Common use of Tax Returns; Cooperation Clause in Contracts

Tax Returns; Cooperation. (a) To the extent the Company is treated as a partnership for federal income Tax purposes at the time of the Closing, the Seller shall prepare, or cause to be prepared, utilizing a nationally recognized accounting firm as a signing tax return preparer, the IRS Form 1065 (or similar form for state and local Tax purposes) and all other income Tax Returns of the Company for any taxable period ending on (or including) the Closing Date (collectively, the “Seller Prepared Returns”), including an election under Section 754 of the Code (a “Section 754 Election”) for the year including the Closing Date. At least thirty (30) days prior to the due date of any Seller Prepared Return due after the Closing Date that needs to be filed by the Company, the Seller shall submit such Seller Prepared Return to the Purchaser for the Purchaser’s review and comment (and the Seller shall consider Purchaser’s comments in good faith for purposes of preparing such Seller Prepared Return). The Purchaser shall cause the Company to sign and timely file the Seller Prepared Return in the form submitted by the Seller. (b) Subject to the last sentence of this Section 8.13(b), the Purchaser and the Seller agree to furnish or cause to be furnished to each other, upon written request, as promptly as practicable, such information and assistance relating to the Company and its Subsidiaries for taxable periods ending on (or including) the Closing Date (including access to books and records) as is reasonably necessary for the filing of all Tax Returns, the making of any election relating to Taxes, the preparation for any audit by any Governmental Entity, and the prosecution or defense of any claim, suit or proceeding relating to any Tax. The Seller and the Purchaser shall cooperate with each other fully, as and to the extent reasonably requested by the other party, in the conduct of any audit or other proceeding relating to the Company and its Subsidiaries for taxable periods ending on (or including) the Closing Date. Notwithstanding anything to the contrary herein, except to the extent solely relating to the Company and its Subsidiaries, the Seller and its Affiliates shall not be required at any time to provide to the Purchaser any right to access or to review any Tax Return or Tax work papers of the Seller, the Affiliated Group of which the Seller is the common parent, or any Affiliate of Seller. (c) The Purchaser acknowledges and agrees that the Seller may request that the Purchaser cooperate in good faith with the Seller to take such actions as are reasonably necessary to cause, to the extent permitted by applicable Law, the deemed sale of the qualifying assets owned by the Company and/or its Subsidiaries on the Closing Date to be part of a like-kind exchange under Section 1031 of the Code (a “Like-Kind Exchange”) with respect to the Seller; provided that (i) the Purchaser shall not be required to acquire title to any property or otherwise assume any liability which it would not otherwise acquire or assume in connection with the purchase and sale of the Membership Interests contemplated by this Agreement absent such exchange and such exchange shall in no way result in the Purchaser not obtaining any and all assets that it would otherwise obtain directly or indirectly absent such exchange, (ii) the Purchaser shall not incur any unreimbursed cost, expense or liability in connection with such exchange that the Purchaser would not otherwise incur absent such exchange, and (iii) no dates in this Agreement will be extended or otherwise modified as a result of an exchange contemplated under this Section 8.13(c) unless consented to by the Purchaser in writing and, for the avoidance of doubt, the Seller shall not have the right to delay or postpone the Closing with a purpose to facilitate a Like-Kind Exchange without the written consent of the Purchaser. (d) Any and all existing Tax Sharing Agreements of the Company will be terminated as of the day immediately preceding the Closing Date. From and after the Closing Date, neither the Company nor any Subsidiary will have any payment or other obligation under any Tax Sharing Agreement for any taxable period have any further rights or liabilities thereunder.

