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

Tax Returns; Payment of Taxes. (a) Seller Representative shall prepare, or cause to be prepared, all Tax Returns of the Companies for all Pre-Closing Date Tax Periods that are required to be filed after the Closing Date. 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 filing each such Tax Return, Seller Representative shall deliver a copy of such Tax Return, together with all supporting documentation and workpapers, to Buyer for its review and comment. Seller Representative shall include in the Tax Return all reasonable comments provided by Buyer with respect to any such draft copy. Buyer will cause such Tax Return (as revised to incorporate Buyer’s reasonable comments) to be timely filed and will provide a copy to Seller Representative. Not later than five days prior to the due date for payment of Taxes with respect to any Tax Return for a Pre-Closing Date Tax Period, Sellers shall pay to Buyer the amount of any Seller Taxes with respect to such Tax Return. (b) Buyer 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 filing each such Tax Return, Buyer shall deliver a copy of such Tax Return, together with all supporting documentation and workpapers, to Seller Representative for its review and comment. Buyer shall include in the Tax Return all reasonable comments provided by Sellers with respect to any such draft copy. Buyer will cause such Tax Return (as revised to incorporate Seller Representative’s reasonable comments) to be timely filed and will provide a copy to Seller Representative. Not later than five days prior to the due date for payment of Taxes with respect to any Tax Return for a Straddle Period, Sellers shall pay Buyer the amount of any Seller Taxes with respect to such Tax Return. (c) For purposes of determining the portion of any Taxes for a Straddle Period that are 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: (i) in the case of Taxes that are either (1) based upon or related to income or receipts, or (2) 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 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. (ii) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of any Company, deemed to be the amount of such Taxes for the entire Straddle Period (or, in the 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 including the Closing Date and the denominator of which is the number of calendar days in the entire period. (d) For the avoidance of doubt, the amount of any “net operating loss” under Section 172 of the Code for the taxable year ended December 31, 2016 that is available to be carried forward to subsequent taxable years shall be first used to offset any taxable income of the Company for the short-taxable year that ends on and includes the Closing Date.

Tax Returns; Payment of Taxes. (a) Seller Representative shall prepare, or cause to be prepared, all Tax Returns of the Companies for all Pre-Closing Date Tax Periods that are required to be filed after the Closing Date, and shall designate a special officer approved by Buyer to sign such Tax Returns after the Closing Date. 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 Income Tax Returns shall be no later than 30 days prior to the due date for filing each such Tax Return, Seller Representative shall deliver a copy of such Tax Return, together with all supporting documentation and workpapers, to Buyer for its review and comment. Seller Representative shall include in the Tax Return all reasonable comments provided by Buyer with respect to any such draft copy. Buyer will cause such Tax Return (as revised to incorporate Buyer’s reasonable comments) to be timely filed and will provide a copy to Seller RepresentativeSeller. Not later than five days prior to the due date for payment of Taxes with respect to any Tax Return for a Pre-Closing Date Tax Period, Sellers Seller shall pay to Buyer or any applicable Tax Governmental Entity the amount of any Seller Taxes with respect to such Tax Return. (b) Buyer 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 filing each such Tax Return, Buyer shall deliver a copy of such Tax Return, together with all supporting documentation and workpapers, to Seller Representative for its review and comment. Buyer shall include in the Tax Return all reasonable comments provided by Sellers Seller with respect to any such draft copy. Buyer will cause such Tax Return (as revised to incorporate Seller RepresentativeSeller’s reasonable comments) to be timely filed and will provide a copy to Seller RepresentativeSeller. Not later than five days prior to the due date for payment of Income Taxes with respect to any Tax Return for Income Taxes for a Straddle Period, Sellers Seller shall pay Buyer the amount of any Seller Taxes with respect to such Tax Return. (c) For purposes of determining the portion of any Taxes for a Straddle Period that are 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: (i) in the case of Taxes that are either (1) based upon or related to income or receipts, or (2) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax period of each Company 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. (iid) in the case of Taxes that are imposed on any Company on a periodic basis with respect to the assets or capital of any such Company shall be accrued on such Company, deemed ’s Latest Balance Sheet in an amount equal to be the amount an estimate of such Taxes for the entire Straddle Period (or, in the 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 including the Closing Date and the denominator of which is the number of calendar days in the entire period. (d) . For the avoidance of doubt, the amount such prorated Taxes shall not be deemed Retained Liabilities for purposes of any “net operating loss” under Section 172 of the Code for the taxable year ended December 31, 2016 that is available to be carried forward to subsequent taxable years shall be first used to offset any taxable income of the Company for the short-taxable year that ends on and includes the Closing Datethis Agreement.

