), (y) permit Seller to review and comment on each such Tax Return and (z) with respect to any items on any such Tax Return that may affect Seller’s liability pursuant to Section 7.4, make such revisions to such Tax Return as are reasonably requested by Seller, to the extent such revisions are consistent with past practice and in accordance with applicable Law; provided, however, in the event that Parent and Seller are unable to resolve any dispute regarding any such requested revisions within fifteen (15) days following delivery of such Tax Return to Seller, Parent and Seller shall resolve such dispute by jointly requesting that a mutually acceptable accounting firm resolve such dispute before the due date of such Tax Return (including extensions validly obtained). The scope of such accounting firm’s resolution shall be limited to the disputed item or items. If the due date for any disputed Tax Return (including extensions validly obtained) is prior to the resolution of such dispute pursuant to this Section 7.4(b)(iii), Parent shall be entitled to file such Tax Return prior to the resolution and shall amend the Tax Return as necessary to reflect the decision of the accounting firm pursuant to this Section 7.4(b)(iii). Each of Seller and Parent shall pay one half of the accounting firm’s fees and expenses related to such resolution. (iv) Subject to Section 7.4(b)(v), the amount of Taxes allocable to the portion of the Straddle Period ending on (and including) the Closing Date shall (x) in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), be deemed to be the amount of such Tax for the entire Taxable Period multiplied by a fraction the numerator of which is the number of days in the Taxable Period ending on and including the Closing Date and the denominator of which is the number of days in the entire Taxable Period, and (y) in the case of any Tax not described in clause (x) above (such as Taxes based upon or related to income or receipts) be deemed to be equal to the amount which would be payable if the relevant Taxable Period ended on and included the Closing Date. (vd) For Notwithstanding anything in any other agreement to the avoidance of doubtcontrary, the Parties agree that all liabilities and obligations between Seller Parent or any Taxes imposed in connection with the Restructuring or the sale members of the SMS Business pursuant Seller Parent's Group on the one hand, and the Subject Companies on the other hand, under any Tax allocation, Tax sharing, Tax reimbursement and similar agreements and arrangements in effect prior to the Asset Purchase Agreement shall be treated as occurring in a Pre-Closing Tax Period or the portion of a Straddle Period ending on and including the Closing Date and, subject to Section 7.4(d), Seller shall be responsible for the payment cease and terminate as of such Taxes. Any gain or loss recognized in connection with the Restructuring or the sale of the SMS Business pursuant to the Asset Purchase Agreement shall be included in the consolidated U.S. federal income Tax Return of SunGard Capital and any consolidated, affiliated, combined, or unitary Tax Returns for state and local income Taxes required to be filed by SunGard Capital or any of its Subsidiaries. (vi) Except as required by law, neither Parent nor any Company Entity shall, without the prior written consent of Seller, amend, refile or otherwise modify, or cause or permit an Affiliate to amend, refile or otherwise modify, any Tax election of Tax Return or Tax item that would be reflected on a Tax Return with respect to any taxable period (or portion thereof) ending on or before the Closing Date. (vii) Seller, Parent and the Company Entities agree that if any Company Entity is permitted but not required under applicable U.S. federal, state, or local or foreign income Tax Laws to treat the Closing Date as the last day of a Taxable Period, then Seller, Parent and the Company Entities shall treat such day as the last day of a Taxable Period under such applicable Tax Lawwill no longer be enforceable. (viii) The Parties shall cooperate with each other in the filing of any Tax Returns and the conduct of any audit or other proceeding. They each shall make available such documents as are reasonably necessary to carry out the intent of this Section 7.