Tax Returns; Cooperation. (a) To If Sellers' Representative determines that Holdings or any of its Subsidiaries is entitled to file or make a formal or informal claim for refund or an amended Return providing for a refund with respect to a Pre-Closing Tax Period or Straddle Tax Period, Sellers' Representative shall be entitled to cause Holdings to file or make such claim or amended Return on behalf of Holdings or any of its Subsidiaries, as applicable, and shall be entitled to control the extent prosecution of such refund claims, unless counsel for Purchaser determines that no reasonable basis exists for such claim or amended Return or such claim for refund or amended return would have an adverse tax consequence with respect to a tax period other than the Company is treated as a partnership for federal income Pre-Closing Tax purposes at the time Period or pre-closing portion of the Closing, the Seller Straddle Tax Period. (b) Purchaser shall prepare, timely file or cause to be prepared, utilizing filed when due (taking into account all extensions properly obtained) all Returns with respect to a nationally recognized accounting firm as Pre-Closing Tax Period and a signing tax return preparer, the IRS Form 1065 (Straddle Tax Period that are required to be filed by or similar form for state with respect to Holdings and local Tax purposes) and all other income Tax Returns of the Company for any taxable period ending on (or including) the Closing Date (collectively, the “Seller Prepared Returns”), including an election under Section 754 of the Code (a “Section 754 Election”) for the year including each Subsidiary after the Closing Date. At Such Returns shall be prepared in a manner consistent with past practice (except to the extent counsel for Purchaser determines that such positions more likely than not cannot be sustained or a Return cannot be so prepared and filed or an item so reported without being subject to penalties). Such portion of the Returns relating to Holdings shall be submitted to the Sellers' Representative (together with schedules, statements and, to the extent required by such other party, supporting documentation) at least thirty forty (3040) days prior to the due date (including extensions) of such Return. If the Sellers' Representative objects to any item on any such Return, it shall, within ten (10) days after delivery of such Return, notify Purchaser 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, Purchaser and the Sellers' Representative shall negotiate in good faith and use their best efforts to resolve such items. If Purchaser and the Sellers' Representative are unable to reach such agreement within five (5) days after receipt by Purchaser of such notice, the disputed items shall be resolved by a final determination of the Accounting Firm. (c) No Seller shall be liable for any damages incurred if such damages result from any Return described in this Section 10.2 being prepared in a manner not reasonably consistent with past practice (subject to the limitations discussed in Section 10.2(b)). (d) To the extent Holdings has Knowledge of the commencement or scheduling of any Seller Prepared Return Tax audit, the assessment of any Tax, the issuance of any notice of Tax due after or any bxxx for collection of any Tax due or the commencement or scheduling of any other administrative or judicial proceeding with respect to the determination, assessment or collection of any Tax of Holdings or any of its Subsidiaries, Holdings shall provide prompt notice to Purchaser of such matter, setting forth information (to the extent known) describing any asserted Tax liability in reasonable detail and including copies of any notice or other documentation received from the applicable tax authority with respect to such matter. (e) For purposes of this Agreement, whenever it is necessary to determine the responsibility for Taxes of Holdings or a Subsidiary for a Straddle Tax Period, the determination of the Taxes of Holdings or such Subsidiary for the portion of the Straddle Tax Period ending on and including, and the portion of the Straddle Tax Period beginning after, the Closing Date shall be determined by assuming that needs to be filed by the CompanyStraddle Tax Period consisted of two taxable years or periods, one which ended at the Seller shall submit close 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 Holdings or such Seller Prepared Return to the Purchaser Subsidiary for the Purchaser’s review and comment (and Straddle Tax Period shall be allocated between such two taxable years or periods on a "closing of the Seller shall consider Purchaser’s comments in good faith for purposes books basis" by assuming that the books of preparing Holdings or such Seller Prepared Return). The Purchaser shall cause Subsidiary were closed at the Company to sign and timely file close of the Seller Prepared Return in the form submitted by the SellerClosing Date. (bf) Subject to the last sentence of this Section 8.13(b), the Purchaser and the Seller Sellers agree to furnish