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

Tax Returns; Payment of Taxes. (i) Prior to the Closing Date, the Company shall timely prepare and file with the appropriate Taxing Authorities all Tax Returns required to be filed on or before the Closing Date and shall pay all Taxes due with respect to such Tax Returns or owed (whether or not shown to be due on any Tax Returns). (ii) Buyer shall cause the Company to timely prepare and file with the appropriate Taxing Authorities all Tax Returns related to the Company not described in subsection (i) above and, subject to the rights to payment from the Sellers under subsection (iii) below, shall cause the Company to pay all Taxes due with respect to such Tax Returns or owed (whether or not shown to be due on any Tax Returns). In the case of any Tax Return required to be filed pursuant to this subsection (ii) that reflects Taxes that are the subject of indemnification by the Sellers under Section 5.5(a), above, Buyer shall provide the Seller Representative at least fifteen (15) Business Days before filing with copies of such completed Tax Returns, along with supporting workpapers, for the review and approval of the Seller Representative, such approval not to be unreasonably withheld or delayed. The Seller Representative and the Buyer shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that the Seller Representative and the Buyer are unable to resolve any dispute with respect to such Tax Returns prior to the due date for filing, such dispute shall be resolved pursuant to Section 5.5(g), which resolution shall be binding on the parties. (iii) Not later than ten (10) Business Days prior to the due date for the payment of Taxes on any Tax Returns for which the Buyer has filing responsibility pursuant to subsection (ii), the Sellers shall pay to the Buyer the amount of Taxes owed by the Sellers, as reasonably determined by the Buyer in accordance with the provisions of Section 5.5(a) and 5.5(c). No payment pursuant to this subsection (iii) shall excuse the Sellers from their indemnification obligations pursuant to Section 5.5(a) if the amount of Taxes for which Sellers are liable under this Agreement as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns exceeds the amount of the Sellers’ payment under this Section 5.5(b)(iii). If the amount of Taxes for which Sellers are liable under this Agreement as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns is less than the amount of the Sellers’ payment under this Section 5.5(b)(iii), the Buyer shall reimburse to Sellers the amount of such overpayment not later than ten (10) Business Days following the date of such ultimate determination.

Tax Returns; Payment of Taxes. (ia) Prior to After the Closing Date, except as otherwise provided herein, Purchaser shall file or cause to be filed (and shall have the Company shall timely prepare and exclusive right to file with the appropriate Taxing Authorities or cause to be filed) all Tax Returns required to be (including amended Tax Returns and claims for refunds) of Gentek Holdings or any of its Subsidiaries. Any Tax Return of Gentek Holdings or any of its Subsidiaries which is filed on or before after the Closing Date and which pertains to a Pre-Closing Period or an Overlap Period shall pay all Taxes due be (i) prepared in accordance with respect past practices to such Tax Returns or owed (whether or not shown to be due on any Tax Returns). the extent permitted by applicable law and (ii) Buyer shall cause the Company to timely prepare and file with the appropriate Taxing Authorities all Tax Returns related to the Company not described in subsection submitted (i) above and, subject to the rights to payment from the Sellers under subsection (iii) below, shall cause the Company to pay all Taxes due with respect to such Tax Returns or owed (whether or not shown to be due on any Tax Returns). In the case of any Tax Return required to be filed pursuant to this subsection (ii) that reflects Taxes that are the subject of indemnification by the Sellers under Section 5.5(a), above, Buyer shall provide the Seller Representative at least fifteen (15) Business Days before filing with copies of relevant work papers and other documentation then available, to the extent such completed Tax Returns, along with supporting workpapers, work papers and documentation either solely pertain to a Pre-Closing Period or are not deemed confidential by the Purchaser) to the Seller's Representative for the review and approval of the Seller Representative, such approval not to be unreasonably withheld or delayed. The Seller Representative and the Buyer shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that the Seller Representative and the Buyer are unable to resolve any dispute with respect to such Tax Returns prior to the due date for filing, such dispute shall be resolved pursuant to Section 5.5(g), which resolution shall be binding on the parties. less than thirty (iii30) Not later than ten (10) Business Days calendar days prior to the due date for the payment filing of such Tax Return, which approval shall not be unreasonably withheld, conditioned or delayed. If Seller's Representative does not notify the Purchaser in writing of any objection Seller's Representative may have to such Tax Returns at least fifteen (15) calendar days prior to the due date for the filing of such Tax Returns, Seller's Representative shall be deemed to have approved such Tax Returns. For Tax Returns that relate solely to periods ending on or prior to the Closing Date, unless otherwise required by applicable Law, Purchaser shall follow Seller's Representatives comments with respect to the reporting of items on such Tax Returns to the extent that either (x) pursuant to such comments, such items are treated in a manner consistent with the past practices of Gentek Holdings and its Subsidiaries, or (y) Purchaser determines in its sole discretion that such comments could not adversely affect Purchaser or its Affiliates (including Gentek Holdings and its Subsidiaries). Any objections to such Tax Returns shall be resolved by treating items on such Tax Returns in a manner consistent with the past practices of Gentek Holdings and its Subsidiaries (as confirmed by an independent accountant, at the shared expense of the parties, if necessary). With respect to Taxes due after the Closing Date that relate to the income, property or operations of Gentek Holdings or any of its Subsidiaries for a Pre-Closing Period, to the extent such Taxes were not set forth as a current Liability (or in Closing Net Indebtedness) on the Final Closing Date Working Capital, an amount shall be paid from the Indemnification Escrow to the Purchasers five (5) business days prior to the due date of such Taxes. (b) Except as required by applicable Law, neither Purchaser or any affiliate