Common use of Tax Returns Clause in Contracts

Tax Returns. (i) Parent shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns with respect to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxes.

Tax Returns. (i) Parent Newco shall be responsible for the preparation and timely file or cause filing of all Company Consolidated Income Tax Returns for any Pre- Closing Tax Period, including Company Consolidated Income Tax Returns for such period that are due after the Closing Date, all Tax Returns for any Tax period relating to be ----------- timely filed when due (taking into account the Newspaper Subsidiaries, and all extensions properly obtained) (x) all Income Broadcasting Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date Date. Within twenty (including all 20) days following the filing of Company Consolidated Income Tax Returns required for the Tax period ended on the Closing Date, Newco shall furnish Acquiror with (i) copies of such Tax Returns, and (ii) information concerning (A) the Tax basis of the assets of Broadcasting as of the Closing Date; (B) the earnings and profits of the Company and Broadcasting as of the Closing Date; (C) the Company's Tax basis in the stock of Broadcasting and PBC's Tax basis in the stock of each of its Subsidiaries as of the Closing Date; (D) the net operating loss carryover, investment tax credit carryover, alternative minimum tax carryover and the capital loss carryover, if any, available to the Surviving Corporation and its Subsidiaries for a Post-Closing Tax Period; and (E) all elections with respect to Company Consolidated Income Taxes in effect for Broadcasting as of the Closing Date. Other than elections in the ordinary course of business consistent with past practice or elections which will not have the effect of increasing the Taxes of Acquiror in a Post-Closing Tax Period, no Tax elections shall be filed made with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns with respect to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent Newco is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent responsible under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a6.09(b)(i) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation on behalf of the amount owed by Parent Company or Buyer, as any Broadcasting Subsidiary without the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxesconsent of Acquiror.

Tax Returns. (i) Parent Seller shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (xI) all Income Tax Returns that are required to be filed by or with respect to the Companies and each Company Subsidiary for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent Seller shall remit, or cause to be remitted, any Taxes shown to be due in respect of such Tax Returns; and (II) all non-Income Tax Returns with respect to the Companies and each Subsidiary that are due on or before the Cut-Off Date, and Seller shall remit, or cause to be remitted, any Taxes shown to be due in respect of such Tax Returns. Buyer (or Seller on Buyer’s behalf if and to the extent provided in the Buyer Transition Services Agreement) shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to taxable years the Companies and each Subsidiary and Buyer shall remit or periods ending on cause to be remitted any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed by Seller, unless contrary to Requirements of Law or before the Closing Date or that relate to any Straddle Period (I) except as otherwise required contemplated by lawthis Agreement, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns, in each case if doing so would reasonably be expected to materially adversely affect the Tax liability of Buyer, the Companies, any Subsidiary or any Affiliate thereof for any period after the Cut-Off Date. With respect to Tax Returns to be filed by Buyer that relate, in whole or in part, to Taxable periods ending prior to the Cut-Off Date or any Straddle Period (including any such position, election or method which would have the effect of accelerating income other than Tax Returns relating to periods for which Parent is liable or deferring deductions to periods property Taxes for which Buyer is wholly liable), (I) unless contrary to Requirements of Law or as otherwise contemplated by this Agreement, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made, or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns and (II) such Tax Returns shall be submitted to Parent Seller not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Cut-Off Date, as promptly as practicable following the Closing Cut-Off Date) for review and approval by ParentSeller, which approval may not be unreasonably withheldwithheld or delayed, but may in all cases be withheld or delayed in the sole discretion of Seller if (A) such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, sentence or (B) such Tax Returns ----------------- shall not be filed by Parent in relate to a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after ending on the Closing Date. Parent Seller or Buyer shall pay the other party for the Taxes for which Parent Seller or Buyer, respectively, is liable pursuant to paragraph (a) of this Section 8.2(a) 7.2 but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(bparagraph (b) upon the written request of -------------- the party entitled to payment, setting forth in reasonable detail the computation of the amount owed by Parent Seller or Buyer, as the case may be, but in no event shall such payment be requested earlier than 10 15 business days prior to the due date for paying such Taxes.

Tax Returns. (i) Parent Seller shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns that are required to be filed by or with respect to each Company the Companies for taxable years or periods ending on or before the Closing Date (including all in the case of Income Taxes filed on a consolidated, combined or unitary basis with Seller or an Affiliate thereof (other than solely another Company)) and Seller shall remit, out of its own funds, any Taxes shown to be due in respect of such Income Tax Returns required to be filed and all non-Income Tax Returns with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and are due on or before the Closing Cut-Off Date, and in each case Parent Seller shall remit, or cause to be remitted, out of funds of the Companies, any Taxes shown to be due in respect of such Tax Returns, and . Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to taxable years the Companies and Buyer shall remit or periods ending on or before cause to be remitted any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed by Seller after the Closing Date or that relate to any Straddle Period date hereof for non Income Taxes (I) except as otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) if requested by Buyer, such Tax Returns shall be submitted to Parent Buyer not later than 30 10 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by ParentBuyer, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent Seller or Buyer shall pay the other party for the Taxes for which Parent Seller or Buyer, respectively, is liable pursuant to paragraph (a) of this Section 8.2(a) 7.2 but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(bparagraph (b) upon the written request of -------------- the party entitled to payment, setting forth in reasonable detail the computation of the amount owed by Parent Seller or Buyer, as the case may be, but in no event earlier than 10 15 business days prior to the due date for paying such Taxes.

Tax Returns. (i) Seller Parent shall timely file prepare or cause to be ----------- timely filed when due (taking into account prepared all extensions properly obtained) (x) all Income Tax Returns that are required to be filed after the Closing Date by or with respect to each Company all Transferred Entities for taxable years or periods ending on or before the Closing Date Date. Such Tax Returns shall be prepared in a manner consistent with Seller Parent’s past practice in respect of the Transferred Entities. Seller Parent shall remit any Tax Returns described in the preceding sentence together with all documentation upon which such Tax Returns are based to Buyer Ultimate Parent not later than 45 Business Days before the applicable due date (including all Income extensions) of such Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnershipits review and comment, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent which Buyer Ultimate Parent shall complete not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or later than 30 Business Days before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes applicable due in respect date of such Tax Returns, and provided however, in each case that it is not impractical to do so. If, upon expiration of Buyer Ultimate Parent’s period of review set forth in the preceding sentence, the parties disagree as to any item reflected on such Tax Return, Seller Parent’s original proposal shall timely become final, provided that if Buyer Ultimate Parent reasonably believes that, (x) in the case of an item in a Tax Return being made for U.S. Tax purposes such item is not supported by “substantial authority” (as defined in Treasury Regulation Section 1.6662-4(d)(2)); or (y) in all other cases such item is not supported by sufficient authority for a filing to be made in the appropriate jurisdiction without risk of penalty under the relevant Tax Law, the item shall be submitted for resolution pursuant to the procedures set forth in Section 6.5(a)(ii). Buyer Ultimate Parent shall file or cause the Transferred Entities to or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns with respect to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such Tax Returns shall and pay or cause to be filed in a manner consistent with past practice and no position shall paid the Taxes shown to be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior due thereon to the due date for filing such appropriate Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentenceauthorities. With respect to Tax Returns described in this Section 6.5(a)(i), and subject to the limitations set forth in this Section 6.5(a) Buyer Ultimate Parent shall cooperate with Seller Parent in filing such Tax Returns, including causing the Transferred Entities to sign and file such Tax Returns, provided that such cooperation shall not include the taking, or causing to be filed by Parent under this Section 8.2(b)(i)taken, except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner any action inconsistent with past practice, and Parent shall not take any position, make any electionwith, or adopt any method that is inconsistent with positions takenin violation of, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such TaxesLaw.

Tax Returns. (ia) Parent ONEOK shall timely file prepare (or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Dateprepared) and (y) to the extent not described in clause (x), timely file all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns Authority with respect to taxable years or periods the Entities for all Tax Periods ending on or before the Closing Date or that relate and shall pay all Taxes (in excess of any applicable accruals therefor included within the calculation of Final Closing Working Capital) due with respect to any Straddle Period (I) except as otherwise required by law, such Tax Returns. Northern Border shall timely pay all Taxes due with respect to such Tax Returns to the extent of any applicable accruals included within the calculation of Final Closing Working Capital. ONEOK shall be filed in a manner consistent provide Northern Border with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing drafts of such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 at least 10 days prior to the due date for filing such Tax Returns (ortaking into account extensions) for Northern Border’s review and comment; provided that in the case of a Tax Return which is a Consolidated Return, ONEOK shall only be required to provide the portions of such Consolidated Return relating solely to the income, gain, loss and deduction of the Entities. The final form of any such Tax Return required to be provided to Northern Border (and the portion of any such Consolidated Return relating solely to the Entities), pursuant to the preceding sentence, shall be subject to Northern Border’s prior written consent, which shall not be unreasonably withheld; provided that Northern Border shall not withhold consent to the filing of any such Tax Return if such due date Tax Return (or in the case of a Consolidated Return the portion thereof relating to the Entities) is within 45 days following prepared in a manner consistent with Section 10.4(c) of this Agreement and the treatment of any items that are not covered by past practice would not have an adverse effect on the Taxes of the Entities for any period beginning on or after the Closing Date or the portion of any Straddle Period (as defined below) that is Northern Border’s responsibility. In the case of any Tax Return required to be filed by ONEOK pursuant to this Section 10.4(a) after the Closing Date, as promptly as practicable following Northern Border shall arrange for the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if signing of such Tax Returns were not prepared or shall provide ONEOK with such powers or attorney or other authorization, in each case as may be necessary to effect such filings in accordance with clause (I) of this sentence. With respect to applicable Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such TaxesLaw.

Tax Returns. (i) Parent Seller shall timely file prepare or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) prepared and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due all Tax Returns of or with respect to the Purchased Assets (taking into account including the Purchased Subsidiary) that are required to be filed on or prior to the Closing Date, or that are for any Tax period ending on or prior to the Closing Date, regardless of whether required to be filed before, on or after the Closing Date. Buyer shall prepare or cause to be prepared and shall timely file or cause to be timely filed all extensions properly obtainedTax Returns of or with respect to the Purchased Assets (including the Purchased Subsidiary) all other required to be filed after the Closing Date for taxable periods ending after the Closing Date. All Tax Returns with respect to taxable years the Purchased Assets (including the Purchased Subsidiary) prepared by or periods ending on behalf of Seller, or before prepared by or on behalf of Buyer for a Straddle Period, shall be prepared in a manner consistent with prior Tax Returns filed by or with respect to the Closing Date or that relate to any Straddle Period Purchased Assets (I) including the Purchased Subsidiary), except as otherwise required by lawapplicable Law. Subject to Section 7.2(e), Seller or Buyer, as applicable, shall timely remit or cause to be remitted to the appropriate Governmental Authority all Taxes shown to be due on such Tax Returns Returns. Seller shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such provide any Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent it is liable or deferring deductions responsible pursuant to periods for which this Agreement to Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not no later than 30 days prior to the due date for filing thereof; and any disputes concerning the manner in which such Tax Returns (or, if such due date is within 45 days following are prepared shall be resolved as provided in Section 7.2(f). To the Closing Date, as promptly as practicable following extent Seller would be responsible for all or any portion of the Closing Date) Taxes shown on any Tax Return for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by lawa Straddle Period, such Tax Returns ----------------- Return shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions provided to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in Seller no event earlier later than 10 business 30 days prior to the due date filing thereof; and any disputes concerning the manner in which such Tax Returns are prepared shall be resolved as provided in Section 7.2(f). Except as required by a determination of a Governmental Authority, neither Buyer nor Seller shall amend or permit to be amended any Tax Returns with respect to the Purchased Assets (including the Purchased Subsidiary) to the extent such amendment by or permitted by Buyer could increase the liability of Seller hereunder, or such amendment by or permitted by Seller could adversely affect Buyer or any of its affiliates for paying such Taxesthe Post-Closing Tax Period.

Tax Returns. (i) Parent Aon shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of Company and the relevant Income Tax Return is a disregarded entity or a partnership, in each case Subsidiaries for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent Aon shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to taxable years the Company and the Subsidiaries, and Buyer shall remit, or periods ending on or before cause to be remitted, any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed by Buyer pursuant to the Closing Date or preceding sentence that relate to any Straddle Period (I) except as otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent Aon is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent Aon not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by ParentAon, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent Aon or Buyer shall pay the other party for the Taxes for which Parent Aon or Buyer, respectively, is liable pursuant to Section 8.2(a8.1(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b8.1(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent Aon or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxes, without regard to the aggregate indemnification limitations set forth in Sections 11.1(a) and 11.2(a).

Tax Returns. (i) Parent Member shall prepare or cause to be prepared and timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns that are required to be filed by or with respect to each Company the Group Companies on a combined, consolidated or unitary basis with the Member, (y) all income Tax Returns of or with respect to the Group Companies for any taxable years year or periods ending period that ends on or before the Closing Date and (including z) all Income other Tax Returns that are required to be filed by or with respect to any of the Group Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in . In each case Parent the Member shall remit, remit or cause to be remitted, remitted any Taxes due in respect of such Tax Returns. To the extent that any such Taxes due in respect to such Tax Returns are taken into account in computing the Net Working Capital amount as finally determined pursuant to Section 1.08, Parent shall remit the amount of such Taxes to the Member no later than five (5) days prior to the due date (including extensions) for filing such Tax Returns. To the extent permitted by Law, all Tax Returns required to be filed by the Member shall be signed by the Member (or its designee that is reasonably acceptable to Parent); provided that Parent and Buyer Holdco shall reasonably cooperate with the Member to provide appropriate authorization to the Member to sign such Tax Returns, or to make available an officer or other authorized person of the relevant Group Company to sign such Tax Returns, if and to the extent required by Law. Parent shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns with respect to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) except as otherwise are required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning the Group Companies after the Closing Date or, with and Parent shall remit or cause to be remitted any Taxes due in respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such TaxesReturns.

Tax Returns. (i) Parent Seller shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns that are required to be filed by or with respect to each Company the Companies for taxable years or periods ending on or before the Closing Date (including all Income in the case of Tax Returns required to be filed by or with respect to any of the Companies that for purposes of on a combined, consolidated or unitary basis with Seller or any Affiliate thereof other than solely the relevant Income Tax Return is a disregarded entity Companies) or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing DateDate (with respect to other Tax Returns), and in each case Parent Seller shall remit, remit or cause to be remitted, remitted any Taxes shown to be due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the Companies for taxable years or periods ending on or before prior to the Closing Date and for Straddle Periods and Buyer shall remit or that relate cause to be remitted any Straddle Period Taxes shown to be due in respect of such Tax Returns. With respect to Tax Returns to be filed by Buyer pursuant to the preceding sentence (Ix) except as otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns which would have any adverse effect on the Companies, Seller or any Affiliate thereof or on any obligation of Seller under this Agreement (including including, without limitation, any such position, election or method position which would have the effect of accelerating income to periods for which Parent Seller is liable or deferring deductions to periods for which Buyer is liable) and (IIy) such Tax Returns and the workpapers and calculations supporting the Taxes due in respect of such Tax Returns shall be submitted to Parent Seller not later than 30 20 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) (in each case taking into account all extensions properly obtained) for review and approval by ParentSeller, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (Ix) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent Seller or Buyer shall pay the other party for the Taxes for which Parent Seller or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(bparagraph (b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent Seller or Buyer, as the case may be. Such payment shall be made within 10 days of such request, but in no event earlier than 10 business days prior to the due date for paying such Taxes.

Tax Returns. (i) Parent Seller shall prepare and timely file file, or cause to be ----------- prepared and timely filed when due (taking into account filed, all extensions properly obtained) (x) all Income Tax Returns required to be filed by or with in respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies Purchased Subsidiaries or their Subsidiaries that for purposes of the relevant Income relate to a Pre-Closing Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending Period and are due on or prior to the Closing Date) , provided, that such Tax Returns shall be prepared and (y) all elections with respect to such Tax Returns shall be made, to the extent not described permitted by Law, in clause a manner consistent with past practice. At least 20 calendar days prior to the last date for timely filing any such Tax Return (xtaking into account any extensions), Seller shall submit such Tax Return to Buyer for its review. No later than 10 calendar days after the receipt of such Tax Return from Seller, Buyer shall notify Seller of any reasonable objections Buyer may have to items set forth in such Tax Return. Buyer and Seller shall act reasonably and in good faith to resolve any such objection timely raised by Buyer. Buyer shall prepare and timely file, or shall cause to be prepared and timely filed, all Tax Returns required to be filed with respect to any of the Companies and due on by or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such the Purchased Subsidiaries or their Subsidiaries that relate to (i) a Pre-Closing Tax Returns, and Buyer shall timely file or cause Period but that are required to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns with respect to taxable years or periods ending on or before after the Closing Date or (ii) a Straddle Period; provided, in each case, that relate to any Straddle Period (I) except as otherwise required by law, such Tax Returns shall be filed prepared and all elections with respect to such Tax Returns shall be made, to the extent permitted by Law, in a manner consistent with past practice and no position practice, provided, further, that Buyer shall determine the treatment of deferred revenue in its reasonable discretion, which shall be taken, election made or method adopted that is inconsistent consistent with positions taken, elections made or methods used in prior periods in filing such Revenue Procedure 2004-34. Buyer shall deliver a draft of any Tax Returns (including any such position, election or method which would have it is required to file pursuant to the effect of accelerating income preceding sentence to periods Seller for which Parent is liable or deferring deductions to periods for which Buyer is liable) Seller’s review and (II) such Tax Returns shall be submitted to Parent not later than 30 approval at least 20 calendar days prior to the due date (taking into account any extension) for the filing of such Tax Returns (or, if such due date is within 45 Returns. No later than 10 calendar days following after the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if receipt of such Tax Returns were not prepared Return from Buyer, Seller shall notify Buyer of any reasonable objections Seller may have to items set forth in accordance such Tax Return. Buyer and Seller shall resolve any disputes in connection with clause (I) the preparation of this sentence. With respect to Pre-Closing Tax Period Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b6.02(e) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxesaccordance with Section 6.02(j).

