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

Tax Returns; Payment of Taxes. (a) Seller shall, and shall cause the Equity Selling Entity, the Asset Selling Entities, and each Conveyed Company to prepare and file, or cause to be prepared and filed, within applicable statutory limits and consistent with prior practice, all Tax Returns (other than any Tax Returns with respect to Income Taxes of Seller, the Equity Selling Entity, or the Asset Selling Entities (including any amendments thereto) (a “Seller Income Tax Return”)) of or that include the Conveyed Company or the Purchased Assets (including any amendments thereto) that are due to be filed (giving effect to any extension of time to file) on or prior to the Closing Date. Seller shall, and shall cause its Affiliates to, permit Purchaser to review and comment on the relevant portions of any Income Tax Return of or that includes a Conveyed Company, and Seller shall, and shall cause its Affiliates to, make such revisions to such Tax Returns as are reasonably requested by Purchaser and not inconsistent with prior practices. Seller shall, and shall cause the Equity Selling Entity and/or the Conveyed Company to, pay all Taxes shown on such Tax Returns when due. (b) Seller, the Equity Selling Entity, and the Asset Selling Entities shall have the exclusive right to prepare and file all Seller Income Tax Returns. (c) Each Party shall timely prepare and file, or cause its Affiliates to timely prepare and file, all Tax Returns relating to Transfer Taxes (a “Transfer Tax Return”) imposed upon such Person. Subject to Sections 7.1 and 7.2, such Person shall timely pay, or cause its Affiliates to timely pay, all Taxes shown as due on such Transfer Tax Returns. (d) Purchaser shall, and shall cause its Affiliates to, prepare and file, or cause to be prepared and filed, all Tax Returns (other than Seller Income Tax Returns and Transfer Tax Returns) relating to the Conveyed Companies or the Purchased Assets that are due to be filed (giving effect to any extensions of time to file) after the Closing Date, including Tax Returns for any taxable period ending on or prior to the Closing Date (a “Pre-Closing Period”). In preparing such Tax Returns, Purchaser shall not, and shall cause any of its Affiliates not to, make any changes to any position taken in any prior taxable year (unless required by applicable Law) that would adversely affect Seller or its Affiliates. Purchaser shall, and shall cause its Affiliates to, pay or cause to be paid, all Taxes with respect to such Tax Returns when due. Purchaser shall, and shall cause its Affiliates to, permit Seller to review and comment on any Tax Returns of a Conveyed Company that are filed after the Closing Date pursuant to which Seller is responsible for Taxes pursuant to Section 7.1 of this Agreement, and Purchaser shall, and shall cause its Affiliates to, make such revisions to such Tax Returns as are reasonably requested by Seller and not inconsistent with prior practices. Seller shall, and shall cause, as applicable, the Equity Selling Entity and/or the Asset Selling Entities to, pay over to Purchaser, no fewer than three (3) Business Days prior to the due date of the applicable Tax Return, an amount of cash sufficient for the payment of any Taxes required to be shown as due on such Tax Return and for which Seller bears responsibility pursuant to Section 7.1 of this Agreement. (e) Purchaser agrees that, to the extent able to do so under applicable Law and requested to do so by Seller, Purchaser and any of its relevant Affiliates shall carry back any item of loss, deduction, or credit of a Conveyed Company attributable to any taxable period with respect to which Seller is liable for Taxes pursuant to Section 7.1 hereof; provided, however, that nothing in this Section 7.4(e) or in any other provision of this Agreement shall require Purchaser or any of its relevant Affiliates to carry back any item of loss, deduction, or credit with respect to the Conveyed Company arising from the operation of any Conveyed Company for periods following the Closing Date. (f) Purchaser agrees that, with respect to each Conveyed Company and any successor thereto: (i) except as provided in Section 7.7(b), unless first consented to in writing by Seller, neither Purchaser nor any of its Affiliates nor any successors thereto shall 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, to the extent permitted by Law, 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; (iii) Purchaser, its Affiliates, and any successor thereto shall 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; and (iv) except as may be required by Law, neither Purchaser nor any of its Affiliates nor any successors thereto shall file any amended Tax Return 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.