Tax Returns and Payment of Taxes. (i) To the extent permitted under applicable Tax Law, SunGard Capital shall include the Company Entities, Seller or cause the Company Entities to be included, in (x) the consolidated U.S. federal income Tax Returns of SunGard Capital for all Pre-Closing Tax Periods, and (y) to the extent consistent with past practice, consolidated, affiliated, combined, or unitary Tax Returns for state and local income Taxes required to be filed by SunGard Capital or any of its Subsidiaries for all Pre-Closing Tax Periods (all such Tax Returns in (x) and (y), the “SunGard Consolidated Tax Returns”). (ii) SunGard Capital Seller's designee shall prepare and filetimely file or shall cause to be prepared and timely filed all Returns of the Corporation for tax periods ending on or before the Second Closing Date ("Seller Returns"), -------------- and shall pay or shall cause to be paid any and all Taxes due with respect to such Returns. Seller shall have the exclusive authority and obligation to prepare or cause to be prepared all Seller Returns. Such authority shall include the determination of the manner in which any items of income, gain, deduction, loss or credit arising out of the income, properties and filed (x) all SunGard Consolidated Tax operations of the Corporation shall be reported or disclosed in such Seller Returns; provided, and (y) all other income or franchise or similar Tax however, that such Returns required to shall be filed after the date hereof prepared by or with respect to the Company Entities or the Business for any Pre-Closing Tax Period (all treating items on such Tax Returns in (x) and (y), the “Pre-Closing Tax Returns”), and the Seller shall pay, or cause to be paid in full, all Taxes with respect to such Pre-Closing Tax Returns to the applicable taxing authority. SunGard Capital shall prepare such Tax Returns in a manner consistent with past practicepractice with respect to such items, except as unless otherwise required by applicable Lawlaw. All Pre-If any such Seller Returns are due after the Initial Closing Tax Returns shall be prepared in a manner consistent with the terms of the Asset Purchase Agreement Date and this Agreement (including the Merger Consideration and the Purchase Price (as defined in the Asset Purchase Agreement))Seller is not authorized by law to file such Seller Returns, the IRS Ruling and the Company Stock Basis determined pursuant to Section 7.4(e)(i) (the “Transaction Filing Positions”). Seller shall provide each Pre-Closing Tax Return that relates submit drafts of such Seller Returns to the Company Entities or the Business and, to the extent relevant to the Company, the relevant portion of each pro forma SunGard Consolidated Tax Return Purchaser for the Company Entities to Parent for Parent’s its review and comment no later than thirty (30) at least 30 days prior to the due date of any such Return. Such drafts of Seller Returns shall be subject to Purchaser's review and approval, which approval shall not be unreasonably withheld, and Purchaser shall timely file, or cause to be timely filed, such Seller Returns with the appropriate taxing authority. (ii) Purchaser shall prepare (or cause to be prepared), execute, and timely file all Returns of the Corporation that are not Seller Returns, and shall pay (or cause to be paid) all Taxes to which such Returns relate for filing each all periods covered by such Returns. All such Returns shall be prepared in accordance with the past practice of the Corporation, unless otherwise required by applicable law. "Pre-Closing Tax Return (including extensions validly obtained). Seller Period" shall make such revisions to such Pre-Closing Tax Returns that relate to the Company Entities or the Business and the relevant portion of each SunGard Consolidated Tax Return as are reasonably requested by Parent no later than fifteen (15) days after receipt of the applicable Tax Return (or relevant portion of a Tax Return), to the extent such revisions are required to file consistently with the Transaction Filing Positions. Parent shall file, or shall cause the relevant Company Entity to file, mean any Tax Return prepared by Seller that Seller may not file and that Parent, or such Company Entity, is required to or authorized to file. Neither SunGard Capital nor any of its Affiliates shall file any amended Pre-Closing Tax Returns that takes a position inconsistent with the Transaction Filing Positions without the consent of Parent. (iii) Parent shall prepare or cause to be prepared and file or cause to be filed any income Tax Returns with respect to the Company Entities or the Business for any Straddle Period. Each such Tax Return shall be prepared consistent with past practice of the Company Entities, unless