Tax Returns; Payment of Taxes. (ai) Seller The Stockholders or the Representative shall prepare, or cause to be prepared, and cause the timely filing of all federal, state, local or foreign income and franchise Tax Returns of the Companies Company for all Pre-Closing Date Tax Periods that are required to be filed after taxable periods ending on or before the Closing Date. Such Tax Returns shall be prepared on and filed in accordance with applicable Law and in a basis manner consistent with past practices practices. The Stockholders shall cause to be timely paid all Taxes shown as due on such income and franchise Tax Returns for all periods covered by such Tax Returns; provided, however, that Buyer shall cause the Company to pay such amount of Taxes related to such Tax Returns as was reflected as a liability on the Companies except Final Balance Sheet. The Representative shall provide Buyer with copies of all such Tax Returns as soon as practicable after the preparation, but prior to the extent filing thereof, for Buyer’s review and approval, which approval may not be unreasonably withheld, delayed or conditioned. (ii) Buyer shall prepare, or cause to be prepared in a manner consistent with past practices, except as otherwise required by this Agreement or applicable Law. Reasonably in advance , and shall cause to be timely filed, all other Tax Returns of the due date Company for filing any taxable period ending on or before the Closing Date which have not been filed as of each the Closing Date. The Buyer shall provide Representative with copies of all such Tax ReturnReturns as soon as practicable after the preparation, but prior to the filing thereof, for Representative’s review and approval, which approval may not be unreasonably withheld, delayed or conditioned. Buyer will not allow the amendment of any Tax Return relating to any taxable period ending on or before the Closing Date, or the carryback of an item to any Tax Return relating to any taxable period ending on or before the Closing Date, without the prior written approval of the Representative, which approval shall not be unreasonably withheld, delayed or conditioned. (iii) Buyer shall prepare or cause to be prepared in a manner consistent with past practices, except as otherwise required by applicable Law, and cause to be timely filed all Tax Returns of the Company for Straddle Periods. Buyer shall pay or cause to be paid all Taxes shown as due on the Tax Returns described in the case preceding sentence. The Buyer shall provide Representative with copies of income all such Tax Returns shall as soon as practicable after the preparation, but prior to the filing thereof, for Representative’s review and approval, which approval may not be no unreasonably withheld, delayed or conditioned. Upon the later than 30 of fifteen (15) business days from the Buyer’s delivery to the Representative of a reasonably documented request therefor or five (5) business days prior to the due date for filing each such Tax Return, Seller Representative shall deliver a copy of such Tax Return, together with all supporting documentation and workpapers, to Buyer for its review and comment. Seller Representative shall include in the Tax Return all reasonable comments provided by Buyer with respect to any such draft copy. Buyer will cause such Tax Return (as revised to incorporate Buyer’s reasonable comments) to be timely filed and will provide a copy to Seller Representative. Not later than five days prior to the due date for payment of Taxes with respect to any Tax Return for a Pre-Closing Date Tax Periodprepared pursuant to this Section 5.3(a)(iii), Sellers the Stockholders shall pay to Buyer the amount of any Seller Taxes with respect shown as due on such Tax Returns that relates to the Pre-Closing Tax Period and which exceeds the amount reflected as a liability related to such Taxes on the Final Balance Sheet. For purposes of this Agreement, “Straddle Period” means any taxable period that includes but does not end on the Closing Date, and “Pre-Closing Tax Return. (b) Buyer shall prepare and file, Period” means any taxable period or cause to be prepared and filed, all Tax Returns of portion thereof ending on or before the Companies for all Straddle PeriodsClosing Date. 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 In the case of income Tax Returns shall be no later than 30 days prior to the due date for filing each such Tax Return, Buyer shall deliver a copy of such Tax Return, together with all supporting documentation and workpapers, to Seller Representative for its review and comment. Buyer shall include in the Tax Return all reasonable comments provided by Sellers with respect to any such draft copy. Buyer will cause such Tax Return (as revised to incorporate Seller Representative’s reasonable comments) to be timely filed and will provide a copy to Seller Representative. Not later than five days prior to the due date for payment of Taxes with respect to any Tax Return for a Straddle Period: (i) real, Sellers personal and intangible property Taxes of the Company for the Pre-Closing Tax Period shall pay Buyer equal the amount of any Seller Taxes with respect to such Tax Return. (c) For purposes of determining the portion of any property Taxes for a Straddle Period that are 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: (i) in the case of Taxes that are either (1) based upon or related to income or receipts, or (2) 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 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. (ii) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of any Company, deemed to be the amount of such Taxes for the entire Straddle Period (or, in the 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 including the Pre-Closing Date Tax Period and the denominator of which is the number of calendar days in the entire period. Straddle Period; and (dii) For the avoidance of doubt, the amount of any “net operating loss” under Section 172 of the Code for the taxable year ended December 31, 2016 that is available to be carried forward to subsequent taxable years shall be first used to offset any taxable income other Taxes of the Company for the shortPre-taxable year that ends Closing Tax Period shall be computed as if the entire Straddle Period ended as of the close of business on and includes the Closing Date.