or cause to be furnished to each other, upon written request, as promptly as practicablein a timely manner, such information and assistance relating to the Company and its Subsidiaries for taxable periods ending on (or including) the Closing Date (including access to books and records) and assistance relating to Holdings or any of its Subsidiaries as is reasonably necessary for the filing of all Tax Returnsany Return, for the making preparation of any election relating to Taxes, the preparation for any audit by any Governmental Entityaudit, and for the prosecution or defense of any claim, suit or proceeding relating to any Tax. The Seller proposed adjustment. (g) Purchaser and the Purchaser Sellers shall cooperate with each other fully, as and to the extent reasonably requested by the other party, in the conduct of any audit or other proceeding relating to the Company and proceedings involving Holdings or any of its Subsidiaries for taxable periods ending on (or including) the Closing Date. Notwithstanding anything to the contrary herein, except to the extent solely relating to the Company and its Subsidiaries, the Seller and its Affiliates shall not be required at any time to provide to the Purchaser any right to access or to review any Tax Return or Tax work papers purposes and each shall execute and deliver such powers of the Seller, the Affiliated Group of which the Seller is the common parent, or any Affiliate of Seller. (c) The Purchaser acknowledges attorney and agrees that the Seller may request that the Purchaser cooperate in good faith with the Seller to take such actions other documents as are reasonably necessary to cause, to carry out the extent permitted by applicable Law, the deemed sale intent of the qualifying assets owned by the Company and/or its Subsidiaries on the Closing Date to be part of a like-kind exchange under Section 1031 of the Code (a “Like-Kind Exchange”) with respect to the Seller; provided that (i) the Purchaser shall not be required to acquire title to any property or otherwise assume any liability which it would not otherwise acquire or assume in connection with the purchase and sale of the Membership Interests contemplated by this Agreement absent such exchange and such exchange shall in no way result in the Purchaser not obtaining any and all assets that it would otherwise obtain directly or indirectly absent such exchange, (ii) the Purchaser shall not incur any unreimbursed cost, expense or liability in connection with such exchange that the Purchaser would not otherwise incur absent such exchange, and (iii) no dates in this Agreement will be extended or otherwise modified as a result of an exchange contemplated under this Section 8.13(c) unless consented to by the Purchaser in writing and, for the avoidance of doubt, the Seller shall not have the right to delay or postpone the Closing with a purpose to facilitate a Like-Kind Exchange without the written consent of the Purchaser10.2(g). (d) Any and all existing Tax Sharing Agreements of the Company will be terminated as of the day immediately preceding the Closing Date. From and after the Closing Date, neither the Company nor any Subsidiary will have any payment or other obligation under any Tax Sharing Agreement for any taxable period have any further rights or liabilities thereunder.

Tax Returns; Cooperation. (a) To Except for the extent Company’s 2007 Tax Return (which the Company is treated as a partnership Stockholder Representative shall be responsible for federal income Tax purposes at the time of the Closingpreparing and filing consistent with prior tax treatments), the Seller Parent shall preparebe responsible for preparing and filing, or cause causing the Surviving Corporation to be preparedprepare and file, utilizing a nationally recognized accounting firm as a signing tax return preparer, the IRS Form 1065 (or similar form for state and local Tax purposes) and all other income Tax Returns of the Company or the Surviving Corporation and their Subsidiaries required to be filed after the Closing Date. With respect to Tax Returns for any taxable period ending on (or including) before the Closing Date or any period that begins before the Closing Date and ends after the Closing Date (collectively, the a “Seller Prepared ReturnsStraddle Period”), including the Parent shall cause the Surviving Corporation to provide to the Stockholder Representative a copy of such completed Tax Returns and a statement signed by an election under officer of Parent or the Surviving Corporation (with which the Parent will make available supporting schedules and information) stating that the amount of Tax shown on such Tax Return is properly allocable to the Stockholders pursuant to Section 754 9.1(f) and such Tax Return was prepared in a manner consistent with the prior practice of the Code (a “Section 754 Election”) for Company and the year including Subsidiaries to the Closing Dateextent permitted by the Code, Treasury Regulations or other Governmental Authority. At Such Tax Returns and the