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

Tax Returns; Payment of Taxes. (a) Seller shall, and shall cause the Conveyed Companies to, prepare and timely file, or cause to be prepared and timely filed, within applicable statutory limits and consistent with prior practice, all Tax Returns of or that include any Conveyed Company (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, and shall cause the Conveyed Companies to, pay all Taxes shown on such Tax Returns when due. For the avoidance of doubt, Seller shall include any Conveyed Company in any combined, consolidated, or unitary Tax Return for any Pre-Closing Period that includes both any Conveyed Company on the one hand, and Seller or any Affiliate of Seller (other than any Conveyed Company) on the other hand (a “Seller Group Return”) and shall pay all Taxes shown thereon. (b) Purchaser shall, and shall cause its Affiliates to, prepare and timely file, or cause to be prepared and timely 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 for any Pre-Closing Period, other than, for the avoidance of doubt any Seller Group Return. Purchaser shall prepare such Tax Returns in accordance with the past practices of the Conveyed Companies, except as otherwise required by applicable Law. 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. Seller shall 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 Seller bears responsibility pursuant to Section 7.1 of this Agreement. (c) As of Closing, Seller shall cause the Conveyed Companies to terminate all Tax allocation or sharing agreements (except an agreement entered into in the ordinary course of business and not primarily related to Taxes, and, for the avoidance of doubt, this Agreement), and none of the Conveyed Companies shall have any rights or obligations under any such agreement after the Closing. (d) Purchaser agrees that, with respect to each Conveyed Company and any successor thereto: (i) except as provided in Section 7.6(d), neither Purchaser nor any of its Affiliates nor any successors thereto will file any claim for refund of Taxes in respect of (a) any taxable period ending on or before the Closing Date, 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 taxable period ending on or before the Closing Date 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 portion of such Straddle Period beginning after the Closing Date; and (iii) Purchaser, its Affiliates, and any successor thereto will refrain from making any affirmative elections to claim (a) in respect of any period ending on or before the Closing Date, or (b) in the case of a Straddle Period, the portion of such Straddle Period ending on the Closing Date, any carryback in respect of a Tax arising in (x) any period beginning after the Closing Date, or (y) in the case of a Straddle Period, the portion of such Straddle Period beginning after 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 shall, and shall cause the Conveyed Companies to, prepare and (x) timely file, or cause to be prepared and timely filed, within applicable statutory limits such Pre-Closing Separate Return with the relevant Taxing Authority and consistent with prior practice(y) timely pay, all Tax Returns of or that include any Conveyed Company (including any amendments thereto) that are due cause to be filed (giving effect to any extension of time to file) on or prior paid, to the Closing Date. Seller shall, and shall cause relevant Taxing Authority the Conveyed Companies to, pay all Taxes amount shown as due on such Tax Returns when due. For Pre-Closing Separate Return. (ii) In the avoidance case of doubt, Seller shall include any Conveyed Company in any combined, consolidated, or unitary Tax Return for any Pre-Closing Period Separate Return that includes both any Conveyed Company on is required by applicable Law to be filed after the one handClosing Date, and Seller Purchaser shall prepare, or any Affiliate of Seller (other than any Conveyed Company) on the other hand (a “Seller Group Return”) cause to be prepared, such Pre-Closing Separate Return and shall pay all Taxes shown thereon. (bx) Purchaser shall, and shall cause its Affiliates to, prepare and timely file, or cause to be prepared and timely 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 for any such Pre-Closing Period, other than, for the avoidance of doubt any Seller Group Return. Purchaser shall prepare such Tax Returns in accordance Separate Return with the past practices of the Conveyed Companiesrelevant Taxing Authority and (y) timely pay, except as otherwise required by applicable Law. 