Tax Returns; Payment of Taxes. Purchaser and Seller agree that: (ai) In the case of any Pre-Closing Separate Return that is required by applicable Law to be filed on or before the Closing Date, Seller Representative shall prepare, or cause to be prepared, all Tax Returns of the Companies for all such Pre-Closing Date Tax Periods Separate Return and shall (x) timely file, or cause to be filed, such Pre-Closing Separate Return with the relevant Taxing Authority (in each case in accordance with the past practices of the applicable Group Company except as otherwise required by applicable Law) and (y) timely pay, or cause to be paid, to the relevant Taxing Authority the amount shown as due on such Pre-Closing Separate Return. (ii) In the case of any Pre-Closing Separate Return that are is required by applicable Law to be filed after the Closing Date, Purchaser shall prepare, or cause to be prepared, such Pre-Closing Separate Return and shall (x) timely file, or cause to be filed, such Pre-Closing Separate Return with the relevant Taxing Authority (in each case in accordance with the past practices of the applicable Group Company except as otherwise required by applicable Law) and (y) timely pay, or cause to be paid, to the relevant Taxing Authority the amount shown as due on such Pre-Closing Separate Return. (iii) Seller shall prepare all Tax Returns of the Seller Consolidated Group. Such Any such Tax Return of the Seller Consolidated Group that includes one or more of the Group Companies or reflects any item of income, gain, loss or deduction attributable to the Business, shall be prepared, and all elections with respect to such Tax Returns shall be prepared on made, in a basis manner consistent with past practices the prior practice of the Companies except to the extent otherwise required by this Agreement or applicable Law. Reasonably Seller in advance of the due date for filing of each preparing such Tax Return, which Returns. Seller shall provide Purchaser with completed drafts of such Tax Returns described in the case of income Tax Returns shall be no later than 30 preceding sentence for Purchaser’s review and comment at least thirty (30) days prior to the due date for filing each thereof, and shall consider in good faith any such revisions to such Tax Return, Seller Representative shall deliver a copy of Returns as are reasonably requested by Purchaser to the extent such Tax Return, together with all supporting documentation and workpapers, to Buyer for its review and comment. Seller Representative shall include in the Tax Return all reasonable comments provided by Buyer revisions are with respect to any such draft copy. Buyer will cause such Tax Return (as revised to incorporate Buyer’s reasonable comments) to be timely filed and will provide a copy to Seller Representative. Not later than five days prior Taxes arising out of or relating to the due date for payment of Taxes with respect to any Tax Return for a Pre-Closing Date Tax Period, Sellers shall pay to Buyer the amount of any Seller Taxes with respect to such Tax ReturnBusiness. (b) Buyer 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 filing each such Tax Return, Buyer shall deliver a copy of such Tax Return, together with all supporting documentation and workpapers, to Seller Representative for its review and comment. Buyer shall include in the Tax Return all reasonable comments provided by Sellers with respect to any such draft copy. Buyer will cause such Tax Return (as revised to incorporate Seller Representative’s reasonable comments) to be timely filed and will provide a copy to Seller Representative. Not later than five days prior to the due date for payment of Taxes with respect to any Tax Return for a Straddle Period, Sellers shall pay Buyer the amount of any Seller Taxes with respect to such Tax Return. (c) For purposes of determining the portion of any Taxes for a Straddle Period that are 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: (i) in the case of Taxes that are either (1) based upon or related to income or receipts, or (2) 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 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. (ii) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of any Company, deemed to be the amount of such Taxes for the entire Straddle Period (or, in the 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 including the Closing Date and the denominator of which is the number of calendar days in the entire period. (d) For the avoidance of doubt, the amount of any “net operating loss” under Section 172 of the Code for the taxable year ended December 31, 2016 that is available to be carried forward to subsequent taxable years shall be first used to offset any taxable income of the Company for the short-taxable year that ends on and includes the Closing Date.