Tax Returns; Payment of Taxes. (a) Seller shall, and shall cause the Equity Selling EntityConveyed Companies to, the Asset Selling Entities, and each Conveyed Company 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 (other than any Tax Returns with respect to Income Taxes of Seller, the Equity Selling Entity, or the Asset Selling Entities (including any amendments thereto) (a “Seller Income Tax Return”)) of or that include the any Conveyed Company or the Purchased Assets (including any amendments thereto) that are due to be filed (giving effect to any extension of time to file) on or prior to the Closing Date. Seller shall, and shall cause its Affiliates to, permit Purchaser to review and comment on the relevant portions of any Income Tax Return of or that includes a Conveyed Company, and Seller shall, and shall cause its Affiliates to, make such revisions to such Tax Returns as are reasonably requested by Purchaser and not inconsistent with prior practices. Seller shall, and shall cause the Equity Selling Entity and/or the Conveyed Company 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. 84 (b) Seller, the Equity Selling Entity, and the Asset Selling Entities shall have the exclusive right to prepare and file all Seller Income Tax Returns. (c) Each Party shall timely prepare and file, or cause its Affiliates to timely prepare and file, all Tax Returns relating to Transfer Taxes (a “Transfer Tax Return”) imposed upon such Person. Subject to Sections 7.1 and 7.2, such Person shall timely pay, or cause its Affiliates to timely pay, all Taxes shown as due on such Transfer Tax Returns. (d) Purchaser shall, and shall cause its Affiliates to, prepare and timely file, or cause to be prepared and timely filed, all Tax Returns (other than Seller Income Tax Returns and Transfer Tax Returns) relating to the Conveyed Companies or the Purchased Assets that are due to be filed (giving effect to any extensions of time to file) after the Closing Date, including Tax Returns Date for any taxable period ending on or prior to the Closing Date (a “Pre-Closing Period”), other than, for the avoidance of doubt any Seller Group Return. In preparing Purchaser shall prepare such Tax ReturnsReturns in accordance with the past practices of the Conveyed Companies, Purchaser shall not, and shall cause any of its Affiliates not to, make any changes to any position taken in any prior taxable year (unless except as otherwise required by applicable Law) that would adversely affect Seller or its Affiliates. Purchaser shall, and shall cause its Affiliates to, pay or cause to be paid, all Taxes with respect to such Tax Returns when due. Purchaser shall, and shall cause its Affiliates to, to permit Seller to review and comment on any Tax Returns of a any of the Conveyed Company Companies that are filed after the Closing Date pursuant to which Seller is responsible for Taxes pursuant to Section 7.1 of this Agreement, and Purchaser shall, and shall cause its Affiliates to, make such revisions to such Tax Returns as are reasonably requested by Seller and not inconsistent with prior practicesSeller. Seller shall, and shall cause, as applicable, the Equity Selling Entity and/or the Asset Selling Entities to, pay over to Purchaser, no fewer than three (3) Business Days prior to the due date of the applicable Tax Return, an amount of cash sufficient for the payment of any Taxes required to be shown as due on such Tax Return and for which Seller bears responsibility pursuant to Section 7.1 of this Agreement. (ec) Purchaser agrees thatAs of Closing, to the extent able to do so under applicable Law and requested to do so by Seller, Purchaser and any of its relevant Affiliates Seller shall carry back any item of loss, deduction, or credit of a Conveyed Company attributable to any taxable period with respect to which Seller is liable for Taxes pursuant to Section 7.1 hereof; provided, however, that nothing in this Section 7.4(e) or in any other provision of this Agreement shall require Purchaser or any of its relevant Affiliates to carry back any item of loss, deduction, or credit with respect to cause the Conveyed Company arising from Companies to terminate all Tax allocation or sharing agreements (except an agreement entered into in the operation 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 Conveyed Company for periods following rights or obligations under any such agreement after the Closing DateClosing. (fd) Purchaser agrees that, with respect to each Conveyed Company and any successor thereto: (i) except as provided in Section 7.7(b7.6(d), unless first consented to in writing by Seller, neither Purchaser nor any of its Affiliates nor any successors thereto shall will file any claim for refund of Taxes in respect of (Aa) any taxable period ending on or before the Closing Date, or (Bb) 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, to the extent permitted by Law, 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 (Aa) any taxable period beginning after the Closing Date, or (Bb) 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 shall will refrain from making any affirmative elections to claim (Aa) in respect of any period ending on or before the Closing Date, or (Bb) 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; and (iv) except as may be required by Law, neither Purchaser nor any of its Affiliates nor any successors thereto shall file any amended Tax Return 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.

