Common use of Tax Returns; Liability for Taxes; Other Tax Matters Clause in Contracts

Tax Returns; Liability for Taxes; Other Tax Matters. (a) Prior to the Closing Date, the Company shall prepare or cause to be prepared all U.S. federal and state income tax returns of each Group Company for the taxable period ending on December 31, 2017 (“2017 Income Tax Returns”) in accordance with the past practices of the applicable Group Company unless otherwise required by applicable Law. The Company shall deliver such 2017 Income Tax Return to Acquiror for review and approval (not to be unreasonably withheld, conditioned or delayed) at least fifteen (15) days prior to filing such 2017 Income Tax Return. The Company shall file or cause to be timely filed all 2017 Income Tax Returns and shall timely pay, or cause to be paid, the Taxes shown as due on such 2017 Income Tax Returns. (b) Other than 2017 Income Tax Returns, Acquiror shall prepare or cause to be prepared any Tax Return with respect to any taxable period ending on or prior to the Closing Date that is required to be filed by or on behalf of any Group Company after the Closing Date in accordance with the past practices of the applicable Group Company unless otherwise required by applicable Law (each such Tax Return, an “Acquiror Prepared Tax Return”). With respect to any Acquiror Prepared Tax Return, Acquiror shall deliver a copy of such Tax Return to the Equityholder Representative at least thirty (30) days prior to the due date for filing any such Tax Return (after giving effect to any valid extensions of time in which to make such filings) for the Equityholder Representative’s review and approval (not to be unreasonably withheld, conditioned or delayed). Acquiror shall file or cause to be filed such Tax Return with the appropriate Governmental Body and will provide a copy of such filed Tax Return to the Equityholder Representative. Acquiror shall timely pay, or cause to be paid, the Pre-Closing Taxes shown as due on such Pre-Closing Tax Return; provided, however, Acquiror shall be entitled to withdraw from the Indemnification Escrow pursuant to this Section 5.10 an amount equal to the amount of Pre-Closing Taxes reflected on such Tax Returns to the extent such amount exceeds the related amount otherwise included as Pre-Closing Taxes in Closing Indebtedness. (c) Notwithstanding anything to the contrary in this Agreement, each of the Equityholders and Acquiror shall pay, when due, fifty percent (50%) of any Taxes, conveyance fees, recording charges and other charges (including any penalties and interest) arising out of or related in any way whatsoever to the Merger, including, but not limited to, all transfer, sales and transaction Taxes however designated. The party required to do so by Law will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges, and, if required by applicable Law, non-filing party will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation. The non-filing party shall promptly reimburse the filing party for its share of any such Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Taxes. (d) Acquiror and the Equityholder Representative shall cooperate fully, as and to the extent reasonably requested by the other party or parties, in connection with the preparation and filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information in such party’s possession reasonably relevant to any such audit, litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholder Representative and Acquiror agree to retain all books and records with respect to Tax matters pertinent to the Group Companies relating to any taxable period beginning before the Closing Date until expiration of the statute of limitations of the respective taxable periods, and to abide by all record retention agreements entered into with any Tax Authority.

Tax Returns; Liability for Taxes; Other Tax Matters. (a) Prior to the Closing Date, the Company Purchaser shall prepare or cause to be prepared all U.S. federal and state income tax returns of each Group Company for prepared, at the taxable period ending on December 31, 2017 (“2017 Income Tax Returns”) in accordance with the past practices expense of the applicable Group Company unless otherwise required by applicable Law. The Company Shareholders (which shall deliver such 2017 Income Tax Return to Acquiror for review and approval (not to be unreasonably withheldpaid out of the Escrow Funds), conditioned or delayed) at least fifteen (15) days prior to filing such 2017 Income Tax Return. The Company shall file or cause to be timely filed all 2017 Income Tax Returns and shall timely pay, or cause to be paid, the Taxes shown as due on such 2017 Income Tax Returns. (b) Other than 2017 Income Tax Returns, Acquiror shall prepare or cause to be prepared any Tax Return with respect to any taxable period ending on or prior to the Closing Date that is required to be filed by or on behalf of any Group the Company after the Closing Date in accordance with the past practices of the applicable Group Company unless otherwise required by applicable Law (each such Tax Return, an “Acquiror Prepared Tax Return”). With respect to any Acquiror Prepared Pre-Closing Tax ReturnPeriod or any Straddle Period, Acquiror and shall deliver a copy of such Tax Return to the Equityholder Representative Agent at least thirty (30) days prior to the due date for filing any such Tax Return (after giving effect to any valid extensions of time in which to make such filings) for Agent’s review. Purchaser shall consider in good faith any reasonable comments made by the Equityholder Representative’s review and approval Agent at least fifteen (not 15) days prior to be unreasonably withheld, conditioned or delayedthe due date for filing any such Tax Return (after giving effect to any valid extensions of time in which to make such filings). Acquiror Purchaser shall file or cause to be filed such Tax Return with the appropriate Governmental Body and will provide a copy of such filed Tax Return to Agent; provided that the Equityholder Representative. Acquiror Shareholders shall timely pay, or cause pay to be paid, the Purchaser any Pre-Closing Taxes shown as payable with respect to such Tax Return at least three days prior to the due on date for filing such Pre-Closing Tax Return; provided. (b) The Company, howeverthe Purchaser, Acquiror the Shareholders and the Agent shall reasonably cooperate, and shall cause their respective Affiliates, officers, employees, agents, auditors and other representatives to reasonably cooperate, in preparing and filing all Tax Returns (including any Tax Returns required to be entitled to withdraw from the Indemnification Escrow pursuant to this Section 5.10 an amount equal filed with respect to the amount Section 338(h)(10) Election), and in resolving all disputes and audits with respect to all taxable periods relating to Taxes of Pre-Closing the Company, including by maintaining and making available to each other all records necessary in connection with Taxes reflected and making employees available on such Tax Returns a mutually convenient basis to the extent such amount exceeds the related amount otherwise included as Pre-Closing Taxes in Closing Indebtednessprovide additional information or explanation of any material provided hereunder. (c) Notwithstanding anything to the contrary in this Agreement, each of the Equityholders and Acquiror The Shareholders shall pay, when due, fifty percent (50%) of any all Taxes, conveyance fees, recording charges and other charges (including any penalties and interest) arising out of or related in any way whatsoever to the Merger, sale of the Capital Stock under this Agreement including, but not limited to, all transfer, sales and transaction Taxes however designated. The party required to do so by Law Shareholders will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges, and, if required by applicable Law, non-filing party Purchaser will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation. The non-filing party shall promptly reimburse the filing party for its share of any such Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Taxes. (d) Acquiror The Company and each Stockholder shall join with Purchaser in making an election under Section 338(h)(10) of the Equityholder Representative shall cooperate fully, as and to the extent reasonably requested by the other party or parties, in connection with the preparation and filing of Tax Returns Code (and any auditcorresponding election under state, litigation or other proceeding local, and foreign Tax Law) with respect to Taxes. Such cooperation shall include the retention purchase and (upon the other party’s request) the provision of records and information in such party’s possession reasonably relevant to any such audit, litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholder Representative and Acquiror agree to retain all books and records with respect to Tax matters pertinent to the Group Companies relating to any taxable period beginning before the Closing Date until expiration sale of the statute of limitations shares of the respective taxable periodsCapital Stock hereunder (collectively, and to abide by all record retention agreements entered into with any Tax Authority.a ‘‘Section 338(h)