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. Seller shall pay over to Purchaser, no fewer than three (3) Business Days prior to the due date of relevant Taxing Authority the applicable Tax Return, an amount of cash sufficient for the payment of any Taxes shown as due on such Pre-Closing Separate Return. Notwithstanding anything herein to the contrary, (A) Seller shall prepare all Tax Returns of any 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 for which any portions of a Tax Return filed with respect to a Group Company) or (ii) a Seller bears responsibility pursuant Consolidated Group (other than a portion of a Tax Return of a Seller Consolidated Group that relates solely to Section 7.1 of this Agreement. (c) As of Closing, Seller shall cause the Conveyed Companies to terminate all Tax allocation or sharing agreements (except an agreement entered into in the ordinary course of business and not primarily related to Taxes, and, for the avoidance of doubt, this Agreementa Group Company), and none of the Conveyed Companies shall have any rights or obligations under any such agreement after the Closing. (dC) Purchaser agrees that, with respect to each Conveyed Company and any successor thereto: (i) except as provided in Section 7.6(d), neither Purchaser nor any of its Affiliates nor shall have any successors thereto will file rights (pursuant to this Section 5.07 or otherwise) with respect to any claim for refund of Proceeding relating to Taxes in respect or any Tax Return of (ai) Seller or any taxable period ending on of its Affiliates (other than the Group Companies) or before the Closing Date, 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 taxable period ending on or before the Closing Date 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 portion of such Straddle Period beginning after the Closing Date; and (iii) Purchaser, its Affiliates, and any successor thereto will refrain from making any affirmative elections to claim (a) in respect of any period ending on or before the Closing Date, or (b) in the case of a Straddle Period, the portion of such Straddle Period ending on the Closing Date, any carryback in respect of a Tax arising in (x) any period beginning after the Closing Date, or (y) in the case of a Straddle Period, the portion of such Straddle Period beginning after the Closing DateSeller Consolidated Group.

Tax Returns; Payment of Taxes. (ai) In the case of any Pre-Closing Separate Return that is required by applicable Law to be filed on or before the applicable Closing Date, Seller shall, and shall cause the Conveyed Companies to, prepare and (A) timely file, or cause to be prepared and timely filed, within applicable statutory limits such Pre-Closing Separate Return with the relevant Taxing Authority and consistent with prior practice(B) timely pay, all Tax Returns of or that include any Conveyed Company (including any amendments thereto) that are due cause to be filed (giving effect to any extension of time to file) on or prior paid, to the Closing Date. Seller shall, and shall cause relevant Taxing Authority the Conveyed Companies to, pay all Taxes amount shown as due on such Tax Returns when due. For Pre-Closing Separate Return, in each case, taking into account all extensions properly obtained. (ii) In the avoidance case of doubt, Seller shall include any Conveyed Company in any combined, consolidated, or unitary Tax Return for any Pre-Closing Period Separate Return that includes both any Conveyed is required by applicable Law to be filed after the applicable Closing Date, Purchaser shall cause the Company on the one handto prepare, and Seller or any Affiliate of Seller (other than any Conveyed Company) on the other hand (a “Seller Group Return”) cause to be prepared, such Pre-Closing Separate Return and shall pay all Taxes shown thereon. (bA) Purchaser shall, and shall cause its Affiliates to, prepare and timely file, or cause to be prepared and timely 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 for any such Pre-Closing Period, other than, for the avoidance of doubt any Seller Group Return. Purchaser shall prepare such Tax Returns in accordance Separate Return with the past practices of the Conveyed Companiesrelevant Taxing Authority and (B) timely pay, except as otherwise required by applicable Law. 