Tax Returns; Payment of Taxes. (ai) Seller shall, and Transferor shall cause the Equity Selling Entity, the Asset Selling Entities, and each Conveyed Company to prepare and fileprepare, or cause to be prepared prepared, at Transferor’s expense, and filed, within applicable statutory limits and consistent with prior practice, cause the timely filing of all Tax Returns of Transferor for all periods (other than any including the consolidated, unitary and combined Tax Returns with respect to Income Taxes of Seller, the Equity Selling Entity, or the Asset Selling Entities (including any amendments thereto) (a “Seller Income Tax Return”)) of or that Transferor which include the Conveyed Company or operation of the Purchased Assets (including Business for any amendments thereto) that are due to be filed (giving effect to any extension of time to file) period ending on or prior to before the Closing Date) and all federal, state, local or foreign income or franchise Tax Returns of the Acquired Companies for all Taxable periods ending on or before the Closing Date for which Tax Returns have not been filed as of the Closing Date. Seller shallSuch Tax Returns shall be prepared and filed in accordance with applicable Law and in a manner consistent with past practices. No later than 30 days prior to the due date (including extensions) for filing such Tax Returns, and Transferor shall cause deliver such Tax Returns described in the foregoing sentence of this Section 4.2(a)(i) to Acquiror for its Affiliates to, permit Purchaser to review and comment on the relevant portions of any Income Tax Return of or that includes a Conveyed Company, and Seller shall, and comment. Transferor shall cause its Affiliates to, make such revisions consider in good faith all changes with respect to such Tax Returns as are reasonably requested by Purchaser and not inconsistent with Acquiror. Transferor shall file or cause to be filed such Tax Returns on or prior practices. Seller shallto the due date (including extensions) for filing such Tax Returns, and shall timely pay or cause the Equity Selling Entity and/or the Conveyed Company to, pay to be paid all Taxes shown due as reflected on such Tax Returns when due. (b) Seller, the Equity Selling Entity, and the Asset Selling Entities shall have the exclusive right to prepare and file for all Seller Income Tax Returns. (c) Each Party shall timely prepare and file, or cause its Affiliates to timely prepare and file, all periods covered by such Tax Returns relating to Transfer Taxes (a “Transfer Tax Return”) imposed upon such Personunder this Section 4.2(a)(i). Subject to Sections 7.1 and 7.2, such Person Acquiror shall timely pay, or cause its Affiliates to timely pay, all Taxes shown as due on such Transfer Tax Returns. (d) Purchaser shall, and shall cause its Affiliates to, prepare and fileprepare, or cause to be prepared and filed, all Tax Returns (other than Seller Income Tax Returns and Transfer Tax Returns) relating to the Conveyed Companies or the Purchased Assets that are due to be filed (giving effect to any extensions of time to file) after the Closing Date, including Tax Returns for any taxable period ending on or prior to the Closing Date (a “Pre-Closing Period”). In preparing such Tax Returns, Purchaser shall notprepared, and shall cause any of its Affiliates not to, make any changes to any position taken in any prior taxable year (unless required by applicable Law) that would adversely affect Seller or its Affiliates. Purchaser shall, and shall cause its Affiliates to, pay or cause to be paidtimely filed, 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 other Tax Returns of a Conveyed Company that are filed after the Closing Date pursuant to which Seller is responsible for Taxes pursuant to Section 7.1 of this Agreement, and Purchaser shall, and shall cause its Affiliates to, make such revisions to such Tax Returns as are reasonably requested by Seller and not inconsistent with prior practices. Seller shall, and shall cause, as applicable, the Equity Selling Entity and/or the Asset Selling Entities to, pay over to Purchaser, no fewer than three (3) Business Days prior to the due date of the applicable Tax Return, an amount of cash sufficient for the payment of any Taxes required to be shown as due on such Tax Return and for which Seller bears responsibility pursuant to Section 7.1 of this Agreement. (e) Purchaser agrees that, to the extent able to do so under applicable Law and requested to do so by Seller, Purchaser and any of its relevant Affiliates shall carry back any item of loss, deduction, or credit of a Conveyed Company attributable to any taxable period with