Tax Returns; Liability for Taxes; Other Tax Matters. (a) Prior to the Closing Date, the Company shall prepare or cause to be prepared all U.S. federal and state income tax returns of each Group Company for the taxable period ending on December 31, 2017 (“2017 Income Tax Returns”) in accordance with the past practices of the applicable Group Company unless otherwise required by applicable Law. The Company shall deliver such 2017 Income Tax Return to Acquiror for review and approval (not to be unreasonably withheld, conditioned or delayed) at least fifteen (15) days prior to filing such 2017 Income Tax Return. The Company shall file or cause to be timely filed all 2017 Income Tax Returns and shall timely pay, or cause to be paid, the Taxes shown as due on such 2017 Income Tax Returns. (b) Other than 2017 Income Tax Returns, Acquiror Purchaser shall prepare or cause to be prepared any Tax Return with respect to any taxable period ending on or prior to the Closing Date that is required to be filed by or on behalf of any Group the Company after the Closing Date in accordance with the past practices of the applicable Group Company unless otherwise required by applicable Law (each such Tax Return, an “Acquiror Prepared Tax Return”). With respect to any Acquiror Prepared Pre-Closing Tax ReturnPeriod or any Straddle Period, Acquiror and shall deliver a copy of any such Tax Return that is an income or other material Tax Return to the Equityholder Representative Agent at least thirty (30) 30 days prior to the due date for filing any such Tax Return (after giving effect to any valid extensions of time in which to make such filings) for Agent’s review. All such Tax Returns that relate exclusively to any Tax period ending on or prior to the Equityholder Representative’s review and approval Closing Date shall be prepared consistent with past practices except as required by Law (not except as reasonably necessary to be unreasonably withheld, conditioned or delayedaccount for the Transfer Pricing Study. Purchaser shall consider in good faith any reasonable comments made by Agent at least 15 days prior to the due date for filing any such Tax Return (after giving effect to any valid extensions of time in which to make such filings). Acquiror Any unresolved comments will be resolved pursuant to Section 1.12. Purchaser shall file or cause to be filed such Tax Return with the appropriate Governmental Body and will provide a copy of such filed Tax Return to Agent; provided that the Equityholder Representative. Acquiror Equityholders shall timely pay, or cause to be paid, the pay any Pre-Closing Taxes shown as payable with respect to such Tax Return at least three days prior to the due on date for filing such Pre-Closing Tax Return; provided, however, Acquiror shall be entitled to withdraw from the Indemnification Escrow pursuant to this Section 5.10 an amount equal to the amount of Pre-Closing Taxes reflected on such Tax Returns to the extent such amount exceeds the related amount otherwise included as Pre-Closing Taxes in Closing Indebtedness. (cb) Notwithstanding anything to The Company, the contrary in this AgreementSurviving Corporation, each of Purchaser, the Equityholders and Acquiror Agent shall payreasonably cooperate, when dueand shall cause their respective Affiliates, fifty percent (50%) of any Taxesofficers, conveyance feesemployees, recording charges agents, auditors and other charges (including any penalties representatives to reasonably cooperate, in preparing and interest) arising out of or related filing all Tax Returns, and in any way whatsoever to the Merger, including, but not limited to, resolving all transfer, sales disputes and transaction Taxes however designated. The party required to do so by Law will, at their own expense, file all necessary Tax Returns and other documentation audits with respect to all such Taxes, fees and charges, and, if required by applicable Law, non-filing party will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation. The non-filing party shall promptly reimburse the filing party for its share of any such taxable periods relating to Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Taxes. (d) Acquiror Company, including by maintaining and the Equityholder Representative shall cooperate fully, as and making available to the extent reasonably requested by the each other party or parties, all records necessary in connection with the preparation and filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information in such party’s possession reasonably relevant to any such audit, litigation, or other proceeding Taxes and making employees available on a mutually convenient basis to provide additional information and or explanation of any material provided hereunder. The Equityholder Representative and Acquiror agree to retain all books and records . (c) Purchaser shall not make any election under Section 338 of the Code (or any similar provision under state, local or non-U.S. Law) with respect to Tax matters pertinent the acquisition, pursuant to the Group Companies relating to any taxable period beginning before the Closing Date until expiration this Agreement, of the statute of limitations Company. Except as required under the R&W Insurance Policy in connection with a claim or as part of the respective taxable periodsresolution or settlement of a Third Party Claim in accordance with Section 7.3, and Purchaser shall not amend or cause the Company to abide by all record retention agreements entered into with amend any Tax AuthorityReturn of the Company filed prior to Closing without the express written consent of Agent (not to be unreasonably withheld, conditioned or delayed) if the effect of such amendment would be to create or increase any indemnification obligation of the Stockholders under Section 7.2(a) of this Agreement. (d) In the event of a conflict between this Section 5.1 and any other provisions of this Agreement, the provisions of this Section 5.1 shall control.

Tax Returns; Liability for Taxes; Other Tax Matters. (a) Prior to the Closing Date, the Company Tax Returns; Payment of Taxes. (i) The Archway Parties shall prepare or cause to be prepared all U.S. federal and state income tax returns Tax Returns of each Group the Company for Pre-Closing Tax Periods that are due on or before the taxable period ending Closing Date. Such Tax Returns shall be prepared on December 31, 2017 (“2017 Income Tax Returns”) in accordance a basis consistent with the past practices of the applicable Group Company unless Company, except as otherwise required by applicable Law. The Company shall deliver such 2017 Income Tax Return to Acquiror for review and approval Not later than ten (not to be unreasonably withheld, conditioned or delayed) at least fifteen (15) days prior to filing such 2017 Income Tax Return. The Company shall file or cause to be timely filed all 2017 Income Tax Returns and shall timely pay, or cause to be paid, the Taxes shown as due on such 2017 Income Tax Returns. (b) Other than 2017 Income Tax Returns, Acquiror shall prepare or cause to be prepared any Tax Return with respect to any taxable period ending on or prior to the Closing Date that is required to be filed by or on behalf of any Group Company after the Closing Date in accordance with the past practices of the applicable Group Company unless otherwise required by applicable Law (each such Tax Return, an “Acquiror Prepared Tax Return”). With respect to any Acquiror Prepared Tax Return, Acquiror shall deliver a copy of such Tax Return to the Equityholder Representative at least thirty (3010) days prior to the due date for filing any such Tax Return (after giving effect other than Tax Returns relating to any valid extensions sales, use, payroll, or other Taxes that are required to be filed contemporaneously with, or promptly after, the close of time in which a Tax period), the Archway Representative shall deliver a copy of such Tax Return to make such filings) Buyer for the Equityholder RepresentativeBuyer’s review and approval (not reasonable comment. The Archway Representative shall consider such comments in good faith prior the filing of any such Tax Return, but shall have no obligation to make any change requested by Buyer. The Archway Representative will cause such Tax Returns to be unreasonably