of Purchaser shall (or shall cause or permit Gentek Holdings or any of its Subsidiaries to) amend, refile or otherwise modify any Tax Returns Return relating in whole or part to Gentek Holdings or any of its Subsidiaries with respect to any taxable year or period ending on or before the Closing Date without the prior written consent of the Seller's Representative, which consent may not be unreasonably withheld, conditioned or delayed. Sellers' Representative may file, or cause Gentek Holdings or any of its Subsidiaries to file, an amended Tax Return or claim for refund with respect to a taxable year or period ending on or before the Closing Date with the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Any Tax refund received by Purchaser, Gentek Holdings or any of its Subsidiaries, and any amounts of overpayments of Tax credited against Tax which Purchaser, Gentek Holdings or any of its Subsidiaries otherwise would be or would have been required to pay that relate to any taxable period, or portion thereof, ending on or before the Buyer has filing responsibility pursuant to subsection (ii)Closing Date shall be for the account of Sellers, the Sellers and Purchaser shall pay over to the Buyer Seller's Representative any such refund or the amount of any such credit within fifteen (15) calendar days after it is actually received or so credited against Tax; provided, however, that (i) any Taxes owed by the Sellers, that are imposed on Purchaser or any of its Affiliates as reasonably determined by the Buyer in accordance a result of a disallowance or reduction of any Tax refund or credit with the provisions of Section 5.5(a) and 5.5(c). No respect to which Purchaser has made a payment to Sellers pursuant to this subsection (iiiSection 7.03(b) shall excuse the Sellers from their indemnification obligations pursuant to Section 5.5(a) if the amount of Taxes be treated as a Tax for which Sellers are liable under this Agreement obligated to indemnify Purchaser pursuant to Section 10.04(a)(ii) hereof as ultimately determined if it resulted from a breach of a representation set forth in Section 4.17 without any exclusions or defenses, and (on audit or otherwiseii) for the periods covered by such Tax Returns exceeds the amount of the Sellers’ payment under nothing in this Section 5.5(b)(iii). If the amount of Taxes for which Sellers are liable under this Agreement as ultimately determined (on audit or otherwise7.03(b) for the periods covered by such Tax Returns is less than the amount of the Sellers’ payment under this Section 5.5(b)(iii), the Buyer shall reimburse require Purchaser to disclose any confidential information to Sellers the amount of such overpayment not later than ten (10) Business Days following the date of such ultimate determinationincluding, without limitation, its Tax Returns).

Tax Returns; Payment of Taxes. (ia) Prior Seller shall, and shall cause the Equity Selling Entities, the Asset Selling Entities, and/or the Conveyed Companies to, prepare and file, or cause to be prepared and filed, within applicable statutory limits all Tax Returns of or that include the Conveyed Companies or the Purchased Assets (including any amendments thereto) that are due to be filed (giving effect to any extension of time to file) on or prior to the Closing Date. Seller shall, the Company shall timely prepare and file with the appropriate Taxing Authorities all Tax Returns required to be filed on or before the Closing Date and shall cause the Equity Selling Entities and/or the Conveyed Companies to, pay all Taxes due shown on such Tax Returns when due. To the extent that Seller or its Affiliates are required to file Tax Returns with respect to such Tax Returns or owed (whether or not shown Transfer Taxes for which Purchaser is liable pursuant to be due on any Tax Returns). (ii) Buyer this Agreement, Seller shall, and shall cause the Company Equity Selling Entities, the Asset Selling Entities and the Conveyed Companies to, permit Purchaser to timely prepare review and file with the appropriate Taxing Authorities all comment on any portion of any Tax Returns related to the Company not described in subsection (i) above anddetermination of any such Transfer Tax, subject to the rights to payment from the Sellers under subsection (iii) belowand Seller shall, and shall cause the Company to pay all Taxes due with respect Equity Selling Entities, the Asset Selling Entities, and/or the Conveyed Companies to, make such revisions to such Tax Returns or owed as are reasonably requested by Purchaser and are consistent with past practice. Purchaser shall pay over to Seller, no fewer than three (whether or not shown to be due on any Tax Returns). In the case of any Tax Return required to be filed pursuant to this subsection (ii) that reflects Taxes that are the subject of indemnification by the Sellers under Section 5.5(a), above, Buyer shall provide the Seller Representative at least fifteen (15) Business Days before filing with copies of such completed Tax Returns, along with supporting workpapers, for the review and approval of the Seller Representative, such approval not to be unreasonably withheld or delayed. The Seller Representative and the Buyer shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that the Seller Representative and the Buyer are unable to resolve any dispute with respect to such Tax Returns prior to the due date for filing, such dispute shall be resolved pursuant to Section 5.5(g), which resolution shall be binding on the parties. (iii) Not later than ten (103) Business Days prior to the due date of any such Transfer Tax Return, an amount of cash sufficient for the payment of any Taxes shown as due on such Tax Return and for which Purchaser bears responsibility pursuant to Section 7.2 of this Agreement. (b) Purchaser shall, and shall cause its Affiliates to, prepare and file, or cause to be prepared and filed, all Tax Returns relating to the Conveyed Companies that are due to be filed (giving effect to any extensions of time to file) after the Closing Date, including Tax Returns for any Pre-Closing Period. In preparing such Tax Returns, Purchaser shall not, and shall cause any of its Affiliates not to, make any changes to any position taken in any prior taxable year (unless required by applicable Law) that would materially affect Seller or its Affiliates. Purchaser shall, and shall cause its Affiliates to, pay or cause to be paid, all Taxes with respect to such Tax Returns when due. Purchaser shall, and shall cause its Affiliates to permit Seller to review and comment on any Tax Returns of any of the Conveyed Companies that are filed after the Closing Date pursuant to which Seller is responsible for Taxes pursuant to Section 7.1 of this Agreement, and Purchaser shall, and shall cause its Affiliates to, make such revisions to such Tax Returns