respect to which Seller is liable for Taxes pursuant to Section 7.1 hereof; provided, however, that nothing in this Section 7.4(e) or in any other provision of this Agreement shall require Purchaser or any of its relevant Affiliates to carry back any item of loss, deduction, or credit with respect to the Conveyed Company arising from the operation of any Conveyed Acquired Company for periods following the Closing Date. (f) Purchaser agrees that, with respect to each Conveyed Company and any successor thereto: (i) except as provided in Section 7.7(b), unless first consented to in writing by Seller, neither Purchaser nor any of its Affiliates nor any successors thereto shall 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, to the extent permitted by Law, 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 for which such other Tax Returns have not been filed as of the Closing Date. No later than 30 days prior to the due date (including extensions) for filing such Tax Returns, Acquiror shall deliver such Tax Returns described in the foregoing sentence of this Section 4.2(a)(i) to Transferor for its review and comment. Acquiror shall make all changes with respect to such Tax Returns as are reasonably requested by Transferor. Acquiror shall file or cause to be filed such Tax Returns on or prior to the due date (including extensions) for filing such Tax Returns, and Transferor shall cause to be timely paid, or shall cause to be paid to Acquiror, all Taxes arising in (A) shown as due on such other Tax Returns for all periods covered by such other Tax Returns. Except as required by a determination within the meaning of Section 1313 of the Code, Acquiror shall not, and shall not cause any Acquired Company to, amend any Tax Return for a taxable period beginning after that ends on or prior to the Closing Date to the extent such amendment would increase the Transferor’s or Equityholders’ liability for Taxes, without the prior written consent of the Transferor (which consent shall not be unreasonably withheld, conditioned or delayed). (ii) Acquiror shall prepare or cause to be prepared, and cause to be timely filed, all Tax Returns of any and all Acquired Companies for Straddle Periods (the “Straddle Returns”). All Straddle Returns shall be prepared in a manner consistent with past practices of each Acquired Company, to the extent such past practice complies with applicable Law. No later than 30 days prior to the due date (including extensions) for filing the Straddle Returns, or as soon as practicable with respect to Straddle Returns due within 60 days of the Closing Date, Acquiror shall deliver the Straddle Returns to Transferor for review and comment. Acquiror shall make all changes with respect to the Straddle Returns as are reasonably requested by Transferor. Acquiror shall file or cause to be filed the Straddle Returns on or prior to the due date (Bincluding extensions) in the case of a Straddle Period, the portion of for filing such Straddle Returns, and shall timely pay all Taxes due as reflected on such Straddle Returns. No later than five (5) Business Days prior to the due date of any Straddle Return prepared pursuant to this Section 4.2(a)(ii), Transferor shall pay or cause to be paid to Acquiror the amount of any Taxes shown as due on such Straddle Returns that relate to the Pre-Closing Tax Period beginning after the Closing Date;(as determined pursuant to Section 4.2(a)(iii)). (iii) PurchaserFor purposes of Section 4.2(a)(i) and Section 4.2(a)(ii), its Affiliates, and any successor thereto shall refrain from making any affirmative elections to claim (A) in respect of any period ending on or before unless the Closing Date, or (B) in the case of a Straddle Period, the portion of such Straddle Period ending on the Closing Datecontext otherwise requires, any carryback in respect of a Tax arising in (x) any period beginning reference to “Transferor” after the Closing Date, or (y) in liquidation and dissolution of Transferor pursuant to Section 4.11 hereof shall be to the case of a Straddle Period, the portion of such Straddle Period beginning after the Closing Date; andTransferor Representative. (iv) except as may be required by LawThe Parties agree that for U.S. federal and applicable state income tax purposes, neither Purchaser nor any they shall endeavor to cause Moonstruck CBD, LLC to allocate its items of income, gain, loss, deduction and credit for its Affiliates nor any successors thereto shall file any amended Tax Return calendar year between the Transferor and the Acquiror in respect accordance with the “closing 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 Datebooks” method.