Tax Returns. (ia) The Parent shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns that are required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and the Transferred Subsidiaries for Pre-Closing Taxable Periods that are due on or before the Closing Date, and in each case the Parent shall remit, remit or cause to be remitted, remitted any Taxes due in respect of such Tax Returns, and Buyer the Acquiror shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to taxable years each Company and Transferred Subsidiary and the Acquiror shall remit or periods ending on cause to be remitted any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed or before caused to be filed by the Closing Date Parent or the Acquiror pursuant to the preceding sentence that relate to any Pre-Closing Taxable Periods or Straddle Period Periods (Ix) except as otherwise required to the extent permitted by lawLaw, such Tax Returns shall be filed in a manner consistent with past practice and no position shall the last previous Tax Return relating to the same Taxes filed as of the date hereof, except to the extent failure to do so would not reasonably be takenexpected to result, election made directly or method adopted that is inconsistent with positions takenindirectly, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have a material cost to the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) other party and (IIy) such Tax Returns shall be submitted to the Parent or the Acquiror, as the case may be, not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 30 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parentthe Parent or the Acquiror, as the case may be, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. The Parent or Buyer the Acquiror, as the case may be, shall pay the other party for or cause to be paid to the other the Taxes for which the Parent or Buyerthe Acquiror, respectively, is liable pursuant to Section 8.2(a) 7.01 but which are payable with any Tax Return to be filed -------------- or caused to be filed by the Parent, on the one hand, and Acquiror, on the other party hand, pursuant to this Section 8.2(b7.02(a) upon the written request of -------------- the party Party entitled to payment, setting forth in reasonable detail the computation of the amount owed by Parent or Buyerthe Parent, on the one hand, and the Acquiror, on the other hand, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxes.

Tax Returns. (i1) Parent Seller shall properly prepare or cause to be properly prepared and shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by or with respect to each for the Company and its Subsidiaries for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date; PROVIDED, however, (A) the requirement to "properly prepare" Tax Returns set forth in the preceding clause of this sentence shall not apply with respect to (i) Tax Returns with respect to federal Income Taxes, and (ii) Tax Returns with respect to Income Taxes imposed by jurisdictions that recognize an election under Section 338(h)(10) of the Code (or any comparable provisions of state or local law), and (B) preparation of Tax Returns other than those described in clauses (i) and (yii) above by Verizon consistent with Verizon's or GTE's past practice shall be deemed to be "properly prepared" for purposes of this section. At least 20 days prior to the due date (including extensions thereof) for filing a Tax Return required to be filed as described in the preceding sentence other than those described in clauses (i) and (ii) above (and, in the case of an amended Tax Return, at least 20 days prior to the date on which Verizon or Seller shall file such amended Tax Return), if Verizon or Seller is taking a position inconsistent with any such Tax Return for periods ending on or prior to the Closing Date which position would materially and adversely affect the Tax Liability of the Company or Buyer for any post-Closing period, Seller shall provide Buyer with a copy of such Tax Return, and Buyer shall have the right to review and approve each such Tax Return to the extent it relates to the Company, which approval shall not described be unreasonably withheld. Except as required by a change in clause (x)applicable law, or as required as a result of an election under Section 338(h)(10) of the Code, all Tax Returns required to be filed as described in the first sentence of this Section 5.3(a), other than those described in clauses (i) and (ii) above, shall be prepared and filed by Verizon or Seller in a manner that is consistent with prior practice with respect to any those portions of such Tax Returns which relate to the Company and its Subsidiaries, or if inconsistent and in a manner that would materially and adversely affect the Tax Liability of the Companies Company for any post-Closing period, Buyer shall have the right to review and due on or before approve each such Tax Return to the Closing Dateextent it relates to the Company, and in each case Parent which approval shall remit, not be unreasonably withheld. Buyer shall prepare or cause to be remitted, any Taxes due in respect of such Tax Returns, prepared and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns with respect to taxable years or for the Company and its Subsidiaries for all periods ending on after the Closing Date. In no event shall Buyer or before the Company, or any Affiliate of Buyer or the Company, file any Tax Return for the Company in jurisdictions outside of the United States (i) for periods ending prior to the Closing Date or (ii) for periods that relate begin prior to any Straddle Period (I) except as otherwise required by law, and end after the Closing Date to the extent such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made Return would affect the Tax liability or method adopted that is inconsistent with positions taken, elections made or methods used in prior Tax attributes of the Company for periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date Closing Date. With respect to any Tax Return for filing such Tax Returns (orthe Company in jurisdictions outside of the United States, if such due date is within 45 days for periods following the Closing Date, as promptly as practicable following other than those described in clause (ii) of the preceding sentence, and, except with respect to jurisdictions in which the Company has filed Tax Returns for periods prior to the Closing Date) for review , Buyer and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such the Company and the Affiliates of Buyer and the Company will only file Tax Returns were not prepared for the Company in accordance with clause (I) jurisdictions outside of this sentence. With respect the United States to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where the extent reasonably required by law, such Tax Returns ----------------- shall not be filed by Parent law in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation good faith determination of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such TaxesBuyer after consultation with its tax counsel.

Tax Returns. (a) The parties agree that, as a result of the transactions contemplated by this Agreement, (i) Parent the taxable year of the LLC shall terminate pursuant to Code Section 708(b)(1)(B) for federal and, unless required by applicable Tax law, any applicable state and local income Tax purposes as of the close of business on the Closing Date, (ii) the Corporation and ADCC will become members of the Purchaser’s consolidated group and, accordingly, the taxable year of the Corporation will terminate pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(A) for federal and, unless required by applicable Tax law, any applicable state and local income Tax purposes as of the close of business on the Closing Date, (iii) the taxable year of ADCC shall terminate pursuant to Code Section 1362(d)(2) and Treasury Regulations Section 1.1502-76(b)(1)(ii)(A)(2) for federal and, unless required by applicable Tax law, any applicable state and local income Tax purposes as of the close of business on the day before the Closing Date, and (iv) in determining the taxable income of ADCC for its taxable year ending as of the close of business on the day before the Closing Date, a “closing of the books” method will apply pursuant to Code Section 1362(e)(6)(D). The Equityholders’ Representative shall prepare and timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns of the Acquired Companies and their Subsidiaries for income, gross receipts and similar Taxes (including any business, professional and occupational license Taxes or similar Taxes) that are required to be filed by or with respect to the Acquired Companies and each Company of their Subsidiaries for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing DateDate (the “Pre-Closing Tax Period”) and (y) to the extent not described in clause (x), all Tax Returns required to be which are filed with respect to any of the Companies and due on or before after the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns with respect to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such . Such Tax Returns shall be filed prepared by treating items on such Tax Returns in a manner consistent with the past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members practices with respect to such items, unless otherwise required by Applicable Law. The Equityholders’ Representatives shall cause the LLC to make an election under Code Section 754 for its taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after year ending on the Closing Date. Parent or Buyer The Equityholders’ Representative shall pay the other party for the Taxes provide Purchaser with reasonable opportunity to review and comment on each such Tax Return for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable the Equityholders’ Representative bears preparation responsibility in accordance with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxes.this

Tax Returns. (i) Parent SymmetriCom shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns that are required to be filed by or with respect to each the Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required and which relate to be filed with respect Taxes for which SymmetriCom is liable pursuant to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing DateSection 6.09(a)(i) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, remit any Taxes due in respect of such Tax Returns, and Buyer Purchaser shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the Company for taxable years or periods ending on or before after the Closing Date or that relate to and shall remit any Straddle Period (I) except as otherwise required by law, Taxes due in respect of such Tax Returns. Any Tax Returns shall required to be filed by Purchaser pursuant to this Section 6.09 relating in a manner consistent with past practice and no position shall be taken, election made whole or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income part to periods Taxes for which Parent SymmetriCom is liable or deferring deductions pursuant to periods for which Buyer is liableparagraph (a)(i) and (II) such Tax Returns of this Section 6.09 shall be submitted to Parent not later than 30 days prior to the due date SymmetriCom for filing such Tax Returns SymmetriCom's approval (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may shall not be unreasonably withheld, but may in all cases be withheld if ) prior to Purchaser filing such Tax Returns were not prepared in accordance with clause (I) of this sentenceReturns. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- SymmetriCom or Purchaser shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay reimburse the other party for the Taxes for which Parent SymmetriCom or Buyer, respectively, Purchaser is liable pursuant to paragraphs (a)(i) and (ii) of this Section 8.2(a) 6.09 but which are payable with any Tax Return Returns to be filed -------------- by the other party pursuant to this Section 8.2(b) the second preceding sentence upon the written request of -------------- the party entitled to paymentreimbursement, setting forth in detail the computation of the amount owed by Parent SymmetriCom or BuyerPurchaser, as the case may be, but in no event earlier than 10 business ten (10) days prior to the due date for paying the payment of such Income Taxes.

Tax Returns. (i) Parent 5.4.1 The Seller shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by each member of the Company Group (other than an Acquired Partnership where the Seller or a member of the Company Group is not the “tax matters partner” (within the meaning of section 6231 of the Code) of such Acquired Partnership) or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and Transferred Assets due on or before the Closing Date. At least ten (10) Business Days prior to filing any such Tax Return with respect to Company Group Non-Income Taxes (other than with respect to the Transferred Assets and Excluded Assets, and in each case Parent if such Tax Return (1) includes assets or operations other than those owned by members of the Company Group after the Closing Date or (2) relates solely to the Excluded Assets), the Seller shall remit, or cause to be remitted, any Taxes due in respect submit a copy of such Tax ReturnsReturns (and any schedules, work papers and other documentation relevant to the preparation of such Tax Return) to the Buyer for the Buyer’s review and approval, which approval shall timely not be unreasonably withheld. Seller shall not file such return or cause such return to be timely filed when until the earlier of either the receipt of written notice from Buyer indicating Buyer’s consent thereto, or the due date for such return (taking into account all extensions properly obtained) all other any valid extensions). If Buyer fails to approve any such Tax Returns with respect to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) except as otherwise required by lawReturn, such approval will be treated as unreasonably withheld unless such approval is not given because the Buyer or its Affiliates is adversely affected by a position taken by a member of the Company Group in the Tax Returns shall be filed in a manner Return and such position is not consistent with past practice and no position shall be takenpractices of such member of the Company Group, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing unless required by Law. If the Buyer disputes any item on such Tax Returns Return, it shall notify the Seller of such disputed item (including or items) and the UNIT PURCHASE AGREEMENT 53 basis for its objection. The Parties shall act in good faith to resolve any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days dispute prior to the due date for filing on which such Tax Returns (or, if such due date Return is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns required to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall filed. If the Parties cannot be filed by Parent in a manner inconsistent with past practice, and Parent shall not take resolve any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Perioddisputed item, the portion item in question shall be resolved by an independent accounting firm mutually acceptable to the Seller and the Buyer. The fees and expenses of such Straddle Period beginning after the Closing Date. Parent or Buyer accounting firm shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- borne equally by the other party pursuant to this Section 8.2(b) upon Seller and the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxes.

Tax Returns. (i) Parent or the Surviving Corporation shall timely prepare and file (or cause to be ----------- such timely filed when due (taking into account preparation and filing) with the appropriate Taxing Authority all extensions properly obtained) Tax Returns for the Company and its Subsidiaries for periods that (x) all Income Tax Returns required end prior to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (each, a “Pre-Closing Tax Return”) the due date of which (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return extensions) is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before after the Closing Date, and in each case Parent or the Surviving Corporation shall remit, pay (or cause to be remittedpaid) all Taxes shown thereon, any Taxes due in respect of such or (y) include the Closing Date (a “Straddle Period Tax ReturnsReturn”), and Buyer Parent or the Surviving Corporation shall timely file pay (or cause to be timely filed when due (taking into account all extensions properly obtainedpaid) all other Taxes shown thereon. All Pre-Closing Tax Returns and Straddle Period Tax Returns described in the prior sentence shall be prepared consistent with the methodologies and practices historically applied by the Company and its Subsidiaries when filing its prior year Tax Return (for purposes of this Section 7.12, the determination of Estimated Pre-Closing Taxes and Final Pre-Closing Taxes pursuant to Section 3.7, and with respect to taxable years or periods ending on or before Tax matters in Article IX, the Closing Date or that relate foregoing will be deemed to any Straddle Period (Ibe “past practice”) except as otherwise required by lawapplicable Law or as specifically required under this Agreement. The Representative, at its sole expense, shall have reasonable access during normal business hours to those persons preparing any Pre-Closing Tax Return or Straddle Period Tax Return and the information to be included in such Tax Return prior to such Tax Return’s submission to the Representative for review, as described below. With regard to both Pre-Closing Tax Returns and Straddle Period Tax Returns, at least twenty (20) days prior to the date on which each such Tax Return is due (including extensions), Parent shall be filed submit such Tax Return to the Representative for its review, and within the ten (10) day period starting on the day such Tax Return is submitted to the Representative for its review, the Representative shall have the right to suggest modifications to such Tax Returns. With regard solely to any Pre-Closing Tax Return, described in the first sentence of this Section 7.12(b), if the Representative does not timely submit suggested modifications to Parent as described in the preceding sentence, the Representative will waive its right to suggest modifications to such Tax Return, or if the Representative does timely submit suggested modifications to Parent as described in the prior sentence, Parent shall make each such timely suggested modification to such Tax Return to the extent such suggested modification is not inconsistent with the standard set forth in the second sentence of this Section 7.12(b); provided that if the Closing Date is later than March 31, 2014, and such modification results in a manner consistent material reduction in Tax liability or material increase in a Tax refund or credit of the Company or any of its Subsidiaries or a material increase in any amount owed by Parent to Representative under Section 7.12(f) hereof, in each case allocable to a Tax period beginning before the Closing Date, the requirements of this sentence shall also apply to Straddle Period Tax Returns. Parent shall not file any Tax Return with past practice and no position shall respect to a Pre-Closing Tax Period without Representative’s consent, not to be takenunreasonably withheld, election made conditioned or method adopted delayed; provided, however, that if such consent is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income not provided Representative’s failure to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days consent prior to the due date (including all available extensions) for filing such Tax Returns (or, Return shall not prevent Parent from timely filing any such Tax Return; and provided that if such due date is within 45 days following the Closing DateDate is later than March 31, 2014, such consent right shall also apply to Pre-Closing Straddle Returns that show a material amount of Taxes for which Representative (in its capacity as promptly such) could be liable to Parent hereunder. For the avoidance of doubt and notwithstanding anything herein to the contrary (including without limitation in the case Representative does not provide comments to any Tax Return or does not consent to its filing), the Representative (in its capacity as practicable following the Closing Datesuch) for review and approval shall be relieved of any obligation to indemnify Parent or Surviving Corporation or their Affiliates with respect to any Losses arising from Taxes directly attributable to a particular Tax position taken by Parent, which approval may not be unreasonably withheld, but may the Surviving Corporation or its Subsidiaries in all cases be withheld if filing a Pre-Closing Tax Return or Straddle Period Tax Return (including pursuant to any amendments of such Returns or pursuant to any elections or changes in Tax Returns were not prepared in accordance accounting method with clause (Iretroactive effect) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions takenthe past practice of the Company and its Subsidiaries, elections made or methods used in prior periods in filing except to the extent that such Tax Returns (including any such position, election position is required by applicable Law or a method which would have the effect of accelerating deductions to periods for which Parent is liable Taxing Authority or deferring income to periods for which Buyer is liable), mutually agreed in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- writing by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such TaxesRepresentative and Parent.

Tax Returns. (ia) Parent ONEOK shall timely file prepare (or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Dateprepared) and (y) to the extent not described in clause (x), timely file all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns Authority with respect to taxable years or periods the Entities for all Tax Periods ending on or before the Closing Date or that relate and shall pay all Taxes (in excess of any applicable accruals therefor included within the calculation of Final Closing Working Capital) due with respect to any Straddle Period (I) except as otherwise required by law, such Tax Returns. Northern Border shall timely pay all Taxes due with respect to such Tax Returns to the extent of any applicable accruals included within the calculation of Final Closing Working Capital. ONEOK shall be filed in a manner consistent provide Northern Border with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing drafts of such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 at least 10 days prior to the due date for filing such Tax Returns (ortaking into account extensions) for Northern Border's review and comment; provided that in the case of a Tax Return which is a Consolidated Return, ONEOK shall only be required to provide the portions of such Consolidated Return relating solely to the income, gain, loss and deduction of the Entities. The final form of any such Tax Return required to be provided to Northern Border (and the portion of any such Consolidated Return relating solely to the Entities), pursuant to the preceding sentence, shall be subject to Northern Border's prior written consent, which shall not be unreasonably withheld; provided that Northern Border shall not withhold consent to the filing of any such Tax Return if such due date Tax Return (or in the case of a Consolidated Return the portion thereof relating to the Entities) is within 45 days following prepared in a manner consistent with Section 10.4(c) of this Agreement and the treatment of any items that are not covered by past practice would not have an adverse effect on the Taxes of the Entities for any period beginning on or after the Closing Date or the portion of any Straddle Period (as defined below) that is Northern Border's responsibility. In the case of any Tax Return required to be filed by ONEOK pursuant to this Section 10.4(a) after the Closing Date, as promptly as practicable following Northern Border shall arrange for the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if signing of such Tax Returns were not prepared or shall provide ONEOK with such powers or attorney or other authorization, in each case as may be necessary to effect such filings in accordance with clause (I) of this sentence. With respect to applicable Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such TaxesLaw.