officer's statement shall be provided to the Stockholder Representative at least thirty (30) days Business Days prior to the due date (including any extension thereof) for filing of any Seller Prepared Return due after the Closing Date that needs to be filed by the Company, the Seller shall submit such Seller Prepared Return to the Purchaser for the Purchaser’s review and comment (and the Seller shall consider Purchaser’s comments in good faith for purposes of preparing such Seller Prepared Tax Return). The Purchaser shall cause the Company to sign and timely file the Seller Prepared Return in the form submitted by the Seller. (b) Subject Parent shall, with respect to any Tax Return which Parent is responsible under Section 9.1(a) for preparing and filing, make the Tax Return and related Tax work papers available for review by the Stockholder Representative. Parent shall deliver such Tax Return and related Tax work papers to the last sentence Stockholder Representative no later than thirty (30) Business Days before the due date for filing such Tax Return (including any extension thereof). If, within ten (10) Business Days of such delivery, the Stockholder Representative shall deliver to Parent a written statement describing the Stockholder Representative's objections to such Tax Return and all grounds therefor, and the parties are unable to resolve such objections within the fifteen (15) Business Day period prior to filing such Tax Return, such Tax Return shall be filed as prepared by Parent, and any remaining disputes with respect thereto shall be resolved by the Arbitrating Accounting Firm as provided in Section 9.1(c). (c) The Arbitrating Accounting Firm shall be instructed to resolve any disputes referred to it pursuant to Section 9.1(b) within ten (10) Business Days after such referral. Such resolution shall be in favor of the party whose position the Arbitrating Accounting Firm concludes is supported by the “more substantial authority” with respect to each item in question. The resolution of disputes by the Arbitrating Accounting Firm shall be set forth in writing, shall state that there is “more substantial authority” for the position taken by the prevailing party, shall describe its comparison of substantial authority between the parties, and shall be conclusive and binding upon all parties; and the parties shall join in the execution and cooperate in the filing of any amended Tax Return as shall be necessary to implement such resolution. The fees and expenses of the Arbitrating Accounting Firm shall be apportioned by the Arbitrating Accounting Firm based on the degree to which each party's claims were unsuccessful and shall be paid by the parties in accordance with such determination. For example, if pursuant to this Section 8.13(b9.1(c) the Stockholder Representative submitted an objection affecting the amount of Tax due in the amount of $10,000 and prevailed as to $4,500 of the amount, then Parent would bear 45% of the fees and expenses of the Arbitrating Accounting Firm and the Stockholders would bear 55% of the fees and expenses of the Arbitrating Accounting Firm. (d) The Buyer Indemnified Parties shall be entitled to collect from the Stockholders the amount of any and all Damages, including without limitation Taxes (whether or not resulting from or related to any tax audit, and regardless of whether such tax audit is disclosed on any Schedule hereto), attorneys’, accountants’ and experts’ fees and disbursements (all herein referred to as “Tax-Related Losses”) resulting from: (i) any claims by any taxing authority or amounts shown on any Tax Return, except for amounts included in the Purchaser and calculation of Closing Net Working Capital, for (A) any Taxes of the Seller agree Company or the Surviving Corporation or their Subsidiaries allocable to furnish any period ending on or cause prior to be furnished the Closing Date or allocable to each other, upon written request, as promptly as practicable, such information and assistance relating any Straddle Period for the portion of the Straddle Period allocable to the Company and its or the Surviving Corporation or their Subsidiaries for taxable periods ending on (or including) prior to the Closing Date and (including access B) any Taxes pursuant to books and recordsTreasury Regulations Section 1.1502-6 or any analogous or similar state, local, or other foreign law or regulation, of the Company or the Surviving Corporation or their Subsidiaries or any corporation that is or was a member of an Affiliated Group of which the Company or any Subsidiary was or is a member prior to the Closing Date; (ii) as is reasonably necessary for the filing of all Tax Returns, the making any inaccuracy in or breach of any election relating representation or warranty contained in Section 3.17; and (iii) any liability for withholding Taxes related to Taxesthe Merger. (e) Payment for Tax-Related Losses to any Buyer Indemnified Party under this Section 9.1 shall be made in accordance with the provisions of Article 8. (f) Taxes for a Straddle