Tax Returns; Payment of Taxes. Purchaser, Seller and the Company agree that: (ai) Seller Representative shall prepare, or cause the Company and the Company Subsidiary to be prepared, timely prepare and file with the Taxing Authorities all Tax Returns of the Companies for all any Pre-Closing Date Tax Periods Period that are required to be filed by the Company or the Company Subsidiary on or before the Closing Date (taking into account any extensions), and shall cause the Company and the Company Subsidiary to pay (without duplication) all Taxes shown thereon. (ii) Purchaser shall cause the Company and the Company Subsidiary to timely prepare and file with the Taxing Authorities all Tax Returns that are required to be filed by the Company or the Company Subsidiary after the Closing DateDate relating to a Pre-Closing Tax Period and shall cause the Company and the Company Subsidiary to pay all Taxes due with respect to such Tax Returns. Such Except as required by Applicable Law, each such Tax Returns Return shall be prepared on a basis consistent with the past practices practice of the Companies except to Company and the extent otherwise required by this Agreement or applicable LawCompany Subsidiary. 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 At least: (A) 30 calendar days prior to the due date for filing each such any corporation tax Tax Return, Seller Representative shall deliver a copy of such Tax Return, together with all supporting documentation and workpapers, to Buyer for its review and comment. Seller Representative shall include in the Tax Return all reasonable comments provided by Buyer with respect to any such draft copy. Buyer will cause such Tax Return (as revised to incorporate Buyer’s reasonable comments) to be timely filed and will provide a copy to Seller Representative. Not later than five days prior to the due date for payment of Taxes with respect to any Tax Return for a Pre-Closing Date Tax Period, Sellers shall pay to Buyer the amount of any Seller Taxes with respect to such Tax Return.Returns; and (bB) Buyer 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 10 calendar days prior to the due date for filing each any other Tax Returns, (taking into account any extensions), Purchaser shall furnish Seller with a complete copy of any such Tax Return, Buyer shall deliver a copy of Return for Seller's review and comment and no such Tax ReturnReturn shall be filed with any Taxing Authority without Seller's prior written consent, together with all supporting documentation such consent not to be unreasonably withheld or delayed. (iii) Purchaser shall not, and workpapersshall not cause or permit the Company or the Company Subsidiary to, to Seller Representative for its review and comment. Buyer shall include in (A) amend, re-file or otherwise modify any Tax Returns filed on or before the Tax Return all reasonable comments provided by Sellers Closing Date with respect to any Pre-Closing Tax Period or (B) make or change any Tax election that has retroactive effect to any such draft copy. Buyer will cause Pre-Closing Tax Period, in each case without Seller's prior written consent, such Tax Return (as revised to incorporate Seller Representative’s reasonable comments) consent not to be unreasonably withheld or delayed. (iv) Purchaser shall timely prepare and file with the Taxing Authorities all other Tax Returns required to be filed and will provide a copy to Seller Representative. Not later than five days prior to the due date for payment of Taxes with respect to any Tax Return for a Straddle Period, Sellers shall pay Buyer the amount of any Seller all Taxes due with respect to such Tax ReturnReturns. (c) For purposes of determining the portion of any Taxes for a Straddle Period that are 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: (i) in the case of Taxes that are either (1) based upon or related to income or receipts, or (2) 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 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. (ii) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of any Company, deemed to be the amount of such Taxes for the entire Straddle Period (or, in the 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 including the Closing Date and the denominator of which is the number of calendar days in the entire period. (d) For the avoidance of doubt, the amount of any “net operating loss” under Section 172 of the Code for the taxable year ended December 31, 2016 that is available to be carried forward to subsequent taxable years shall be first used to offset any taxable income of the Company for the short-taxable year that ends on and includes the Closing Date.

