Common use of Tax Returns, Elections, etc Clause in Contracts

Tax Returns, Elections, etc. (a) Arcelor shall have the exclusive authority and obligation on behalf of the Group Members to prepare, execute and timely file, or cause to be prepared, executed and timely filed, all Tax Returns that are due on or before the Closing Date. Arcelor will not amend, and will not permit any Group Member to amend, any of the Group Members’ Tax Returns after the date hereof without Noble’s written consent (which consent shall not be withheld unless the amendment would subject Noble to an actual or contingent Tax not indemnified by Arcelor or to an indemnity claim under this Agreement). (b) Except as provided in Section 15.2(a), Noble shall have the exclusive authority and obligation to prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of or relating to the Group Members required to be filed after the Closing Date. Any such Tax Return prepared by Noble with respect to a pre-Closing period shall be prepared by treating items on such Tax Return in a manner consistent with the prior practice and positions of the relevant Person(s) unless such treatment is no longer permitted by applicable law. Noble will not amend, and will not cause any Group Member to amend, any such Tax Return with respect to a pre-Closing period without Arcelor’s written consent (which consent shall not be withheld unless the amendment would subject Arcelor to an actual or contingent Tax not indemnified by Noble or to an indemnity claim under this Agreement). With respect to any such Tax Return which includes a pre-Closing Period for which Arcelor may be required to indemnify Noble, Noble shall provide Arcelor with draft copies of such Tax Returns and an opportunity to review and comment on such Tax Returns at least 30 days prior to the date for filing such Tax Returns and all such comments as are made by Arcelor in the course of preparing such Tax Returns shall be reflected on such Tax Returns as filed to the extent allowed by the tax laws in the jurisdiction where such Tax Returns are filed.

Tax Returns, Elections, etc. (ai) Arcelor Safety shall have join, to the exclusive authority extent permitted by Law for all Pre-Closing Periods, in (A) the consolidated U.S. federal income Tax Returns for the affiliated group of which DGP is the common parent and obligation on behalf (B) each other Consolidated or Combined Return and each Tax Return of a Safety Group. To the Group Members to prepareextent not previously filed, execute and timely file, or Parent shall cause to be prepared, executed filed (i) all Tax Returns set forth in the immediately preceding sentence and timely filed, (ii) all other Tax Returns that are due required to be filed by or with respect to Safety on or before the Closing Date. Arcelor will not amendWith respect to items of Safety, and will not permit any Group Member to amend, any of the Group Members’ all Tax Returns after described in the immediately preceding sentence shall, to the extent permitted by applicable Law, be prepared on a basis consistent with the last previous such Tax Returns filed on or before the date hereof without Noble’s written consent (in respect of Safety to the extent the failure to do so could reasonably be expected to materially increase Taxes for which consent shall not be withheld unless the amendment would subject Noble to an actual or contingent Tax not indemnified by Arcelor or to an indemnity claim Receiver is responsible under this AgreementSection 6.11(b). (bii) Except as provided in Section 15.2(a), Noble Receiver shall have the exclusive authority and obligation to prepare and timely file, or cause to be prepared and timely filed, all Tax Returns (other than Consolidated or Combined Returns or any Tax Return of or a Safety Group) relating to the Group Members business or assets of Safety, the Surviving Company, Receiver and their Subsidiaries required to be filed after the Closing Date. (iii) If Parent delivers a Non-Election Notice pursuant to Section 2.8, so long as the accompanying IRS Form 8832 was completed by Parent in a manner reasonably satisfactory to Receiver, Receiver shall promptly sign such Form and deliver it to Parent by overnight delivery service at the address designated by Parent in the Non-Election Notice, and by such delivery Receiver and Merger Sub authorize Parent to submit such Form to the IRS. Any Receiver shall cooperate in good faith with Parent to effect the election described in the Non-Election Notice; provided, that Receiver shall have no responsibility for the preparation, correctness or filing of any forms or other documentation required to effect the election, or the effectiveness of the election, described in the Non-Election Notice, except for the execution and delivery of forms pursuant to the preceding sentence. If the IRS Form accompanying the Non-Election Notice was completed in a manner that is not reasonably satisfactory to Receiver, Receiver shall promptly notify Parent. Provided Receiver shall have delivered an executed IRS Form 8832 to Parent as contemplated by this Section 6.11(e)(iii), Parent shall timely file such Tax Return prepared by Noble election. Receiver represents and warrants that as of the date of this Agreement neither Receiver