Tax Returns. (i) Parent shall timely file The Seller will prepare and file, or cause to be ----------- timely prepared and filed, all income Tax Returns of or including the Company relating to a Pre-Closing Tax Period that are filed when on a consolidated, combined or unitary Tax group basis (each, a “Group Income Tax Return”) the due date of which (taking into account valid extensions of time to file) is after the Closing Date and shall pay all extensions properly obtained) Taxes owed with respect thereto. The Seller will prepare and file, or cause to be prepared and filed, all income Tax Returns (x) all other than Group Income Tax Returns required Returns) of the Company relating to be filed by or with respect to each Company for taxable years or periods a Tax period ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any each, a “Seller Prepared Return”) the due date of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due which (taking into account all valid extensions properly obtainedof time to file) all other Tax Returns with respect to taxable years or periods ending on or before is after the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, Date. The Seller will prepare all such Tax Seller Prepared Returns shall be filed in a manner consistent with past custom and practice of the Seller and no position shall be takenthe Company, election made or method adopted that is inconsistent with positions takenunless otherwise required by Applicable Law, elections made or methods used in prior periods in filing such Tax Returns (including and will furnish a copy of any such positionSeller Prepared Returns, election or method which would have together with all supporting documentation and workpapers, to the effect Buyer within a reasonable period of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days time prior to filing for the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for Buyer’s review and approval by Parent, (which approval may shall not be unreasonably withheld, but may in conditioned or delayed). Buyer will prepare all cases be withheld if such Tax Returns were not prepared in accordance with clause (Iother than Group Income Tax Returns and Seller Prepared Returns) of this sentence. With or with respect to the Company for all Pre-Closing Tax Returns Periods and all Straddle Periods that are required to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date orin a manner consistent with past custom and practice of the Seller and the Company, with respect to unless otherwise required by Applicable Law, and will furnish a copy of any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Tax Returns that report any Taxes for which Parent or Buyer, respectively, is liable pursuant Seller may be obligated to Section 8.2(a) but which are payable with any Tax Return indemnify under Article 10 hereof to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request Seller within a reasonable period of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days time prior to filing for the due date for paying such TaxesSeller’s review and approval (which approval shall not be unreasonably withheld, conditioned or delayed).

Tax Returns. (a) HD Supply shall prepare or shall cause to be prepared (i) Parent shall timely file any combined, consolidated or cause to be ----------- timely filed when due unitary Tax Return that includes Sellers or any of their Affiliates (taking into account all extensions properly obtainedother than the Purchased Companies or their Subsidiaries), on the one hand, and any of the Purchased Companies or their respective Subsidiaries, on the other hand (a “Combined Tax Return”), and (ii) any Tax Return (xother than any Combined Tax Return) all Income Tax Returns that is required to be filed by or with respect to each Company any of the Purchased Companies or any of their Subsidiaries for any taxable years or periods ending period that ends on or before the Closing Date (including all Income a “Pre-Closing Separate Tax Return” and, together with the Combined Tax Returns, the “Seller Tax Returns”). All such Seller Tax Returns required shall be prepared in a manner consistent with past practices of HD Supply, its Affiliates and the Purchased Companies and their respective Subsidiaries, except to the extent that HD Supply or the Purchased Companies determine, with the written advice of independent Tax counsel (to be filed with delivered to Buyer), that there is not at least “substantial authority,” within the meaning of Section 6662(d)(2)(B)(i) of the Code, for a particular position. With respect to any the Seller Tax Returns, HD Supply (1) shall deliver to Buyer for its review and comment a draft copy of the Companies that for purposes of the relevant Income each such Seller Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or at least forty-five (45) calendar days prior to the Closing Datedue date thereof (taking into account any extensions), together with reasonable supporting documentation, provided, that, in the case of any Combined Tax Return, HD Supply shall, in lieu of delivering a draft copy of the Combined Tax Return, deliver to Buyer a pro forma Tax Return for the applicable Purchased Company for the relevant taxable period, (2) shall (and (yshall cause its Affiliates to) cooperate with Buyer, as the case may be, and its representatives, accountants and advisors to the extent reasonably required in connection with the review of each such Tax Return, (3) shall in good faith consider revising each such Seller Tax Return to reflect any comments that are reasonably requested by Buyer and that are received from Buyer not described in clause later than twenty-five (x25) days before the due date thereof (taking into account any extensions), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer (4) shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other any such Seller Tax Returns with respect Return that is required to taxable years or periods ending be filed on or before the Closing Date or that relate to (taking into account any Straddle Period (I) except as otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liableextensions) and (II5) such shall deliver, or cause to be delivered, to Buyer all Pre-Closing Separate Tax Returns shall that are required to be submitted to Parent not later than 30 filed after the Closing Date at least fifteen (15) days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Datetaking into account any extensions) for review and approval by Parent, which approval may not Buyer shall timely file or cause to be unreasonably withheld, but may in all cases be withheld if timely filed such Tax Returns were not prepared in accordance with clause (I) of this sentenceReturns. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- Buyer shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take amend or revoke any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Pre-Closing Separate Tax Returns (including or any such position, notification or election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liablerelating thereto), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party than pursuant to this Section 8.2(b6.3(a), without the prior written consent of HD Supply. Buyer shall promptly provide (or cause to be provided) upon to HD Supply any information reasonably requested by HD Supply to facilitate the written request preparation and filing of -------------- any Tax Returns described in this Section 6.3(a) and Buyer shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by HD Supply. If, within twenty five (25) days following Buyer’s receipt of a Seller Tax Return, Buyer notifies HD Supply of any objection to any item on such Tax Return, the party entitled parties shall endeavor in good faith to paymentresolve such objection. If, setting forth after consulting in detail good faith, the computation of parties are unable to resolve such objection in a mutually agreeable manner within ten (10) days, such objection(s) shall be resolved by the amount owed by Parent or BuyerIndependent Accounting Firm in accordance with substantially identical procedures, and having substantially identical effect, as set forth with respect to the case may be, but resolution of disputes in Section 2.10 no event earlier later than 10 business five (5) days prior to the due date for paying filing such TaxesTax Return.

Tax Returns. (a) (i) Seller Parent and Seller shall be responsible for the timely file or cause to be ----------- timely filed when due filing (taking into account any extensions received from the relevant tax authorities) of all extensions properly obtained) (x) all Income Tax Returns required by Law (A) to be filed by the Company or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending its Subsidiaries on or prior to the Closing Date) and , or (yB) to include the extent not described Company and its Subsidiaries in clause a consolidated, combined or unitary Tax Return filed by Seller Parent, Seller or any Affiliate (x), all other than any Tax Returns required to be filed Indemnitee) with respect to any of the Companies and due on taxable period ending prior to or before including the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due ; (taking into account all extensions properly obtained) all other Tax Returns with respect to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (IIii) such Tax Returns shall be submitted to Parent not later than 30 days prior true, correct and complete in all material respects; and (iii) to the extent any Taxes indicated as due date for filing and payable on such Tax Returns constitute Pre-Closing Period Taxes or are the responsibility of the Seller Parent and Seller pursuant to this Agreement, such Taxes shall be paid or will be paid by the Seller Parent and Seller as and when required by Law. Unless a different treatment of any item is required by an intervening change in applicable Law, (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Datex) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not shall be prepared in accordance on a basis consistent with clause those prepared for prior taxable periods on the Closing Date and (Iy) of this sentence. With respect to no Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to pre-Closing period Taxes shall be amended if such amendment could adversely affect the Purchasing Parties or the Company or any of their respective Subsidiaries in any taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning period ending after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxes.

Tax Returns. (i) Parent New Pubco shall prepare and timely file file, or shall cause to be ----------- prepared and timely filed when due (taking into account filed, all extensions properly obtained) (x) all Income Tax Returns for Blocker and the Company and its Subsidiaries required to be filed by or with respect to each Company for taxable years or periods ending on or before after the Closing Date (including and shall make all Income Tax Returns payments required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns; provided that, notwithstanding anything in this Agreement to the contrary, Blocker GP may, at its election, prepare and Buyer shall timely file (or cause Blocker to be timely filed when due (taking into account all extensions properly obtainedfile) all other any information Tax Returns with respect to taxable years any distributions or periods ending on or before payments to the owners of Blocker prior to Closing. With respect to any Tax Returns of the Company and its Subsidiaries that are due after the Closing Date with respect to a Pre-Closing Tax Period or that relate to any a Straddle Period that are of the type used to report the income, loss, gain, deduction and other Tax attributes from the operation of a partnership or other pass-through entity and that are of the type that could reflect items of income, loss, gain, deduction or other Tax attributes required to be included on a Tax Return of a Seller (Iwhether or not such items are actually reflected thereon) (a “Pass-Through Tax Return”), (w) such Pass-Through Tax Returns shall be prepared consistent with past practice, except as otherwise required by lawapplicable Law, (x) New Pubco shall submit such Tax Returns Return to the Seller Representative no later than thirty (30) days prior to filing any such Pass-Through Tax Return for its review, (y) New Pubco shall make any changes to such Pass-Through Tax Return reasonably requested by the Seller Representative and (z) no such Pass-Through Tax Return shall be filed in a manner consistent with past practice and no position without the prior written consent of the Seller Representative (which consent shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause delayed or conditioned). Notwithstanding the foregoing, the Company (I) and any Subsidiary of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method the Company that is inconsistent with positions taken, elections made a partnership for U.S. federal (or methods used other applicable) tax purposes) shall have in prior periods in filing Tax Returns effect an election under Section 754 of the Code (including and any such position, similar election under state or a method local law) for the taxable period which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after includes the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxes.

Tax Returns. (ia) Parent SU shall timely file prepare or cause to be ----------- timely filed when due (taking into account prepared all extensions properly obtained) (x) all Income Tax Returns which are required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date under applicable Law (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending i) on or prior to the Closing DateDate and relate to GS LLC, the Subject NTX Operations or the NTX Assets, (ii) after the Closing Date and relate to GS LLC, the Subject NTX Operations or the NTX Assets for any Pre-Closing Tax Period, and (yiii) after the Closing Date and relate to the extent not Subject STX Operations or the STX Assets for any Straddle Period. In the case of any Tax Return described in clause (xi), all such Tax Returns Return shall be prepared in a manner that is consistent with past practices employed by SU except to the extent a change is required by Law. In the case of any Tax Return described in clause (ii), (x) such Tax Return shall be prepared in a manner that is consistent with past practices employed by SU except to be filed with respect to any of the Companies and due on or before the Closing Dateextent a change is required by Law, and in each case Parent (y) SU shall remit, or cause to be remitted, any Taxes due in respect provide a copy of such Tax Returns, Return to SDTS for review and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns with respect to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent comment not later less than 30 20 days prior to the due date for filing such Tax Returns Return (or, if taking into account any applicable extensions) and shall reflect on such due date is Tax Return any reasonable comments provided by SDTS within 45 10 days following SDTS’s receipt of such Tax Return from SU, and (z) SU shall pay to the Closing Dateapplicable Taxing Authority an amount equal to any Taxes shown as due on such Tax Return for which SU is responsible under Section 9.01(a) (or reimburse SDTS if SDTS made such payment, as promptly as practicable following which reimbursement to SDTS shall be made within 10 days after the Closing Datefiling of such Tax Return). In the case of any Tax Return described in clause (iii), (x) such Tax Return shall be prepared in a manner that is consistent with past practices employed by SDTS except to the extent a change is required by Law, (y) SU shall provide a copy of such Tax Return to SDTS for review and approval by Parent, which approval may comment not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier less than 10 business 20 days prior to the due date for paying such TaxesTax Return (taking into account any applicable extensions) and shall reflect on such Tax Return any reasonable comments provided by SDTS within 10 days following SDTS’s receipt of such Tax Return from SU, and (z) SU shall pay to the applicable Taxing Authority the amount of Taxes reflected on such Tax Return and SDTS shall reimburse SU for an amount equal to any Taxes shown as due on such Tax Return for which SDTS is responsible under Section 9.01(b), which reimbursement to SU shall be made within 10 days after the filing of such Tax Return.

Tax Returns. (ia) Purchaser shall cause the Company and its Subsidiaries to consent to join, for all Pre-Closing Periods of the Company and its Subsidiaries for which the Company and its Subsidiaries are eligible to do so, in any consolidated or combined federal, state or local Tax Returns of Parent, Seller or their Affiliates. Seller and Parent shall timely file will prepare and file, or cause to be ----------- timely filed when due (taking into account prepared and filed, all extensions properly obtained) (x) all Income of the Tax Returns required to be filed by or with respect to each for the Company and its Subsidiaries for all taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent they have not described in clause (xalready done so). Seller and Parent will pay to the applicable Tax Authority, all or cause the payment to the applicable Tax Returns required to be filed with respect to Authority of, any of the Companies Taxes shown as due thereon. Seller and due on or before the Closing Date, and in each case Parent shall remitwill prepare, or cause to be remittedprepared, such Tax Returns using the accounting methods and other practices that are consistent with those used by the Company and its Subsidiaries in their prior Tax Returns except as otherwise required by Law. Items to be taken into account in any Taxes Tax Return for the short taxable period ending on the Closing Date will be determined under the “closing-the-books” method as described in Treasury Regulation Section 1.1502-76(b)(2)(i) (or any similar provision of state, provincial, local or foreign Law). Seller and Parent will deliver, or cause to be delivered, a draft of each of the Tax Returns for any of the Company or its Subsidiaries (or portion thereof, solely as it relates to the Company or its Subsidiaries) that require the signature of an officer or employee of Purchaser (or one of Purchaser’s Affiliates) to Purchaser not less than thirty (30) calendar days prior to the due in respect of date (as may be extended) for filing such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns Purchaser will provide Seller with respect to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) except as otherwise required by lawits comments on, and proposed changes to, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in not later than fifteen (15) calendar days prior periods in filing to such due date. If any aspect of such Tax Returns remains in dispute within ten (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable10) and (II) such Tax Returns shall be submitted to Parent not later than 30 calendar days prior to the due date for filing such Tax Returns (orReturns, if the matter in dispute will be submitted to a mutually acceptable, nationally-recognized firm of certified public accountants for resolution. The decision of such due date is within 45 days following accounting firm will be final and binding on the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practiceparties, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation fees and expenses of the amount owed accounting firm will be paid one-half by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such TaxesPurchaser and ICF and one-half by Seller and Parent.

Tax Returns. (i) Parent Securityholders’ Representative shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns that are required to be filed by or with respect to each the Company for taxable years or periods ending (i) Pre-Closing Tax Periods and (ii) for the Pre-Closing Straddle Period, relating to Taxes based on or before measured by income, receipts or profits earned during the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing DateStraddle Period, and in each case Parent Securityholders’ Representative shall remit, remit or cause to be remitted, remitted any Taxes due in respect of such Tax Returns, and Buyer . Parent shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to taxable years the Company, and Parent shall remit or periods ending on or before cause to be remitted any Taxes due in respect of such Tax Returns. Securityholders shall reimburse Parent for the Taxes for which Securityholders are liable pursuant to this Article VI but which are remitted in respect of any Tax Return to be filed by Parent pursuant to this Section 6.3 upon the written request of Parent setting forth in reasonable detail the computation of the amount owed by Securityholders, but in no event earlier than twenty (20) days prior to the due date for paying such Taxes. Disputes regarding such calculation shall be settled in the same manner as disputes regarding the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such Statement in 2.16(c)(iii). All Tax Returns which Securityholders’ Representative is required to file or cause to be filed in accordance with this Section 6.3 shall be (a) prepared and filed in a manner consistent with past practice and 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 in filing such Tax Returns (including any such positionincluding, election but not limited to, positions, elections or method methods which would have the effect of accelerating deferring income to taxable years or periods for which Parent is liable ending after the Closing Date or deferring accelerating deductions to periods for which Buyer is liable) Pre-Closing Tax Periods), and (IIb) such Tax Returns shall be submitted in draft form to Parent not later than 30 at least twenty (20) days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns Return (including any such position, election or a method which would have applicable extensions) for Parent’s review and comment. Securityholders’ Representative shall revise the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any applicable Tax Return to be filed -------------- by the other party pursuant address any comments of Parent that reflect changes to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior conform to the due date for paying such Taxesabove requirements.

Tax Returns. (i) Parent Seller shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns that are required to be filed by or with respect to each the Subject Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, timely pay any Taxes due in respect of such Tax Returns; provided, however, that unless, at Purchaser's option, Seller and Buyer shall timely file or cause to be timely filed when due Purchaser make an election under Section 338(h)(10) of the Code, (taking into account all extensions properly obtainedi) all other Tax Returns with respect to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than at least 30 days prior to the due date for filing any such Tax Return (taking into account any applicable extensions), Seller shall furnish Purchaser with a completed copy of any such Tax Returns for Purchaser's review and comment and (orii) no such Tax Returns shall be filed with any taxing authority without Purchaser's prior written consent, if such consent not to be unreasonably withheld. Any such Tax Return described in the preceding sentence shall be prepared on a basis consistent with the past practices of the Subject Company and in a manner that does not distort taxable income (e.g., by deferring income or accelerating deductions). Purchaser shall file or cause to be filed when due date is within 45 days following all Tax Returns that are required to be filed by or with respect to the Subject Company for taxable years or periods including but not ending on the Closing Date; provided, as promptly as practicable following however, that to the Closing Dateextent Seller is liable in all or part for the Taxes shown on such Tax Returns, (i) at least 30 days prior to the due date for filing any such Tax Return (taking into account any applicable extensions), Purchaser shall furnish Seller with a completed copy of any such Tax Returns for Seller's review and approval by Parentcomment and (ii) no such Tax Returns shall be filed with any taxing authority without Seller's prior written consent, which approval may such consent not to be unreasonably withheld, but may in all cases be withheld if . Any such Tax Return described in the preceding sentence shall be prepared on a basis consistent with the past practices of the Subject Company and in a manner that does not distort taxable income (e.g., by deferring income or accelerating deductions). Purchaser shall file or cause to be filed when due all Tax Returns were not prepared that are required to be filed by or with respect to the Subject Company for taxable years or periods ending after the Closing Date and shall remit any Taxes due in accordance respect of such Tax Returns. Seller shall pay to Purchaser the Taxes for which Seller is liable pursuant to Section 5.4(a) but which are payable with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable Purchaser pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business previous sentence within ten days prior to the due date for paying the filing of such TaxesTax Returns. All Tax Returns including the Closing Date shall be filed on the basis that the relevant taxable period ended on and included the Closing Date, unless the relevant taxing authority will not accept a Tax Return filed on such a basis.