Tax Returns; Payment of Taxes. Purchaser, Seller and the Company agree that: (ai) Seller shall, and Purchaser shall cause the Equity Selling Entity, the Asset Selling Entities, and each Conveyed Group Company to prepare and file, or cause to be prepared and filed, within applicable statutory limits and consistent with prior practice, all Tax Returns (other than any Tax Returns with respect to Income Taxes of Seller, the Equity Selling Entity, or the Asset Selling Entities (including any amendments thereto) (a “Seller Income Tax Return”)) of or that include the Conveyed Company or the Purchased Assets (including any amendments thereto) that are due to be filed (giving effect to any extension of time to file) on or prior to the Closing Date. Seller shall, and shall cause its Affiliates to, permit Purchaser to review and comment on the relevant portions of any Income Tax Return of or that includes a Conveyed Company, and Seller shall, and shall cause its Affiliates to, make such revisions to such Tax Returns as are reasonably requested by Purchaser and not inconsistent with prior practices. Seller shall, and shall cause the Equity Selling Entity and/or the Conveyed Company to, pay all Taxes shown on such Tax Returns when due. (b) Seller, the Equity Selling Entity, and the Asset Selling Entities shall have the exclusive right to prepare and file all Seller Income Tax Returns. (c) Each Party shall timely prepare and file, or cause its Affiliates to timely prepare and file, file with the applicable Taxing Authorities all Tax Returns relating to Transfer Taxes (a “Transfer Tax Return”) imposed upon such Person. Subject to Sections 7.1 and 7.2, such Person shall timely pay, or cause its Affiliates to timely pay, all Taxes shown as due on such Transfer Tax Returns. (d) Purchaser shall, and shall cause its Affiliates to, prepare and file, or cause to be prepared and filed, all Tax Returns (other than Seller Income Tax Returns and Transfer Tax Returns) relating to the Conveyed Companies or the Purchased Assets that are due to be filed (giving effect to any extensions of time to file) after the Closing Date, including Tax Returns for any taxable Tax period ending beginning on or prior to before the Closing Date (a “Pre-that are required to be filed by such Group Company after the Closing Period”). In preparing such Tax Returns, Purchaser shall not, Date and shall cause any of its Affiliates not to, make any changes each Group Company to any position taken in any prior taxable year (unless required by applicable Law) that would adversely affect Seller or its Affiliates. Purchaser shall, and shall cause its Affiliates to, timely pay or cause to be paid, all Taxes due with respect to such Tax Returns when due(including amounts remitted to Purchaser by Seller under this Section 5.04(a)(i)). Purchaser shallEach such Tax Return shall be prepared on a basis consistent with the past practice of each such Group Company, except as required by applicable Law. At least 30 calendar days, in the case of income Tax Returns, and within a reasonable period of time, in the case of all other Tax Returns, prior to the due date for filing any such Tax Return (taking into account any extensions), Purchaser shall cause its Affiliates to, permit furnish Seller to with a complete copy of any such Tax Return for Seller’s review and comment on any Tax Returns of a Conveyed Company that are filed after the Closing Date pursuant to which Seller is responsible for Taxes pursuant to Section 7.1 of this Agreementcomment, and Purchaser shall, and shall cause its Affiliates tosubject to the remainder of this Section 5.04(a)(i), make such revisions to revise such Tax Returns as are reasonably requested by Return to reflect any reasonable comments from Seller. If Purchaser disagrees with any such comments, it shall notify Seller of such disagreement and not inconsistent with prior practicesthe basis for its objection. Seller shall, and The parties shall cause, as applicable, the Equity Selling Entity and/or the Asset Selling Entities to, pay over act in good faith to Purchaser, no fewer than three (3) Business Days resolve any such dispute prior to the due date of on which the applicable relevant Tax Return, an amount of cash sufficient for the payment of any Taxes Return is required to be shown as due on filed. In the case of any such Tax Return and for which Seller bears responsibility pursuant to Section 7.1 of this Agreement. (e) Purchaser agrees that, to the extent able to do so under applicable Law and requested to do so by Seller, Purchaser and any of its relevant Affiliates shall carry back any item of loss, deduction, or credit of a Conveyed Company attributable to any taxable period that is with respect to which Seller is liable for Taxes pursuant to Section 7.1 hereof; provideda Straddle Period, howeverif the parties cannot resolve any disagreement, that nothing the item in this Section 7.4(e) or in question shall be resolved by the Independent Expert, and such resolution shall be binding. In the case of any other provision of this Agreement shall require Purchaser or any of its relevant Affiliates to carry back any item of loss, deduction, or credit Tax Return with respect to the Conveyed Company arising from the operation of any Conveyed Company for periods following the Closing Date. (f) Purchaser agrees that, with respect to each Conveyed Company and any successor thereto: (i) except as provided in Section 7.7(b), unless first consented to in writing by Seller, neither Purchaser nor any of its Affiliates nor any successors thereto shall file any claim for refund of Taxes in respect of (A) any a taxable period ending that ends on or before the Closing Date, (A) if the parties cannot resolve any disagreement and such disagreement relates to an item that is not reflected consistent with past practice of the relevant Group Company or that is reasonably likely to subject Purchaser or any of its Affiliates, in the reasonable judgment of Purchaser, to non-monetary sanctions or penalties, the item in question shall be resolved by the Independent Expert, and such resolution shall be binding; otherwise, the applicable Tax Return shall reflect Seller’s position; and (B) Purchaser shall not file any such Tax Return without Seller’s consent (not to be unreasonably withheld, conditioned or delayed). The fees and expenses of the Independent Expert in relation to the case matters contemplated in this Section 5.04(a)(i) shall be borne equally by Seller and Purchaser. Seller shall be responsible for all Taxes due in respect of a Straddle Periodthe Tax Returns referred to in this Section 5.04(a)(i) to the extent Seller has an indemnification obligation with respect to such Taxes under Section 6.03(a). Purchaser shall notify Seller of any amounts due from Seller in respect of any such Tax Return no later than 10 Business Days prior to the date on which such Tax Return is due, and Seller shall remit such payment to Purchaser no later than five Business Days prior to the date such Tax Return is due. For the purposes of this Section 5.04(a)(i), where Tax is payable with no associated Tax Return, the portion calculation of such Straddle Period ending the Tax payable shall be treated as a Tax Return due on the Closing Date;day on which the Tax is required to be paid. (ii) Purchaser, its AffiliatesPurchaser shall not, and shall not cause or permit any successors theretoGroup Company to, to the extent permitted by Law(A) amend, must make re-file or otherwise modify any elections available to them to waive the right to claim in respect of any taxable period ending Tax Return filed on or before the Closing Date any carryback with respect to Taxes arising in (A) any taxable period beginning after the Pre-Closing Date, Tax Period or any Straddle Period or (B) in the case of a Straddle make or change any Tax election or take any other action, which Tax election or action has retroactive effect to any Pre-Closing Tax Period, the portion of such Straddle Period beginning after the Closing Date; (iii) Purchaserin each case without Seller’s prior written consent, its Affiliatesin each case, and any successor thereto shall refrain from making any affirmative elections to claim (A) in respect of any period ending on except as otherwise required by Law 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 good faith resolution of a Tax arising Claim or as would not reasonably be expected to result in a more than de minimis Tax (x) any period beginning after the Closing Date, or (y) in the case a more than de minimis diminution of a Straddle Tax attribute) with respect to any Pre-Closing Tax Period, the portion of such Straddle Period beginning after the Closing Date; and (iv) except as may be required by Law, neither Purchaser nor any of its Affiliates nor any successors thereto shall file any amended Tax Return 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.