nor Merger Sub has made an election with respect to the classification of Merger Sub for U.S. federal income tax purposes, and, unless Parent delivers a preNon-Closing period Election Notice, Receiver shall be prepared by treating items on such Tax Return in a manner consistent with the prior practice and positions of the relevant Person(s) unless such treatment is no longer permitted by applicable law. Noble will not amendmake, and will shall cause Merger Sub not cause to make, an election to treat Merger Sub as an association taxable as a corporation for U.S. federal income tax purposes. (iv) Parent represents and warrants that Safety is properly treated for U.S. federal income tax purposes as an association taxable as a corporation, and neither Parent, Safety nor any Group Member to amend, any Affiliate thereof shall make an election inconsistent with such Tax Return with respect to a pre-Closing period without Arcelor’s written consent (which consent shall not be withheld unless the amendment would subject Arcelor to an actual or contingent Tax not indemnified by Noble or to an indemnity claim under this Agreement). With respect to any such Tax Return which includes a pre-Closing Period for which Arcelor may be required to indemnify Noble, Noble shall provide Arcelor with draft copies of such Tax Returns and an opportunity to review and comment on such Tax Returns at least 30 days prior to the date for filing such Tax Returns and all such comments as are made by Arcelor in the course of preparing such Tax Returns shall be reflected on such Tax Returns as filed to the extent allowed by the tax laws in the jurisdiction where such Tax Returns are filedtreatment.

Tax Returns, Elections, etc. (a) Arcelor The Sellers shall have the exclusive authority and obligation on behalf of the Group Members Acquired Companies to prepare, execute and timely file, or cause to be prepared, executed and timely filed, all Tax Returns that are due on or before the Closing Date or that relate to Income Taxes for any period that ends on or prior to the Closing Date. Arcelor The Sellers shall have the exclusive authority and obligation to prepare, execute and timely file, or cause to be prepared, executed and timely filed, all Tax Returns of the Sellers that relate to Assumed Liabilities that are Taxes for any period that ends on or prior to the Closing Date. Sellers shall file, or cause to be filed, any Tax Returns described in this Section 9.2(a) in a manner consistent with the prior practices and positions of the relevant Persons unless such treatment is no longer permitted by Applicable Law. The Sellers will not amend, and will not permit cause any Group Member Acquired Company to amend, any Tax Returns in respect of any of the Group Members’ Tax Returns Acquired Assets or Acquired Companies after the date hereof without NobleBuyer’s written consent (consent, which consent shall not be withheld unless unreasonably withheld. With respect to any Tax Return which includes a Pre-Closing Period for which the amendment would subject Noble Buyer may be required to pay Assumed Liabilities that are Taxes, the Sellers shall provide Buyer with draft copies of such Tax Return and an actual or contingent opportunity to review and comment on such Tax not indemnified Return at least 30 days prior to the date for filing such Tax Return. The Sellers shall in good faith take into account such comments as are reasonably made by Arcelor or to an indemnity claim under this Agreement)the Buyer in their preparation of such Tax Returns. (b) Except as provided in Section 15.2(a9.2(a), Noble the Buyer shall have the exclusive authority and obligation to prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of or relating to the Group Members Acquired Companies or Acquired Assets required to be filed after the Closing Date. Any such Tax Return prepared by Noble the Buyer with respect to a prePre-Closing period Period shall be prepared by treating items on such Tax Return in a manner consistent with the prior practice practices and positions of the relevant Person(s) unless such treatment is no longer permitted by applicable law. Noble The Buyer will not amend, and will not cause any Group Member Acquired Company to amend, any such Tax Return with respect to a prePre-Closing period Period without Arcelor’s the Sellers’ written consent (consent, which consent shall not be withheld unless the amendment would subject Arcelor to an actual or contingent Tax not indemnified by Noble or to an indemnity claim under this Agreement)unreasonably withheld. With respect to any such Tax Return which includes a prePre-Closing Period for which Arcelor the Sellers may be required to indemnify Noblethe Buyer under Section 9.1, Noble the Buyer shall provide Arcelor the Sellers with draft copies of such Tax Returns and an opportunity to review and comment on such Tax Returns at least 30 days prior to the date for filing such Tax Returns and all Returns. The Buyer shall in good faith take into account such comments as are reasonably made by Arcelor the Sellers in the course its preparation of preparing such Tax Returns shall be reflected on such Tax Returns as filed to the extent allowed by the tax laws in the jurisdiction where such Tax Returns are filedReturns.