withheld, conditioned or delayed). Acquiror timely filed prior to the Closing and will deliver a copy to Buyer. (ii) Buyer shall file prepare or cause to be filed prepared all Tax Returns of the Company for Pre-Closing Tax Periods that are due after the Closing Date and all Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the past practices of the Company, except as otherwise required by Law. Not later than ten (10) days prior to the due date for filing any such Tax Return with (other than Tax Returns relating to sales, use, payroll, or other Taxes that are required to be filed contemporaneously with, or promptly after, the appropriate Governmental Body and will provide close of a Tax period), Buyer shall deliver a copy of such filed Tax Return to Archway Representative for Archway Representative review and reasonable comment. Buyer shall cause such Tax Returns to be timely filed and will deliver a copy to the Equityholder Archway Representative; provided that Buyer shall not file such Tax Returns if it materially adversely impacts the Tax liability of any Archway Party without first obtaining the prior written consent of the Archway Representative, which consent shall not be unreasonably conditioned, delayed or withheld. Acquiror The Archway Parties shall timely paypromptly (but in any event not later than the later of (A) five (5) days prior to the due date for payment of Taxes with respect to any Tax Return, or cause to be paid, (B) five (5) days following the Pre-Closing Taxes shown as due on such Pre-Closing Archway Representative’s receipt of the Tax Return; provided, however, Acquiror shall be entitled to withdraw Return(s) from the Indemnification Escrow pursuant to this Section 5.10 Buyer) pay an amount equal to the amount of Retained Tax Liabilities owed with respect to such Tax Return to an account designated by the Buyer by wire transfer of immediately available funds. In addition, the Archway Parties shall be responsible for, and shall reimburse Buyer up to a maximum amount of $12,000, for the out-of-pocket costs and expenses of preparing all Tax Returns relating to Pre-Closing Taxes reflected on such Tax Periods that are required to be filed after the Closing Date, including the Tax Returns to the extent such amount exceeds the related amount otherwise included as Pre-Closing Taxes in Closing Indebtednessbe filed pursuant to Sections 9.4(d) and (e). (ciii) Notwithstanding anything to In the contrary in this Agreement, each case of the Equityholders and Acquiror shall pay, when due, fifty percent (50%) of any Taxes, conveyance fees, recording charges and other charges (including any penalties and interest) arising out of or related in any way whatsoever to the Merger, including, but not limited to, all transfer, sales and transaction Taxes however designated. The party required to do so by Law will, at their own expense, file all necessary Tax Returns and other documentation that are payable with respect to all such Taxesany Straddle Period, fees and charges, and, if required by applicable Law, non-filing party will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation. The non-filing party shall promptly reimburse the filing party for its share portion of any such Taxes upon receipt of evidence reasonably satisfactory that is attributable to the non-filing party portion of the period ending on the Closing Date shall be: (A) in the case of Taxes that are either (A) based upon or related to income or receipts, or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the Tax period of the Company (and each partnership in which the Company is a partner) ended with (and included) the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period; and (B) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of the Company, deemed to be the amount of such Taxes. Taxes for the entire Straddle Period (d) Acquiror and the Equityholder Representative shall cooperate fully, as and to the extent reasonably requested by the other party or partiesor, in connection with the preparation case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on and filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information in such party’s possession reasonably relevant to any such audit, litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholder Representative and Acquiror agree to retain all books and records with respect to Tax matters pertinent to the Group Companies relating to any taxable period beginning before including the Closing Date until expiration and the denominator of which is the statute number of limitations of calendar days in the respective taxable periods, and to abide by all record retention agreements entered into with any Tax Authorityentire period.

Tax Returns; Liability for Taxes; Other Tax Matters. (a) Prior to At the Closing Datesole expense of the Unitholders, the Company Agent shall prepare or cause to be prepared and filed all U.S. federal and state income tax returns of each Group Company for the taxable period ending on December 31, 2017 (“2017 Income Pass-Through Tax Returns”) in accordance with the past practices of the applicable Group Company unless otherwise Returns required by applicable Law. The Company shall deliver such 2017 Income Tax Return to Acquiror for review and approval (not to be unreasonably withheld, conditioned or delayed) at least fifteen (15) days prior to filing such 2017 Income Tax Return. The filed by the Company shall file or cause to be timely filed all 2017 Income Tax Returns and shall timely pay, or cause to be paid, the Taxes shown as due on such 2017 Income Tax Returns. (b) Other than 2017 Income Tax Returns, Acquiror shall prepare or cause to be prepared any Tax Return with respect to any its Subsidiaries for taxable period periods ending on or prior to the Closing Date, including IRS Form 1065 (and corresponding state Tax Returns) for the taxable year of the Company ending on the Closing Date (collectively, the “Seller Returns”). Each such Seller Return shall be prepared in a manner consistent with the Company’s past practice, except as otherwise contemplated by this Agreement or required by Law. Each Seller Return required to be filed by the Company after the Closing Date shall be submitted to the Purchaser for its review and comment at least thirty (30) days prior to the due date of such Seller Return (taking into account any valid extensions of time to file), or otherwise as soon as reasonably practicable, and the Agent shall consider any reasonable comments of the Purchaser in good faith. The Purchaser will cause duly authorized officers of the Company (or any successor thereof) to timely execute any Seller Returns prepared by the Agent and timely delivered to the Purchaser in accordance with this Section 4.1(a) if necessary. The parties hereto acknowledge that is any Seller Returns shall elect the safe harbor with respect to any applicable success-based fees in accordance with Internal Revenue Service Rev. Proc. 2011-29, 2011-18 I.R.B. 746. (b) The Purchaser shall prepare or cause to be prepared, at the expense of the Purchaser, all Tax Returns, other than the Seller Returns, that are required to be filed by or on behalf of any Group the Company after the Closing Date in accordance with respect to any Pre-Closing Tax Period or any Straddle Period (the past practices of the applicable Group Company unless otherwise required by applicable Law (each such Tax Return, an “Acquiror Prepared Tax ReturnPurchaser Returns”). With respect to any Acquiror Prepared Tax ReturnEach such Purchaser Return shall be prepared in a manner consistent with the Company’s past practice, Acquiror except as otherwise contemplated by this Agreement or required by Law. Purchaser shall deliver a copy of each such Tax Purchaser Return which could reasonably be expected to result in an indemnification obligation of more than $10,000 to the Equityholder Representative Agent at least thirty (30) days prior to the due date for filing any such Tax Purchaser Return (after giving effect to any valid extensions of time in which to make such filings) ), or otherwise as soon as reasonably practicable, for the Equityholder RepresentativeAgent’s review and approval review. The Purchaser shall consider in good faith any reasonable comments made by the Agent at least fifteen (not 15) days prior to be unreasonably withheld, conditioned or delayedthe due date for filing any such Purchaser Return (after giving effect to any valid extensions of time in which to make such filings). Acquiror The Purchaser shall file or cause to be filed such Tax Purchaser Return with the appropriate Governmental Body and will provide a copy of such filed Tax Purchaser Return to the Equityholder Representative. Acquiror Agent; provided, that the Unitholders shall timely pay, or cause to be