Tax Returns; Payment of Taxes. (a) Seller Representative shall prepare, or cause to be prepared, all Tax Returns of the Companies for all Pre-Closing Date Tax Periods that are required to be filed after the Closing Date. 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 with extensions 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 with extensions for filing each such Tax Return, Seller Representative shall deliver a copy of such Tax Return, together with all supporting documentation and workpapers, to Buyer for its review and comment. Seller Representative shall include in the Tax Return all reasonable comments provided by Buyer with respect to any such draft copy. Buyer will cause such Tax Return (as revised to incorporate Buyer’s reasonable commentscomments not inconsistent with the Companies’ past practices) to be timely filed and will provide a copy to Seller RepresentativeSeller. Not later than five days prior to the due date for payment of Taxes with respect to any Tax Return for a Pre-Closing Date Tax Period, Sellers Seller shall pay to Buyer the amount of any Seller Taxes with respect to such Tax Return. (b) Buyer 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 filing each such Tax Return, Buyer shall deliver a copy of such Tax Return, together with all supporting documentation and workpapers, to Seller Representative for its review and comment. Buyer shall include in the Tax Return all reasonable comments provided by Sellers Seller with respect to any such draft copy. Buyer will cause such Tax Return (as revised to incorporate Seller RepresentativeSeller’s reasonable comments) to be timely filed and will provide a copy to Seller RepresentativeSeller. Not later than five days prior to the due date for payment of Taxes with respect to any Tax Return for a Straddle Period, Sellers Seller shall pay Buyer the amount of any Seller Taxes with respect to such Tax Return. (c) For purposes of determining the portion of any Taxes for a Straddle Period that are 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: (i) in the case of Taxes that are either (1A) based upon or related to income or receipts, or (2B) 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 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 (ii) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of any a Company, deemed to be the amount of such Taxes for the entire Straddle Period (or, in the 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 including the Closing Date and the denominator of which is the number of calendar days in the entire period. (d) For Any refunds of Taxes relating to the avoidance Companies (including any interest with respect thereto) for any Pre-Closing Date Tax Period shall be for the account of doubtSeller. Any refunds of Taxes relating to the Companies (including any interest with respect thereto) for any Tax period beginning after the Closing Date shall be for the account of Buyer. The amount of any refund of Taxes of the Companies for any Straddle Period shall be equitably apportioned between Buyer and Seller in accordance with the principles set forth in Section 10.1(c). Each party shall forward, and shall cause its Affiliates to forward, to the party entitled to receive a refund of Tax pursuant to this Section 10.1(d) the amount of any “net operating loss” under Section 172 of the Code for the taxable year ended December 31, 2016 that such refund with 10 days after such refund is available to be carried forward to subsequent taxable years shall be first used to offset any taxable income of the Company for the short-taxable year that ends on and includes the Closing Datereceived.