Tax Returns, Elections, etc. The following provisions shall govern the allocation of responsibility concerning certain tax matters between Buyers and the Sellers following the Closing Date: (a) Arcelor Preparation and Filing of Tax Returns and Payment of Taxes. (i) The Company shall have the exclusive authority and obligation on behalf of the Group Members to prepare, execute and timely file, prepare or cause to be prepared, executed and timely filed, prepared all Tax Returns that are due of the Acquired Companies for all Tax periods ending on or before the Closing DateDate (the “Pre-Closing Tax Periods”). Arcelor will not amend, and will not permit any Group Member to amend, any of the Group Members’ All such Tax Returns after the date hereof without Noble’s written consent (which consent shall not be withheld unless the amendment would subject Noble to an actual or contingent Tax not indemnified by Arcelor or to an indemnity claim under this Agreement). (b) Except as provided in Section 15.2(a), Noble shall have the exclusive authority and obligation to prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of or relating to the Group Members required to be filed after the Closing Date. Any such Tax Return prepared by Noble with respect to a pre-Closing period shall be prepared by treating items on such Tax Return in a manner consistent with the prior practice, unless such prior practice and positions is not in accordance with applicable Legal Requirements. In preparing such Tax Returns, the Company shall make or cause to be made the safe harbor election described in IRS Revenue Procedure 2011-29 with respect to any “success-based fee” described in Treasury Regulation Section 1.263(a)-5(f) relating to the Contemplated Transactions. At least 20 Business Days before the due date (taking into account all extensions granted), the Company shall deliver or cause to be delivered to the Seller Representative all such Tax Returns for Seller Representative’s review prior to filing. Within 5 Business Days after receiving a copy of each such Tax Return, Seller Representative shall notify the relevant Person(s) unless such treatment is no longer permitted by applicable law. Noble will Company whether or not amend, and will not cause it has any Group Member reasonable objections to amend, any such Tax Return or the contents thereof. If the Seller Representative objects to the Company’s proposed Tax Return and/or the contents thereof, Seller Representative shall provide a notice of such objection together with respect a statement describing in reasonable detail the basis for such objection within such 10 days after receiving such Tax Return. The Company will make such changes to a pre-Closing period without Arcelor’s written consent (which consent shall not be withheld unless the amendment would subject Arcelor to an actual or contingent Tax not indemnified by Noble or to an indemnity claim under this Agreement). With respect to any such Tax Return which includes a pre-Closing Period for which Arcelor may be required to indemnify Nobleas the Seller Representative reasonably determines necessary or appropriate, Noble shall provide Arcelor with draft copies of such Tax Returns and an opportunity to review and comment on such Tax Returns at least 30 days prior but only to the date extent that such changes are in accordance with applicable Legal Requirements and consistent with prior Company practice. If Seller Representative and the Company cannot resolve the dispute regarding the proposed Tax Return and/or the contents thereof, the Independent Accountant shall resolve such dispute within a reasonable time, taking into account the deadline for filing such Tax Returns and all such comments as are made by Arcelor in the course of preparing such Tax Returns Return. Such resolution shall be reflected binding on such Tax Returns as filed to each of the extent allowed by parties hereto, and Sellers, collectively, on one hand, and the tax laws in Company, on the jurisdiction where such Tax Returns are filed.other hand, shall each pay one-half of the cost of the