Tax Returns; Payment of Taxes. (a) Except as set forth on Schedule 7.4(a) of the Seller Disclosure Letter, Seller shall, and shall cause the Equity Selling EntityEntities, the Asset Selling Entities, and each and/or the Conveyed Company to Companies to, prepare and file, or cause to be prepared and filed, within applicable statutory limits and consistent with prior practice, all Tax Returns (other than any Tax Returns with respect to Income Taxes of Seller, the Equity Selling Entity, or the Asset Selling Entities (including any amendments thereto) (a “Seller Income Tax Return”)) of or that which include the Conveyed Company Companies or the Purchased Assets (including any amendments thereto) that are due to be filed (giving effect to any extension of time to file) on or prior to the Closing Date. Seller shall, and shall cause the Equity Selling Entities and/or the Conveyed Companies to, pay all Taxes shown on such Tax Returns when due. To the extent that Seller or its Affiliates are required to file Tax Returns with respect to Transfer Taxes, Seller shall, and shall cause the Equity Selling Entities, the Asset Selling Entities, and/or the Conveyed Companies to, permit Purchaser to review and comment on the relevant portions portion of any Income Tax Return Returns related to the determination of or that includes a Conveyed Companyany Transfer Tax, and Seller shall, and shall cause its Affiliates the Equity Selling Entities, the Asset Selling Entities, and/or the Conveyed Companies to, make such revisions to such Tax Returns as are reasonably requested by Purchaser. Purchaser and not inconsistent with prior practices. Seller shall, and shall cause the Equity Selling Entity and/or the Conveyed Company to, pay all Taxes shown on such Tax Returns when due. (b) over to Seller, no fewer than three (3) Business Days prior to the Equity Selling Entity, and the Asset Selling Entities shall have the exclusive right to prepare and file all Seller Income Tax Returns. (c) Each Party shall timely prepare and file, or cause its Affiliates to timely prepare and file, all Tax Returns relating to Transfer Taxes (a “due date of any such Transfer Tax Return”) imposed upon such Person. Subject to Sections 7.1 and 7.2, such Person shall timely pay, or cause its Affiliates to timely pay, all an amount of cash sufficient for the payment of any Taxes shown as due on such Transfer Tax ReturnsReturn and for which Purchaser bears responsibility pursuant to Section 7.2 hereof. (db) Purchaser shall, and shall cause its Affiliates to, prepare and file, or cause to be prepared and filed, all Tax Returns (other than Seller Income Tax Returns and Transfer Tax Returns) relating to the Conveyed Companies or the Purchased Assets that are due to be filed (giving effect to any extensions of time to file) after the Closing Date, including Tax Returns for any taxable period ending on or prior to the Closing Date (a “Pre-Closing Period”). In preparing such Tax Returns, Purchaser shall not, and shall cause any of its Affiliates not to, make any changes to any position taken in any prior taxable year (unless required by applicable Law) that would adversely affect Seller or its Affiliates. Purchaser shall, and shall cause its Affiliates to, pay or cause to be paid, all Taxes with respect to such Tax Returns when due. Purchaser shall, and shall cause its Affiliates to, to permit Seller to review and comment on any Tax Returns of a any of the Conveyed Company Companies that are filed after the Closing Date pursuant to which Seller is responsible for Taxes pursuant to Section 7.1 of this Agreement, and Purchaser shall, and shall cause its Affiliates to, make such revisions to such Tax Returns as are reasonably requested by Seller and not inconsistent with prior practicesSeller. Seller shall, and shall cause, as applicable, the Equity Selling Entity Entities and/or the Asset Selling Entities to, to pay over to Purchaser, no fewer than three (3) Business Days prior to the due date of the applicable Tax Return, an amount of cash sufficient for the payment of any Taxes required to be shown as due on such Tax Return and for which Seller bears responsibility pursuant to Section 7.1 of this Agreement. After Closing, Purchaser shall, and shall cause its Affiliates to, pay or cause to be paid, to Seller, no fewer than three (3) Business Days prior to the due date of the applicable Tax Return, an amount of cash equal to the excess of (i) the estimated Tax payments made by or on behalf of the applicable Conveyed Company on or prior to the Closing Date for the Tax Period to which such Tax Return relates over (ii) the amount of Taxes required to be shown as due on such Tax Return and for which Seller bears responsibility pursuant to Section 7.1 of this Agreement. (ec) Purchaser agrees that, to the extent able to do so under applicable Law and requested to do so by Seller, Purchaser and any of its relevant Affiliates shall carry back any item of loss, deduction, or credit of a the Conveyed Company Companies or Purchased Assets attributable to any taxable period with respect to which Seller is liable for Taxes pursuant to Section 7.1 hereof; provided, however, that nothing in this Section 7.4(e7.4(c) or in any other provision of this Agreement shall require Purchaser or any of its relevant Affiliates to carry back any item of loss, deduction, or credit with respect to the Conveyed Company Companies or Purchased Assets arising from the operation of any the Conveyed Company Companies or the Purchased Assets for periods following the Closing Date. (fd) Purchaser agrees that, with respect to each Conveyed Company and any successor thereto: (i) except as provided in Section 7.7(b7.7(d), unless first consented to in writing by Seller, neither Purchaser nor any of its Affiliates nor any successors thereto shall will file any claim for refund of Taxes in respect of (Aa) any taxable period ending on or before the Closing Date, or (Bb) 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, to the extent permitted by Law, 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 (Aa) any taxable period beginning after the Closing Date, or (Bb) in the case of a Straddle Period, the portion of such Straddle Period beginning after the Closing Date; (iii) Purchaser, its Affiliates, and any successor thereto shall will refrain from making any affirmative elections to claim (Aa) in respect of any period ending on or before the Closing Date, or (Bb) 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; and (iv) except as may be required by Law, neither Neither Purchaser nor any of its Affiliates nor any successors thereto shall will file any amended Tax Return 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 DateDate absent prior notice to, and written consent from, Seller (which consent shall not be unreasonably withheld).