as are reasonably requested by Seller and are consistent with past practice; provided, however, Purchaser will only be required to take the position advocated by the Seller if Seller delivers an opinion of a nationally recognized law or accounting firm that Seller’s proposed position is “more likely than not” to prevail if challenged by the IRS or other Governmental Authority. The cost of the “more likely than not” opinion is to be borne fifty percent (50%) by Purchaser and fifty percent (50%) by Seller. Seller shall, and shall cause, as applicable, the Equity Selling Entities and/or the Asset Selling Entities to pay over to Purchaser, no fewer than three (3) Business Days prior to the due date of the applicable Tax Return, an amount of cash sufficient for the payment of any Taxes shown as due on such Tax Return and for which the Buyer has filing Seller bears responsibility pursuant to subsection Section 7.1 of this Agreement. (c) Purchaser agrees that, to the extent able to do so under applicable Law and requested to do so by Seller, Purchaser and any of its relevant Affiliates shall, at Seller’s expense, carry back any item of loss, deduction, or credit of the Conveyed Companies or Purchased Assets attributable to any taxable period with respect to which Seller is liable for Taxes pursuant to Section 7.1 hereof; provided, however, that nothing in this Section 7.4(c) or in any other provision of this Agreement shall require Purchaser or any of its relevant Affiliates to carry back any item of loss, deduction, or credit with respect to the Conveyed Companies or Purchased Assets arising from the operation of the Conveyed Companies or the Purchased Assets for periods following the Closing Date. (d) Purchaser agrees that, with respect to each Conveyed Company and any successor thereto: (i) except as provided in Section 7.7(c), neither Purchaser nor any of its Affiliates nor any successors thereto will file any claim for refund of Taxes in respect of (a) any Pre-Closing Period, or (b) in the case of a Straddle Period, the portion of such Straddle Period ending on the Closing Date; (ii)) Purchaser, its Affiliates, and any successors thereto must make any elections available to them to waive the right to claim in respect of any Pre-Closing Period any carryback with respect to Taxes arising in (a) any taxable period beginning after the Closing Date, or (b) in the case of a Straddle Period, the Sellers shall pay to portion of such Straddle Period beginning after the Buyer the amount of Taxes owed by the Sellers, as reasonably determined by the Buyer in accordance with the provisions of Section 5.5(a) and 5.5(c). No payment pursuant to this subsection Closing Date; (iii) Purchaser, its Affiliates, and any successors thereto shall excuse not make or permit to be made any affirmative elections to claim (a) in respect of any Pre-Closing Period, or (b) in the Sellers from their indemnification obligations pursuant to Section 5.5(a) if the amount case of Taxes for which Sellers are liable under this Agreement as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns exceeds the amount of the Sellers’ payment under this Section 5.5(b)(iii). If the amount of Taxes for which Sellers are liable under this Agreement as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns is less than the amount of the Sellers’ payment under this Section 5.5(b)(iii)a Straddle Period, the Buyer shall reimburse to Sellers the amount portion of such overpayment not later than ten Straddle Period ending on the Closing Date, any carryback in respect of a Tax arising in (10x) Business Days following any period beginning after the date Closing Date, or (y) in the case of a Straddle Period, the portion of such ultimate determinationStraddle Period beginning after the Closing Date; and (iv) except as required by Law, neither Purchaser nor any of its Affiliates nor any successors thereto will file any amended Tax Return in respect of (A) a Pre-Closing Period, or (B) in the case of a Straddle Period, the portion of such Straddle Period ending on the Closing Date, in each case without the prior written consent of Seller, which consent shall not be unreasonably conditioned, delayed or withheld.

Tax Returns; Payment of Taxes. (i) Prior to the Closing Date, the Company shall timely prepare and file with the appropriate Taxing Authorities all Tax Returns required to be filed on or before the Closing Date and shall pay all Taxes due with respect to such Tax Returns or owed (whether or not shown to be due on any Tax Returns). (ii) Buyer shall cause the Company to timely prepare and file with the appropriate Taxing Authorities all Tax Returns related to the Company not described in subsection (i) above and, subject to the rights to payment from the Sellers under subsection (iii) below, shall cause the Company to pay all Taxes due with respect to such Tax Returns or owed (whether or not shown to be due on any Tax Returns). In the case of any Tax Return required to be filed pursuant to this subsection (ii) that reflects Taxes that are the subject of indemnification by the Sellers under Section 5.5(a), above, Buyer shall provide the Seller Representative at least fifteen (15) Business Days before filing with copies of such completed Tax Returns, along with supporting workpapers, for the review and approval of the Seller Representative, such approval not to be unreasonably withheld or delayed. The Seller Representative and the Buyer shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that the Seller Representative and the Buyer are unable to resolve any dispute with respect to such Tax Returns prior to the due date for filing, such dispute shall be resolved pursuant to Section 5.5(g), which resolution shall be binding on the parties. (iii) Not later than ten (10) Business Days prior to the due date for the payment of Taxes on any Tax Returns for which the Buyer has filing responsibility pursuant to subsection (ii), the Sellers shall pay to the Buyer the amount of Taxes owed by the Sellers, as reasonably determined by the Buyer in accordance with the provisions of Section 5.5(a) and 5.5(c). No payment pursuant to this subsection (iii) shall excuse the Sellers from their indemnification obligations pursuant to Section 5.5(a) if the amount of Taxes for which Sellers are liable under this Agreement as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns exceeds the amount of the Sellers’ payment under this Section 5.5(b)(iii). If the amount of Taxes for which Sellers are liable under this Agreement as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns is less than the amount of the Sellers’ payment under this Section 5.5(b)(iii), #32620513 v1 the Buyer shall reimburse to Sellers the amount of such overpayment not later than ten (10) Business Days following the date of such ultimate determination.