Period shall be allocated as follows: any Tax based directly or indirectly on income or receipts and any credits, the preparation for any audit by any Governmental Entity, and the prosecution losses or defense of any claim, suit or proceeding relating deductions available with respect to any Tax. The Seller , shall be allocated by assuming that the relevant taxable period ended on the Closing Date, and any other Tax shall be allocated based on a fraction, the numerator of which is the number of days in the taxable period ending on the Closing Date and the Purchaser denominator of which is the total number of days in the taxable period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall cooperate be prorated based upon the method employed in this paragraph, taking into account the type of Tax to which the refund relates. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with the prior practice of the Company and the Subsidiaries. (g) The Stockholder Representative and Parent shall provide each other fully, with such cooperation and information as and to the extent either of them reasonably requested by may request of the other party(and Parent shall cause the Company and the Surviving Corporation and their Subsidiaries to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in the conduct of or conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to the Company rulings or other determinations by taxing authorities. The Stockholder Representative and its Subsidiaries for taxable periods ending Parent shall make themselves (and their respective employees) reasonably available on (a mutually convenient basis to provide explanations of any documents or including) the Closing Dateinformation provided under this Section 9.1(g). Notwithstanding anything to the contrary herein, the Surviving Corporation shall retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the Company or the Surviving Corporation or their Subsidiaries for any taxable period that includes the date of the Closing and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (ii) six (6) years following the due date (without extension) for such Tax Returns. After such time, before the Surviving Corporation shall dispose of any such documents in its possession (or in the possession of its Affiliates), the Stockholder Representative and Parent shall be given an opportunity, after ninety (90) days prior written notice, to remove and retain all or any part of such documents as such party may select (at such party’s expense). Any information obtained under this Section 9.1(g) shall be kept confidential, except to as may be otherwise necessary in connection with the extent solely relating filing of Tax Returns or claims for refund or in conducting an audit or other proceeding. (h) All tax-sharing agreements or arrangements with respect to the Company and its Subsidiaries, the Seller and its Affiliates Subsidiaries shall not be required at any time to provide to the Purchaser any right to access or to review any Tax Return or Tax work papers of the Seller, the Affiliated Group of which the Seller is the common parent, or any Affiliate of Seller. (c) The Purchaser acknowledges and agrees that the Seller may request that the Purchaser cooperate in good faith with the Seller to take such actions as are reasonably necessary to cause, to the extent permitted by applicable Law, the deemed sale of the qualifying assets owned by the Company and/or its Subsidiaries on the Closing Date to be part of a like-kind exchange under Section 1031 of the Code (a “Like-Kind Exchange”) with respect to the Seller; provided that (i) the Purchaser shall not be required to acquire title to any property or otherwise assume any liability which it would not otherwise acquire or assume in connection with the purchase and sale of the Membership Interests contemplated by this Agreement absent such exchange and such exchange shall in no way result in the Purchaser not obtaining any and all assets that it would otherwise obtain directly or indirectly absent such exchange, (ii) the Purchaser shall not incur any unreimbursed cost, expense or liability in connection with such exchange that the Purchaser would not otherwise incur absent such exchange, and (iii) no dates in this Agreement will be extended or otherwise modified as a result of an exchange contemplated under this Section 8.13(c) unless consented to by the Purchaser in writing and, for the avoidance of doubt, the Seller shall not have the right to delay or postpone the Closing with a purpose to facilitate a Like-Kind Exchange without the written consent of the Purchaser. (d) Any and all existing Tax Sharing Agreements of the Company will be terminated as of the day immediately preceding the Closing Date. From , and after the Closing Date, neither Date the Company nor any Subsidiary will and its Subsidiaries shall not be bound thereby or have any payment or other obligation under any Tax Sharing Agreement for any taxable period have any further rights or liabilities liability thereunder.