Tax Returns; Payment of Taxes. (a) Except as set forth on Schedule ‎7.4(a) of the Seller Disclosure Letter, Seller shall, and shall cause the Equity Selling EntityEntities, the Asset Selling Entities, and each and/or the Conveyed Company to Companies to, prepare and file, or cause to be prepared and filed, within applicable statutory limits and consistent with prior practice, all Tax Returns (other than any Tax Returns with respect to Income Taxes of Seller, the Equity Selling Entity, or the Asset Selling Entities (including any amendments thereto) (a “Seller Income Tax Return”)) of or that include the Conveyed Company Companies or the Purchased Assets (including any amendments thereto) that are due to be filed (giving effect to any extension of time to file) on or prior to the Closing Date. Seller shall, and shall cause the Equity Selling Entities and/or the Conveyed Companies to, pay all Taxes shown on such Tax Returns when due. To the extent that Seller or its Affiliates are required to file Tax Returns with respect to Transfer Taxes, Seller shall, and shall cause the Equity Selling Entities, the Asset Selling Entities and the Conveyed Companies to, permit Purchaser to review and comment on the relevant portions portion of any Income Tax Return Returns related to the determination of or that includes a Conveyed Companyany Transfer Tax, and Seller shall, and shall cause its Affiliates the Equity Selling Entities, the Asset Selling Entities, and/or the Conveyed Companies to, make such revisions to such Tax Returns as are reasonably requested by Purchaser. Purchaser and not inconsistent with prior practices. Seller shall, and shall cause the Equity Selling Entity and/or the Conveyed Company to, pay all Taxes shown on such Tax Returns when due. (b) over to Seller, no fewer than three (3) Business Days prior to the Equity Selling Entity, and the Asset Selling Entities shall have the exclusive right to prepare and file all Seller Income Tax Returns. (c) Each Party shall timely prepare and file, or cause its Affiliates to timely prepare and file, all Tax Returns relating to Transfer Taxes (a “due date of any such Transfer Tax Return”) imposed upon such Person. Subject to Sections 7.1 and 7.2, such Person shall timely pay, or cause its Affiliates to timely pay, all an amount of cash sufficient for the payment of any Taxes shown as due on such Transfer Tax ReturnsReturn and for which Purchaser bears responsibility pursuant to ‎Section 7.2 hereof. (db) Purchaser shall, and shall cause its Affiliates to, prepare and file, or cause to be prepared and filed, all Tax Returns (other than Seller Income Tax Returns and Transfer Tax Returns) relating to the Conveyed Companies or the Purchased Assets that are due to be filed (giving effect to any extensions of time to file) after the Closing Date, including Tax Returns for any taxable period ending on or prior to the Closing Date (a “Pre-Closing Period”). In preparing such Pre-Closing Period Tax Returns, Purchaser shall not, and shall cause any of its Affiliates not to, make any changes to any position taken in any prior taxable year (unless required by applicable Law) that would adversely affect Seller or its Affiliates. Subject to indemnification by Seller pursuant to this Article ‎VIII, 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, to permit Seller to review and comment on any Tax Returns of a any of the Conveyed Company Companies that are filed after the Closing Date pursuant to which Seller is responsible for Taxes pursuant to Section 7.1 Article ‎VII of this Agreement, and Purchaser shall, and shall cause its Affiliates to, make such revisions to such Tax Returns as are reasonably requested by Seller and not inconsistent with prior practicesSeller. Seller shall, and shall cause, as applicable, the Equity Selling Entity Entities and/or the Asset Selling Entities to, to pay over to Purchaser, no fewer than three (3) Business Days prior to the due date of the applicable Tax Return, an amount of cash sufficient for the payment of any Taxes required to be shown as due on such Tax Return and for which Seller bears responsibility pursuant to Section 7.1 Article ‎VII of this Agreement. (ec) Purchaser agrees that, to the extent able to do so under applicable Law and requested to do so by Seller, Purchaser and any of its relevant Affiliates shall carry back back, at Seller’s expense, any item of loss, deduction, or credit of a the Conveyed Company Companies or Purchased Assets attributable to any taxable period with respect to which Seller is liable for Taxes pursuant to Section 7.1 Article ‎VII hereof; provided, however, that nothing in this Section 7.4(e) or ‎Section 7.4(c)or in any other provision of this Agreement shall require Purchaser or any of its relevant Affiliates to carry back any item of loss, deduction, or credit with respect to the Conveyed Company Companies or Purchased Assets arising from the operation of any the Conveyed Company Companies or the Purchased Assets for periods following the Closing Date. (fd) Purchaser agrees that, with respect to each Conveyed Company and any successor thereto: (i) except as provided in Section 7.7(b‎Section 7.7(c), unless first consented to in writing by Seller, neither Purchaser nor any of its Affiliates nor any successors thereto shall will file any claim for refund of Taxes in respect of (Aa) any taxable period ending on or before the Closing Date, or (Bb) 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, to the extent permitted by Law, 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 (Aa) any taxable period beginning after the Closing Date, or (Bb) in the case of a Straddle Period, the portion of such Straddle Period beginning after the Closing Date; (iii) Purchaser, its Affiliates, and any successor thereto shall will refrain from making any affirmative elections to claim (Aa) in respect of any period ending on or before the Closing Date, or (Bb) 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; and (iv) except as may be required by Law, neither Neither Purchaser nor any of its Affiliates nor any successors thereto shall will file any amended Tax Return 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.