Tax Returns; Payment of Taxes. (i) Prior to The Seller Parties shall be responsible for the Closing Date, preparation and filing of all Tax Returns of the Company shall timely prepare and file with the appropriate Taxing Authorities all Seller Parties (including Tax Returns required to be filed on or before after the Closing Date and shall pay all Taxes due with respect Date) to the extent such Tax Returns include or owed (whether relate to the use or not ownership of the Assets attributable to Pre-Closing Tax Periods. Such Tax Returns shall be true, complete and correct in all material respects and shall be prepared in accordance with applicable law. Seller and the other Seller Parties will be responsible for and make all payments of Taxes shown to be due on any such Tax Returns). (ii) Buyer Seller shall cause be responsible for the Company to timely prepare preparation and file with the appropriate Taxing Authorities filing of all Tax Returns related of the Affiniti Companies that are required to be filed before the Closing Date. Such Tax Returns shall be true, complete and correct in all material respects and shall be prepared in accordance with applicable law. Except to the Company not described in subsection (i) above andextent otherwise required by law, subject to the rights to payment from the Sellers under subsection (iii) below, shall cause the Company to pay all Taxes due with respect to such Tax Returns shall be prepared on a basis consistent with the past practices of such entities. Seller shall pay or owed (whether or not cause the Affiniti Companies to pay by the applicable due dates all Taxes shown to be due on any such Tax Returns). In the case of any Tax Return required to be filed pursuant to this subsection (ii) that reflects Taxes that are the subject of indemnification by the Sellers under Section 5.5(a), above, Buyer shall provide the Seller Representative at least fifteen (15) Business Days before filing with copies of such completed Tax Returns, along with supporting workpapers, for the review and approval of the Seller Representative, such approval not to be unreasonably withheld or delayed. The Seller Representative and the Buyer shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that the Seller Representative and the Buyer are unable to resolve any dispute with respect to such Tax Returns prior to the due date for filing, such dispute shall be resolved pursuant to Section 5.5(g), which resolution shall be binding on the parties. (iii) Not Buyer shall be responsible for the preparation and filing of all Tax Returns relating to the use or ownership of the Assets attributable to Post-Closing Tax Periods and for the preparation and filing of all Tax Returns of the Affiniti Companies that are required to be filed after the Closing Date. (iv) No later than ten five (105) Business Days prior to the due date for the payment of any Taxes on with respect to any Tax Returns for which the Return prepared by Buyer has filing responsibility pursuant to subsection (ii), the Sellers shall pay with respect to the Buyer the amount of Taxes owed by the Sellers, as reasonably determined by the Buyer in accordance with the provisions of Section 5.5(a) and 5.5(c). No payment pursuant Affiniti Companies (giving effect to this subsection (iii) shall excuse the Sellers from their indemnification obligations pursuant to Section 5.5(a) if the amount of Taxes for which Sellers are liable under this Agreement as ultimately determined (on audit or otherwiseextensions) for the periods covered by such Tax Returns exceeds the amount of the Sellers’ payment under this Section 5.5(b)(iii). If the amount of Taxes for which Sellers are liable under this Agreement as ultimately determined Straddle Period or five (on audit or otherwise) for the periods covered by such Tax Returns is less than the amount of the Sellers’ payment under this Section 5.5(b)(iii), the Buyer shall reimburse to Sellers the amount of such overpayment not later than ten (105) Business Days following written request from Buyer, whichever is later, Seller shall pay Buyer an amount equal to the date excess of the portion of Taxes for the Straddle Period attributable to the Pre-Closing Tax Period, as determined pursuant to the principles set forth in Section 9.8(b), over the amount in the Affiniti Tax Reserve as reflected on Schedule 4.20, except to the extent such ultimate determinationexcess relates to Tax Liabilities in respect of profits derived by the Affiniti Companies in the ordinary course of business between January 1, 2008 and the Closing Date which are retained by the Affiniti Companies at the Closing Date.

Tax Returns; Payment of Taxes. (i) Prior to the Closing Date, the Company The Seller Representative shall timely prepare be responsible for preparation and file with the appropriate Taxing Authorities all Tax filing of any Returns required to be filed by or on behalf of the Target Companies (or with respect to the assets or business of the Target Companies) for tax periods ending on or before the Closing Date (“Pre-Closing Returns”). The Purchaser shall cooperate reasonably with the Seller Representative, to the extent reasonably necessary, in the preparation of such Pre-Closing Returns, including by making each Target Company’s books and records available for inspection by the Seller Representative, the Seller Representative’s accountants, auditors and attorneys upon reasonable advance notice. The Equity Sellers, in accordance with their respective Indemnity Share, shall be responsible for the payment of all income Taxes payable by or on behalf of the Target Companies with respect to the Pre-Closing Returns. Taxes other than income Taxes for each Target Company for tax periods beginning prior to the Closing and which are unpaid as of the Closing are to be borne by the Equity Sellers (based on the express provisions of Section 6.6(b)(ii)) except to the extent taken into account in calculating Net Working Capital. (ii) The Purchaser shall be responsible for preparation and filing of all other Returns required to be filed after the Closing by or on behalf of the Target Companies (or with respect to the assets or business of the Target Companies) for tax periods ending after the Closing, and, subject to the provisions below relating to Straddle Returns, the Purchaser shall be responsible for the payment of all Taxes payable by or on behalf of the Target Companies with respect to such Returns. Any such Returns that are for tax periods beginning before and ending after the Closing (“Straddle Returns”) shall be submitted to the Seller Representative for its review at least 30 days prior to the filing date of such Return (in the case of income Tax Returns) and at least 15 days prior to the filing date of such Return (in the case of Returns other than income Tax Returns) and shall pay all not be filed without the prior approval of the Seller Representative which approval shall not be unreasonably withheld. If the Seller Representative and the Purchaser cannot agree on the amount of Taxes due owed by any Target Company or the treatment of an item shown on such Tax Return within fifteen (15) days, the Purchaser and the Seller Representative shall refer the matter to the CPA Firm. The Purchaser and the Seller Representative shall each bear 50% of the fees and expenses of the CPA Firm. The determination of the CPA Firm as to the amount owing by any Target Company with respect to such Tax Returns or owed (whether or not shown to shall be due binding on any both the Purchaser and the Equity Sellers for purposes of filing such Tax Returns). (ii) Buyer shall cause the Company to timely prepare and file with the appropriate Taxing Authorities all Tax Returns related . Except to the Company not described extent taken into account in subsection (i) above andcalculating Net Working Capital, subject to the rights to payment from the Sellers under subsection (iii) below, shall cause the Company to pay all Taxes due with respect to such Tax Returns or owed (whether or not shown to be due on any Tax Returns). In the case of any Tax Return required to be filed pursuant to this subsection (ii) that reflects Taxes that are the subject of indemnification by the Sellers under Section 5.5(a), above, Buyer shall provide the Seller Representative at least fifteen (15) Business Days before filing with copies of such completed Tax Returns, along with supporting workpapers, for the review and approval of the Seller Representative, on behalf of and for the account of the Equity Sellers (in accordance with their respective Indemnity Share), shall reimburse the Purchaser for that portion of any income Taxes payable by such approval not to be unreasonably withheld or delayed. The Seller Representative and the Buyer shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that the Seller Representative and the Buyer are unable to resolve any dispute Target Company with respect to such Tax Straddle Returns prior that relate to the due date for filing, such dispute shall be resolved pursuant to Section 5.5(g), which resolution shall be binding period ending on the parties. (iii) Not later than ten (10) Business Days prior to the due date for the payment Closing Date. For purposes of Taxes on any Tax Returns for which the Buyer has filing responsibility pursuant to subsection (iithis Section 6.6(b), the portion of the Taxes payable by each Target Company with respect to a Straddle Return that relates to the period ending on the Closing Date shall be determined, in the case of Taxes based on income or receipts, based on an interim closing of the books of such Target Company, and in the case of all other Taxes, by prorating such Taxes based on a ratio of (A) the number of days in the tax period through and including the Closing Date to (B) the total number of days in the tax period; provided, however, that the Equity Sellers shall pay to not be responsible for any Tax incurred after the Buyer Closing Date as a result of any action by any Target Company or the amount of Taxes owed by Purchaser other than in the Sellers, as reasonably determined by the Buyer in accordance with the provisions of Section 5.5(a) and 5.5(c). No payment pursuant to this subsection (iii) shall excuse the Sellers from their indemnification obligations pursuant to Section 5.5(a) if the amount of Taxes for which Sellers are liable under this Agreement as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns exceeds the amount ordinary course of the Sellers’ payment under this Section 5.5(b)(iii). If the amount of Taxes for which Sellers are liable under this Agreement as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns is less than the amount of the Sellers’ payment under this Section 5.5(b)(iii), the Buyer shall reimburse to Sellers the amount business of such overpayment not later than ten (10) Business Days following the date of such ultimate determinationTarget Company.

Tax Returns; Payment of Taxes. (i) Prior Except for Pre-Closing Income Tax Returns as provided in Section 5.3(a)(ii), Purchaser shall, at Purchaser’s expense, prepare or cause to the Closing Datebe prepared in a manner consistent with past practices, the Company shall except as otherwise required by applicable Law, and cause to be timely prepare and file with the appropriate Taxing Authorities filed all Tax Returns required to be filed of the Company for (A) all taxable periods ending on or before the Closing Date and shall pay all Taxes due with respect to such for which Tax Returns or owed have not been filed as of the Closing Date, and (whether or not shown to be due on B) any Tax Returns). (ii) Buyer shall cause the Company to timely prepare and file with the appropriate Taxing Authorities all Tax Returns related to the Company not described in subsection (i) above and, subject to the rights to payment from the Sellers under subsection (iii) below, shall cause the Company to pay all Taxes due with respect to such Tax Returns or owed (whether or not shown to be due on any Tax Returns)Straddle Period. In the case of any such Tax Return required to be filed pursuant to this subsection (ii) that reflects Taxes that are for any Straddle Period, and in accordance with the subject of indemnification by the Sellers under principles set forth in Section 5.5(a5.3(e), abovePurchaser shall also determine the portion of the Taxes shown as due on such Tax Return that is allocable to a Pre-Closing Tax Period and the portion of the Taxes shown as due on such Tax Return, Buyer if any, that is allocable to the Tax period (or portion thereof) beginning after the Closing Date, which determination shall provide the Seller Representative at least fifteen be set forth in a statement (15“Statement”) Business Days before filing with prepared by Purchaser. Purchaser shall deliver copies of each such completed Tax Returns, along with supporting workpapers, Return (and related work papers) and any Statement related thereto to the Representative for the its review and approval of the Seller Representative, (such approval not to be unreasonably withheld withheld, conditioned or delayed) at least forty-five (45) days prior to the due date (including any extensions thereof) for filing such Tax Return. The Seller Representative shall notify Purchaser of any disputed issues with respect to such Tax Return and, if applicable, the Statement related thereto, within fifteen (15) days from the date on which Purchaser provides such Tax Returns and, if applicable, the Statement related thereto, to the Representative. Purchaser and the Buyer Representative shall attempt in good faith to resolve reach agreement with respect to any disagreements regarding issue resulting from any review of such Tax Return and, if applicable, the Statement related thereto. (ii) After the Closing, the Representative shall, at the Company Securityholders’ expense, cause the tax return preparation firm engaged by the Company immediately prior to the Closing (the “Accounting Firm”) to complete preparation of all Tax Returns for income and franchise Taxes with respect to the Company for all taxable periods ending on or before the Closing Date that are due after the Closing Date (“Pre-Closing Income Tax Returns”) in a manner consistent with past practice, except as required by applicable Law. The Representative shall deliver copies of each such Tax Return (and related workpapers) to Purchaser for its review and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior to the due date (including any extensions thereof) for filingfiling such Tax Return, but not earlier than twenty-five (25) days following the Closing Date. In Purchaser shall notify the event that the Seller Representative and the Buyer are unable to resolve of any dispute disputed issues with respect to any such Tax Returns prior to Return within fifteen (15) days from the due date for filing, such dispute shall be resolved pursuant to Section 5.5(g), which resolution shall be binding on the parties. (iii) Not later than ten (10) Business Days prior to the due date for the payment of Taxes on any Tax Returns for which the Buyer has filing responsibility pursuant to subsection (ii), the Sellers shall pay to the Buyer the amount of Taxes owed by the Sellers, as reasonably determined by the Buyer in accordance with the provisions of Section 5.5(a) and 5.5(c). No payment pursuant to this subsection (iii) shall excuse the Sellers from their indemnification obligations pursuant to Section 5.5(a) if the amount of Taxes for which Sellers are liable under this Agreement as ultimately determined (on audit or otherwise) for the periods covered by Representative provides such Tax Returns exceeds the amount Return to Purchaser. The Representative and Purchaser shall attempt in good faith to reach agreement with respect to any issue resulting from any review of the Sellers’ payment under this Section 5.5(b)(iii). If the amount of Taxes for which Sellers are liable under this Agreement as ultimately determined (on audit or otherwise) for the periods covered by any such Tax Returns is less than the amount of the Sellers’ payment under this Section 5.5(b)(iii), the Buyer shall reimburse to Sellers the amount of such overpayment not later than ten (10) Business Days following the date of such ultimate determinationReturn.