Tax Returns. (a) Parent shall prepare (in the case of Tax Returns described in clause (ii) below, in a manner consistent with past practice (except as otherwise required by applicable Law)) and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Parent shall timely file Group or cause to be ----------- timely filed when due of a consolidated, combined or unitary group that includes any member of the Parent Group (taking into account all extensions properly obtainedor any Combined Tax Return) and (xii) all Income any Tax Returns Return (other than any Combined Tax Return) required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any member of the Companies that Education Group for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for any taxable years or periods period ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, pay (or cause to be remitted, paid) any Taxes due in respect of such Tax Returns, Returns described in clauses (i) and Buyer (ii). Parent shall timely file or cause deliver to be timely filed when Purchaser a copy of any Tax Return described in clause (ii) above that is due after the Closing Date no later than twenty (20) days prior to the due date thereof (taking into account all extensions properly obtainedany extensions). Purchaser shall provide any comments to Parent within ten (10) all other days of receipt of any such Tax Returns with respect to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period Return described in clause (Iii) except as otherwise required by lawabove, such comments being limited to ensuring that such Tax Returns shall be filed Return is prepared in a manner consistent with past practice and no position shall be taken, election made or method adopted that is (except as otherwise required by applicable Law). If Purchaser disputes any item on such Tax Return as being prepared in a manner inconsistent with positions takenpast practice (except as otherwise required by applicable Law), elections made it shall notify Parent of such disputed item (or methods used items) and the basis for its objection. The parties shall act in prior periods in filing such Tax Returns (including good faith to resolve any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days dispute prior to the due date for filing the relevant Tax Return (taking into account extensions). If the parties cannot resolve any such disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to Parent and Purchaser in accordance with the terms of this Agreement. The fees and expenses of such accounting firm shall be borne equally by Parent and Purchaser. Purchaser shall not amend or revoke any Tax Returns Return described in this Section 7.5(a) (or, if such due date is within 45 days following or any notification or election relating thereto) without the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, prior written consent of Parent (which approval may consent shall not be unreasonably withheld, but may in all cases conditioned or delayed). Purchaser shall promptly provide (or cause to be withheld if such provided) to Parent any information reasonably requested by Parent to facilitate the preparation and filing of any Tax Returns were not prepared described in accordance with clause this Section 7.5(a) and Purchaser shall use commercially reasonable efforts to prepare (I) of this sentence. With respect to Tax Returns or cause to be filed by Parent under this Section 8.2(b)(i), except where required by law, prepared) such Tax Returns ----------------- shall not be filed by Parent information in a manner inconsistent and on a timeline reasonably requested by Parent, which information and timeline shall be reasonably consistent with the past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation practice of the amount owed by Parent or Buyer, as relevant member of the case may be, but in no event earlier than 10 business days prior to the due date for paying such TaxesEducation Group.

Tax Returns. (i) Parent Newpark shall timely file file, or cause to be ----------- timely filed filed, when due (taking into account all extensions properly obtained) (x) all Income Tax Returns that are required to be filed by or with respect to each Company for the Transferred Entities for taxable years or periods ending on or before the Closing Date (including Effective Time, and Purchaser shall file, or cause to be filed, when due all Income Tax Returns that are required to be filed with respect to any of by or for the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case Transferred Entities for taxable years or periods ending on or prior to after the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to Effective Time. If Newpark could be filed liable for any Taxes with respect to any of Tax Return filed by Purchaser, Purchaser shall (i) cause such Tax Return to be prepared on a basis which is consistent with the Companies and due on or before the Closing Date, Transferred Entities’ Tax Returns previously filed and in each case Parent shall remitaccordance with past practices unless otherwise required (rather than permitted) by the Code and/or Treasury Regulations at such time, or cause to be remitted, any Taxes due in respect (ii) deliver a copy of such Tax Returns, and Buyer shall timely file or cause Return along with accompanying work papers to be timely filed when due Newpark not less than thirty (taking into account all extensions properly obtained30) all other Tax Returns with respect to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date (as extended, if applicable) for the filing of such Tax Returns Return (orthe “Due Date”), if such due date is within 45 days following (iii) if, at any time prior to the Closing Due Date, as promptly as practicable following Newpark notifies Purchaser that Newpark objects to any item reflected on such Tax Return which item may affect Newpark’s liability for Taxes, Purchaser shall, prior to the Closing Due Date) for review , make any and approval all changes to such item or items reasonably requested by Parent, which approval may Newpark and Purchaser shall not file any such Tax Return until it has made such reasonable changes and received Newpark’s agreement thereto (not to be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance ). If Purchaser has fully complied with clause (Ithis Section 7.1(e) of this sentence. With with respect to a Tax Returns Return to be filed by Parent under this Section 8.2(b)(i)Purchaser, except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer Newpark shall pay the other party for Purchaser the Taxes for which Parent or Buyer, respectively, Newpark is liable pursuant to Section 8.2(a7.1(a) but which are payable with any such Tax Return within five (5) Business Days (x) prior to be filed -------------- by the other party Due Date for the filing of such Tax Returns or (y) after the date that Purchaser has provided Newpark with the revised Tax Return referred to in clause (iii) of the previous sentence, whichever is later. If Purchaser fails to satisfy any of its obligations pursuant to this Section 8.2(b7.1(e) upon the written request of -------------- the party entitled with respect to paymentany Tax Return, setting forth Newpark shall, in detail the computation of the amount owed by Parent or Buyeraddition to any other remedies available to Newpark, as the case may be, but in have no event earlier than 10 business days prior obligation to the due date indemnify Purchaser for paying any Taxes reflected on such TaxesTax Return.

Tax Returns. (ia) Parent Stockholders' Agent shall timely prepare and file or cause to be ----------- timely prepared and filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns that are required to be filed by or with respect to each Company Target for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent Stockholders' Agent shall remit, remit or cause to be remitted, remitted any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns with respect to taxable years or periods ending on or before . To the Closing Date or that relate to any Straddle Period (I) except as otherwise required extent allowed by law, all such Tax Returns shall be filed prepared in a manner consistent with past practice and no position practice. Stockholders' Agent shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing provide a copy of all such Tax Returns to Acquiror at least thirty (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable30) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is required to be filed within 45 forty-five (45) days following after the Closing Date, as promptly soon as practicable possible following the Closing Date) for Date and sufficiently in advance of filing that the Acquiror shall have a reasonable opportunity to review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if comment on such Tax Returns). To the extent that any positions taken on such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect could reasonably be expected to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, affect Acquiror or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, Surviving Corporation with respect to any Straddle Period, the portion of such Straddle Period beginning Tax period after the Closing Date, Acquiror shall have the right to approve (which approval shall not be unreasonably withheld or delayed) such Tax Returns. Parent or Buyer shall pay the other party for the Taxes for which Parent or BuyerFor this purpose, respectively, is liable Acquiror's withholding of approval of a Tax Return based upon Stockholders' Agent's failure to adopt in such Tax Return an alternative reporting position suggested to Stockholder's Agent in writing by Acquiror pursuant to Section 8.2(a) but which are payable with any the procedure described herein shall be deemed reasonable if the reporting position proposed by the Acquiror on such Tax Return is "more likely than not" to prevail as defined in Treas. Reg. Section 1.6662-4(d)(2) (it being understood that such "more likely than not" standard shall be filed -------------- by applied whether or not the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxesunderlying Tax Return is an income Tax Return).

Tax Returns. (i) Parent shall timely file or cause Subject to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (xthis Section 7.5(a)(i), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remitCompany will prepare, or cause to be remitted, any Taxes due in respect of such Tax Returnsprepared, and Buyer shall timely file file, or cause to be timely filed when due (taking into account filed, all extensions properly obtained) all other Flow-Through Tax Returns with respect that relate in whole or in part to taxable years or periods ending on or before a Pre-Closing Tax Period (including the pre-Closing portion of any Straddle Period) and that are due after the Closing Date or that relate (the “Pre-Closing Flow-Through Tax Returns”). Each Pre-Closing Flow-Through Tax Return will be prepared in accordance with applicable Law and Section 7.5(i) and 7.5(j), and, to any the extent not inconsistent with applicable Law and Section 7.5(i) and 7.5(j), in accordance with the past procedures and practices of the Company. For the avoidance of doubt, in connection with the preparation of a Pre-Closing Flow-Through Tax Return for a Straddle Period, the income and other items from such Tax Return shall be allocated as between the portion of the Straddle Period ending on the Closing Date and the portion beginning after the Closing Date based on the closing of the books method provided in Section 706 of the Code and the Treasury regulations thereunder (Ior any corresponding provision of state or local Law). The Company will provide each Pre-Closing Flow-Through Tax Return to the Holder Representative and the Acquiror for review and comment at least thirty (30) except as otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 sixty (60) days following the Closing Date, as promptly as practicable following the Closing Date). The Company shall make any changes directed by the Holder Representative that are more likely than not to be upheld under applicable Law prior to filing such Tax Returns, and will not cause any such Tax Returns (as revised to reflect the comments of the Holder Representative, if any) for review and approval by Parentto be filed without the consent of Acquiror, which approval may consent will not be unreasonably withheld, but may conditioned or delayed. The out-of-pocket fees payable to Xxxxxxxx, LLP in all cases be withheld if such connection with the preparation of the Pre-Closing Flow-Through Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to shall be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- borne by the other party pursuant to this Section 8.2(b) upon Escrow Participants and paid first from the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such TaxesHolder Representative Expense Fund.

Tax Returns. AT&T shall prepare (ior cause to be prepared) Parent shall in the ordinary course of business and consistent with past practice (unless otherwise required by Law) to the extent they relate to the Company and timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns that are required to be filed by or with respect to each the Company for taxable years or periods ending on or before the Closing Date and shall pay when due any Taxes due in respect of such Tax Returns. The Company shall prepare (including or cause to be prepared) and file or cause to be filed when due all Income Tax Returns that are required to be filed by or with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case Company for taxable years or periods ending on or prior to after the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, remit any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns and, with respect to Tax Returns that are required to be filed by or with respect to the Company for Straddle Periods ("STRADDLE RETURNS"), such Straddle Returns shall be prepared in the ordinary course of business and consistent with past practice (unless otherwise required by a Law). The Company shall permit AT&T to review and comment on each Straddle Return, and shall make such revisions to such Tax Returns as are reasonably requested by AT&T. AT&T shall permit the Company to review and comment on each Tax Return filed by MediaOne of Colorado (or caused to be filed by Media One of Colorado) after the date hereof for taxable years or periods ending on or before the Closing Date or that pursuant to this Section 14.1(f) to the extent they relate to any Straddle Period (I) except the Company. The Company or AT&T, as otherwise required by lawapplicable, such shall pay to the other as agent an amount equal to the Taxes for which the payor is liable pursuant to Section 14.1 but which are payable with Tax Returns shall to be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have by the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 payee at least 10 days prior to the due date for the filing of such Tax Returns (or, if such due date is within 45 days following Returns. In the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such case of any Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members Return with respect to taxable years which the Company or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, AT&T (as the case may be) is permitted to review and comment pursuant to this Section 14.1(f), but in no the event earlier than 10 business the parties cannot agree on any Tax item covered in any such Tax Return, the parties shall negotiate in good faith to resolve such dispute. In the event the parties cannot reach agreement regarding such dispute within ten (10) days prior of the date on which one party notifies the other of its disagreement, such dispute shall be resolved by submitting the same to the due date for paying such Taxesa national accounting firm that does not have a material relationship with either party.

Tax Returns. (i) Parent Seller shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (xA) all Income Tax Returns required to be filed by or by, with respect to each Company or that include a Taxpayer for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods Taxpayers ending on or prior to the Closing Date) Date and (yB) to the extent not described in clause (x), all other Tax Returns that are required to be filed by or with respect to any of the Companies and due Taxpayers on or before prior to the Closing Date. In each case, and in each case Parent Seller shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns. To the extent such Tax Returns relate to the Taxpayers, Seller shall file such Tax Returns in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns, except as otherwise required by applicable law, in each case to the extent failing to do so would reasonably be expected to result in an increase in the taxable income of any Taxpayer in a Post-Closing Tax Period or Straddle Period or an increase in the Taxes payable by a Taxpayer in a Post-Closing Tax Period or Straddle Period. With respect to any Income Tax Return that is not consolidated, combined or unitary Income Tax Return of any Tax Group to be filed by Seller after the Closing Date pursuant to the first sentence of this Section 8.1(b)(i), Seller shall submit such Tax Returns to Buyer prior to the due date for filing such Tax Returns (determined by taking into account all applicable extensions) for review by Buyer. Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by, with respect to taxable years or periods ending on or before the Closing Date to, or that relate include a Taxpayer. With respect to Tax Returns to be filed by Buyer pursuant to the preceding sentence for any Pre-Closing Tax Period or Straddle Period (I) except as otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent Seller is liable or deferring deductions to periods for which Buyer is liable) and ), in each case, except as otherwise required by applicable Law, (II) all such Income Tax Returns shall be submitted to Parent Seller not later than 30 thirty (30) days prior to the due date for filing such Tax Returns (determined by taking into account all applicable extensions) or, if such due date is within 45 forty-five (45) days following the Closing Date, as promptly as practicable following the Closing Date, for review and comment by Seller, (III) to the extent practicable, all such non-Income Tax Returns shall be submitted to Seller prior to the due date for filing such Tax Returns (taking into account all applicable extensions) for review and approval comment by ParentSeller and (IV) in the case of clauses (II) and (III), which approval may not be unreasonably withheld, but may in all cases be withheld if Buyer shall make such revisions to such Tax Returns were not prepared as are reasonably requested in accordance with clause writing by Seller within a reasonable period of time prior to the due date (Iexcluding any applicable extensions) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, for filing such Tax Returns ----------------- shall not be filed by Parent Returns. Except to the extent such Taxes are taken into account in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect computation of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date orWorking Capital or are otherwise Excluded Taxes, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer Seller shall pay the other party for the Taxes for which Parent or Buyer, respectively, Seller is liable pursuant to Section 8.2(a8.1(a) but which are payable with any Tax Return to be filed -------------- by the other party Buyer pursuant to this Section 8.2(b) 8.1(b), upon the written request of -------------- the party entitled to paymentBuyer, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may beSeller, but in no event earlier than 10 ten (10) business days prior to the due date for paying such Taxes, without regard to the aggregate indemnification limitations set forth in Section 11.2.

Tax Returns. (i) Parent Seller shall timely file or have the right to elect to cause to be ----------- timely filed when due (taking into account prepared all extensions properly obtained) (x) all Income Tax Returns required to be filed by of the Company or with respect to each Company any of the Subsidiaries for taxable years or all Tax periods ending on or before the Closing Date (including all Income “Pre-Closing Tax Returns required Returns”), by providing prior notice to be filed with respect to any Purchaser and the Company at least two months before the due date of the Companies that for purposes of the relevant Income such a Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (xincluding extensions), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns with respect to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such . Such Tax Returns shall be filed prepared in a manner consistent with past practice and practice, provided that (i) no position election to waive a carryback of net operating losses under Section 172(b)(3) of the Code shall be takenmade, election (ii) the Company and its Subsidiaries shall elect under Revenue Procedure 2011-29, 2011-18 IRB to treat 70% of any success-based fees (including any amounts paid to Citigroup Global Markets, Inc.) as amounts that did not facilitate the transactions described in this Agreement and therefore treat 70% of such costs as deductible on the Pre-Closing Tax Returns, and (iii) the Company shall deduct on its Pre-Closing Tax Returns any compensatory payments made or method adopted in connection with the transactions contemplated by this Agreement and any deductible expenses incurred in connection with the transactions contemplated by this Agreement, in either case that is inconsistent with positions takenare economically borne by Seller, elections made or methods used in prior periods in to the extent permitted by Applicable Law. If Seller has elected to prepare such Tax Returns, Seller shall provide Purchaser drafts of the Pre-Closing Tax Returns at least thirty (30) days before the filing of such Tax Returns for Purchaser’s review and approval (such approval not to be unreasonably withheld, conditioned or delayed). If Seller has not elected to prepare such Tax Returns, Purchaser shall prepare such Tax Returns consistent with past practice and the provisions of this Section 5.9(b), and shall provide such Tax Returns to Seller for its review and approval at least thirty (30) days before filing (such approval not to be unreasonably withheld, conditioned or delayed). In the event of a dispute with respect to such Tax Returns, such dispute will be referred to and resolved by the Neutral Arbitrator. The determination of the Neutral Arbitrator shall be binding on the Parties. All fees and expenses relating to the work performed by the Neutral Arbitrator shall be borne by the Party that loses the dispute. Purchaser shall cause all Pre-Closing Tax Returns to be timely filed, provided that if Seller has elected to prepare a Pre-Closing Tax Return but does not provide a draft of such Tax Return to Purchaser at least thirty (30) days before the due date of such Tax Return (including any such positionextensions then in effect), election or method which would have the effect of accelerating income Purchaser shall be entitled to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) prepare and (II) file such Tax Returns Return without Seller’s approval (but otherwise in accordance with this Section 5.9(b)(i)). Seller shall be submitted pay the amount of any Taxes shown as due on each Pre-Closing Tax Return prepared in accordance with this Section 5.9(b)(i), less any amount of Tax liabilities taken into account in the Closing Working Capital Amount that is included in the Tax liability shown as due on such Pre-Closing Tax Return, to Parent not the relevant Taxing Authority or to Purchaser no later than 30 five (5) days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Pre-Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such TaxesReturn.