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. Seller shall pay over to Purchaser, no fewer than three (3) Business Days prior to the due date of relevant Taxing Authority 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 Seller bears responsibility pursuant to Section 7.1 of this AgreementPre-Closing Separate Return, in each case, taking into account all extensions properly obtained. (ciii) As of Closing, Seller shall cause Notwithstanding anything herein to the Conveyed Companies to terminate all Tax allocation or sharing agreements (except an agreement entered into in the ordinary course of business and not primarily related to Taxes, and, for the avoidance of doubt, this Agreement), and none of the Conveyed Companies shall have any rights or obligations under any such agreement after the Closing. (d) Purchaser agrees that, with respect to each Conveyed Company and any successor theretocontrary: (iA) except as provided Seller shall prepare all Tax Returns of the Seller Consolidated Group; (B) in Section 7.6(dno event shall Seller be required to provide any Person with any Tax Return or copy of any Tax Return of (1) Seller or any of its Affiliates (other than any Pre-Closing Separate Return) or (2) a Seller Consolidated Group (other than a portion of a Tax Return of a Seller Consolidated Group that relates solely to a Group Company), ; and (C) neither Purchaser nor any of its Affiliates nor shall have any successors thereto will file any claim for refund of Taxes in respect of rights (apursuant to this Section 5.07(c) any taxable period ending on or before the Closing Date, or (botherwise) 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 taxable period ending on or before the Closing Date any carryback with respect to any Proceeding relating to Taxes arising in or any Tax Return of (a1) Seller or any taxable period beginning after of its Affiliates (other than the Closing Date, Group Companies) or (b2) in the case of a Straddle Period, the portion of such Straddle Period beginning after the Closing Date; and (iii) Purchaser, its Affiliates, and any successor thereto will refrain from making any affirmative elections to claim (a) in respect of any period ending on or before the Closing Date, or (b) in the case of a Straddle Period, the portion of such Straddle Period ending on the Closing Date, any carryback in respect of a Tax arising in (x) any period beginning after the Closing Date, or (y) in the case of a Straddle Period, the portion of such Straddle Period beginning after the Closing DateSeller Consolidated Group.

Tax Returns; Payment of Taxes. Purchaser and Parent agree that: (ai) Seller shallIn the case of any Pre-Closing Separate Return that is required by applicable Law to be filed on or before the Closing Date, and Parent shall cause the Conveyed Companies to, prepare and (x) timely file, or cause to be prepared and timely filed, within applicable statutory limits and consistent with prior practice, all Tax Returns of or that include any Conveyed Company (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, and shall cause the Conveyed Companies to, pay all Taxes shown on such Tax Returns when due. For the avoidance of doubt, Seller shall include any Conveyed Company in any combined, consolidated, or unitary Tax Return for any Pre-Closing Period that includes both any Conveyed Company on the one hand, and Seller or any Affiliate of Seller (other than any Conveyed Company) on the other hand (a “Seller Group Return”) and shall pay all Taxes shown thereon. (b) Purchaser shall, and shall cause its Affiliates to, prepare and timely file, or cause to be prepared and timely 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 for any Pre-Closing Period, other than, for the avoidance of doubt any Seller Group Return. Purchaser shall prepare such Tax Returns in accordance Separate Return with the past practices of the Conveyed Companiesrelevant Taxing Authority and (y) timely pay, except as otherwise required by applicable Law. 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. Seller shall pay over to Purchaser, no fewer than three (3) Business Days prior to the due date of relevant Taxing Authority 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 Seller bears responsibility pursuant to Section 7.1 of this AgreementPre-Closing Separate Return. (cii) As In the case of Closingany Pre-Closing Separate Return that is required by applicable Law to be filed (taking into account applicable extensions) after the Closing Date, Seller Purchaser shall have the sole right to prepare, or cause to be prepared, such Pre-Closing Separate Return. Notwithstanding anything herein to the Conveyed Companies to terminate contrary, (A) Parent shall prepare all Tax allocation or sharing agreements (except an agreement entered into in the ordinary course of business and not primarily related to Taxes, and, for the avoidance of doubt, this Agreement), and none Returns of the Conveyed Parent Consolidated Group, (B) in no event shall Parent be required to provide any Person with any Tax Return or copy of any Tax Return of (I) Parent or any of its Affiliates (other