paid, the pay any Pre-Closing Taxes shown as due on payable with respect to such Pre-Closing Tax Return; provided, however, Acquiror shall be entitled to withdraw from the Indemnification Escrow pursuant to this Section 5.10 an amount equal Purchaser Return at least three (3) days prior to the amount of Pre-Closing due date for filing such Purchaser Return other than Taxes reflected on such Tax Returns to the extent such amount exceeds the related amount otherwise included as Pre-Closing Taxes in Closing Indebtedness, Company Transaction Expense or Closing Working Capital (each as finally determined). (c) Notwithstanding anything to The Company, the contrary in this AgreementSurviving Company, each of the Equityholders Purchaser, the Unitholders and Acquiror the Agent shall payreasonably cooperate, when dueand shall cause their respective Affiliates, fifty percent (50%) of any Taxesofficers, conveyance feesEmployees, recording charges agents, auditors and other charges (including any penalties representatives to reasonably cooperate, in preparing and interest) arising out of filing all Tax Returns, seeking Tax refunds or related credits, and in any way whatsoever to the Merger, including, but not limited to, resolving all transfer, sales disputes and transaction Taxes however designated. The party required to do so by Law will, at their own expense, file all necessary Tax Returns and other documentation audits with respect to all such Taxes, fees and charges, and, if required by applicable Law, non-filing party will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation. The non-filing party shall promptly reimburse the filing party for its share of any such taxable periods relating to Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Taxes. (d) Acquiror Company and the Equityholder Representative shall cooperate fullyits Subsidiaries, as including by maintaining and making available to the extent reasonably requested by the each other party or parties, all records necessary in connection with the preparation and filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information in such party’s possession reasonably relevant to any such audit, litigation, or other proceeding Taxes and making employees Employees available on a mutually convenient basis to provide additional information and or explanation of any material provided hereunder. (d) The parties intend that, for U.S. federal income Tax purposes, and any applicable state or local Tax purposes, the Purchaser's purchase of the Equity Interests of the Company shall be treated as a transaction described in Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) as follows: (i) from the perspective of the Unitholders, a sale of the Equity Interests of the Company to the Purchaser pursuant to Section 741 of the Code and (ii) from the perspective of the Purchaser, a purchase of the assets of the Company (the “Intended Tax Treatment”). The Equityholder Representative parties hereto shall file (and Acquiror shall cause their respective Affiliates to file) all applicable Tax Returns consistently with the foregoing, unless otherwise required pursuant to a “determination” within the meaning of Section 1313 of the Code (or a corresponding provision of state, local or foreign Law); provided, that nothing herein shall prevent any Person from settling any proposed deficiency or adjustment by any Governmental Body related to the Intended Tax Treatment, and nothing herein shall require any Person to litigate before any court or pursue any administrative appeal concerning any proposed deficiency or adjustment by any Governmental Body related to the Intended Tax Treatment. (e) The Company shall have made a valid election under Section 754 of the Code (and any equivalent election under state, local or non-U.S. Tax law) for the taxable year in which the Closing occurs. (f) The parties agree to retain all books and records that the Company shall not elect into the Partnership Tax Audit Rules with respect to any Pre-Closing Tax matters pertinent Period. The Unitholders shall designate that the partnership representative under the Company LLCA shall act in its capacity of the “partnership representative” (within the meaning of Section 6223 of the Code and the Treasury Regulations thereunder) for the Company, and, in such capacity, shall ensure that no portion of any “imputed underpayment” (within the meaning of Section 6225 of the Code or any similar provision of state and local Tax law) shall be allocated to the Group Companies Purchaser. The Purchaser may require, in its discretion, that the “partnership representative” make a “push out” election under Section 6226 of the Code with respect to any audit, adjustment, or any proceeding relating to Taxes for any Pre-Closing Tax Period. Each of the Unitholders consents to the making of such a “push out” election. (g) Within one hundred and twenty (120) days following the final determination of the Closing Purchase Price, the Purchaser shall provide the Agent with an allocation of the Closing Purchase Price and the liabilities of the Company and its Subsidiaries (including any other relevant items for Tax purposes) in connection with the acquisition of the Equity Interests of the Company for all purposes (including Tax and financial accounting) in accordance with the principles of Sections 743, 751, 754, 755 and 1060 of the Code, the Treasury Regulations thereunder and the Intended Tax Treatment (the “Purchase Price Allocation”). The Purchaser shall permit the Agent to review and comment on the Purchase Price Allocation and shall consider in good faith such revisions as are reasonably requested by the Agent on behalf of the Unitholders. The Purchaser, the Company and each Unitholder shall file all Tax Returns (including amended Tax Returns) and information reports in a manner consistent with the Purchase Price Allocation as finally determined pursuant to this Section 4.1(g); provided, however, that this Section 4.1(g) shall not prevent the Purchaser or any 39 Unitholder (or any of their Affiliates) from settling any proposed deficiency or adjustment by any Governmental Body based upon or arising out of the Purchase Price Allocation, and neither the Purchaser nor any Unitholder (nor any of their Affiliates) shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Body in connection therewith. If the Closing Purchase Price (or the liabilities of the Company and Company Subsidiaries or other items required to be taken into account for income Tax purposes) is adjusted pursuant to this Agreement, including a payment of Equity Consideration, the Purchase Price Allocation shall be adjusted in a manner consistent with Schedule 4.1(g) and the procedures set forth in this Section 4.1(g) and the Purchaser, the Unitholders and all other applicable parties shall cooperate in good faith in making any such adjustments. (h) The Purchaser shall promptly notify the Agent in writing upon the Purchaser’s receipt, or the Company’s receipt, of notice from any Tax authority of the commencement of any Tax audit, assessment, proceeding or investigation which includes a Pre-Closing Tax Period (“Tax Contest”). (i) Notwithstanding any other provision of this Agreement, the Agent shall have the right (at the Unitholders’ cost), to elect to represent the interests of the Company and the Unitholders in any Tax Contest relating to Pass-Through Tax Returns that relate solely to taxable period beginning periods ending on or before the Closing Date until expiration Date; provided that the Agent notifies Purchaser of its intent to control such Tax Contest within fifteen (15) days of Agent’s receipt of notice of such Tax Contest. The Purchaser shall, at the Unitholders’ cost, take all action reasonably necessary to enable the Agent to exercise its control rights as set forth in this Section 4.1(h)(i). To the extent the Agent exercises such control rights, the Agent shall keep the Purchaser informed of all developments with respect to any such Tax Proceeding on a timely basis, shall provide to the Purchaser copies of any and all correspondence received from the Tax authority related to such Tax Contest and shall provide Purchaser with the opportunity, at the Purchaser’s cost, to attend conferences, hearings and other meetings with or involving the Tax authority and to review and provide comments with respect to written responses provided to the Tax authority with respect to such Tax Contest. The Agent shall not settle any such Tax Contest without the Purchaser’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. (ii) The Purchaser shall have control over the conduct of all Tax Contests other than Tax Contests for which the Agent timely notifies Purchaser of its intent to control pursuant to Section 4.1(h)(i). The Purchaser shall, however, with