Tax Returns. (a) CSX hereby represents and warrants to the Vectura Parties that, except as set forth in Schedule 7.1(a) and except as would not have a material adverse effect on ACL, (i) Parent shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by (taking into account extensions) on or with respect to each Company before the Closing Date for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed by, or with respect to any activities of, or property owned by, ACL or its Subsidiaries, have been or will be filed in accordance with all applicable laws and are true, correct and complete as filed, and all Taxes shown as due on such Returns have been or will be timely paid, (ii) all Taxes required to be withheld by ACL or its Subsidiaries have been withheld, and such withheld Taxes have either been duly and timely paid to the proper Government Authorities or set aside in accounts for such purpose if not yet due, (iii) no Returns filed by ACL or any of its Subsidiaries are currently under audit by any Taxing Authority or are the Companies subject of any judicial or administrative proceeding, and no Taxing Authority has given notice in writing that it will commence any such audit, (iv) no Taxing Authority is now asserting against ACL or any of its Subsidiaries any deficiency or claim for purposes Taxes or any adjustment of Taxes, (v) other than any Tax sharing agreement between CSX, on the relevant Income Tax Return is a disregarded entity one hand, and ACL or a partnershipTransferred ACL Subsidiary, on the other hand, neither ACL nor any of its Subsidiaries is subject to or bound by any Tax sharing agreement, and since 1984, neither ACL nor any of its Subsidiaries has ever been a member of a consolidated group, other than one for which CSX was the common parent, (vi) neither ACL nor any of its Subsidiaries has waived any statute of limitations with respect to any Tax or agreed to any extension of time for filing any Return which has not been filed, and neither ACL nor any of its Subsidiaries has consented to extend to a date later than the date hereof the period in each case which any Tax may be assessed or collected by any Taxing Authority, (vii) there are no liens for taxable years or periods ending on or prior to the Closing Date) and Taxes (y) to the extent not other than ACL Permitted Encumbrances (other than such encumbrances described in clause (xiii) of the definition of ACL Permitted Encumbrances), all Tax Returns required to be filed with respect to ) upon any of the Companies and due on assets of ACL or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns with respect to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxes.its Subsidiaries and

Tax Returns. (i) Parent Prior to the Closing, the Company shall prepare and timely file file, or shall cause to be ----------- prepared and timely filed, all Tax Returns in respect of the Company Group that are required to be filed when due (taking into account all extensions properly obtainedany extension) (x) all Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent the Company shall remitpay, or cause to be remittedpaid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Company Group, except as required by Law. At least fifteen (15) Business Days prior to filing any Taxes due in respect such Tax Return, the Company shall submit a copy of such Tax ReturnsReturn to Parent for Parent’s review, comment and Buyer approval, which approval shall not be unreasonably withheld, conditioned or delayed. Parent shall prepare or cause to be prepared and timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns with respect to taxable years or periods ending on or before of the Company for any Pre-Closing Date or that relate to Tax Period and any Straddle Period (I) except as otherwise required by law, such Tax Returns shall be that are filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent shall permit the Representative to review each such Tax Return at least fifteen (15) Business Days prior to filing. The Representative shall be entitled to comment on such Tax Returns and reasonably request revisions, subject to the consent of Parent, which consent shall not be unreasonably withheld, conditioned or Buyer delayed. Each Company Stockholder shall pay to Parent such Company Stockholder’s Pro Rata Share of the other party for the amount of Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with shown as due on any such Tax Return to be filed -------------- by the other party pursuant extent allocable to this Section 8.2(b) upon the written request of -------------- Pre-Closing Tax Period (in each case determined under the party entitled to payment, setting principles set forth in detail the computation definition of the amount owed by Parent or BuyerIndemnified Taxes), as the case may be, but in no event earlier than 10 business days prior except to the due date for paying extent such TaxesTaxes were expressly included in the calculation of Debt.

Tax Returns. (ia) Parent shall timely file or Sellers will be responsible for and will cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), prepared all Tax Returns required for members of the Company Group and will cause to be prepared and/or filed with respect to all consolidated, combined or unitary Tax Returns that include any of the Companies and due such member for all taxable periods beginning on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns with respect to taxable years or periods ending if the matters reflected on or before the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such Tax Returns could affect any Tax liability of the Sellers, their direct or indirect owners, or their Affiliates for any period. All Tax Returns that are to be prepared and/or filed by Sellers pursuant to this paragraph shall be filed prepared in a manner consistent with past practice practices and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent the Buyers not later than 30 days prior to the due date (as extended, if applicable) for filing of such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent). If the Buyers, which approval may not be unreasonably withheld, but may in all cases be withheld if within 15 days after delivery of any such Tax Returns were not prepared Return, notify Sellers that they object to any item in accordance with clause such Tax Return, the parties shall attempt in good faith to resolve the dispute and, if they are unable to do so, any disputed item shall be resolved (Iwithin a reasonable time, taking into account the deadline for filing such Tax Return) by a nationally recognized Independent Accounting Firm chosen by both the Buyers and Sellers. Upon resolution of all disputed items, the relevant Tax Return shall be filed on that basis by the Buyers or the Sellers, as applicable. The costs, fees and expenses of the Independent Accounting Firm shall be borne equally by Buyers on the one hand and Sellers on the other. For the avoidance of doubt, nothing in this sentence. With respect Section 8.4(a) shall require Sellers to deliver to Buyers, or permit Buyers to review or approve, any income or franchise Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, of Sellers (or their direct or indirect owners) on which the operations of a Company Group member that is a disregarded entity for such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that purposes is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxesincluded.

Tax Returns. No federal income tax return shall be filed on behalf of any trust created hereby unless either (i) Parent the Trustee or the Servicer shall timely file receive an Opinion of Counsel based on a change in applicable law occurring after the date hereof that the Internal Revenue Code requires such a filing or (ii) the Internal Revenue Service shall determine that such a filing is required or (iii) such a filing is required by order of a court of competent jurisdiction. In the event that such tax returns are required to filed on behalf of a trust created hereby, the Servicer shall on behalf of the Issuer prepare or to cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns prepared any tax returns required to be filed by such trust, shall sign the same as preparer (or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required shall cause it to be filed signed by the preparer thereof), and shall remit such returns to the Trustee for signature at least five days before such returns are due to be filed; the Trustee shall promptly sign such returns (unless the Trustee shall have determined, based upon advice of counsel, that it is appropriate and in conformity with respect to any applicable tax law that such return be signed by the Issuer as depositor of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnershipsuch trust, in each which case for taxable years or periods ending on or prior such return shall be signed by the Issuer) and deliver such returns after signature to the Closing Date) Servicer and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns with respect to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such Tax Returns returns shall be filed by the Servicer. Any such taxes shall be owed by the Issuer and shall be paid out of the Issuer's funds. The Trustee, the Paying Agent and the Transfer Agent and Registrar, upon request, will each furnish the Servicer with all such information known to such Person as may be reasonably required in connection with the preparation of all tax returns of such trust, and the Trustee shall, upon request of the Servicer (and after preparation and execution by the applicable preparer of such returns), execute such returns (unless the Trustee shall have determined, based upon advice of counsel, that it is appropriate and in conformity with applicable tax law that such return be signed by the Issuer as depositor of such trust, in which case such return shall be signed by the Issuer). In no event shall the Trustee, any Servicer or the Issuer be liable for any liabilities, costs or expenses of such trust or the Noteholders arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any other tax imposed on or measured by income (or any interest penalty or addition with respect thereto or arising from a manner failure to comply therewith). Neither the Trustee, the Servicer nor the Issuer shall make any election to treat the such trust arrangement created by this Indenture as a corporation or an association taxable as a corporation for United States Federal income tax purposes and each shall treat the Notes for such purposes consistent with past practice the intent and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting agreement set forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such TaxesSection 2.05(s).

Tax Returns. (i) Parent shall timely Except as provided in Section 5.7(f) with respect to Transfer Taxes, Sellers will prepare or cause to be prepared and file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income corporate income Tax Returns required to be filed by or with respect to each of the Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed and Subsidiaries with respect to any Pre-Closing Period (the “Pre-Closing Period Returns”) due after the Closing Date. Upon completion of such Tax Returns for the Companies Company that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or pertain to periods ending on or prior to the Closing Date) and (y) , Sellers shall pay to Buyers any Tax payments due on such returns except to the extent not described such Taxes were accrued before Closing or otherwise taken into account in clause (x), all Tax Returns required to be filed with respect to any of determining the Companies and due on or before the Closing DatePurchase Price, and in each case Parent Buyer shall remit, then remit or cause to be remitted, any remitted all Taxes due in respect of such Tax ReturnsReturns payable after the Closing Date. The Sellers shall permit the Buyer to review and comment on each such Tax Returns described in the preceding sentence for a period of up to ten (10) days prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Buyer. The Pre-Closing Period Returns prepared and filed by Sellers will be prepared and filed in a manner that is consistent with the prior practice of the Company and Subsidiaries (including prior Tax elections and accounting methods or conventions made or utilized by the Company and Subsidiaries), except as required by Law. Buyer will prepare or cause to be prepared and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns with respect to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (IReturns of the Company and Subsidiaries. Buyer will prepare and file the Straddle Period Returns that it is required to file pursuant to this Section 5.7(b)(i) except as otherwise required by law, such Tax Returns shall be filed in a manner that is consistent with past the prior practice of the Company and no position shall be taken, election Subsidiaries (including prior Tax elections and accounting methods or conventions made or method adopted utilized by the Company and Subsidiaries), except as required by Law. Buyer will deliver all material Straddle Period Returns that it is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income required to periods file pursuant to this Section 5.7(b)(i) to Sellers for which Parent is liable or deferring deductions to periods for which Buyer is liable) review and (II) such Tax Returns shall be submitted to Parent not later than 30 comment at least 20 days prior to the due date (including valid extensions) for filing such Tax Returns (orexcept where such 20-day period is not practical, if such due date is within 45 in which case as soon as practical). Within 10 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if of receiving a draft of such Tax Returns were Return (except where such 10-day period is not prepared practical, in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(iwhich case as soon as practical), except where required Sellers may provide written comments to Buyer. The Parties will attempt to resolve any dispute through direct good-faith negotiation subject to the dispute resolution procedures of Section 5.7(g). In no event will the provision of comments by law, Sellers prevent Buyer from timely filing any such Tax Returns ----------------- shall Return; provided, however, that in the event that the Accounting Firm has not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take yet resolved any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in such Tax Dispute prior periods in to the deadline for filing such Tax Returns Return (including any extensions), Buyer will be entitled to file such positionTax Return (or amendment) as prepared by Buyer subject to amendment to reflect the resolution when rendered by the Accounting Firm. Unamortized debt financing costs, election change of control bonus payments and any other amounts payable by or a method which would have on behalf of the effect Company or Subsidiaries in connection with the transactions contemplated by this Agreement (in each case, if and solely to the extent that such costs, payments or other amounts are paid prior to the Closing Date or included in the calculation of accelerating Final Closing Date Tangible Net Assets or included as Closing Date Seller Transaction Expenses for purposes of the calculation of the Final Closing Cash Payment), to the extent permitted by applicable Law to be deducted for income Tax purposes on Straddle Period Returns or Pre-Closing Period Returns, will be reported on such returns as income Tax deductions to periods of Sellers for which Parent is liable the Tax year (or deferring portion thereof) that ends on or includes the Closing Date and will not be reported on any other income to periods for which Tax Return of Buyer is liable)or the Company or Subsidiaries, in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxesextent permitted by applicable Law.

Tax Returns. (i) Parent The Company shall prepare and timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending Company due on or prior to the Closing Date) Date in accordance with existing procedures and (y) practices and accounting methods of the Company as in effect of the date hereof, unless otherwise required by applicable law. The Parent shall cause the Company to the extent not described in clause (x), prepare and timely file all Tax Returns required to be filed with respect to any of the Companies and Company due after the Closing Date in respect of taxable periods, or portions thereof, ending on or before the Closing Date, in accordance with existing procedures and practices and accounting methods of the Company as in each case effect as of the date hereof, unless required by applicable law. At least thirty (30) days prior to filing any such Tax Return, Parent shall remitprovide a copy of each Tax Return to the Holder Representative for review, comment and consent to filing (which shall not be unreasonably withheld, conditioned, or cause delayed). Parent shall incorporate all reasonable comments provided by the Holder Representative prior to be remitted, any Taxes due in respect of filing each such Tax ReturnsReturn; provided, that any such comments (i) are consistent with the past practices of the Company in filing its Tax Returns (if applicable) and (ii) are not inconsistent with applicable Tax Law. Unless required by applicable Tax Law, Parent shall not, and Buyer shall timely not allow the Company, to amend, modify or file or cause to be timely filed when due (taking into account all extensions properly obtained) all other any Tax Returns Return with respect to a taxable years period, or periods portion thereof, ending on or before the Closing Date or that relate to take any Straddle Period (I) except as otherwise required by law, action in respect of such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing such Tax Returns (or, Matters if such due date is within 45 days following amendment, filing, action, modification would result in the Closing Date, as promptly as practicable following Holders incurring a payment obligation pursuant to Section 7.2 hereof without the Closing Date) for review and approval by Parent, prior written permission of the Holder Representative (which approval may shall not be unreasonably withheld, but may in all cases conditioned or delayed); provided, that it shall be withheld reasonable to withhold such permission if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i)amendment, except where required by lawmodification, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, filing or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so action would result in material adverse Tax consequences an increased cost to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date orHolders, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxes7.2.

Tax Returns. (i) Parent The Selling Stockholders shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods of the Companies ending on or prior to the Closing Date (including, for the avoidance of doubt, the federal income Tax Returns filed for the consolidated group of which Xxxxx Corning is the common parent for the tax period that includes the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent the Selling Stockholders shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and each Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to taxable years the Companies, and each Buyer shall remit, or periods ending on or before cause to be remitted, any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed pursuant to the Closing Date or that relate to any Straddle Period preceding sentence (I) except as otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is the Selling Stockholders are liable or deferring deductions to periods for which Buyer is the Buyers are liable) and (II) in the case of Tax Returns to be completed by the Buyers, such Tax Returns shall be submitted to Parent the Selling Stockholders not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parentthe Selling Stockholders, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, The Selling Stockholders or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer Buyers shall pay the other party for the Taxes for which Parent the Selling Stockholders or Buyerthe Buyers, respectively, is are liable pursuant to Section 8.2(a8.1(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b8.1(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent the Selling Stockholders or Buyerthe Buyers, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxes, without regard to the aggregate indemnification limitations set forth in Section 11.1(a) and Section 11.2(a).

Tax Returns. (ia) Parent shall prepare and timely file file, or cause to be ----------- prepared and timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x)filed, all Tax Returns required to be filed by the Company and PTC after the Closing Date with respect to a Pre-Closing Tax Period and for any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of Straddle Period. Any such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns with respect to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such Tax Returns Return shall be filed prepared in a manner consistent with past practice and no position shall be taken(unless otherwise required by Law) and, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted by Parent to Parent not later than 30 Shareholder Representative (together with schedules, statements and, to the extent requested by Shareholder Representative, supporting documentation) at least forty-five (45) days prior to the due date for filing (including extensions) of such Tax Returns Return. If Shareholder Representative objects to any item on any such Tax Return that relates to a Pre-Closing Tax Period, it shall, within fifteen (or15) days after delivery of such Tax Return, if notify Parent in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Parent and Shareholder Representative shall negotiate in good faith and use their commercially reasonable efforts to resolve such items. If Parent and Shareholder Representative are unable to reach such agreement within ten (10) days after receipt by Parent of such notice, the disputed items shall be resolved by the Independent Accountant and any determination by the Independent Accountant shall be final and binding on Parent, Company, PTC, Shareholder Representative and each Shareholder. The Independent Accountant shall resolve any disputed items within twenty (20) days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Return, the Tax Returns to Return shall be filed as prepared by Parent under this Section 8.2(b)(i)and then amended to reflect the Independent Accountant’s resolution. The costs, except where required by law, such Tax Returns ----------------- fees and expenses of the Independent Accountant shall not be filed borne equally by Parent in and Shareholder Representative. The preparation and filing of any Tax Return of the Company or PTC that does not relate to a manner inconsistent with past practice, and Pre-Closing Tax Period or Straddle Period shall be exclusively within the control of Parent. Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns be entitled to deduct from the Indemnification Escrow Funds (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, i) Taxes due with respect to any such Tax Return that relate to Pre-Closing Tax Periods and (ii) Taxes due with respect to any such Tax Return that relate to Straddle Period, Periods that are attributable under Section 6.04 to the portion of such Straddle Period beginning after ending on the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior only to the extent such Taxes due date for paying such Taxeswere not taken into account as liabilities in computing the Closing Net Working Capital.

Tax Returns. (a) CSX hereby represents and warrants to the Vectura Parties that, except as set forth in Schedule 7.1(a) and except as would not have a material adverse effect on ACL, (i) Parent shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by (taking into account extensions) on or with respect to each Company before the Closing Date for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed by, or with respect to any activities of, or property owned by, ACL or its Subsidiaries, have been or will be filed in accordance with all applicable laws and are true, correct and complete as filed, and all Taxes shown as due on such Returns have been or will be timely paid, (ii) all Taxes required to be withheld by ACL or its Subsidiaries have been withheld, and such withheld Taxes have either been duly and timely paid to the proper Government Authorities or set aside in accounts for such purpose if not yet due, (iii) no Returns filed by ACL or any of its Subsidiaries are currently under audit by any Taxing Authority or are the Companies subject of any judicial or administrative proceeding, and no Taxing Authority has given notice in writing that it will commence any such audit, (iv) no Taxing Authority is now asserting against ACL or any of its Subsidiaries any deficiency or claim for purposes Taxes or any adjustment of Taxes, (v) other than any Tax sharing agreement between CSX, on the relevant Income Tax Return is a disregarded entity one hand, and ACL or a partnershipTransferred ACL Subsidiary, on the other hand, neither ACL nor any of its Subsidiaries is subject to or bound by any Tax sharing agreement, and since 1984, neither ACL nor any of its Subsidiaries has ever been a member of a consolidated group, other than one for which CSX was the common parent, (vi) neither ACL nor any of its Subsidiaries has waived any statute of limitations with respect to any Tax or agreed to any extension of time for filing any Return which has not been filed, and neither ACL nor any of its Subsidiaries has consented to extend to a date later than the date hereof the period in each case which any Tax may be assessed or collected by any Taxing Authority, (vii) there are no liens for taxable years or periods ending on or prior to the Closing Date) and Taxes (y) to the extent not other than ACL Permitted Encumbrances (other than such encumbrances described in clause (xiii) of the definition of ACL Permitted Encumbrances), all Tax Returns required to be filed with respect to ) upon any of the Companies and due on assets of ACL or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns with respect to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) its Subsidiaries and (IIviii) such Tax Returns shall be submitted to Parent not later than 30 days prior to no Transferred Foreign ACL Subsidiary has been a "United States real property holding corporation" within the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (Imeaning of Section 897(c)(2) of this sentence. With respect to Tax Returns to be filed by Parent under this the Code during the applicable period specified in Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a897(c)(1)(A)(ii) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such TaxesCode.