than the Group Companies shall have and any rights or obligations under any such agreement after the Closing. (d) Purchaser agrees that, portions of a Tax Return filed with respect to each Conveyed a Group Company or the Business) or (II) a Parent Consolidated Group (other than a portion of a Tax Return of a Parent Consolidated Group that relates solely to a Group Company or the Business) and any successor thereto: (iC) except as provided in Section 7.6(d), neither Purchaser nor any of its Affiliates nor shall have any successors thereto will file any claim for refund of Taxes in respect of rights (apursuant to this Section 5.07 or otherwise) any taxable period ending on or before the Closing Date, 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 taxable period ending on or before the Closing Date any carryback with respect to any Proceeding relating to Taxes arising in or any Tax Return of (aI) Parent or any taxable period beginning after of its Affiliates (other than the Group Companies) or (II) a Parent Consolidated Group; provided, that, to the extent the resolution or settlement of any such Proceeding would reasonably be expected to materially impact a Pre-Closing DateSeparate Return, Parent shall use reasonable best efforts to notify Purchaser of such resolution or settlement promptly, and such notice shall include sufficient detail of such resolution or settlement so as to allow the Purchaser to, or (b) in cause the case of a Straddle PeriodGroup Companies to, file, re-file or amend any Pre-Closing Separate Returns required to reflect the portion result of such Straddle Period beginning after the Closing Date; and (iii) Purchaser, its Affiliates, and any successor thereto will refrain from making any affirmative elections to claim (a) in respect of any period ending on resolution or before the Closing Date, or (b) in the case of a Straddle Period, the portion of such Straddle Period ending on the Closing Date, any carryback in respect of a Tax arising in (x) any period beginning after the Closing Date, or (y) in the case of a Straddle Period, the portion of such Straddle Period beginning after the Closing Datesettlement.

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 (or, with respect to the Dubai Entities or the Dubai Assets, the relevant Deferred Closing Date), Seller shall, and shall cause the Conveyed Companies to, prepare and (x) timely file, or cause to be prepared and timely filed, within applicable statutory limits such Pre-Closing Separate Return with the relevant Taxing Authority and consistent with prior practice(y) timely pay, all Tax Returns of or that include any Conveyed Company (including any amendments thereto) that are due cause to be filed (giving effect to any extension of time to file) on or prior paid, to the Closing Date. Seller shall, and shall cause relevant Taxing Authority the Conveyed Companies to, pay all Taxes amount shown as due on such Tax Returns when due. For Pre-Closing Separate Return. (ii) In the avoidance case of doubt, Seller shall include any Conveyed Company in any combined, consolidated, or unitary Tax Return for any Pre-Closing Period Separate Return that includes both any Conveyed Company on is required by applicable Law to be filed after the one handClosing Date (or, and Seller with respect to the Dubai Entities or any Affiliate of Seller (other than any Conveyed Company) on the other hand (a “Seller Group Return”) Dubai Assets, after the relevant Deferred Closing Date), Purchaser shall prepare, or cause to be prepared, such Pre-Closing Separate Return and shall pay all Taxes shown thereon. (bx) Purchaser shall, and shall cause its Affiliates to, prepare and timely file, or cause to be prepared and timely 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 for any such Pre-Closing Period, other than, for the avoidance of doubt any Seller Group Return. Purchaser shall prepare such Tax Returns in accordance Separate Return with the past practices of the Conveyed Companiesrelevant Taxing Authority and (y) timely pay, except as otherwise required by applicable Law. 