respect to any such Tax Contest which could reasonably be expected to result in an indemnification obligation of more than $10,000, keep the Agent informed of all developments with respect to any Tax Contest on a timely basis, shall provide to the Agent copies of any and all correspondence received from the Tax authority related to such Tax Contest and shall provide the Agent with the opportunity, at the Unitholders’ cost, to attend conferences, hearings and other meetings with or involving the Tax authority and to review and provide comments with respect to written responses provided to the Tax authority with respect to such Tax Contest. To the extent any settlement of a Tax Contest could reasonably be expected to result in an indemnification obligation of more than $10,000, the Purchaser shall not settle any such Tax Contest without the Agent’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. (i) The party primarily responsible under applicable Law shall, at the Closing or, if due thereafter, promptly when due thereafter, pay, or cause to be paid, all stamp tax, stock transfer tax, or other similar Tax imposed on the Company or one or more of the Unitholders as a result of the transactions contemplated by this Agreement (collectively, “Transfer Taxes”) and the Agent shall file all Tax Returns with respect thereto. All Transfer Taxes incurred in connection with this Agreement and the Transactions shall be borne fifty percent (50%) by the Unitholders, on one hand, and fifty percent (50%) by the Purchaser, on the other hand. (j) Any and all Tax deductions or losses arising from any payments made or accruable hereunder that are economically borne by the Unitholders (including from payment or accrual of items of Closing Indebtedness, Company Transaction Expenses or payments to the Company UAR Holders) (“Transaction Tax Deductions”) shall be reportable directly on a Tax Return of the Company for a Pre-Closing Tax Period to the maximum extent allowable by Law. The parties shall prepare all Tax Returns consistently with this Section 4.1(j). (k) Notwithstanding any provision in this Agreement to the contrary, Purchaser shall not (and shall not cause the Company to), without the prior written consent of the Agent (such consent not to be unreasonably withheld, conditioned or delayed), (i) amend or make an initial filing of any Tax Return of the Company for a Pre-Closing Tax Period or Straddle Period other than in accordance with Section 4.1(b), (ii) enter into any voluntary disclosure agreement or otherwise voluntarily approach any Tax authority with respect to Taxes for any Pre-Closing Tax Period of the Company (or Taxes attributable thereto), (iii) make or change any Tax election of the Company with retroactive effect to a Pre-Closing Tax Period, or (iv) extend or waive the statute of limitations of the respective taxable periodsCompany with respect to a Pre-Closing Tax Period. (l) Notwithstanding the foregoing Section 4.1(k), the parties acknowledge and agree that, following the Closing Date, the Company may file tax returns and, to the extent available, enter into voluntary disclosure programs with the states of Massachusetts, Pennsylvania, and Washington with respect to abide the Sales Tax Liability. (m) Any refunds of Taxes of the Company attributable to any Pre-Closing Tax Period (including refunds arising from amended returns filed after the Closing Date and including refunds utilized as credits, including, without limitation, refunds relating to the Employee Retention Tax Credit under Section 2301 of the CARES Act, shall be for the account of the Unitholders and, if received by all record retention agreements entered into Purchaser (or its Affiliates, including the Company), shall be paid to the Agent (for further distribution to Unitholders) within ten (10) calendar days after Purchaser (or its Affiliate, including the Company) receives such refund in cash or obtains the benefit of such refund as a credit. Any refunds or credits of Taxes of the Company for any Straddle Period shall be apportioned between the Unitholders and Purchaser in the same manner as the liability for such Taxes is apportioned pursuant to the definition of “Pre-Closing Tax Period.” To the extent a refund described in this Section 4.1(m) is subsequently disallowed, the Unitholders shall promptly return such disallowed refund amount (including penalties and interest) to Purchaser. To the extent applicable, and upon request by the Agent, the Purchaser shall cooperate with the Agent after the Closing Date to allow the Agent to amend Tax Returns of the Company concerning payroll Taxes in calendar year 2021 for purposes of generating a refund or credit with respect to the Employee Retention Tax Credit under Section 2301 of the CARES Act. Any such refund or credit generated shall be payable to the Agent (for further distribution to Unitholders) pursuant to the terms of this Section 4.1(m). (n) In the event of a conflict between this Section 4.1 and any Tax Authorityother provisions of this Agreement, the provisions of this Section 4.1 shall control.

Tax Returns; Liability for Taxes; Other Tax Matters. (a) Prior to the Closing DateThe Equityholders, the Company and at their cost and expense, shall prepare prepare, or cause to be prepared all U.S. federal prepared, and state income tax returns of each Group Company for the taxable period ending on December 31timely file, 2017 (“2017 Income Tax Returns”) in accordance with the past practices of the applicable Group Company unless otherwise required by applicable Law. The Company shall deliver such 2017 Income Tax Return to Acquiror for review and approval (not to be unreasonably withheld, conditioned or delayed) at least fifteen (15) days prior to filing such 2017 Income Tax Return. The Company shall file or cause to be timely filed filed, all 2017 Income Tax Returns and shall timely pay, or cause of the Company relating solely to be paid, the Taxes shown as due on such 2017 Income Tax Returns. (b) Other than 2017 Income Tax Returns, Acquiror shall prepare or cause to be prepared any Tax Return with respect to any taxable period tax periods ending on or prior to the Closing Date which are due after the Closing Date. The Equityholders shall, at least 30 days prior to filing any such Income Tax Return (after giving effect to any valid extensions of time in which to make such filings) provide a copy of such Income Tax Return to the Purchaser (together with any supporting schedules, working papers and other relevant information reasonably requested by the Purchaser) for Purchaser’s review and comment. The Equityholders shall consider in good faith any reasonable comments provided by the Purchaser within 15 days of delivery of such Tax Return. (b) Except as set forth in Section 4.1(a), the Purchaser shall prepare or cause to be prepared, any Tax Return that is required to be filed by or on behalf of any Group the Company after the Closing Date in accordance with the past practices of the applicable Group Company unless otherwise required by applicable Law (each such Tax Return, an “Acquiror Prepared Tax Return”). With respect to any Acquiror Prepared Pre-Closing Tax Return, Acquiror Period or any Straddle Period. The Purchaser shall deliver a copy of such Tax Return to the Equityholder Representative Sarowitz Trust, as the holder at the Closing of the majority of the Membership Interests, on behalf of the Equityholders at least thirty 30 days prior to the due date for filing (30after giving effect to any valid extensions of time in which to make such filings) any such Tax Return (together with any supporting schedules, working papers and other relevant information reasonably requested by Sarowitz Trust) for review and comment by the Sarowitz Trust. The Purchaser shall consider in good faith any reasonable comments made by the Sarowitz Trust at least 15 days prior to the due date for filing any such Tax Return (after giving effect to any valid extensions of time in which to make such filings) for the Equityholder Representative’s review and approval (not to be unreasonably withheld, conditioned or delayed). Acquiror The Purchaser shall file or cause to be filed such Tax Return with the appropriate Governmental Body and will provide a copy of such filed Tax Return to the Equityholder Representative. Acquiror Equityholders; provided that the Equityholders shall timely pay, or cause to be paid, the pay any Pre-Closing Taxes shown as due on payable with respect to such Pre-Closing Tax Return; provided, however, Acquiror shall be entitled to withdraw from the Indemnification Escrow pursuant to this Section 5.10 an amount equal Return at least three days prior to the amount due date for payment of Pre-Closing Taxes reflected on such Tax Returns Taxes. Notwithstanding