Tax Returns. (ia) Parent Subsidiaries (other than LLCs). Sellers shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns that are required to be filed by or with respect to each Company Subsidiary (other than any LLC) for taxable years or periods ending on or before the Closing Date (including all Income in the case of Tax Returns required to be filed by or with respect to any of the Companies that for purposes of the relevant Income Tax Return is such Subsidiary on a disregarded entity combined, consolidated or a partnership, in each case for taxable years unitary basis with either Seller or periods ending on any Affiliate thereof other than solely any Subsidiary) or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing DateDate (with respect to other Tax Returns), and in each case Parent Sellers shall remit, remit or cause to be remitted, remitted any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed by Sellers pursuant to the preceding sentence, such Tax Returns shall be prepared by Sellers in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns unless Sellers are advised in writing by their tax advisor that there is no reasonable basis under relevant Tax law to take such position, election or method. Buyer shall prepare and, except as provided below, timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to each Subsidiary (other than any LLC) and, except as provided below, Buyer shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed by Buyer pursuant to the preceding sentence that relate to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (Iw) except as otherwise required by law, such Tax Returns shall be filed prepared by Buyer in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such positionincluding, election or method without limitation, positions which would have the effect of accelerating income to periods for which Parent is Sellers are liable or deferring deductions to periods for which Buyer is liable) and unless Buyer is advised in writing by its tax advisor that there is no reasonable basis under relevant Tax law to take such position, election or method, (IIx) such Tax Returns shall be submitted to Parent Sellers not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by ParentSellers, which approval may not be unreasonably withheld, but may in all cases be withheld if (y) Buyer shall make any changes to such Tax Returns were not prepared as Sellers shall request in accordance with clause its sole discretion and (Iz) of this sentence. With respect to Tax Returns to be filed upon final approval by Parent under this Section 8.2(b)(i)Sellers, except where required by law, Sellers shall file such Tax Returns ----------------- and shall not remit or cause to be filed by Parent remitted any Taxes due in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such TaxesReturns.

Tax Returns. (ia) Parent shall timely file or file, and shall otherwise use commercially reasonable efforts to cause to be ----------- timely filed filed, when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to any Target Entity for Pre-Closing Taxable Periods (x) all Income but only with respect to Tax Returns required to be filed by or with respect to each Company for taxable years any such entity on a combined, consolidated or periods ending unitary basis with Parent or any Retained Affiliate thereof and not Tax Returns required to be filed separately by such entity) or due on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all other Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Datewhere Parent controls such actions), and in each case Parent shall remit, remit or cause to be remitted, remitted any Taxes due in respect of such Tax Returns, and Buyer . Acquiror shall timely file or (where Acquiror controls such actions), and shall otherwise use commercially reasonable efforts to cause to be timely filed filed, when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to taxable years each Target Entity and Acquiror shall remit or periods ending on or before cause to be remitted any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed by Acquiror pursuant to the Closing Date or immediately preceding sentence that relate to any Pre-Closing Taxable Periods or Straddle Period Periods, (Ix) except as otherwise required by law, such Tax Returns shall be prepared and filed (A) unless otherwise required by applicable Law, or as a result of a determination by a “Big Four” accounting firm engaged by Acquiror that such position is not supported at a “more likely than not” level of comfort (in which case Acquiror shall provide Parent, together with the delivery of such Tax Return in accordance with clause (y) or (z), as applicable, with written explanation from such accounting firm (which shall include the authority and basis for such determination)), in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods 45 in filing such Tax Returns (including any such position, election or method positions which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer Acquiror is liableliable but other than, to the extent not already in effect, an election under Section 754 of the Code) and (IIB) where relevant, giving effect to the purchase and sale transaction contemplated in this Agreement as of immediately before the beginning of the Closing Date for purposes of Section 706 of the Code and Treasury Regulations thereunder (and applicable state and local income Tax Law), (y) Acquiror shall furnish, or cause to be furnished, an estimated IRS Schedule K-1, and applicable estimated state and local apportionment information, by July 15 after the end of the relevant taxable year for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (x) of this sentence, and a final K-1 and final state and local apportionment information (in each case as approved by Parent) by September 1 after the end of the relevant taxable year, and (z) any other Tax Returns not described in clause (y) of this sentence shall be submitted to Parent not later than 30 ninety (90) days prior to the due date for filing such Tax Returns (or, if such due date is within 45 ninety (90) days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (Ix) of this sentence. With respect to any Tax Returns to be filed by Parent under this Section 8.2(b)(i)described in clause (y) or (z) of the foregoing sentence, except where required by lawAcquiror further agrees that it shall use good faith in considering and incorporating, such Tax Returns ----------------- shall not be filed by as is reasonable, comments received from Parent in a manner inconsistent with past practice, and Parent shall not take respect of any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing item which might affect the Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes liabilities for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to of its Affiliates may be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxesliable.

Tax Returns. (ia) Following the Closing, Parent shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remitprepare, or cause to be remitted, any Taxes due in respect of such Tax Returnsprepared, and Buyer shall timely file or cause to be timely filed when due (taking into account filed, all extensions properly obtained) all other Tax Returns with respect that are required to taxable years or periods ending on or before be filed for the Closing Date or Acquired Companies (other than the Professional Corporations) that relate to (or include) any Straddle Pre-Closing Tax Period (I) except as otherwise required by law, and that are due after the Closing Date. Any such Tax Returns shall be filed prepared in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with all positions taken, methods used, and elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns for the Acquired Companies (including other than the Professional Corporations) to the extent consistent with applicable law and before filing any such positionTax Return, election or Parent shall provide Holders’ Representative with a method which would have copy of such Tax Return for review and comment at least twenty (20) Business Days prior to the last date for timely filing such Tax Return (giving effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Datevalid extensions thereof). Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(aAt least ten (10) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days Business Days prior to the due date for paying the filing of any Tax Return provided to Holders’ Representative pursuant to this Section 7.9, the Holders’ Representative shall notify Parent of the existence of any objection or any comment the Holders’ Representative may have to any items set forth on such Taxesdraft Tax Return, and if, after consulting in good faith, Parent and the Holders’ Representative are unable to resolve such objection(s), such objection(s) shall be referred to the Accounting Firm for resolution in accordance with the procedures set forth in Section 7.9. If the Accounting Firm is unable to make a determination with respect to any disputed item before five (5) Business Days prior to the due date for the filing of the Tax Return in question, then (i) Parent may file such Tax Return reflecting Parent’s position with respect to any disputed item and (ii) if the Accounting Firm subsequently determines that such Tax Return should be amended, Parent shall file an amended Tax Return reflecting the Accounting Firm’s determination. The fees and expenses of the Accounting Firm shall be paid in the manner prescribed in Section 7.9. Notwithstanding anything to the contrary in this Agreement (including Article 9), the Holders and the Holders’ Representative shall have no liability under this Agreement (including via the Escrow Agreement) with respect to (and Parent shall pay or cause to be paid) (x) any Taxes that were taken into account in the calculation of Net Working Capital as used in the Final Purchase Price, (y) Taxes incurred as a result of actions outside the ordinary course taken after the Closing or (z) Taxes incurred in any period that is not a Pre-Closing Tax Period. Following the Closing, neither Parent nor any Acquired Company (other than the Professional Corporations) shall amend any Tax Return to the extent that such Tax Return relates to any Pre-Closing Tax Period without the prior written consent of the Holders’ Representative (which will not be unreasonably withheld, conditioned or delayed). Parent shall, if the Holders’ Representative requests and at the expense of the Holders’ Representative, cause the relevant entity to file for and obtain any refunds or credits to which the Holders may be entitled under Section 7.9(b). Parent shall control (at the expense of the Holders’ Representative) the prosecution and content of any such refund or credit claim, but shall keep the Holders’ Representative fully apprised of the status of such refund or credit claim and allow Holders’ Representative to participate in the assertion of any such claim.

Tax Returns. (i) Parent Aon shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of and the relevant Income Tax Return is a disregarded entity or a partnership, in each case Subsidiaries for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent Aon shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to taxable years the Companies and the Subsidiaries, and Buyer shall remit, or periods ending on or before cause to be remitted, any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed pursuant to the Closing Date preceding sentence by Aon or that relate are required to any be filed by Buyer and include a Straddle Period (I) except as otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent Aon is liable or deferring deductions to periods for which Buyer is liable) except as otherwise required by applicable Requirements of Law, and (II) the party filing such Tax Returns shall be submitted submit such Tax Returns (or in the case of a Tax Return filed on a consolidated basis, pro forma Tax Returns for each of the Companies and Subsidiaries that is part of such consolidated group) to Parent the other party not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parentsuch other party, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With ; provided, however, that comments from Buyer with respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- Aon shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions limited to periods those matters for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Periodpositions taken by Aon could adversely affect the Buyer, the portion of such Straddle Period beginning Companies or the Subsidiaries after the Closing Date. Parent The reviewing party shall provide comments on such Tax Returns no later than 15 days prior to the due date of such Tax Returns. If a proposed change is disputed by the party filing such Tax Return, then Aon and Buyer shall negotiate in good faith to resolve such dispute. If, after a period of 5 days following the date on which the reviewing party gives the filing notice of any such proposed change, any such proposed change still remains disputed, then Buyer and Aon shall together choose an Accounting Firm to resolve any remaining disputes. The Accounting Firm shall act as an arbitrator to determine, based solely on presentations by Buyer and Aon, and not by independent review, only those issues still in dispute with respect to such Tax Return. The decision of the Accounting Firm shall be final and binding. All of the fees and expenses of the Accounting Firm shall be equally paid by Buyer, on the one hand, and Aon, on the other hand. Aon or Buyer shall pay the other party for the Taxes for which Parent Aon or Buyer, respectively, is liable pursuant to Section 8.2(a8.1(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b8.1(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent Aon or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxes, unless there is a dispute with respect to such Tax Return in which case such payment shall be made no later than 5 days after the date on which the Accounting Firm provides its decision to the parties.

Tax Returns. (i) Parent A. The Seller Representative shall timely file prepare or cause to be ----------- timely prepared consistent with past practice, unless the applicable previously filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity was materially inaccurate based on applicable Law or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Dateas otherwise expressly contemplated by this Agreement, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Pass-Through Income Tax Returns and net income Tax Returns that are required to be filed by or with respect to the Company for any taxable years period that ends on or periods prior to the Closing Date (collectively, the “Seller Returns” and each, a “Seller Return”); provided, with respect to any Seller Return or Pre-Closing Tax Period, the Seller Representative shall be permitted to request that the Company make any available election to elect out of any composite or similar Tax filing or payment regime, provided further that the Company properly withholds and remits any withholding Taxes from not filing any composite or similar Tax filing or payment regime. No later than twenty-five (25) days before the due date (as permissibly extended) for filing an applicable Seller Return, the Seller Representative will deliver a copy of such Seller Return, along with supporting workpapers, to Purchaser for its review and reasonable comment. Purchaser shall have ten (10) days from the date that the Seller Representative delivers such Tax Return to Purchaser to review and provide a written statement setting forth (in reasonably sufficient detail and including all supporting workpapers) any reasonable comments it may have to such Tax Return. To the extent Purchaser and the Seller Representative are not able to resolve any matters relating to a Seller Return within ten (10) days following the expiration of the applicable review period set forth above for such Tax Return, Purchaser and the Seller Representative shall submit such matter to the Accounting Firm for resolution pursuant to procedures substantially similar to those set forth in Section 2.3(d) of this Agreement; provided that (x) in resolving any such matter, the Accounting Firm shall be bound by and follow any explicit agreements forth in this Agreement (including this Section 7.4) as to the Tax reporting of any matter and (y) the expenses of the Accounting Firm shall be shared equally by Purchaser, on the one hand, and the Sellers, on the other hand. If any dispute with respect to a Seller Return is not resolved before the due date, Purchaser shall file, or caused to be filed, the Tax Return as originally prepared (but reflecting any changes to which the Seller Representative and Purchaser have agreed) and shall, as necessary, amend such Tax Returns to reflect the resolution of any remaining disputes to the extent resolved in accordance with the foregoing provisions. With respect to a Seller Return prepared in accordance with the above and filed after the Closing Date for a taxable period ending within 2020 or a taxable period ending within 2021 and on or before the Closing Date or that relate to any Straddle Period (I) except as otherwise required by lawDate, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to two (2) Business Days before the due date for filing (as permissibly extended) of such Tax Returns (orSeller Return, if Sellers shall pay to Purchaser the amount of any Taxes shown as due on such due date is within 45 days following Seller Return but only to the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if extent such Tax Returns Taxes were not prepared included in accordance the determination of Closing Working Capital, Company Indebtedness or Company Transaction Expenses or withheld or deducted pursuant to Section 3.4 and to the extent of the agreed amount shown on such Seller Returns, with clause (I) of this sentence. With respect to Tax Returns to be filed any additional payment made by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, Sellers when all disputes or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members comments with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which applicable Seller Return are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxesresolved.

Tax Returns. (i) Parent Sellers shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns that are required to be filed by or with respect to each the Company for taxable years or periods ending on or before the Closing Date and the Sellers shall remit (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, ) any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the Company for taxable years or periods ending on or before after the Closing Date and Buyer shall remit (or that relate cause to be remitted) any Straddle Period (I) except as otherwise required by law, Taxes due in respect of such Tax Returns. The Sellers or Buyer shall reimburse the other party the Taxes for which the Sellers or Buyer are liable pursuant to Section 6.2(a) but which are payable with any Tax Return to be filed by the other party pursuant to this Section 6.2(b) upon the written request of the party entitled to reimbursement setting forth in detail the computation of the amount owed by the Sellers or Buyer, as the case may be, but in no event earlier than 10 days prior to the due date for paying such Taxes without regard to the aggregate indemnification limitations set forth in Sections 7.1 and 7.2. All Tax Returns which the Sellers are required to file or cause to be filed in accordance with this Section 6.2(b) shall be prepared and filed in a manner consistent with past practice and and, on such Tax Returns, no position shall be taken, election elections 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 in filing such Tax Returns (including any such positionincluding, election but not limited to, positions, elections or method methods which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to under this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxes.Section

Tax Returns. Seller shall prepare or shall cause to be prepared (i) Parent shall timely file any combined, consolidated or cause to be ----------- timely unitary Tax Return that includes Seller or any of its Affiliates (other than the Purchased Company or its Subsidiaries), on the one hand, and the Purchased Company or its Subsidiaries, on the other hand, and including, for the avoidance of doubt, the federal consolidated Tax Return filed when due by Seller (taking into account all extensions properly obtaineda “Combined Tax Return”), and (ii) any Tax Return (xother than any Combined Tax Return) all Income Tax Returns that is required to be filed by or with respect to each the Purchased Company or any of its Subsidiaries for any taxable years or periods ending period that ends on or before the Closing Date (including all Income a “Pre-Closing Separate Tax Return”). All such Combined Tax Returns required and Pre-Closing Separate Tax Returns shall be prepared in a manner consistent with past practices of the Seller, its Affiliates and the Purchased Company and their respective Subsidiaries, except to the extent that Seller or the Purchased Company determines, with the written advice of independent Tax counsel or professional at a Tax advisory firm (to be filed with respect delivered to any Buyer), that a particular position is not “more likely than not” to be sustained by a court of the Companies competent jurisdiction if challenged by a Governmental Entity that administers Taxes. Seller shall deliver to Buyer for purposes its review and comment a draft copy of the relevant Income each such Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or at least thirty (30) calendar days prior to the Closing Datedue date thereof (taking into account any extensions), and Seller shall (and shall cause its Affiliates to) cooperate with Buyer, as the case may be, and (y) its representatives, accountants and advisors to the extent reasonably required in connection with the review of each such Tax Return. Seller shall (and shall cause its Affiliates to) consider and incorporate any reasonable comments that are requested by Buyer and that are received from Buyer not described later than fifteen (15) days before the due date thereof (taking into account any extensions) unless Seller determines in clause (x), all Tax Returns required good faith that such comments are not "more likely than not" to be filed with respect to any sustained by a court of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer competent jurisdiction if challenged by a Government Entity that administers Taxes. Seller shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other any Combined Tax Returns with respect Return and any Pre-Closing Separate Tax Return that is required to taxable years or periods ending be filed on or before the Closing Date (taking into account any extensions). Seller shall deliver, or that relate cause to any Straddle Period (I) except as otherwise required by lawbe delivered, such to Buyer all Pre-Closing Separate Tax Returns shall that are required to be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns after the Closing Date at least fifteen (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable15) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing such Tax Returns (ortaking into account any extensions) and Buyer shall timely file or cause to be timely filed such Tax Returns. Buyer shall not amend or revoke any Combined Tax Return or any Pre-Closing Separate Tax Returns (or any notification or election relating thereto), if such due date is within 45 days following other than pursuant to this Section 6.1, without the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, prior written consent of Seller (which approval may consent shall not be unreasonably withheld, but may in all cases conditioned or delayed). Buyer shall use commercially reasonable efforts to promptly provide (or cause to be withheld if such provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns were not prepared described in accordance with clause this Section 6.1 and Buyer shall use commercially reasonable efforts to prepare (I) of this sentence. With respect to Tax Returns or cause to be filed by Parent under this Section 8.2(b)(i), except where required by law, prepared) such Tax Returns ----------------- shall not be filed by Parent information in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or on a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- timeline requested by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such TaxesSeller.