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. Seller shall pay over to Purchaser, no fewer than three (3) Business Days prior to the due date of relevant Taxing Authority the applicable Tax Return, an amount of cash sufficient for the payment of any Taxes shown as due on such Pre-Closing Separate Return. Notwithstanding anything herein to the contrary, (A) Seller shall prepare all Tax Returns of any 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 for which any portions of a Tax Return filed with respect to a Group Company) or (ii) a Seller bears responsibility pursuant Consolidated Group (other than a portion of a Tax Return of a Seller Consolidated Group that relates solely to Section 7.1 of this Agreement. (c) As of Closing, Seller shall cause the Conveyed Companies to terminate all Tax allocation or sharing agreements (except an agreement entered into in the ordinary course of business and not primarily related to Taxes, and, for the avoidance of doubt, this Agreementa Group Company), and none of the Conveyed Companies shall have any rights or obligations under any such agreement after the Closing. (dC) Purchaser agrees that, with respect to each Conveyed Company and any successor thereto: (i) except as provided in Section 7.6(d), neither Purchaser nor any of its Affiliates nor shall have any successors thereto will file rights (pursuant to this Section 5.07 or otherwise) with respect to any claim for refund of Proceeding relating to Taxes in respect or any Tax Return of (ai) Seller or any taxable period ending on of its Affiliates (other than the Group Companies) or before the Closing Date, 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 taxable period ending on or before the Closing Date 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 portion of such Straddle Period beginning after the Closing Date; and (iii) Purchaser, its Affiliates, and any successor thereto will refrain from making any affirmative elections to claim (a) in respect of any period ending on or before the Closing Date, or (b) in the case of a Straddle Period, the portion of such Straddle Period ending on the Closing Date, any carryback in respect of a Tax arising in (x) any period beginning after the Closing Date, or (y) in the case of a Straddle Period, the portion of such Straddle Period beginning after the Closing DateSeller Consolidated Group.

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 shallshall (x) prepare or cause to be prepared such Pre-Closing Separate Return in a manner consistent with past practice (except as otherwise required by applicable Law), and shall cause the Conveyed Companies to, prepare and (y) timely file, or cause to be prepared and timely filed, within applicable statutory limits and consistent with prior practice, all Tax Returns of or that include any Conveyed Company (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, and shall cause the Conveyed Companies to, pay all Taxes shown on such Tax Returns when due. For the avoidance of doubt, Seller shall include any Conveyed Company in any combined, consolidated, or unitary Tax Return for any Pre-Closing Period that includes both any Conveyed Company on Separate Return with the one hand, relevant Taxing Authority and Seller or any Affiliate of Seller (other than any Conveyed Companyz) on the other hand (a “Seller Group Return”) and shall pay all Taxes shown thereon. (b) Purchaser shall, and shall cause its Affiliates to, prepare and timely filepay, or cause to be prepared and timely filedpaid, all Tax Returns relating to the Conveyed Companies that are relevant Taxing Authority the amount shown as due to be filed on such Pre-Closing Separate Return. (giving effect to any extensions ii) In the case of time to file) after the Closing Date for any Pre-Closing PeriodSeparate Return that is required by applicable Law to be filed after the Closing Date, other thanSeller shall prepare, for the avoidance of doubt any Seller Group Return. Purchaser shall prepare or cause to be prepared, in a manner consistent with past practice such Tax Returns in accordance with the past practices of the Conveyed Companies, Pre-Closing Separate Return (except as otherwise required by applicable Law) and deliver any such Pre-Closing Separate Return related to Income Taxes and any other material Pre-Closing Separate Return (or substantially completed drafts of such Pre-Closing Separate Returns) to Purchaser for review and comment either (i) at least 30 Business Days before it is due in the case of a Pre-Closing Separate Return for Income Taxes or (ii) within a reasonable period of time (and in any event no later than 3 Business Days) before it is due in the case of a material Pre-Closing Separate Return for Taxes other than Income Taxes. Seller shall consider in good faith Purchaser’s reasonable comments received by Seller within either (y) 10 Business Days of Purchaser’s receipt of such Pre-Closing Separate Return in the case of a Pre-Closing Separate Return for Income Taxes or (z) a reasonable period of time before it is due in the case of a material Pre-Closing Separate Return for Taxes other than Income Taxes and, to the extent necessary, deliver an amended Pre-Closing Separate Return to Purchaser. Purchaser shallshall file, and shall cause