anything in this Agreement to the extent such amount exceeds contrary, neither the related amount otherwise included as Pre-Purchaser nor any of its Affiliates shall file, or caused to be filed, any amended Tax Return with respect to the Company for any taxable period ending on or prior to the date immediately preceding the Closing Taxes in Closing IndebtednessDate without the written consent of the Sarowitz Trust, which consent will not be unreasonably withheld, conditioned or delayed. (c) Notwithstanding anything Following the Closing, if the Purchaser or the Company receives notice of a Tax Contest with respect to any income or other Tax Return relating to a Pre-Closing Tax Period or that could reasonably be expected to have an adverse impact on the Equityholders, then within 10 days after receipt of such notice, the Purchaser shall notify the Equityholders of such notice. The Sarowitz Trust, on behalf of the Equityholders, shall have the right to control the conduct and resolution of a Tax Contest that relates solely to any Taxes for a Pre-Closing Tax Period or any Taxes that could reasonably be expected to have an adverse impact on the Equityholders, provided that the Sarowitz Trust shall keep the Purchaser reasonably informed of all material developments. The Purchaser shall have the right to control the conduct and resolution of any Tax Contest that the Sarowitz Trust, on behalf of the Equityholders, does not have the right to control or any Tax Contest in which the Sarowitz Trust, on behalf of the Equityholders, does not provide written notice within 10 days of notification of such Tax Contest that it elects to control, provided that the Purchaser shall keep the Sarowitz Trust reasonably informed of all material developments and the Purchaser shall not resolve such Tax Contest without the written consent of the Sarowitz Trust, which consent shall not be unreasonably withheld, conditioned or delayed. If any taxing authority makes an adjustment to an item of income, gain, loss, deduction or credit of the Company for any taxable period ending before the Closing Date, the Company shall timely and properly make the election to “push out” any adjustments to the contrary in this Agreement, each partners under Section 6226 of the Code or otherwise take such actions as may be necessary to ensure that the Equityholders, and not the Purchaser, bear in full the burden of any such adjustment, including any interest, penalties and additions to tax. (d) The Company, the Purchaser and the Equityholders shall reasonably cooperate, and Acquiror shall cause their respective Affiliates, officers, employees, agents, auditors and other representatives to reasonably cooperate, in preparing and filing all Tax Returns, and in resolving all disputes and audits with respect to all taxable periods relating to Taxes of the Company for any Pre-Closing Tax Period or a Straddle Period, including by maintaining and making available to each other all records necessary in connection with Taxes and making Employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder. (e) Each of the Equityholders, on the one hand, and the Purchaser, on the other hand, shall pay, when due, fifty percent (50%) % of any Taxes, conveyance fees, recording charges and other charges (including any penalties and interest) ), if any, arising out of or related in any way whatsoever to the Merger, sale of the Outstanding Membership Interests under this Agreement including, but not limited to, all transfer, sales sales, value added and transaction Taxes however designated. The party required to do so by Law Equityholders will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges, and, if required by applicable Law, non-filing party the Purchaser will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation. (f) Except as required otherwise pursuant to a final determination (within the meaning of Section 1313(a) of the Code and corresponding provisions of applicable state and local Law), the parties hereto shall treat the transactions described herein consistent with Revenue Ruling 99-6. The non-filing party parties acknowledge and agree the aggregate consideration payable in respect of the Outstanding Membership Interests, as finally determined pursuant to this Agreement, together with any assumed liabilities and all other items required to be taken into account under the Code, shall be allocated among the assets of the Company for all applicable Tax purposes in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. The Purchaser shall deliver a statement setting forth such allocation (the “Purchase Price Allocation Statement”) to the Equityholders within 120 days after the aggregate consideration payable in respect of the Membership Interests is finally determined pursuant to Section 1.9. The Equityholders shall have 30 days after receipt of the Purchase Price Allocation Statement to review Purchaser’s determination and provide written comments. The Purchaser shall consider in good faith all of the Equityholders’ comments received in writing pursuant to the previous sentence in preparing the final allocation schedule. If the Equityholders do not object in writing to the Purchase Price Allocation Statement during such period, the Purchase Price Allocation Statement shall be deemed to set forth the final allocation among the assets of the Company for all applicable Tax purposes. Once the Purchase Price Allocation is finalized in accordance with the above procedures, the Purchase Price Allocation shall be binding upon the parties hereto for all Tax purposes unless otherwise required by applicable Law. The Purchaser and the Equityholders shall report for Tax purposes, act for Tax purposes, and file Tax Returns (including Forms 8594) in all respects consistent with the Purchase Price Allocation Statement unless otherwise required by a “determination” within the meaning of Section 1313(a) of the Code. If the Purchase Price is adjusted pursuant to this Agreement, the Purchase Price Allocation Statement shall be adjusted as appropriate and the Purchaser and the Equityholders shall cooperate in good faith in making any such adjustment. Neither the Purchaser nor any Equityholders shall take, or permit their Affiliates to take, any Tax position (whether in Tax Contests, Tax Returns or otherwise) that is inconsistent with the Purchase Price Allocation Statement unless required to do so by applicable Law. (g) The Equityholders shall promptly reimburse pay all property Taxes and applicable charges (including any penalties and interest) that relate to the filing party for Pre-Closing Tax Period. The Equityholders shall, at their own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges, and, if required by applicable Law, the Purchaser shall, and shall cause its share Affiliates to, join in the execution of any such Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such TaxesTax Returns and other documentation. (dh) Acquiror The Purchaser shall promptly pay all property Taxes and the Equityholder Representative shall cooperate fully, as applicable charges (including any penalties and interest) that relate to the extent reasonably requested by Straddle Period or any other Tax period (except for the other party or partiesPre-Closing Tax Period). The Purchaser shall, in connection with the preparation and filing of at its own expense, file all necessary Tax Returns and any audit, litigation or other proceeding documentation with respect to all such Taxes. Such cooperation , fees and charges, and, if required by applicable Law, the Equityholders shall, and shall include cause their respective Affiliates to, join in the retention and (upon the other party’s request) the provision execution of records and information in such party’s possession reasonably relevant to any such auditTax Returns and other documentation. (i) All Tax sharing, litigation, Tax allocation and similar agreements and arrangements to which any Company is a party and pursuant to which the Company or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of the Purchaser may have any material provided hereunder. The Equityholder Representative and Acquiror agree to retain all books and records obligations or responsibilities with respect to Tax matters pertinent Taxes shall be terminated prior to the Group Companies relating to any taxable period beginning before the Closing Date until expiration of the statute of limitations of the respective taxable periodsClosing, and to abide by all record retention agreements entered into with the Company shall have no further obligations or responsibilities thereunder following the Closing. (j) In the event of a conflict between this Section 4.1 and any Tax Authorityother provisions of this Agreement, the provisions of this Section 4.1 shall control.