Tax Returns; Payment of Taxes. (i) Prior Buyer shall, at its own expense, prepare or cause to the Closing Date, the Company shall be prepared and timely prepare and file with the appropriate Taxing Authorities or cause to be timely filed all Tax Returns of the Group Companies that are required to be filed on or before after the Closing Date and shall pay all Taxes due with respect to Date. To the extent that any such Tax Returns or owed (whether or not shown to be due on any Return includes a Pre-Closing Tax Returns). (ii) Buyer shall cause the Company to timely prepare and file with the appropriate Taxing Authorities all Tax Returns related to the Company not described in subsection (i) above and, subject to the rights to payment from the Sellers under subsection (iii) below, shall cause the Company to pay all Taxes due with respect to such Tax Returns or owed (whether or not shown to be due on any Tax Returns). In the case of any Tax Return required to be filed pursuant to this subsection (ii) that reflects Taxes that are the subject of indemnification by the Sellers under Section 5.5(a), abovePeriod, Buyer shall (A) provide the Seller Stockholders’ Representative with a copy of each such draft Tax Return at least fifteen (15) Business Days before filing with copies calendar days prior to the earlier of such completed Tax Returns, along with supporting workpapers, for (x) the review and approval of the Seller Representative, such approval not to be unreasonably withheld or delayed. The Seller Representative and the Buyer shall attempt in good faith to resolve any disagreements regarding date such Tax Returns prior to Return is filed and (y) the due date for filingfiling such return (taking into account any extensions thereof) and (B) promptly deliver such additional information regarding such Tax Return as may reasonably be requested by the Stockholders’ Representative. In the event that the Seller Representative Buyer shall reasonably and the Buyer are unable to resolve in good faith consider any dispute with respect revisions to such Tax Returns prior as are requested by the Stockholders’ Representative, provided that such revisions are requested no more than seven (7) days after such Tax Return is delivered to the due date for filingStockholders’ Representative. If Buyer and the Stockholders’ Representative are unable through good faith negotiations to resolve any objection raised by the Stockholders’ Representative with respect to any such Tax Returns, such dispute the matter shall be resolved pursuant referred to the Accounting Firm for resolution in accordance with procedures substantially similar to those described in Section 5.5(g2.8(d); provided that if Buyer determined in good faith that such resolution procedures would cause the Tax Returns not to be timely filed, which Buyer may, after good faith consideration of Stockholders’ Representative’s suggested revisions, file such Tax Returns, and as soon as practicable thereafter shall, if necessary, amend such Tax returns in accordance with the abovementioned resolution shall be binding on the parties. (iii) procedures. Not later than ten two (102) Business Days prior to the due date for the payment of Taxes on any Tax Returns Return that includes a Pre-Closing Period, Buyer shall be entitled to receive from the General Indemnity Escrow Fund the amount of Taxes, if any, for which the Buyer has filing responsibility pursuant to subsection (ii), the Sellers shall pay to the Buyer the amount of Taxes owed by the Sellers, as reasonably determined by the Buyer in accordance with the provisions of Section 5.5(a) and 5.5(c). No payment pursuant to this subsection (iii) shall excuse the Sellers from their indemnification obligations Equity Holders are liable pursuant to Section 5.5(a) if the amount of Taxes for which Sellers are liable under this Agreement as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns exceeds the amount of the Sellers’ payment under this Section 5.5(b)(iii5.4(a). If the amount of Taxes for which Sellers are liable under this Agreement as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns is less than the amount of the Sellers’ payment under this Section 5.5(b)(iii), the Buyer shall reimburse to Sellers the amount of such overpayment not later than ten (10) Business Days following the date of such ultimate determination.

Tax Returns; Payment of Taxes. Purchaser and Seller agree that: (i) Prior To the extent permitted by applicable Law, with respect to each Group Company, each party hereto shall (and shall cause their Affiliates, including the Company, to) elect for all Income Tax purposes to treat any taxable period that includes the Closing Date, Date as ending at the Company shall timely prepare and file with the appropriate Taxing Authorities all Tax Returns required to be filed on or before end of the Closing Date and shall pay to treat all Taxes due items for Income Tax purposes with respect to such a taxable period as allocable based on a closing of the books on the Closing Date. Without limiting the generality of the foregoing, to the extent an election under Treasury Regulation Section 1.245A-5(e)(3)(i) to close the taxable year of any eligible and applicable non-U.S. Group Company for U.S. federal Income Tax Returns or owed purposes as of the end of the Closing Date is permitted under applicable Law, the parties shall, and shall cause their respective Affiliates to, cooperate in timely making such an election, and shall take all actions necessary and appropriate (whether or not shown including filing such forms, returns, elections, schedules and other documents as may be required) to effect and preserve such election. Each party hereto shall take such steps as may be due on any Tax Returnsnecessary to give effect to this Section 5.07(a)(i). (ii) Buyer With respect to each Non-Income Tax Return of any Group Company (other than any Non-Income Tax Return prepared by Seller pursuant to Section 5.07(a)(iv)) for any Pre-Closing Tax Period that is due (taking into account any available extension for filing such Tax Return) after the Closing Date (any Tax Return prepared pursuant to this Section 5.07(a)(ii), a “Purchaser Return”), Purchaser shall cause the Company to timely prepare and file such Purchaser Return in accordance with the appropriate Taxing Authorities all Tax Returns related past practice of the applicable Group Company, unless otherwise required by applicable Law; provided that (A) Purchaser shall prepare each Purchaser Return in accordance with Section 5.07(j) and Section 5.07(k) (to the Company not described extent applicable to any Purchaser Return) and (B) Purchaser shall provide a draft of each Purchaser Return that could reasonably be expected to give rise to an indemnification obligation of Seller pursuant to Section 8.03, at least 30 days before the due date for filing such Purchaser Return (or if such due date is less than 30 days after the Closing Date, as soon as reasonably practicable, or if such Purchaser Return is filed on a monthly basis, at least five days before the due date for filing such Purchaser Return) for Seller’s review and comment. Purchaser shall take into account in subsection (i) above andgood faith any reasonable comments received from Seller; provided, subject that to the rights to payment extent the Purchaser does not accept any reasonable comments from Seller, the Sellers under subsection (iii) below, parties