its Affiliates to, pay or cause to be paidfiled, such amended Pre-Closing Separate Return with the relevant Taxing Authority. (iii) Purchaser shall prepare, or cause to be prepared, in a manner consistent with past practice (except as otherwise required by applicable Law) all Tax Returns required to be filed by or with respect to each Group Company for any Straddle Period, other than a Tax Return with respect to a Seller Consolidated Group (the “Straddle Period Tax Returns”). Purchaser shall deliver any such Straddle Period Tax Return related to Income Taxes and any other such material Straddle Period Tax Return (or substantially completed drafts of such Straddle Period Tax Returns) to Seller for review and comment (i) at least 30 Business Days before it is due in the case of a Straddle Period Tax Return for Income Taxes or (ii) within a reasonable period of time (and in any event no later than 3 Business Days) before it is due in the case of a material Straddle Period Tax Return (for Taxes other than Income Taxes). Purchaser shall consider in good faith Seller’s reasonable comments relating to the Pre-Closing Tax Period received by Purchaser within either (y) 10 Business Days after Seller received such Straddle Period Tax Return from Purchaser in the case of a Straddle Period Tax Return for Income Taxes or (z) a reasonable period of time before it is due in the case of a material Straddle Period Tax Return for Taxes other than Income Taxes, and, to the extent necessary, deliver an amended Straddle Period Tax Return to Seller. Purchaser shall file, or cause to be filed, such amended Straddle Period Tax Return with the relevant Taxing Authority; provided, that if Seller and Purchaser are unable to resolve any dispute relating to the content of a Straddle Period Tax Return after Purchaser has considered Seller’s comments in good faith, the item or items in dispute shall be resolved by the Independent Expert and the dispute resolution procedure of Section 1.04(c) shall govern. The fees and expenses of the Independent Expert shall be borne equally by Purchaser and Seller. If any dispute pursuant to this Section 5.07(a)(iv) is not resolved by the time the relevant Straddle Period Tax Return is due, Purchaser shall timely file such Straddle Period Tax Return in its discretion, but any payments required pursuant to this Agreement with respect to such Straddle Period Tax Returns when due. Return shall be based on the final resolution of the dispute; provided, that Purchaser shall, and shall cause its Affiliates to permit provide Seller to review and comment on any Tax Returns with a copy of any Straddle Period Tax Return not submitted to Seller for review pursuant to this Section 5.07(a)(iii) no later than ten (10) Business Days after filing such Straddle Period Tax Return. (iv) At least two Business Days before the due date of the Conveyed Companies that are any Pre-Closing Separate Return filed after the Closing Date pursuant or any Straddle Period Tax Return, Seller shall pay to Purchaser the amount for which Seller is responsible for Taxes has an indemnification obligation 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. Seller shall 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 Seller bears responsibility pursuant to Section 7.1 of this Agreement8.03. (cv) As Notwithstanding anything herein to the contrary, (A) in no event shall Seller be required to provide any Person with any Tax Return or copy of Closing, any Tax Return of (I) Seller shall cause the Conveyed Companies to terminate all or any of its Affiliates (other than a Group Company and any portions of a Tax allocation or sharing agreements (except an agreement entered into in the ordinary course of business and not primarily related to Taxes, and, for the avoidance of doubt, this Agreement), and none of the Conveyed Companies shall have any rights or obligations under any such agreement after the Closing. (d) Purchaser agrees that, Return filed with respect to each Conveyed Company a Group Company) or (II) a Seller Consolidated Group (other than a portion of a Tax Return of a Seller Consolidated Group that relates solely to a Group Company) and any successor thereto: (iB) except as provided in Section 7.6(d), neither Purchaser nor any of its Affiliates nor shall have any successors thereto will file rights (pursuant to this Section 5.07 or otherwise) with respect to any claim for refund of Proceeding relating to Taxes in respect or any Tax Return of (aI) Seller or any taxable period ending on or before of its Affiliates (other than the Closing Date, Group Companies) or (bII) a Seller Consolidated Group. (vi) Seller and Purchaser shall fully and