Tax Returns; Liability for Taxes; Other Tax Matters. (a) Prior to the Closing Date, the Company shall The Member Representative will prepare or cause to be prepared prepared, using the entity's historic return preparer, all U.S. federal and state income tax returns of each Group Company for the taxable period ending on December 31, 2017 (“2017 Income Tax Returns”) in accordance with the past practices of the applicable Group Company unless otherwise required by applicable Law. The Company shall deliver such 2017 Income Tax Return to Acquiror for review and approval (not to be unreasonably withheld, conditioned or delayed) at least fifteen (15) days prior to filing such 2017 Income Tax Return. The Company shall file or cause to be timely filed all 2017 Income Tax Returns and shall timely pay, or cause to be paid, the Taxes shown as due on such 2017 Income Tax Returns. (b) Other than 2017 Income Tax Returns, Acquiror shall prepare or cause to be prepared any Tax Return with respect to any taxable period ending on or prior to the Closing Date that is required to be filed by or on behalf of any Group Company and any Blocker for all taxable periods ending on or prior to the Closing Date that are due after the Closing Date ("Pre-Closing Income Tax Return") in accordance a manner consistent with the past practices practice of the applicable Group Company unless or Blocker, except as otherwise required by applicable Law (Law. To the extent permitted by applicable Law, all Income Tax deductions and other Income Tax attributes related to the payment or accrual of transaction and bonus arrangements, including bonus payments of the Company and all other expenses of a Group Company or Blocker paid or accrued for Tax purposes on or before the Closing Date by or on behalf of a Group Company or Blocker related to the consummation of the transactions contemplated hereby, including Company Transaction Expenses, will be attributable to the Pre-Closing Tax Period and will be claimed as current deductions on the applicable Tax Returns of a Group Company for the Pre-Closing Tax Period. The Member Representative will deliver to Acquiror for its review and comment each such Tax Return, an “Acquiror Prepared Tax Return”). With respect to any Acquiror Prepared Tax Return, Acquiror shall deliver a copy of such Pre-Closing Income Tax Return to the Equityholder Representative at least thirty no later than forty-five (3045) days prior to before the due date for filing any such Pre-Closing Income Tax Return Returns (after giving effect to any valid extensions of time in which to make such filings) for the Equityholder Representative’s review and approval (not to be unreasonably withheld, conditioned or delayedextensions). Acquiror will provide any written comments to the Member Representative not later than ten (10) days after receiving any such Pre-Closing Income Tax Return which the Member Representative shall file or cause to be filed reasonably consider and, if Acquiror does not provide any written comments within ten (10) days after receiving such Tax Return with the appropriate Governmental Body Return, Acquiror will be deemed to have accepted such Pre-Closing Income Tax Return. Each Blocker Equity Holder and will provide a copy of such filed Tax Return to the Equityholder Representative. Acquiror each Member, as applicable shall timely pay, or cause to be paid, the Pre-Closing Taxes shown as due on such Pre-Closing Income Tax Return; provided. (b) Acquiror will prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns required to be filed by or on behalf of any Blocker or Group Company (other than Pre-Closing Income Tax Returns) for all taxable periods ending on or prior to the Closing Date that are due after the Closing Date and all Tax Returns for a Group Company for all Straddle Periods, howeverin each case, which Tax Returns will be prepared in a manner consistent with the past practice of the Group Company or Blocker (as applicable), except as otherwise required by applicable Law. Acquiror will deliver or cause to be delivered to the Member Representative for the Member Representative's review and comment each such Tax Return (including an allocation of the Taxes with respect to any Straddle Period), no later than forty-five (45) days before the due date for filing such Tax Returns (after giving effect to extensions) (or if such Tax Return is required to be filed within forty-five (45) days after the Closing Date, as soon as practicable after the preparation but prior to the filing thereof). The Member Representative will provide any written comments to Acquiror not later than ten (10) days after receiving any such Tax Return which the Acquiror shall reasonably consider and, if the Member Representative does not provide any written comments within ten (10) days after receiving such Tax Return, the Member Representative will be entitled deemed to withdraw from have accepted such Tax Return. Each Blocker Equity Holder and each Member shall timely pay, or cause to be paid, the Indemnification Escrow pursuant to this Section 5.10 an amount equal to the amount of Pre-Closing Taxes reflected shown as due on such Tax Returns to the extent such amount exceeds the related amount otherwise included as Pre-Closing Taxes in Closing IndebtednessReturn. (c) Notwithstanding anything to the contrary in this Agreement, each any Transfer Taxes shall be borne 50% by Members or holders of Blocker Equity, as the Equityholders case may be, and Acquiror shall pay, when due, fifty percent (50%) of any Taxes, conveyance fees, recording charges and other charges (including any penalties and interest) arising out of or related in any way whatsoever to the Merger, including, but not limited to, all transfer, sales and transaction Taxes however designated% by Acquiror. The party required to do so by Law will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges, and, if required by applicable Law, the non-filing party will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation. The non-filing party Member Representative and Acquiror shall promptly reimburse provide the filing party for its share of any such Taxes upon receipt of other evidence reasonably satisfactory to the non-other Party that such Transfer Taxes have been paid, or if the transactions are exempt from Transfer Taxes upon the filing party of the amount an appropriate certificate or other evidence of such Taxesexemption. (d) Acquiror shall, and the Equityholder shall cause its Affiliates to and Member Representative shall cooperate fully, as and to the extent reasonably requested by the other party or parties, in connection with the preparation and filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information in such party’s 's possession reasonably relevant to any such audit, litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholder Member Representative and Acquiror agree to retain all books and records with respect to Tax matters pertinent to the Group Companies and the Blockers relating to any taxable period beginning before the Closing Date until expiration of the statute of limitations of the respective taxable periods, and to abide by all record retention agreements entered into with any Tax Authority. (e) Acquiror will promptly notify the Member Representative in writing upon receipt by Acquiror, the Company or any of their respective Affiliates of notice, of any Tax Proceeding with respect to a Group Company or a Blocker relating to any Pre-Closing Tax Period or Straddle Period; provided, however, that Acquiror's failure to provide such notification will not affect the Members' or Blockers indemnification obligations under this Agreement except to the extent that the Members or holders of Blocker Equity are actually prejudiced thereby. Such notification will specify in reasonable detail the basis for such Tax Proceeding and will include a copy of the relevant portion of any correspondence received from the Taxing Authority. (i) The Member Representative will have the right to elect to control, at its own cost and expense, any Tax Proceeding in respect of an Income Tax Return of a Group Company or Blocker that relates solely to any taxable period ending on or before the Closing Date; provided, however, that (i) Acquiror will have the right (but not the duty), at its sole cost and expense, to participate in any such Tax Proceeding, (ii) the Member Representative will provide Acquiror with a timely and reasonably detailed account of each stage of such Tax Proceeding, and (iii) the Member Representative will not settle, compromise, appeal any adverse determination in or abandon any such Tax Proceeding without obtaining the prior written consent of Acquiror, which consent will not be unreasonably withheld, conditioned or delayed; provided, further, that Acquiror will control and contest any Tax Proceeding for which the Member Representative would otherwise have the right to control under this Section 5.10(e)(i) if the Member Representative fails to provide written notice to Acquiror that it elects to control such Tax Proceeding within twenty (20) days of receipt of notice by the Member Representative of such Tax Proceeding. With respect to any Pre-Closing Tax Period to which Sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015, apply to the Company, the Company (with the consent of the Member Representative, not to be unreasonably withheld) shall (x) cause the applicable Group Company to make the election under Section 6226(a) of the Code with respect to the alternative payment of "imputed underpayment" (within the meaning of Section 6225 of the Code) by the Group Company, (y) take any action necessary, including filings, disclosures and notifications necessary to effectuate such election, or (z) if the election under Section 6226(a) is not available, to take any other actions to ensure any liability resulting from any "imputed underpayment" (within the meaning of Section 6225 of the Code) is borne by the Members or holders of the Blocker Equity (or their direct or indirect owners). (ii) Acquiror will have the right to control any Tax Proceeding in respect of a Group Company or a Blocker that does not relate solely to any taxable period ending on or before the Closing Date and any Tax Proceeding that the Member Representative does not timely elect to control; provided, however, that (i) the Member Representative will have the right (but not the duty), at its sole cost and expense, to participate in any such Tax Proceeding, but only in the event that such Tax Proceeding would reasonably be expected to have an adverse effect on the Tax liability of the Members or Blocker Equity holders pursuant to this Agreement or otherwise, for any Pre-Closing Tax Period or any portion of the Straddle Period, (ii) Acquiror will provide the Member Representative with a timely and reasonably detailed account of each stage of such Tax Proceeding, and (iii) in the event that such Tax Proceeding would reasonably be expected to have an adverse effect on the Tax liability of the Members pursuant to this Agreement or otherwise, for any Pre-Closing Tax Period or any portion of the Straddle Period, Acquiror will not settle, compromise or appeal any adverse determination in or abandon any such Tax Proceeding without obtaining the prior written consent of the Member Representative, which consent will not be unreasonably withheld, conditioned or delayed. (iii) In the event of any conflict between this Section 5.10(e) and the provisions of Section 8.5, this Section 5.10(e) shall govern. (f) Acquiror and the Surviving Company (or any Affiliate) will not (and will not permit their respective Affiliates to) (i) amend or revoke any Tax Returns of or with respect to a Group Company or a Blocker with respect to any Pre-Closing Tax Period or Straddle Period, (ii) make or change any Tax election or change any method of accounting that has a retroactive effect on any such Tax Return, (iii) agree to extend or waive the statute of limitations with respect to such Tax Return for a Pre-Closing Tax Period, or (iv) cause a Group Company or a Blocker to engage in any transaction not contemplated by this Agreement on the Closing Date after the Closing outside the ordinary course of the Company's business, (v) initiate any discussion or enter into any voluntary disclosure program (or similar program or agreement) with a Governmental Body regarding any Tax (whether asserted or unasserted) or Tax Return with respect to a Pre-Closing Tax Period, in each such case, except (A) with the prior written consent of the Member Representative, except to the extent permitted under Section 5.10(f)(i) or Section 5.10(g) or (B) if such action could not form the basis of (x) any Tax liability of any Member or (y) for a claim of indemnification against any Member pursuant to Section 8.2 or otherwise.