shall cause the Company to pay all Taxes due with respect to such Tax Returns or owed (whether or not shown to be due on any Tax Returns). In the case of any Tax Return required to be filed pursuant to this subsection (ii) that reflects Taxes that are the subject of indemnification by the Sellers under Section 5.5(a), above, Buyer shall provide the Seller Representative at least fifteen (15) Business Days before filing with copies of such completed Tax Returns, along with supporting workpapers, for the review and approval of the Seller Representative, such approval not to be unreasonably withheld or delayed. The Seller Representative and the Buyer shall attempt cooperate in good faith to resolve any disagreements regarding the dispute, and if they are unable to resolve the dispute within 10 Business Days after Purchaser’s receipt of such Tax Returns comments from Seller, a nationally recognized accounting firm mutually acceptable to the Purchaser and Seller (the “Accounting Firm”) shall resolve the dispute, and each of Seller and Purchaser shall bear 50% of the costs of the Accounting Firm; provided further that if such dispute is not resolved prior to the due date of the applicable Purchaser Return (taking into account applicable extensions for filing. In the event that the Seller Representative and the Buyer are unable to resolve any dispute filing such Purchaser Return), Purchaser shall timely file such Purchaser Return reflecting all agreed comments and, solely with respect to any disputed items in the manner it sees fit, and, following the determination of the applicable dispute by the Accounting Firm, Purchaser shall cause such Tax Returns prior Purchaser Return to be amended as necessary to reflect the due date for filing, Accounting Firm’s resolution of such dispute shall be resolved pursuant to Section 5.5(g), which resolution shall be binding on the parties. (iii) Not later than ten (10) dispute. At least two Business Days prior to the due date for the payment of Taxes on any Tax Returns for which the Buyer has filing responsibility pursuant to subsection Purchaser Return (iitaking into account applicable extensions), the Sellers New Seller Subsidiary shall, and Seller shall cause New Seller Subsidiary to (or shall on behalf of New Seller Subsidiary), pay to the Buyer Purchaser, by wire transfer of immediately available funds, the amount of any Taxes owed for any Pre-Closing Tax Period set forth as due and owing on such Purchaser Return. (iii) With respect to each Tax Return of any Group Company for any Pre-Closing Tax Period (excluding any Tax Return prepared by Seller pursuant to Section 5.07(a)(iv) and any Purchaser Return) that is due (taking into account any available extension for filing such Tax Return) after the SellersClosing Date (any Tax Return prepared pursuant to this Section 5.07(a)(iii), as reasonably determined by the Buyer a “Seller Return”), Seller shall prepare such Seller Return in accordance with the provisions past practice of the applicable Group Company, unless otherwise required by applicable Law; provided that (A) Seller shall prepare each Seller Return in accordance with Section 5.5(a5.07(j) and 5.5(cSection 5.07(k) (to the extent applicable to any Seller Return) and (B) Seller shall provide a draft of each Seller Return, at least 30 days before the due date for filing such Seller Return (or if such due date is less than 30 days after the Closing Date, as soon as reasonably practicable) for Purchaser’s review and comment. Seller shall take into account in good faith any reasonable comments received from Purchaser; provided that to the extent Seller does not accept any reasonable comments from the Purchaser to such Seller Return, the parties shall cooperate in good faith to resolve the dispute, and if they are unable to resolve the dispute within 10 Business Days after Seller’s receipt of such comments from Purchaser, the Accounting Firm shall resolve the dispute, and each of Seller and Purchaser shall bear 50% of the costs of the Accounting Firm; provided, further, that if such dispute is not resolved prior to the due date of the applicable Seller Return (taking into account applicable extensions for filing such Seller Return), Purchaser shall timely file such Seller Return reflecting all agreed comments and, solely with respect to any disputed items in the manner Purchaser sees fit, and, following the determination of the applicable dispute by the Accounting Firm, Purchaser shall cause such Seller Return to be amended as necessary to reflect the Accounting Firm’s resolution of such dispute. No payment pursuant At least two Business Days prior to the due date of any Seller Return (taking into account applicable extensions), New Seller Subsidiary shall, and Seller shall cause New Seller Subsidiary to (or shall on behalf of New Seller Subsidiary), pay to Purchaser, by wire transfer of immediately available funds, the amount of any Taxes for any Pre-Closing Tax Period set forth as due and owing on such Seller Return. (iv) Notwithstanding anything in this subsection (iii) shall excuse Agreement to the Sellers from their indemnification obligations contrary, except as otherwise and solely to the extent required pursuant to Section 5.5(a5.07(c), (A) if Seller shall have the amount right to prepare and file all Tax Returns of the Seller Consolidated Group, (B) in no event shall Seller be required to provide any Person with any Tax Return or copy of any Tax Return of (I) Seller or any of its Affiliates (other than the Group Companies) and a pro forma of any portions of a Tax Return filed with respect to a Group Company that relates solely to the Group Companies or (II) a Seller Consolidated Group (other than a pro forma of any portion of a Tax Return of a Seller Consolidated Group that relates solely to the Group Companies), and (C) neither Purchaser nor any of its Affiliates shall have any rights with respect to any audit, examination, contest or other Proceeding relating to Taxes for which Sellers are liable under this Agreement as ultimately determined or any Tax Return of (on audit I) Seller or otherwiseany of its Affiliates (other than the Group Companies) or (II) a Seller Consolidated Group; provided that, for the periods covered by such avoidance of doubt, Seller shall prepare all applicable Tax Returns exceeds the amount of the Sellers’ payment Seller Consolidated Group in accordance with Section 5.07(j) and Section 5.07(k). (v) Each Partnership Group Subsidiary shall make an election under this Section 5.5(b)(iii754 of the Code for the taxable year that includes the Closing Date (unless such an election is already in effect). If To the amount extent there is any other Group Company that is classified as a partnership for U.S. federal Income Tax purposes as of Taxes for which Sellers are liable the Closing Date, the Seller shall use commercially reasonable efforts and cooperate with Purchaser in causing such Group Company to make an election under this Agreement as ultimately determined (on audit or otherwise) Section 754 of the Code for the periods covered by taxable year that includes the Closing Date (unless such Tax Returns an election is less than the amount of the Sellers’ payment under this Section 5.5(b)(iiialready in effect), the Buyer shall reimburse to Sellers the amount of such overpayment not later than ten (10) Business Days following the date of such ultimate determination.