timely cooperate, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives to fully and timely cooperate, in the case preparing and filing Tax Returns of any Group Company and conducting any Proceeding relating to Taxes of a Straddle PeriodGroup Company, including by maintaining and making available to each other any records necessary in connection with any Tax Return of a Group Company or any Tax dispute or audit relating to Taxes of a Group Company. Each of Seller and Purchaser shall, and Purchaser shall cause the portion Group Companies to, (i) retain until 60 calendar days after the expiration of the applicable statute of limitations (or such Straddle later date as required by applicable Law) all accounting and Tax records and information that may be relevant to any Tax Return of a Group Company for a Pre-Closing Tax Period ending on the Closing Date; and (ii) Purchaser, its allow the other party their Affiliates, agents and any successors thereto must representatives, at such first party’s own expense and at times and dates mutually acceptable to the parties, to inspect, review and make any elections available to them to waive the right to claim in respect of any taxable period ending on or before the Closing Date 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 portion copies of such Straddle Period beginning after the Closing Date; and (iii) Purchaser, its Affiliates, records and any successor thereto will refrain information as such first party may reasonably deem necessary or appropriate from making any affirmative elections time to claim (a) in respect of any period ending on or before the Closing Date, or (b) in the case of a Straddle Period, the portion of such Straddle Period ending on the Closing Date, any carryback in respect of a Tax arising in (x) any period beginning after the Closing Date, or (y) in the case of a Straddle Period, the portion of such Straddle Period beginning after the Closing Datetime.

Tax Returns; Payment of Taxes. (ai) Seller Dover shall, and shall cause the Conveyed Companies toat its expense, prepare and timely file, file or cause to be prepared and timely filed, within applicable statutory limits and consistent with prior practice, filed when due (taking into account all extensions properly obtained) (A) all Tax Returns of or that include any Conveyed Company (including any amendments thereto) that are due required to be filed (giving effect by or with respect to any extension of time the Acquired Companies on a combined, consolidated or unitary basis with Dover or any Affiliate thereof (other than an Acquired Company), (B) all other income Tax Returns that are required to filebe filed by or with respect to any of the Acquired Companies for taxable years or periods ending on or before the Closing Date and (C) all other Tax Returns that are required to be filed by or with respect to the Acquired Companies (taking into account all extensions properly obtained) on or prior to the Closing Date. Seller shallIn each case, and Dover shall cause the Conveyed Companies to, pay all Taxes shown on such Tax Returns when due. For the avoidance of doubt, Seller shall include any Conveyed Company in any combined, consolidated, or unitary Tax Return for any Pre-Closing Period that includes both any Conveyed Company on the one hand, and Seller or any Affiliate of Seller (other than any Conveyed Company) on the other hand (a “Seller Group Return”) and shall pay all Taxes shown thereon. (b) Purchaser shall, and shall cause its Affiliates to, prepare and timely file, remit or cause to be prepared and remitted any Taxes due in respect of such Tax Returns. Buyer shall timely filed, file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns relating to the Conveyed Companies that are due required to be filed (giving effect by or with respect to any extensions of time to file) the Acquired Companies after the Closing Date for any Pre-Closing Period, other than, for the avoidance of doubt any Seller Group Return. Purchaser and Buyer shall prepare such Tax Returns in accordance with the past practices of the Conveyed Companies, except as otherwise required by applicable Law. Purchaser shall, and shall cause its Affiliates to, pay remit or cause to be paid, all remitted any Taxes with due in respect to of such Tax Returns when due. Purchaser shallReturns; provided, and shall cause its Affiliates however, that, in all cases 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 extent Dover or Buyer is responsible for Taxes liable pursuant to Section 7.1 of 5.1(a), for Taxes remitted by the other Party pursuant to this AgreementSection 5.1(b), and Purchaser shallDover or the Buyer, and as the case