Tax Returns; Cooperation. (a) To the extent the Company is treated as a partnership for federal income Tax purposes at the time of the ClosingThe Parents, the Seller shall prepare, or cause to be prepared, utilizing a nationally recognized accounting firm as a signing tax return preparer, the IRS Form 1065 (or similar form for state CheckFree and local Tax purposes) and all other income Tax Returns of the Company for any taxable period ending on (or including) the Closing Date (collectively, the “Seller Prepared Returns”), including an election under Section 754 of the Code (a “Section 754 Election”) for the year including the Closing Date. At least thirty (30) days prior to the due date of any Seller Prepared Return due after the Closing Date that needs to be filed by the Company, the Seller shall submit such Seller Prepared Return to the Purchaser for the Purchaser’s review and comment (and the Seller shall consider Purchaser’s comments in good faith for purposes of preparing such Seller Prepared Return). The Purchaser shall cause the Company to sign and timely file the Seller Prepared Return in the form submitted by the Seller. (b) Subject to the last sentence of this Section 8.13(b), the Purchaser and the Seller agree to furnish or cause to be furnished to each other, upon written request, as promptly as practicable, such information and assistance relating to the Company and its Subsidiaries for taxable periods ending on (or including) the Closing Date (including access to books and records) as is reasonably necessary for the filing of all Tax Returns, the making of any election relating to Taxes, the preparation for any audit by any Governmental Entity, and the prosecution or defense of any claim, suit or proceeding relating to any Tax. The Seller and the Purchaser shall HoldCo will cooperate with each other fullyand provide such information as any party hereto may require in order to file any return to determine Tax liability or a right to a Tax refund or to conduct a Tax audit or other Tax proceeding. Such cooperation shall include, but not be limited to, making employees available on a mutually convenient basis to explain any documents or information provided hereunder or otherwise as and to the extent reasonably requested by the other party, required in the conduct of any audit or other proceeding. In the event that HoldCo or CheckFree receives notice of a Tax audit or other Tax proceeding relating to the Company TransPoint Entities that would reasonably be expected to adversely affect the Tax liability of the Parents with respect to any pre-Closing period, CheckFree or HoldCo shall, promptly upon receipt of notice of such Tax audit or other Tax proceeding, notify the Parents of such Tax audit or other Tax proceeding and its Subsidiaries permit the Parents to participate in the resolution of such Tax audit or other Tax proceeding, to the extent applicable to pre-Closing periods. In the event that the Parents receive notice of a Tax audit or other Tax proceeding relating to the TransPoint Entities that would reasonably be expected to adversely affect the Tax liability of the TransPoint Entities with respect to any post-Closing period, the Parents shall, promptly upon receipt of notice of such Tax audit or other Tax proceeding, notify HoldCo of such Tax audit or other Tax proceeding and permit HoldCo to participate in the resolution of such Tax audit or other Tax proceeding, to the extent applicable to post-Closing periods. The Parents and CheckFree will retain until the expiration of any applicable statutes of limitations (including any extensions thereof) all Tax Returns, schedules and workpapers and all other material records or documents relating to Merger Sub C, HoldCo and the TransPoint Entities for taxable all Tax periods through the first Tax period ending on (or including) after the Closing Date. Notwithstanding anything At the expiration of such statutory period (including any extensions thereof), each party shall have the right to dispose of any such Tax Returns and other documents or records on thirty (30) days written notice to the contrary hereinother party. Any information, documents or records obtained under this Section 8.16 shall be kept confidential, except to the extent solely relating to the Company and its Subsidiaries, the Seller and its Affiliates shall not as may be required at any time to provide to the Purchaser any right to access or to review any Tax Return or Tax work papers of the Seller, the Affiliated Group of which the Seller is the common parent, or any Affiliate of Seller. (c) The Purchaser acknowledges and agrees that the Seller may request that the Purchaser cooperate in good faith with the Seller to take such actions as are reasonably otherwise necessary to cause, to the extent permitted by applicable Law, the deemed sale of the qualifying assets owned by the Company and/or its Subsidiaries on the Closing Date to be part of a like-kind exchange under Section 1031 of the Code (a “Like-Kind Exchange”) with respect to the Seller; provided that (i) the Purchaser shall not be required to acquire title to any property or otherwise assume any liability which it would not otherwise acquire or assume in connection with the purchase and sale filing of the Membership Interests contemplated by this Agreement absent such exchange and such exchange shall Tax Returns or claims for refund or in no way result in the Purchaser not obtaining any and all assets that it would otherwise obtain directly or indirectly absent such exchange, (ii) the Purchaser shall not incur any unreimbursed cost, expense or liability in connection with such exchange that the Purchaser would not otherwise incur absent such exchange, and (iii) no dates in this Agreement will be extended or otherwise modified as a result of conducting an exchange contemplated under this Section 8.13(c) unless consented to by the Purchaser in writing and, for the avoidance of doubt, the Seller shall not have the right to delay or postpone the Closing with a purpose to facilitate a Like-Kind Exchange without the written consent of the Purchaser. (d) Any and all existing Tax Sharing Agreements of the Company will be terminated as of the day immediately preceding the Closing Date. From and after the Closing Date, neither the Company nor any Subsidiary will have any payment audit or other obligation under any Tax Sharing Agreement for any taxable period have any further rights or liabilities thereunderproceeding.