Tax Returns; Payment of Taxes. Purchaser and Seller agree that: (ai) In the case of any Pre-Closing Separate Return that is required by applicable Law to be filed on or before the Closing Date (each, a “Seller Representative Prepared Pre-Closing Tax Return”), Seller shall prepare(x) timely file, or cause to be preparedfiled, all Tax Returns of the Companies for all such Seller Prepared Pre-Closing Date Tax Periods that are required Return with the relevant Taxing Authority and (y) timely pay, or cause to be filed after paid, to the relevant Taxing Authority the amount shown as due on such Seller Prepared Pre-Closing DateTax Return. Such Seller Prepared Pre-Closing Tax Returns shall be prepared on a basis consistent with past the Transferred Company’s existing procedures and 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 and accounting methods. (ii) In the case of income Tax Returns shall be no later than 30 days prior to the due date for filing each such Tax Return, Seller Representative shall deliver a copy of such Tax Return, together with all supporting documentation and workpapers, to Buyer for its review and comment. Seller Representative shall include in the Tax Return all reasonable comments provided by Buyer with respect to any such draft copy. Buyer will cause such Tax Return (as revised to incorporate Buyer’s reasonable comments) to be timely filed and will provide a copy to Seller Representative. Not later than five days prior to the due date for payment of Taxes with respect to any Tax Return for a Pre-Closing Separate Return that is required by applicable Law to be filed after the Closing Date Tax Period(each, Sellers shall pay to Buyer the amount of any Seller Taxes with respect to such a “Purchaser Prepared Pre-Closing Tax Return. ”), Purchaser shall prepare, or cause to be prepared, such Purchaser Prepared Pre-Closing Tax Return and shall (bx) Buyer shall prepare and timely file, or cause to be prepared and filed, all such Purchaser Prepared Pre-Closing Tax Returns of Return with the Companies for all Straddle Periodsrelevant Taxing Authority and (y) timely pay, or cause to be paid, to the relevant Taxing Authority the amount shown as due on such Purchaser Prepared Pre-Closing Tax Return. Such Purchaser Prepared Pre-Closing Tax Returns shall be prepared on a basis consistent with past the Transferred Company’s existing procedures and practices and accounting methods. Purchaser will provide Seller with copies 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 any such Tax Return, which in the case of income Tax Returns shall be no later than 30 for Seller’s review and comment at least twenty (20) days prior to the due date for filing each thereof (including by giving effect to any extensions thereto). If Seller objects to any item on such Tax ReturnReturns, Buyer it shall deliver within ten (10) days after delivery of such Tax Return notify Purchaser in writing that it so objects, specifying with particularity which item and stating the specific factual or legal basis for such objection. If the notice of objection shall be duly delivered, Purchaser shall make such revisions as are reasonably requested by Seller. After written demand therefor (including by providing a copy of such Tax Return, together with all supporting documentation and workpapers, to Seller Representative for its review and comment. Buyer shall include in the relevant portion of any Purchaser Prepared Pre-Closing Tax Return all reasonable comments provided by Sellers and evidence of payment to the relevant Taxing Authority), Seller shall reimburse Purchaser for any portion of the Taxes payable with respect to any such draft copy. Buyer will cause such Purchaser Prepared Pre-Closing Tax Return (as revised that relates to incorporate Seller Representative’s reasonable commentsa Pre-Closing Tax Period except to the extent such amount was included in the calculation of Indebtedness. For the avoidance of doubt, Purchaser shall not be entitled to make a claim under Section 8.03(a)(iii) to be timely filed and will provide a copy to Seller Representative. Not later than five days prior the extent Taxes were reimbursed under this Section 5.07(a)(ii). (iii) For purposes of this Agreement, to the due date for payment extent permissible under applicable Laws, the parties agree to elect (and have the Transferred Company elect) to have each current Tax year of Taxes the Transferred Company end on the Closing Date and, if such election is not permitted or required in a jurisdiction with respect to any a specific Tax such that the Transferred Company is required to file a Tax Return for a Straddle Period, Sellers shall pay Buyer to utilize the following conventions for determining the amount of any Seller Taxes with respect to such Tax Return. (c) For purposes of determining the portion of any Taxes for a Straddle Period that are Seller Taxes, the portion of any such Taxes that is attributable to the portion of such the Straddle Period ending on the Closing Date: (i) in the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be: (i) in equal the case of Taxes that are either (1) based upon or related to income or receipts, or (2) 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 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. (ii) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of any Company, deemed to be the amount of such Taxes for the entire Straddle Period (or, in the 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 Straddle Period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire period. Straddle Period and (dii) For in the avoidance case of doubtall other Taxes (including income Taxes, sales Taxes, employment Taxes and withholding Taxes), the amount of any “net operating loss” under Section 172 attributable to the portion of the Code Straddle Period ending on the Closing Date shall be determined as if the Transferred Company filed a separate Tax Return with respect to such Taxes for the taxable year ended December 31portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of clause (ii), 2016 that is available to be carried forward to subsequent taxable years (A) any item determined on an annual or periodic basis shall be first used allocated to offset any taxable income the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period; (B) any Tax or item resulting from a transaction engaged in by the Transferred Company for on the short-taxable year that ends Closing Date but after the Closing at the direction of the Purchaser and not otherwise contemplated by this Agreement will be treated as occurring on and includes the day immediately following the Closing Date.