such practice is not consistent with applicable Law. Seller shall pay to Parent at least five days prior to the due date for such Tax Return (taking into account extensions validly obtained), an amount equal to the portion of the Taxes shown as due on such Tax Return that relates to the portion of such Straddle Period ending on (and including) the Closing Date after taking into account any payments of estimated Taxes previously paid for such portion. Parent shall (x) provide each such Tax Return to Seller no later than thirty (30) days prior to the due date for filing such Tax Return (including extensions validly obtained), (y) permit Seller to review and comment on each such Tax Return and (z) with respect to any items on any such Tax Return that may affect Seller’s liability pursuant to Section 7.4, make such revisions to such Tax Return as are reasonably requested by Seller, to the extent such revisions are consistent with past practice and in accordance with applicable Law; provided, however, in the event that Parent and Seller are unable to resolve any dispute regarding any such requested revisions within fifteen (15) days following delivery of such Tax Return to Seller, Parent and Seller shall resolve such dispute by jointly requesting that a mutually acceptable accounting firm resolve such dispute before the due date of such Tax Return (including extensions validly obtained). The scope of such accounting firm’s resolution shall be limited to the disputed item or items. If the due date for any disputed Tax Return (including extensions validly obtained) is prior to the resolution of such dispute pursuant to this Section 7.4(b)(iii), Parent shall be entitled to file such Tax Return prior to the resolution and shall amend the Tax Return as necessary to reflect the decision of the accounting firm pursuant to this Section 7.4(b)(iii). Each of Seller and Parent shall pay one half of the accounting firm’s fees and expenses related to such resolution. (iv) Subject to Section 7.4(b)(v), the amount of Taxes allocable to the portion of the Straddle Period ending on (and including) the Closing Date shall (x) in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), be deemed to be the amount of such Tax for the entire Taxable Period multiplied by a fraction the numerator of which is the number of days in the Taxable Period ending on and including the Closing Date and the denominator of which is the number of days in the entire Taxable Period, and (y) in the case of any Tax not described in clause (x) above (such as Taxes based upon or related to income or receipts) be deemed to be equal to the amount which would be payable if the relevant Taxable Period ended on and included the Closing Date. (v) For the avoidance of doubt, the Parties agree that any Taxes imposed in connection with the Restructuring or the sale of the SMS Business pursuant to the Asset Purchase Agreement shall be treated as occurring in a Pre-Closing Tax Period or the portion of a Straddle Period ending on and including the Closing Date and, subject to Section 7.4(d), Seller shall be responsible for the payment of such Taxes. Any gain or loss recognized in connection with the Restructuring or the sale of the SMS Business pursuant to the Asset Purchase Agreement shall be included in the consolidated U.S. federal income Tax Return of SunGard Capital and any consolidated, affiliated, combined, or unitary Tax Returns for state and local income Taxes required to be filed by SunGard Capital or any of its Subsidiaries. (vi) Except as required by law, neither Parent nor any Company Entity shall, without the prior written consent of Seller, amend, refile or otherwise modify, or cause or permit an Affiliate to amend, refile or otherwise modify, any Tax election of Tax Return or Tax item that would be reflected on a Tax Return with respect to any taxable ---------------------- tax period (or portion thereof) ending on or before the Initial Closing Date; and, with respect to a Tax period that begins on or before the Initial Closing Date and ends thereafter, the portion of such tax period ending on the Closing Date. (vii) Seller, Parent and the Company Entities agree that if any Company Entity is permitted but not required under applicable U.S. federal, state, or local or foreign income Tax Laws to treat the Closing Date as the last day of a Taxable Period, then Seller, Parent and the Company Entities shall treat such day as the last day of a Taxable Period under such applicable Tax Law. (viii) The Parties shall cooperate with each other in the filing of any Tax Returns and the conduct of any audit or other proceeding. They each shall make available such documents as are reasonably necessary to carry out the intent of this Section 7.