Tax Returns. (i) Parent Seller shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns that are required to be filed by or with respect to each Company for taxable years or periods ending the Acquired Companies on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent Seller shall remit, remit or cause the Acquired Companies to be remitted, remit any Taxes due in respect of such Tax Returns, and . Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the Acquired Companies and Buyer shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed by Buyer pursuant to the preceding sentence that relate to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (IA) except as otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent Seller is liable or deferring deductions to periods for which Buyer is liable) ), except to the extent required by Requirements of Law and (IIB) such Tax Returns shall be submitted to Parent Seller not later than 30 thirty (30) days prior to the due date for filing such Tax Returns (or, if such due date is within 45 forty-five (45) days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by ParentSeller, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (IA) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent Seller or Buyer shall pay the other party for the Taxes for which Parent Seller or Buyer, respectively, is liable pursuant to paragraph (a) of this Section 8.2(a) 8.1 but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(bparagraph (b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent Seller or Buyer, as the case may be, but in no event earlier than 10 business days ten (10) Business Days prior to the due date for paying such Taxes.

Tax Returns. (i) Parent Following the Closing Date, the Company shall timely file prepare or shall cause to be ----------- timely filed when due prepared (taking into account all extensions properly obtainedA) any combined, consolidated or unitary Tax Return that includes Seller or any of its Affiliates (xother than the Business Subsidiaries), on the one hand, and any of the Business Subsidiaries (or any former Subsidiaries of Seller), on the other hand (a “Combined Tax Return”), and (B) all Income any Tax Returns Return (other than any Combined Tax Return) that is required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that Business Subsidiaries for purposes of the relevant Income any taxable period (a “Company Separate Tax Return is a disregarded entity or a partnershipReturn”). All Combined Tax Returns and all Company Separate Tax Returns, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) case, to the extent not described in clause (x)relating to the Seller Entities, all the Excluded Assets, the Retained Liabilities, the Retained Business and/or the Excluded Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns with respect to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such Tax Returns Liabilities shall be filed prepared in a manner consistent with past practice practices of Seller or its relevant Subsidiary, as and no position where applicable, except to the extent otherwise required by applicable Law. The Company shall be taken, election made or method adopted deliver to Seller a draft copy of each Company Separate Tax Return that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including reflects any such position, election or method which would have the effect of accelerating income to periods Taxes for which Parent Seller is liable or deferring deductions to periods for which Buyer is liableresponsible under this Agreement (a “Mixed Company Separate Tax Return”) and each Combined Tax Return at least thirty (II30) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date therefor (taking into account any extensions). The Company shall (and shall cause its Affiliates to) revise each such Combined Tax Return and Mixed Company Separate Tax Return to reflect any reasonable comments requested by Seller, provided such comments relate to Taxes for which Seller is responsible under this Agreement and are received Table of Contents from Seller not later than fifteen (15) days before the due date for such Tax Return (taking into account any extensions for filing such Tax Returns (orReturn); provided, if such due date is within 45 days following however, that the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- Company shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, required to (or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including to cause its Affiliates to) revise any such positionTax Return if such revision would or would reasonably be expected to, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would (x) result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after an increase in the Closing Date or, with respect to any Straddle Period, the portion amount of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, the Company is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party responsible pursuant to this Agreement or the Tax Liability of Purchaser or any of its Affiliates or (y) reflect a position for which there is not “substantial authority” within the meaning of Treasury Regulations Section 8.2(b1.6662-4(d) upon the written request of -------------- the party entitled to payment(or any similar provision or standard under any applicable state, setting forth in detail the computation of the amount owed by Parent local or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxesforeign Tax Law).

Tax Returns. (i) Parent Seller shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (xA) all Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to the Company or any of Subsidiary on a combined, consolidated or unitary basis with Seller or any Affiliate thereof (other than the Companies that for purposes of Company or any Subsidiary), (B) all income Tax Returns required to be filed with respect to the relevant Income Tax Return is a disregarded entity Company or a partnership, in each case any Subsidiary for taxable years or periods ending on or prior to the Closing Date) Date and (yC) to the extent not described in clause (x), all other Tax Returns required to be filed with respect to the Company or any of the Companies and due Subsidiary on or before prior to the Closing Date, and in each case Parent Seller shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer . Parent shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the Company and the Subsidiaries, and Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed by Parent pursuant to the preceding sentence that relate to any taxable years year or periods period ending on or before the Closing Date or that relate to any Straddle Period (Ix) except as otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent Seller is liable or deferring deductions to periods for which Buyer Parent is liable) ), except as required by Requirements of Law, and (IIy) such Tax Returns shall be submitted to Parent Seller not later than 30 thirty (30) days prior to the due date for filing such Tax Returns or as otherwise agreed in writing between the parties (or, if such due date is within 45 forty-five (45) days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by ParentSeller, which approval may shall not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentenceconditioned or delayed. With respect to Tax Returns to be filed by Seller or Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent Seller or BuyerParent, respectively, is liable pursuant to Section 8.2(a8.1(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b8.1(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent Seller or BuyerParent, as the case may be, but in no event earlier later than 10 business days ten (10) Business Days prior to the due date for paying such Taxes, without regard to the aggregate indemnification limitations set forth in Sections 10.2(a) and 10.3(a).

Tax Returns. Without limiting Purchaser’s indemnification rights pursuant to Section 11.2(b), after the Closing Date, Purchaser shall (i) Parent shall timely prepare and file (or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (xprepared and filed) all Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns with respect to taxable years or periods ending on or before Asset Taxes that are required to be filed after the Closing Date or that relate to any Tax period ending before the Effective Date (with respect to Asset Taxes) or any Straddle Period (I) except as otherwise required by law, such Tax Returns shall be filed in on a manner basis consistent with past practice and no position except to the extent otherwise required by Law; provided that Purchaser shall use its reasonable best efforts, taking into account that the due date for a Tax Return may be takencontemporaneous with the closing of a Tax period, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing to submit each such Tax Returns Return to Seller for its review and comment reasonably in advance of the due date therefor, and Purchaser shall incorporate any reasonable comments received from Seller up to five (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable5) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing therefor and timely file any such Tax Returns Return, and (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Dateii) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause pay (I) of this sentence. With respect to Tax Returns or cause to be filed by Parent under this Section 8.2(b)(i)paid) prior to delinquency, except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect all Asset Taxes relating to any Straddle Period, Tax period that ends before or includes the portion of such Straddle Period beginning Effective Date that become due after the Closing Date. Parent or Buyer shall pay In the other party for the case of any Tax Return described in clause (i) that includes Taxes for which Parent or Buyer, respectively, is liable that are allocable to Seller pursuant to Section 8.2(a) but which are payable with any 9.1(a), Purchaser shall send to Seller a statement that apportions the Taxes shown on such Tax Return between Purchaser and Seller in accordance with Section 9.1(a), and the applicable Seller Party shall promptly pay the amount shown as allocable to Seller on such statement. The Parties agree that (A) this Section 9.2 is intended to solely address the timing and manner in which certain Tax Returns are filed and the Taxes shown thereon are paid to the applicable taxing authority and (B) nothing within this Section 9.2 shall be filed -------------- interpreted as altering the manner in which Taxes are allocated and economically borne by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such TaxesParties.

Tax Returns. (a) Trimble shall prepare or shall cause to be prepared (i) Parent shall timely file any Tax Return of a member of the Xxxxxxx Group or cause to be ----------- timely filed when due of a consolidated, combined or unitary group that includes any member of the Xxxxxxx Group (taking into account all extensions properly obtainedincluding any Trimble Combined Tax Return), and (ii) any Tax Return (xother than any Trimble Combined Tax Return) all Income Tax Returns required to be filed by or with respect to each the Company Group for any taxable years or periods ending period that ends on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income such Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (xii) of this sentence, a “Pre-Closing Date Trimble Separate Tax Return”), all . Any Transaction Tax Deductions shall be included as deductions on such Tax Returns required to be filed the extent such amounts are “more likely than not” allocable and deductible with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer . The Company (or the applicable member of the Company Group) shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other any such Tax Returns with respect Returns, and Trimble shall bear any costs related to taxable years or periods ending on or before the preparing and filing such Tax Returns. Such Pre-Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such Trimble Separate Tax Returns Return shall be filed prepared in a manner consistent with past practice and of the applicable entity, except as otherwise required by applicable Tax Law or this Agreement. Except to the extent required by Law, no position Party shall amend any Pre-Closing Date Trimble Separate Tax Return (or revoke or modify any 111 election relating thereto) without the prior written consent of Trimble (not to be takenunreasonably withheld, election made conditioned or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns delayed). At least twenty (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable20) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the applicable due date for the filing of a Pre-Closing Date Trimble Separate Tax Return, Trimble shall provide AGCO a draft of such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) Return for its review and approval by Parent, which approval may (not to be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(iconditioned or delayed), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxes.

Tax Returns. (ia) Parent shall timely file or cause With respect to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by by, on behalf of, or with respect to each to, an Acquired Entity, the Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all such Tax Returns that are required to be filed on, or prior to, the Closing Date (subject to Parent’s right to review and consent to the filing of any such return pursuant to Section 4.2(17)), and the Company shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. Parent shall file, or cause to be filed, when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to taxable years an Acquired Entity; provided, that to the extent such Tax Returns relate to a tax period (or periods portion thereof) ending on or before the Closing Date, Parent shall provide such Tax Returns to the Securityholders’ Agent for review no less than 20 days prior to the due date for the timely filing of such Tax Returns, or if the due date is within 20 days of the Closing Date, as promptly as practical after the Closing Date and Parent will consider in good faith any reasonable comments made by the Securityholders’ Agent prior to the filing of such Tax Return. Any Taxes due in respect of such Tax Returns for which the Effective Time Holders are finally determined, in accordance with Section 10.5, to be liable pursuant to Section 6.1, shall be remitted to the applicable Acquired Entity or that relate to any Straddle Period (I) except Parent in accordance with Section 10.5. Except as otherwise required by applicable Tax law, such all Tax Returns that an Acquired Entity is required to file or cause to be filed in accordance with this Section 6.2(a) (other than Tax Returns filed after the Closing Date that do not relate to a tax period (or portion thereof) ending on or before the Closing Date) shall be prepared and filed in a manner consistent with past practice and 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 in filing such Tax Returns (including any such positionpositions, election elections or method which methods that would have the effect of accelerating deferring gain or income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning ending after the Closing Date or, with respect or accelerating credits or deductions to any Straddle Period, the portion of such Straddle Period beginning after periods ending on or before the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxes).

Tax Returns. (i) Parent shall timely file or cause to be ----------- timely filed when (taking into account all extensions properly obtained) all Tax Returns of the Company Group that are first due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on or before after the Closing Date and that relate in whole or in part to a Pre-Closing Tax Period (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is each, a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x“Parent Prepared Return”), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, timely remit or cause to be remitted, timely remitted any Taxes due in respect of such Parent Prepared Returns. To the extent any Parent Prepared Return relates in whole or part to a Pre-Closing Tax ReturnsPeriod, and Buyer each such Parent Prepared Return shall timely file or cause to (i) be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns with respect to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such Tax Returns shall be filed prepared in a manner consistent with the past practice and no position shall be takenof the Company Group unless otherwise required by applicable Law, election made or method adopted (ii) include all Transaction Deductions on the income Tax Return of the Company for the taxable period that is inconsistent with positions takenincludes the Closing Date to the extent permitted by applicable Law, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (IIiii) be prepared in a manner consistent with the Intended Tax-Free Treatment, unless otherwise required by a final “determination” by a Governmental Authority. In the event that any item reflected on any Parent Prepared Return could reasonably be expected to increase the amount of Taxes included in Company Debt or Company Transaction Expenses or result in a claim for offset pursuant to Article VII, Parent will submit such Tax Returns shall be submitted Parent Prepared Return to Parent not later than 30 the Representative for review and comment at least twenty (20) days prior to the due date for filing such Tax Returns Parent Prepared Return (or, if such due date is within 45 sixty (60) days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- and shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take incorporate any position, make any election, or adopt any method that is inconsistent with positions taken, elections reasonable comments made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days Representative prior to the due date for paying filing such TaxesParent Prepared Return.

Tax Returns. (i) Parent Sellers shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Companies and their Subsidiaries for taxable years or periods of the Companies or their Subsidiaries, as the case may be, ending on or before the Closing Date (x) all Income in the case of Tax Returns required to be filed by or with respect to each Company the Companies or their Subsidiaries for such taxable years or periods ending on a combined, consolidated or unitary basis with any entity other than solely the Companies and their Subsidiaries) or due on or before the Closing Date (including all Income in the case of other Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (xReturns), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent Sellers shall remit, remit or cause to be remitted, remitted any Taxes due in respect of such Tax Returns, and Buyer . Purchaser shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to taxable years the Companies and their Subsidiaries and Purchaser shall remit or periods ending on or before cause to be remitted any Taxes due in respect of such Tax Returns. Sellers shall reimburse Purchaser for the Closing Date or that relate Taxes for which Sellers are liable pursuant to Section 6.3 but which are remitted in respect of any Tax Return to be filed by Purchaser pursuant to this Section 6.4 upon the written request of Purchaser setting forth in detail the computation of the amount owed by Sellers, but in no event earlier than 10 days prior to the due date for paying such Taxes. All Tax Returns for a Straddle Period (I) except as otherwise which Sellers or Purchaser is required by law, such Tax Returns to file or cause to be filed in accordance with this Section 6.4 shall be prepared and filed in a manner consistent with past practice and 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 prior periods in preparing and filing such similar Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxesperiods.

Tax Returns. (ia) Parent Seller shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) and shall remit or cause to be remitted to the relevant Tax Authority all Taxes shown as due on (xi) all Income Tax Returns that are required to be filed by or with respect to each the Acquired Companies on a combined, consolidated or unitary basis with Seller or any Affiliate thereof (other than any Acquired Company), (ii) all other income Tax Returns that are required to be filed by or with respect to any Acquired Company for taxable years or periods ending on or before the Closing Date and (including iii) all Income other Tax Returns that are required to be filed by or with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending Acquired Company (taking into account all extensions properly obtained) on or prior to the Closing DateDate (the Tax Returns described in Section 10.02(a)(i) and – (y) iii), “Seller Returns”). Seller Returns shall be filed in a manner consistent with past practice (to the extent not in compliance with applicable Law) and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in preparing and filing similar Tax Returns (unless otherwise required by applicable Law or this Agreement); provided, that this sentence shall apply to Seller Returns described in clause (x), all Tax Returns required i) only to be filed the extent prepared with respect to any an Acquired Company. Seller shall permit Buyer to review and comment on each such Seller Return described in clause (ii) or (iii) of the Companies definition thereof and due on shall not file any such Seller Return without Buyer’s consent, which shall not be unreasonably withheld or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and delayed. Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) and shall remit or cause to be remitted to the relevant Tax Authority all Taxes shown as due on all other Tax Returns that are required to be filed by or with respect to Acquired Companies after the Closing Date (“Buyer Returns”). Any Buyer Return that relates to any taxable years year or periods ending on or period beginning before the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in preparing and filing such similar Tax Returns (including unless otherwise required by applicable Law or this Agreement). Buyer shall permit Seller to review and comment on each such Buyer Return that relates to a taxable year or period beginning before the Closing Date and shall not file any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by ParentReturn without Seller’s written consent, which approval may shall not be unreasonably withheld, but may in all cases be withheld if or delayed. Seller shall remit to Buyer no later than ten (10) days before the date on which such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect Taxes are due an amount equal to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take the Taxes shown on any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods Buyer Return for which Parent Seller is liable or deferring income to periods for which Buyer is liableunder Section 10.01(a), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxes.

Tax Returns. (ia) Parent Seller shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) and shall remit or cause to be remitted to the relevant Tax Authority all Taxes shown as due on (xi) all Income Tax Returns that are required to be filed by or with respect to each the Acquired Companies on a combined, consolidated or unitary basis with Seller or any Affiliate thereof (other than any Acquired Company), (ii) all other income Tax Returns that are required to be filed by or with respect to any Acquired Company for taxable years or periods ending on or before the Closing Date and (including iii) all Income other Tax Returns that are required to be filed by or with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending Acquired Company (taking into account all extensions properly obtained) on or prior to the Closing DateDate (the Tax Returns described in Section 10.02(a)(i) and — (y) iii), “Seller Returns”). Seller Returns shall be filed in a manner consistent with past practice (to the extent not in compliance with applicable Law) and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in preparing and filing similar Tax Returns (unless otherwise required by applicable Law or this Agreement); provided, that this sentence shall apply to Seller Returns described in clause (x), all Tax Returns required i) only to be filed the extent prepared with respect to any an Acquired Company. Seller shall permit Buyer to review and comment on each such Seller Return described in clause (ii) or (iii) of the Companies definition thereof and due on shall not file any such Seller Return without Buyer’s consent, which shall not be unreasonably withheld or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and delayed. Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) and shall remit or cause to be remitted to the relevant Tax Authority all Taxes shown as due on all other Tax Returns that are required to be filed by or with respect to Acquired Companies after the Closing Date (“Buyer Returns”). Any Buyer Return that relates to any taxable years year or periods ending on or period beginning before the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in preparing and filing such similar Tax Returns (including unless otherwise required by applicable Law or this Agreement). Buyer shall permit Seller to review and comment on each such Buyer Return that relates to a taxable year or period beginning before the Closing Date and shall not file any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by ParentReturn without Seller’s written consent, which approval may shall not be unreasonably withheld, but may in all cases be withheld if or delayed. Seller shall remit to Buyer no later than ten (10) days before the date on which such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect Taxes are due an amount equal to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take the Taxes shown on any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods Buyer Return for which Parent Seller is liable or deferring income to periods for which Buyer is liableunder Section 10.01(a), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxes.