may be, shall cause its Affiliates to, make such revisions to such Tax Returns as are reasonably requested by Seller. Seller shall pay over to Purchaser, no fewer than three (3) Business Days prior to promptly reimburse the due date of the applicable Tax Return, an amount of cash sufficient other Party for the payment of any Taxes shown as due on such Tax Return and for which Seller bears responsibility Dover or the Buyer, respectively, is liable pursuant to Section 7.1 of this Agreement5.1(a). (c) As of Closing, Seller shall cause the Conveyed Companies to terminate all Tax allocation or sharing agreements (except an agreement entered into in the ordinary course of business and not primarily related to Taxes, and, for the avoidance of doubt, this Agreement), and none of the Conveyed Companies shall have any rights or obligations under any such agreement after the Closing. (d) Purchaser agrees that, with respect to each Conveyed Company and any successor thereto: (i) except as provided in Section 7.6(d), neither Purchaser nor any of its Affiliates nor any successors thereto will file any claim for refund of Taxes in respect of (a) any taxable period ending on or before the Closing Date, 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 All Tax Returns that Buyer is required to them file or cause to waive the right be filed in accordance with this Section 5.1(b) that relate to claim in respect of any taxable year or period ending on or before the Closing Date or any carryback Straddle Period shall be prepared and filed in a manner consistent with past practice and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods; provided, however, that in no event shall Buyer be obligated to take any such actions to the extent it is advised by a professional Tax advisor that to do so would more likely than not give rise to the imposition of penalties if the matter were contested by the applicable Tax authority. With respect to Taxes arising in any such Tax Return to be filed by Buyer, not less than fifteen (a15) any taxable period beginning after days prior to the due date for such Tax Return, taking into account extensions (or, if such due date is within fifteen (15) days following the Closing Date, or (b) in the case of a Straddle Period, the portion of such Straddle Period beginning after as promptly as practicable following the Closing Date; and), Buyer shall provide Dover with a draft copy of such Tax Return for Dover’s approval. (iii) PurchaserWithout the prior written consent of Dover, its Affiliateswhich consent shall not be unreasonably withheld, and conditioned or delayed, none of Buyer or any successor thereto will refrain from making Affiliate of Buyer shall (or shall cause or permit any affirmative elections to claim of the Acquired Companies to) make or change any Tax election, or amend, refile or otherwise modify (a) in respect or grant an extension of any statute of limitations with respect to) any Tax Return, relating in whole or in part to any of the Acquired Companies with respect to any taxable year or period ending on or before the Closing DateDate or with respect to any Straddle Period. (iv) Buyer shall promptly prepare and provide to Dover, or cause the Acquired Companies to prepare and provide to Dover, a package of Tax information materials, including schedules and work papers required by Dover to enable Dover to prepare and file all Tax Returns required to be prepared and filed by it pursuant to this Section 5.1(b) (b) the “Tax Package”). The Tax Package shall be completed in accordance with past practice, including past practice as to providing such information and as to the case method of a Straddle Period, computation of separate taxable income or other relevant measure of income of the portion of such Straddle Period ending on Acquired Companies. Buyer shall cause the Closing Date, any carryback in respect of a Tax arising in (x) any period beginning Package to be delivered to Dover within 120 days after the Closing DateDate (but in any event no later than March 1, 2014). (v) Each of Buyer and Dover shall be liable for and pay 50% of any real property transfer or gains Tax, sales Tax, use Tax, stamp Tax, stock transfer Tax, recording, registration, documentary, filing or other similar non-income Taxes and administrative fees (yincluding notary fees) arising in connection with the case consummation of a Straddle Periodthe transactions contemplated by this Agreement. All necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges shall be filed by the portion of Persons who are required by applicable Law to file such Straddle Period beginning after the Closing DateTax Returns or documentation.