Tax Returns; Liability for Taxes; Other Tax Matters. (a) Prior to the Closing Date, the Company Purchaser shall prepare or cause to be prepared all U.S. federal and state income tax returns of each Group Company for prepared, at the taxable period ending on December 31, 2017 (“2017 Income Tax Returns”) in accordance with the past practices expense of the applicable Group Company unless otherwise required by applicable Law. The Company Shareholders (which shall deliver such 2017 Income Tax Return to Acquiror for review and approval (not to be unreasonably withheldpaid out of the Escrow Funds), conditioned or delayed) at least fifteen (15) days prior to filing such 2017 Income Tax Return. The Company shall file or cause to be timely filed all 2017 Income Tax Returns and shall timely pay, or cause to be paid, the Taxes shown as due on such 2017 Income Tax Returns. (b) Other than 2017 Income Tax Returns, Acquiror shall prepare or cause to be prepared any Tax Return with respect to any taxable period ending on or prior to the Closing Date that is required to be filed by or on behalf of any Group the Company after the Closing Date in accordance with the past practices of the applicable Group Company unless otherwise required by applicable Law (each such Tax Return, an “Acquiror Prepared Tax Return”). With respect to any Acquiror Prepared Pre-Closing Tax ReturnPeriod or any Straddle Period, Acquiror and shall deliver a copy of such Tax Return to the Equityholder Representative Agent at least thirty (30) days prior to the due date for filing any such Tax Return (after giving effect to any valid extensions of time in which to make such filings) for Agent’s review. Purchaser shall consider in good faith any reasonable comments made by the Equityholder Representative’s review and approval Agent at least fifteen (not 15) days prior to be unreasonably withheld, conditioned or delayedthe due date for filing any such Tax Return (after giving effect to any valid extensions of time in which to make such filings). Acquiror Purchaser shall file or cause to be filed such Tax Return with the appropriate Governmental Body and will provide a copy of such filed Tax Return to Agent; provided that the Equityholder Representative. Acquiror Shareholders shall timely pay, or cause pay to be paid, the Purchaser any Pre-Closing Taxes shown as payable with respect to such Tax Return at least three days prior to the due on date for filing such Pre-Closing Tax Return; provided. (b) The Company, howeverthe Purchaser, Acquiror the Shareholders and the Agent shall reasonably cooperate, and shall cause their respective Affiliates, officers, employees, agents, auditors and other representatives to reasonably cooperate, in preparing and filing all Tax Returns (including any Tax Returns required to be entitled to withdraw from the Indemnification Escrow pursuant to this Section 5.10 an amount equal filed with respect to the amount Section 338(h)(10) Election), and in resolving all disputes and audits with respect to all taxable periods relating to Taxes of Pre-Closing the Company, including by maintaining and making available to each other all records necessary in connection with Taxes reflected and making employees available on such Tax Returns a mutually convenient basis to the extent such amount exceeds the related amount otherwise included as Pre-Closing Taxes in Closing Indebtednessprovide additional information or explanation of any material provided hereunder. (c) Notwithstanding anything to the contrary in this Agreement, each of the Equityholders and Acquiror The Shareholders shall pay, when due, fifty percent (50%) of any all Taxes, conveyance fees, recording charges and other charges (including any penalties and interest) arising out of or related in any way whatsoever to the Merger, sale of the Capital Stock under this Agreement including, but not limited to, all transfer, sales and transaction Taxes however designated. The party required to do so by Law Shareholders will, at their own expense, file all necessary Tax 31 Returns and other documentation with respect to all such Taxes, fees and charges, and, if required by applicable Law, non-filing party Purchaser will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation. The non-filing party shall promptly reimburse the filing party for its share of any such Taxes upon receipt of evidence reasonably satisfactory to the non-filing party of the amount of such Taxes. (d) Acquiror The Company and each Stockholder shall join with Purchaser in making an election under Section 338(h)(10) of the Equityholder Representative Code (and any corresponding election under state, local, and foreign Tax Law) with respect to the purchase and sale of the shares of the Capital Stock hereunder (collectively, a ‘‘Section 338(h)(10) Election’’), and on or prior to the Closing Date, the Stockholders shall cooperate fullydeliver, as or cause the Company to deliver, to Purchaser a duly executed and completed Section 338(h)(10) Election, in form and substance reasonably satisfactory to the Purchaser. Stockholders shall include any income, gain, loss, deduction, or other tax item resulting from the Section 338(h)(10) Election on their Tax Returns to the extent reasonably requested required by applicable Law. Stockholders shall also pay any Tax imposed on the other party Company attributable to the making of the Section 338(h)(10) Election, including (i) any Tax imposed under Section 1374 of the Code, (ii) any Tax imposed under Treasury Regulation Section 1.338(h)(10)-1(d)(2), or parties(iii) any state, in connection with local, or foreign Tax imposed on the preparation Company’s gain. In the event that Purchaser elects to make a 338(h)(10) election, Purchaser shall reimburse and filing of Tax Returns and any audit, litigation or other proceeding make whole the Stockholders with respect to Taxes. Such cooperation any additional Taxes incurred by the Stockholders as a result of such election. (e) In the event of a conflict between this Section 5.2 and any other provisions of this Agreement, the provisions of this Section 5.2 shall include the retention and (upon the other party’s request) the provision of records and information in such party’s possession reasonably relevant to any such audit, litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholder Representative and Acquiror agree to retain all books and records with respect to Tax matters pertinent to the Group Companies relating to any taxable period beginning before the Closing Date until expiration of the statute of limitations of the respective taxable periods, and to abide by all record retention agreements entered into with any Tax Authoritycontrol.