Tax Returns; Payment of Taxes. (a) Sellers’ Representative shall prepare, or cause to be prepared, (i) Prior to the Closing Date, the Company shall timely prepare and file with the appropriate Taxing Authorities all Tax Returns of the Companies for all Pre-Closing Date Tax Periods that are required to be filed on or before after the Closing Date and shall pay all Taxes due with respect to such Tax Returns or owed (whether or not shown to be due on any Tax Returns). (ii) Buyer shall cause the Company to timely prepare and file with the appropriate Taxing Authorities all Tax Returns related of Holdings for all Pre-Closing Date Tax Periods and Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with past practices of the Companies except to the Company not described extent otherwise required by this Agreement or applicable Law. Reasonably in subsection (i) above and, subject to advance of the rights to payment from the Sellers under subsection (iii) below, shall cause the Company to pay all Taxes due with respect to date for filing of each such Tax Returns or owed (whether or not shown to be due on any Tax Returns). In Return, which in the case of any Tax Return required to be filed pursuant to this subsection (ii) that reflects Taxes that are the subject of indemnification by the Sellers under Section 5.5(a), above, Buyer shall provide the Seller Representative at least fifteen (15) Business Days before filing with copies of such completed Tax Returns, along with supporting workpapers, for the review and approval of the Seller Representative, such approval not to be unreasonably withheld or delayed. The Seller Representative and the Buyer shall attempt in good faith to resolve any disagreements regarding such Income Tax Returns shall be no later than 30 days prior to the due date for filingfiling each such Tax Return, Sellers’ Representative shall deliver a copy of such Tax Return, together with all supporting documentation and workpapers, to Buyers for their review and comment. In Sellers’ Representative shall include in the event that Tax Return all reasonable comments provided by Buyers with respect to any such draft copy. Seller’s Representative will cause (x) such Tax Return (as revised to incorporate Buyers’ reasonable comments) to be timely filed and will provide a copy to Buyers and (y) timely payment in full to the applicable Taxing Authority the amount of any Seller Representative and the Buyer are unable to resolve any dispute Taxes with respect to such Tax Return. (b) Buyers shall prepare and file, or cause to be prepared and filed, all Tax Returns of the Companies for all Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with past practices of the Companies, except to the extent otherwise required by this Agreement or applicable Law. Reasonably in advance of the due date for filing of each such Tax Return, which in the case of Income Tax Returns shall be no later than 30 days prior to the due date for filingfiling each such Tax Return, Buyer shall deliver a copy of such dispute Tax Return, together with all supporting documentation and workpapers, to Sellers’ Representative for its review and comment. Buyers shall include in the Tax Return all reasonable comments provided by Sellers with respect to any such draft copy. Buyers will cause such Tax Return (as revised to incorporate Sellers’ Representative’s reasonable comments) to be resolved pursuant timely filed and will provide a copy to Section 5.5(g), which resolution shall be binding on the parties. (iii) Sellers’ Representative. Not later than ten (10) Business Days days prior to the due date for the payment of Taxes on with respect to any Tax Returns Return for which a Straddle Period, Buyers and Sellers’ Representative shall cause the Buyer has filing responsibility pursuant Escrow Agent to subsection distribute to Buyers from the Tax Escrow Fund an amount sufficient to pay any Seller Taxes described in clause (ii)c) of the definition thereof with respect to such Tax Return. Not later than five days prior to the due date for payment of Taxes with respect to such Tax Return, the Sellers shall pay to the Buyer Buyers the amount of any Seller Taxes owed by the Sellers, as reasonably determined by the Buyer in accordance with the provisions of Section 5.5(a) and 5.5(c). No payment pursuant respect to this subsection such Tax Return (iii) shall excuse the Sellers from their indemnification obligations pursuant to Section 5.5(a) if the amount of other than Seller Taxes for which Sellers amounts were distributed to Buyers from the Tax Escrow Fund pursuant to the preceding sentence). (c) For purposes of determining the portion of any Taxes for a Straddle Period that are liable under this Agreement as ultimately determined Seller Taxes, the portion of any such Taxes that is attributable to the portion of such Straddle Period ending on the Closing Date shall be: (on audit i) in the case of Taxes that are either (A) based upon or otherwiserelated to income or receipts, or (B) for the periods covered by such Tax Returns exceeds 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 each Company ended with (and included) the Sellers’ payment under this Section 5.5(b)(iii). If 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 amount 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 (ii) in the case of Taxes for which Sellers that are liable under this Agreement as ultimately determined (imposed on audit a periodic basis with respect to the assets or otherwise) for the periods covered by such Tax Returns is less than the amount capital of the Sellers’ payment under this Section 5.5(b)(iii)any Company, the Buyer shall reimburse deemed to Sellers be the amount of such overpayment not later than ten Taxes for the entire Straddle Period (10) Business Days following or, in the date case of such ultimate determinationTaxes 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 including the Closing Date and the denominator of which is the number of calendar days in the entire period. (iii) in the case of VAT, the relative VAT chargeable on supplies made by the supplier, and allowing for VAT on supplies made to the supplier, on or before the Closing Date.