Tax Returns, Elections, etc. (ai) Arcelor The Seller shall have the exclusive authority and obligation on behalf of the Group Members to prepare, execute and timely file, or cause to be prepared, executed and timely filed, all Tax Returns that are due on or before the Closing Date. Arcelor will not amend, and will not permit any Group Member to amend, any of the Group Members’ Tax Returns after the date hereof without Noble’s written consent (which consent shall not be withheld unless the amendment would subject Noble to an actual or contingent Tax not indemnified by Arcelor or to an indemnity claim under this Agreement). (b) Except as provided in Section 15.2(a), Noble shall have the exclusive authority and obligation to prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for Consolidated Income Taxes, regardless of or relating to the Group Members when such Returns are required to be filed after filed. Such Tax Returns, as they relate to either Company, shall be consistent with past practice, except as required by applicable Law or as would not have a material adverse effect on the Buyer. (ii) The Seller shall prepare and timely file, or cause to be prepared and timely filed, all other Tax Returns for either Company for taxable periods that end on or before the Closing DateDate and that are required to be or are in fact filed prior to the Closing (taking into account any extensions). Any Such Tax Returns shall be consistent with past practice, except as required by applicable Law or as would not have a material adverse effect on the Buyer. (b) The Seller shall prepare, or cause to be prepared, Tax Returns for either Company for taxable periods that end on or before the Closing Date that are not described in Section 8.3(a). Such Tax Returns shall be consistent with past practice, except as required by applicable Law or as would not have a material adverse effect on the Buyer. The Seller shall submit to the Buyer each such Tax Return prepared by Noble with respect at least twenty (20) days prior to a pre-Closing period the due date (including extensions) of such Tax Return. The Buyer shall timely file, or cause to be prepared by treating items on timely filed, each such Tax Return in the form submitted to it by the Seller, unless otherwise required by applicable Law or agreed by the Seller and the Buyer. If the Buyer believes it would be a violation of applicable Law to file any Tax Return submitted by the Seller, the Buyer agrees to notify the Seller promptly and to negotiate in good faith regarding the filing of such return. (c) The Buyer shall prepare and timely file, or cause to be prepared and timely filed, all Straddle Returns of each Company. Such Tax Returns shall be prepared, in all material respects, in a manner consistent with the prior practice positions taken and positions of accounting methods used on the relevant Person(s) unless such treatment is no longer permitted Tax Returns filed by applicable law. Noble will not amend, and will not cause any Group Member to amend, any such Tax Return or with respect to a pre-Closing period without Arcelor’s written consent (which consent shall not be withheld unless the amendment would subject Arcelor to an actual or contingent Tax not indemnified by Noble or to an indemnity claim under this Agreement). With respect to any such Tax Return which includes a pre-Closing Period for which Arcelor may be required to indemnify Noble, Noble shall provide Arcelor with draft copies of such Tax Returns and an opportunity to review and comment on such Tax Returns at least 30 days appropriate Company prior to the date for filing such Closing Date, unless otherwise required by applicable Law or agreed by the Seller and the Buyer. (d) The Buyer shall prepare and timely file, or cause the Companies to prepare and timely file, all Tax Returns and all such comments as are made required to be filed by Arcelor in or with respect to each Company for any Tax period beginning after the course of preparing such Tax Returns shall be reflected on such Tax Returns as filed Closing Date. (e) Except to the extent allowed otherwise required by Law, the tax laws in Buyer shall not, and shall not permit any of its Affiliates to, without the jurisdiction where such prior written consent of the Seller, which consent may not be unreasonably withheld, conditioned or delayed, amend any Tax Returns are filedrelating in whole or in part to a Pre-Closing Period.