Tax Returns; Payment of Taxes. Purchaser and Seller agree that: (ai) In the case of any Pre-Closing Tax Return that is required by applicable Law to be filed on or before the Closing Date, Seller Representative shall (x) timely file, or cause to be filed, such Tax Return with the relevant Taxing Authority and (y) timely pay, or cause to be paid, to the relevant Taxing Authority the amount shown as due on such Tax Return. Each such Tax Return (other than a Seller Consolidated Return or a Tax Return required to be included in (or filed with) a Seller Consolidated Return) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable Law. Seller shall also prepare and file all Tax Returns for the Companies that are required to be included in (or filed with) a Seller Consolidated Return. (ii) In the case of any Pre-Closing Tax Return that is required by applicable Law to be filed after the Closing Date (other than a Seller Consolidated Return), Seller shall prepare, or cause to be prepared, all such Tax Returns of the Companies for all Pre-Closing Date Tax Periods that are required to be filed after the Closing Date. Such Tax Returns shall be prepared on Return in a basis manner consistent with past practices of the Companies practice, except to the extent as otherwise required by this Agreement or applicable Law. Reasonably in advance of the due date for filing of each Seller shall (A) deliver such Tax Return, which in the case of income Tax Returns shall be no later than to Purchaser (I) at least 30 calendar days prior to the due date for filing each such Tax Return, Seller Representative shall deliver a copy of such Tax Return, together with all supporting documentation and workpapers, to Buyer Return (accounting for its review and comment. Seller Representative shall include any applicable extensions) in the case of a Tax Return all relating to income Taxes and (II) within a reasonable period of time (and in any event no later than five calendar days) before such Tax Return is due in the case of a Tax Return relating to Taxes other than income Taxes, and (B) consider in good faith any comments provided by Buyer of Purchaser with respect to any such draft copyTax Return (other than a Tax Return required to be included in (or filed with) a Seller Consolidated Return). Buyer will Purchaser shall timely file, or cause to be filed, a Tax Return delivered in accordance with this Section 5.07(a)(ii) with the relevant Taxing Authority; provided that Purchaser shall file such Tax Return (in substantially the same form as revised to incorporate Buyer’s reasonable comments) to be timely filed and will provide a copy to that delivered by the Seller, after Seller Representativehas reflected any comments of Purchaser that Seller agrees with in good faith. Not Seller shall, no later than five calendar days before any payment with respect to such Tax Return is due, remit to Purchaser any Taxes shown as due on such Tax Returns, and Purchaser shall timely pay, or cause to be paid, to the relevant Taxing Authority the amount shown as due on such Tax Return. (iii) In the case of any Straddle Period Tax Return (other than a Seller Consolidated Return), Purchaser shall prepare, or cause to be prepared, such Tax Return and deliver to Seller for review and comment (A) at least 30 calendar days prior to the due date for payment of Taxes with respect to any such Tax Return (accounting for any applicable extensions) in the case of a Pre-Closing Date Tax PeriodReturn relating to income Taxes and (B) within a reasonable period of time (and in any event no later than five calendar days) before such Tax Return is due in the case of a Tax Return relating to Taxes other than income Taxes, Sellers and Seller shall pay to Buyer the amount thereafter, and in any event, no later than five calendar days (or, if such date is within five calendar days of Purchaser’s delivery of such Tax Return, as promptly as practicable thereafter) before any Seller Taxes payment with respect to such Tax Return is due, remit to Purchaser any Taxes shown on such Tax Returns that are attributable to a Pre-Closing Tax Period. If Seller disputes any item on a Tax Return relating to a Pre-Closing Tax Period, it shall notify Purchaser of such disputed item (or items) and the basis for its objection. Purchaser and Seller shall negotiate in good faith to resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall timely (whether before or after filing of the relevant Tax Return) be referred to, and resolved by, the Independent Expert in accordance with the procedures and rules set forth in Section 1.04(c)–(f), applied mutatis mutandis. Until such disputed item is resolved by the Independent Expert, Purchaser shall not file the relevant Tax Return without Seller’s prior written consent, not to be unreasonably withheld, conditioned or delayed, and the relevant Tax Return shall thereafter be adjusted (or amended, if previously filed) to reflect its resolution and filed by Purchaser accordingly. (biv) Buyer Purchaser shall prepare not, and fileshall not cause or permit any Company to, (A) amend, re-file or cause otherwise modify any Tax Return for any Pre-Closing Tax Period or any Straddle Period Tax Return, (B) make or change any Tax election