Tax Returns; Payment of Taxes. (a) Except as set forth on Schedule 7.4(a) of the Seller Disclosure Letter, Seller shall, and shall cause the Equity Selling EntityEntities, the Asset Selling Entities, and each and/or the Conveyed Company to Entities to, prepare and file, or cause to be prepared and filed, within applicable statutory limits and consistent with prior practice, all Tax Returns (other than any Tax Returns with respect to Income Taxes of Seller, the Equity Selling Entity, or the Asset Selling Entities (including any amendments thereto) (a “Seller Income Tax Return”)) of or that which include the Conveyed Company Entities or the Purchased Assets (including any amendments thereto) that are due to be filed (giving effect to any extension of time to file) on or prior to the Closing DateDate (the “Pre-Closing Period Tax Returns”). Seller shall, and shall cause the Equity Selling Entities and/or the Conveyed Entities to, pay all Taxes shown on such Pre-Closing Period Tax Returns when due. To the extent that Seller or its Affiliates are required to file Tax Returns with respect to Transfer Taxes, Seller shall, and shall cause the Equity Selling Entities, the Asset Selling Entities, and/or the Conveyed Entities to, permit Purchaser to review and comment on the relevant portions portion of any Income Tax Return Returns related to the determination of or that includes a Conveyed Companyany Transfer Tax, and Seller shall, and shall cause its Affiliates the Equity Selling Entities, the Asset Selling Entities, and/or the Conveyed Entities to, make such revisions to such Tax Returns as are reasonably requested by Purchaser and not inconsistent with prior practicesPurchaser. Seller shall, and shall cause the Equity Selling Entity and/or the Conveyed Company to, pay all Taxes shown on such Tax Returns when due. (b) Seller, the Equity Selling Entity, and the Asset Selling Entities shall have the exclusive right to prepare and file all Seller Income Tax Returns. (c) Each Party shall timely prepare and file, or cause its Affiliates to timely prepare and file, all Tax Returns relating to Transfer Taxes (a “Transfer Tax Return”) imposed upon such Person. Subject to Sections 7.1 and 7.2, such Person shall timely pay, or cause its Affiliates to timely pay, all Taxes shown as due on such Transfer Tax Returns. (d) Purchaser shall, and shall cause its Affiliates to, prepare and file, or cause to be prepared and filed, all Tax Returns (other than Seller Income Tax Returns and Transfer Tax Returns) relating to the Conveyed Companies or the Purchased Assets that are due to be filed (giving effect to any extensions of time to file) after the Closing Date, including Tax Returns for any taxable period ending on or prior to the Closing Date (a “Pre-Closing Period”). In preparing such Tax Returns, Purchaser shall not, and shall cause any of its Affiliates not to, make any changes to any position taken in any prior taxable year (unless required by applicable Law) that would adversely affect Seller or its Affiliates. Purchaser shall, and shall cause its Affiliates to, pay or cause to be paid, all Taxes with respect to such Tax Returns when due. Purchaser shall, and shall cause its Affiliates to, permit Seller to review and comment on any Tax Returns of a Conveyed Company that are filed after the Closing Date pursuant to which Seller is responsible for Taxes pursuant to Section 7.1 of this Agreement, and Purchaser shall, and shall cause its Affiliates to, make such revisions to such Tax Returns as are reasonably requested by Seller and not inconsistent with prior practices. Seller shall, and shall cause, as applicable, the Equity Selling Entity and/or the Asset Selling Entities to, pay over to PurchaserSeller, no fewer than three (3) Business Days prior to the due date of the applicable any such Transfer Tax Return, an amount of cash sufficient for the payment of any Taxes required to be shown as due on such Tax Return and for which Seller bears responsibility pursuant to Section 7.1 of this Agreement. (e) Purchaser agrees that, to the extent able to do so under applicable Law and requested to do so by Seller, Purchaser and any of its relevant Affiliates shall carry back any item of loss, deduction, or credit of a Conveyed Company attributable to any taxable period with respect to which Seller is liable for Taxes pursuant to Section 7.1 hereof; provided, however, that nothing in this Section 7.4(e) or in any other provision of this Agreement shall require Purchaser or any of its relevant Affiliates to carry back any item of loss, deduction, or credit with respect to the Conveyed Company arising from the operation of any Conveyed Company for periods following the Closing Date. (f) Purchaser agrees that, with respect to each Conveyed Company and any successor thereto: (i) except as provided in Section 7.7(b), unless first consented to in writing by Seller, neither Purchaser nor any of its Affiliates nor any successors thereto shall 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, to the extent permitted by Law, 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; (iii) Purchaser, its Affiliates, and any successor thereto shall 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; and (iv) except as may be required by Law, neither Purchaser nor any of its Affiliates nor any successors thereto shall file any amended Tax Return 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.fifty