in respect of any Pre-Closing Tax Period or any Straddle Period, (C) take any action outside the ordinary course of business on the Closing Date after the Closing or (D) extend any applicable statute of limitations with respect to a Pre-Closing Tax Return (other than any such extension that is agreed to in the context of a Tax Proceeding in accordance with Section 8.08), in each case without Seller’s prior written consent, not to be prepared and filedunreasonably withheld, 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 Companiesconditioned or delayed, except to the extent otherwise required by this Agreement or applicable Law. Reasonably in advance such action would have the effect 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 filing each such Tax Return, Buyer shall deliver a copy of such Tax Return, together with all supporting documentation and workpapers, to Seller Representative for its review and comment. Buyer shall include in the Tax Return all reasonable comments provided by Sellers with respect to any such draft copy. Buyer will cause such Tax Return (as revised to incorporate Seller Representative’s reasonable comments) to be timely filed and will provide a copy to Seller Representative. Not later than five days prior to the due date for payment of increasing Taxes with respect to any a Pre-Closing Tax Return for a Straddle Period, Sellers shall pay Buyer or the amount of any Seller Taxes with respect to such Tax Return. (c) For purposes of determining the pre-closing portion of any Taxes for a Straddle Tax Period that are 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: (i) in the case of Taxes that are either (1) based upon or related to income or receipts, or (2) 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 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 periodReturn. (ii) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of any Company, deemed to be the amount of such Taxes for the entire Straddle Period (or, in the 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 including the Closing Date and the denominator of which is the number of calendar days in the entire period. (d) For the avoidance of doubt, the amount of any “net operating loss” under Section 172 of the Code for the taxable year ended December 31, 2016 that is available to be carried forward to subsequent taxable years shall be first used to offset any taxable income of the Company for the short-taxable year that ends on and includes the Closing Date.

Tax Returns; Payment of Taxes. (a) Seller Representative shall prepare, or cause to be prepared, all Tax Returns of the Companies for all Pre-Closing Date Tax Periods that are required to be filed after the Closing Date. 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 filing each such Tax Return, Seller Representative shall deliver a copy of such Tax Return, together with all supporting documentation and workpapers, to Buyer for its review and comment. Seller Representative shall include in the Tax Return all reasonable comments provided by Buyer with respect to any such draft copy. Buyer will cause such Tax Return (as revised to incorporate Buyer’s reasonable comments) to be timely filed and will provide a copy to Seller Representative. Not later than five days prior to the due date for payment of Taxes with respect to any Tax Return for a Pre-Closing Date Tax Period, Sellers shall pay to Buyer the amount of any Seller Taxes with respect to such Tax Return. (b) Buyer 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 filing each such Tax Return, Buyer shall deliver a copy of such Tax Return, together with all supporting documentation and workpapers, to Seller Representative for its review and comment. Buyer shall include in the Tax Return all reasonable comments provided by Sellers with respect to any such draft copy. Buyer will cause such Tax Return (as revised to incorporate Seller Representative’s reasonable comments) to be timely filed and will provide a copy to Seller Representative. Not later than five days prior to the due date for payment of Taxes with respect to any Tax Return for a Straddle Period, Sellers shall pay Buyer the amount of any Seller Taxes with respect to such Tax Return. (c) For purposes of determining the portion of any Taxes for a Straddle Period that are 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: (i) in the case of Taxes that are either (1A) based upon or related to income or receipts, or (2B) 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 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 (ii) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of any Company, deemed to be the amount of such Taxes for the entire Straddle Period (or, in the 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 including the Closing Date and the denominator of which is the number of calendar days in the entire period. (d) For the avoidance of doubt, the amount of any “net operating loss” under Section 172 of the Code for the taxable year ended December 31, 2016 that is available to be carried forward to subsequent taxable years shall be first used to offset any taxable income of the Company for the short-taxable year that ends on and includes the Closing Date.