Tax Returns. (i) Parent Seller shall timely prepare or cause to be prepared and file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (xi) all Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that or the Subsidiaries for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for any taxable years or periods period ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtainedii) all other Tax Returns required to be filed by or with respect to taxable years the Companies or periods ending the Subsidiaries that are due on or before the Closing Date or that relate to (after taking into account any Straddle Period (Iextensions) except as otherwise required by law, and shall timely pay all Taxes shown due on such Tax Returns returns. All such returns shall be filed in complete and correct and shall be prepared on a manner basis consistent with the past practice and no position practices of the Companies. Seller shall be taken, election made or method adopted that is inconsistent provide Purchaser with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect a copy of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b7.15(a) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business at least twenty (20) days prior to the date of filing for Purchaser’s review and Seller will not file such Tax Return without Purchaser’s consent, which consent shall not be unreasonably withheld or delayed. Purchaser shall prepare or cause to be prepared and file or cause to be filed all other Tax Returns required to be filed by or with respect to any of the Companies or the Subsidiaries and shall timely pay all Taxes shown due on such returns (subject to Seller’s indemnification obligation with respect to such Taxes as described in Section 7.15(b) and Section 9.2(a)), provided that Purchaser shall provide Seller with a copy of any Tax Return to be filed by or with respect to any of the Companies or the Subsidiaries for any taxable period that begins before but does not end on the Closing Date at least twenty (20) days prior to the date of filing for paying such TaxesSeller’s review and consent, which consent shall not be unreasonably withheld or delayed.

Tax Returns. (i) Parent shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer Sellers shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) (x) all other income Tax Returns with respect required to be filed by the Company relating to taxable years or periods ending on or before the Closing Date or that relate are required to be filed after the Closing Date other than any Straddle Period (I) except as otherwise required by law, such Tax Return relating to income Taxes payable by the Company at the time such Tax Return is filed (with the Tax Returns required to be filed by Sellers pursuant to this clause (x) referred to herein as “Flow-Through Tax Returns”) and (y) all other Tax Returns required to be filed by the Company on or prior to the Closing Date. In each case, Sellers shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. All Tax Returns that Sellers are required to file or cause to be filed in accordance with this subparagraph (i) shall be prepared and filed in a manner consistent with past practice and 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 prior periods in preparing and filing such similar Tax Returns in prior periods. With respect to any Flow-Through Tax Return, not less than thirty (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable30) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing such Tax Returns Return, taking into account extensions (or, if such due date is within 45 thirty (30) days following the Closing Date, as promptly as practicable following the Closing Date) ), Sellers shall provide Buyer with a draft copy of such Tax Return for the Buyer’s review and approval by Parent, which approval may not be unreasonably withheld, but may comment and will consider in all cases be withheld if such Tax Returns were not prepared good faith any comments received in accordance with clause (I) writing from Buyer within a reasonable period of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days time prior to the due date for paying filing such TaxesTax Return.

Tax Returns. (i) Parent Seller shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) all Tax Returns that are (x) all Income Tax Returns required to be filed by or with respect to the Company and each Company Subsidiary for taxable years or periods ending on or before the Closing Date (including all Income in the case of income, franchise and similar Tax Returns required to be filed by or with respect to the Company or any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Subsidiary as well as Tax Returns required to be filed by or with respect to the Company or any of Subsidiary on a combined, consolidated or unitary basis with Seller or any Affiliate thereof other than solely the Companies and Company or any Subsidiary) or (y) due on or before the Closing DateDate (with respect to other Tax Returns), and in each case Parent Seller shall remit, remit or cause to be remitted, remitted any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the Company and each Subsidiary and Buyer shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed by Buyer pursuant to the preceding sentence that relate to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) except as unless otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including to the extent any such inconsistent position, election or method which would have the effect of accelerating a material amount of income to periods for which Parent Seller is liable or deferring a material amount of deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent Seller not later than 30 20 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by ParentSeller, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentenceor delayed. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent Seller or Buyer shall pay the other party for the Taxes for which Parent Seller or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon within 5 business days following the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent Seller or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxes., without regard to the aggregate indemnification limitations set forth in Section 11.1(a) and Section 11.3(a). 34 (ii) None of Buyer or any Affiliate of Buyer shall (or shall cause or permit the Company or any Subsidiary to) amend, refile or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Return to the extent such Tax Return relates to the Company or any Subsidiary with respect to any taxable year or period ending on or before the Closing Date (or with respect to any Straddle Period) without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. Seller shall notify Buyer prior to Seller or any Affiliate of Seller amending, refiling or otherwise modifying any Tax Return to the extent such Tax Return relates to the Company or any Subsidiary with respect to any taxable year or period ending on or before the Closing Date. If such amendment, refiling or other modification would have a material adverse impact on the Company or any Subsidiary for any Straddle Period or period beginning after the Closing Date, Seller (or any Affiliate of Seller) shall not effect such amendment, refiling or other modification without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed. (iii) Buyer shall promptly cause the Company and each Subsidiary to prepare and provide to Seller a package of Tax information materials, including schedules and work papers (the “Tax Package”), required by Seller to enable Seller to prepare and file all Tax Returns required to be prepared and filed by it pursuant to Section 8.2(b)(i). The Tax Package shall be completed in accordance with past practice, including past practice as to providing such information and as to the method of computation of separate taxable income or other relevant measure of income of the Company. Buyer shall cause the Tax Package to be delivered to Seller within 60 days after the Closing Date. For the avoidance of doubt, this provision shall not obligate Buyer, the Company or any Subsidiary to prepare any Tax Return Seller is required to prepare hereunder. (c)

Tax Returns. (i) Parent The Seller Representative, at its expense, shall prepare and timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) prepared and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns for any taxable period that ends on or prior to the Closing Date in respect of the Company Group and Blocker (“Pre-Closing Tax Returns”). All such Pre-Closing Tax Returns will be prepared in a manner consistent with the past practices of the Company Group and Blocker, as applicable, to the extent a past practice exists with respect to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) relevant issue, except as otherwise required by law, applicable Law. The Seller Representative shall provide a copy of each such Pre-Closing Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in Return to Purchaser at least thirty (30) days before filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 thirty (30) days following the Closing Date, as promptly as practicable following the Closing Date) for review review, comment and approval by Parent, which (such approval may not to be unreasonably withheld, but may conditioned or delayed) and shall consider in all cases be withheld if such good faith any changes that are reasonably requested by Purchaser. Purchaser shall prepare any Tax Returns were not prepared in accordance with clause of the Company Group and Blocker for a Straddle Period (I“Straddle Period Tax Returns”) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent consistent with the past practicepractices of the Company Group and Blocker, and Parent shall not take any positionas applicable, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or to the extent a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members past practice exists with respect to taxable years the relevant issue, except as otherwise required by applicable Law or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion this Agreement. Purchaser shall provide a copy of each such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to the Seller Representative at least thirty (30) days before filing for review and, to the extent relating to a Pre-Closing Tax Period, comment and approval (such approval not to be filed -------------- unreasonably withheld, conditioned or delayed) and shall consider in good faith any changes that are reasonably requested by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such TaxesSeller Representative.

Tax Returns. (i) Parent The Parties acknowledge and agree that for U.S. federal income tax purposes, the taxable year of the Company will end on the end of the day on the Closing Date and, to the extent applicable Tax laws in other jurisdictions so permit, the Parties will elect to cause the taxable year of the Company to terminate on the Closing Date. The Acquiror shall prepare or cause to be prepared and timely file or cause to be ----------- timely filed when due all Tax Returns of the Company for (taking into account all extensions properly obtained) (xi) all Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or Taxable periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when Date that are first due (taking into account all any valid extensions properly obtained) all other Tax Returns with respect to taxable years or periods ending on or before after the Closing Date or that relate to any (each, a “Pre-Closing Tax Return”) and (ii) all Straddle Period Periods (I) except as otherwise required by laweach, such a “Straddle Tax Return”). All Pre-Closing Tax Returns and Straddle Tax Returns shall be filed prepared in a manner consistent accordance with applicable Legal Requirements and this Agreement and, to the extent not otherwise required by applicable Legal Requirements or this Agreement, the past practice and no position of the Company. All Deductions shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such reported on the income Tax Returns of the Company for its taxable year that ends on the Closing Date to the maximum extent permitted by applicable Legal Requirements. Subject to Section 6.6(b)(ii), (including A) the Acquiror shall provide a draft of any such position, election Pre-Closing Tax Return or method which would have the effect of accelerating income Straddle Tax Return (other than with respect to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such any payroll Tax Returns shall be submitted or other similar routine non-income Tax Returns prepared in the ordinary course and reporting an amount of Tax due of less than $50,000) to Parent not later than 30 the Securityholders’ Representative for review and comment at least thirty (30) days prior to the due date for filing thereof (and prior to filing any such Tax Returns (orReturn); provided, however, if any such Tax Return is due date is within 45 thirty (30) days following of the Closing Date, then it shall be provided as promptly soon as reasonably practicable prior to the filing thereof, (B) the Securityholders’ Representative shall provide any comments to any such Tax Return to the Acquiror within fifteen (15) days following its receipt thereof; provided, however, if any such Tax Return is due within thirty (30) days of the Closing Date, then such comments shall be provided as soon as reasonably practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if receipt of such Tax Returns were not prepared Return, and (C) the Acquiror shall consider in good faith any reasonable comments timely made by the Securityholders’ Representative. Any Pre-Closing Taxes shown as due and payable on any Pre-Closing Tax Return or Straddle Tax Return (determined in accordance with clause (ISection 6.6(e) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning Tax Return) originally due after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable Date and filed pursuant to Section 8.2(a) but which are payable the provisions of this Article 6 shall be paid out by offsetting such Taxes against the Clawback Shares by canceling that number of Clawback Shares equal in value to the aggregate amount of such Pre-Closing Taxes, valued at the Clawback Share Price. If the Securityholders’ Representative and Acquiror cannot resolve any dispute with respect to any Pre-Closing Tax Return to or Straddle Tax Return, such dispute shall be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior referred to the due date for paying such Taxes.CPA Firm in accordance with the provisions of Section 6.6(b)(ii). 57

Tax Returns. (i) Parent Following the Closing, New DK shall timely file or cause to be ----------- timely prepared and filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by or with respect SBT and its Subsidiaries and shall cause to each Company be delivered to the SBT Sellers’ Representative for taxable years or periods ending on or before the Closing Date (including all Income review and comment a draft of any such Tax Returns required to be filed that are with respect to any of the Companies that for purposes of the relevant Income Pre-Closing Tax Return is a disregarded entity Period or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns with respect to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (Ia “Pre-Closing Tax Return”) except as otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns at least forty five (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable45) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for applicable filing such Tax Returns deadline (or, if such due date the deadline is within 45 30 days following after the Closing Date, as promptly early as is commercially reasonable prior to the filing deadline), together with a calculation of the Taxes allocable to the Pre-Closing Tax Period pursuant to Section 13.3. New DK shall in good faith implement any reasonable comments made by the SBT Sellers’ Representative, provided such comments are made in writing as soon as reasonably practicable following (and in any event within twenty (20) days of the Pre-Closing DateTax Return and calculation being provided to the SBT Sellers’ Representative), provided further that such comments either (i) for review do not increase the amount of any Seller Taxes and approval by Parentdo not have an adverse impact with respect to Taxes of New DK, which approval may SBT or their Subsidiaries or (ii) are required under applicable Law. Except as required under applicable Law, no Pre-Closing Tax Return shall filed, refiled or amended without the written consent of the SBT Sellers’ Representative (such consent not to be unreasonably withheld, but may delayed or conditioned), it being understood that notwithstanding anything else to the contrary in all cases this Agreement, no SBT Security Holder shall be withheld if such liable for indemnification with respect any Taxes arising as a result of the filing, re-filing or amending a Pre-Closing Tax Returns were Return that is not prepared and filed in accordance with clause (I) the provisions of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxes13.4.

Tax Returns. (i) Parent Buyer shall properly prepare or cause to be properly prepared, and shall timely file or cause to be ----------- timely filed when due (taking into account filed, all extensions properly obtained) (x) all Income income Tax Returns required to be filed by which include any Subsidiary or with respect to each Company their respective assets or operations for all taxable years or periods of the Subsidiaries ending on or before the Closing Date and for which the due date for filing is after the Closing Date (including all Income which income Tax Returns required shall include the Subsidiaries and the reportable items from the assets or operations of the Subsidiaries through and including the Closing Date). Such income Tax Returns (insofar as they relate to any Subsidiary) shall be prepared in a manner consistent with past practices, and Buyer shall pay or cause to be filed paid all income Taxes shown as due on such Tax Returns after application of all estimated tax payments previously made with respect thereto. Such income Tax Returns (or the portions thereof that relate to any Subsidiary) shall be provided to Seller for Seller's review and comment 30 days prior to filing, and Seller shall be entitled to suggest to Buyer any reasonable changes to such income Tax Returns. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such income Tax Returns and mutually to consent to the filing as promptly as possible of such income Tax Returns. In the event the parties are unable to resolve any dispute within fifteen days following the delivery of such income Tax Returns, the parties shall jointly request the Auditor to resolve any issue at least ten days before the due date of any such income Tax Return, in order that such Tax Return may be timely filed. In deciding the resolution of the dispute, the Auditor shall be instructed to give deference to the position advocated by Seller, provided such position is in accordance with applicable standards relating to the practice of certified public accountants generally and is not inconsistent with Seller's past practices. If the Auditor is unable to make a determination with respect to any disputed issue within five business days prior to the due date (including extensions) for the filing of the Companies that for purposes income Tax Return in question, then such income Tax Return shall be filed in the form advocated by Seller prior to such due date without such determination having been made. Notwithstanding the filing of such Tax Return, the Auditor shall make a determination with respect to any disputed issue, and an amended return shall be filed if necessary to reflect the Auditor's determination. The fees and expenses of the relevant Income Auditor shall be allocated between Buyer and Seller proportionately in accordance with the formula set forth in Section 1.3(c). Buyer shall, subsequent to the Closing Date, provide written notice to Seller of the filing of any amended income Tax Return is a disregarded entity or a partnership, in each case claim for refund with respect to any taxable years or periods period ending on or prior to the Closing Date) ; and (y) if any such filing could reasonably be expected to have a material adverse effect on the extent not described in clause (x)condition of Seller, all Tax Returns required to be filed with respect to or its respective subsidiaries, for any of the Companies and due on or before taxable period ending after the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns with respect to taxable years or periods ending on or before not make such filing without the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect consent of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by ParentSeller, which approval may consent will not be unreasonably withheld. Nothing in this Section 6.1(e)(i) shall excuse Seller from its indemnification obligations pursuant to Section 6.1(a) hereof if the amount of income Taxes as ultimately determined (on audit or otherwise), but may in all cases be withheld if for the periods covered by such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent exceeds the amount determined under this Section 8.2(b)(i6.1(e)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxes.

Tax Returns. (i) Parent shall timely file prepare or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) prepared and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns with respect to taxable years or periods of the Company and its Subsidiaries for any Taxable period ending on or before the Closing Date or and that relate to portion of any Straddle Period ending on the Closing Date (Ieach, a “Pre-Closing Tax Period”) except that are filed after the Closing Date. The Indemnifying Securityholders shall pay or cause to be paid to Parent the amount of Taxes shown as due on each such Tax Return that is attributable to a Pre-Closing Tax Period within twenty (20) days of the filing of the Tax Return reflecting such Taxes. Such Taxes shall be paid first from the Escrow Fund and thereafter from the Indemnifying Securityholders pursuant to Section 7.2(a)(iv) below. Except as otherwise required by lawapplicable Law, such Tax Returns shall be filed prepared in a manner consistent accordance with the past custom and practice of the Company in preparing its Tax Returns. Parent shall permit the Representative to review and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing comment on each such Tax Returns at least twenty (including any 20) days prior to filing and shall make such position, election or method which would have the effect of accelerating income revisions to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns as are reasonably requested by the Representative. Except as required by applicable Law, Parent shall be submitted not amend any previously-filed Tax Return of the Company or its Subsidiaries for any Pre-Closing Tax Period that would result in an increase in the Tax liability of the Company’s securityholders or that would give rise to Parent an indemnification claim pursuant to this Agreement without the written consent of the Representative, such consent not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, conditioned or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxesdelayed.

Tax Returns. (i) Parent Except as provided in Section 4.12(a), Caliper shall accurately prepare and timely file (or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (xso prepared and filed) all Income Tax Returns required to be filed by and other documentation of or with respect to each the Company for taxable years or periods ending on or before the Pre-Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing DatePeriods, and in each case Parent Taconic shall remit, accurately prepare and timely file (or cause to be remitted, any Taxes due in respect of such Tax Returns, so prepared and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtainedfiled) all other Tax Returns and other documentation of or with respect to taxable years or periods ending on or before the Company (each such Tax Return that relates to Pre-Closing Date or that relate to any Straddle Period (I) except as otherwise required by lawTaxes, such a “Pre-Closing Tax Return”). All Pre-Closing Tax Returns shall be filed prepared in a manner consistent with past prior practice and no position unless otherwise required by applicable Law. Upon Caliper’s request, Taconic shall be taken, election made or method adopted provide each Pre-Closing Tax Return that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns it prepares to Caliper at least fifteen (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable15) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing such Pre-Closing Tax Returns Return for its review and comment. All Pre-Closing Taxes relating to each Pre-Closing Tax Return (orwhether or not shown on such Pre-Closing Tax Return) shall be the responsibility of, if and a liability, subject to indemnification pursuant to Article 6, of Caliper, except that Taconic shall be responsible for and pay such due date is within 45 days following Taxes Portions of this Exhibit were omitted and have been filed separately with the Closing DateSecretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as promptly as practicable following amended. to the extent that liability for such Taxes entered into the computation of the Post-Closing DateAdjustment Payment pursuant to Section 1.6. Taconic shall be responsible for and pay all Taxes of the Company other than Pre-Closing Taxes, provided, however, (i) for review that Taconic may apply without reimbursement any and approval by Parentall Tax attributes to offset or reduce the amount of any such Taxes including without limitation, which approval may not be unreasonably withheldestimated taxes, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i)net operating losses, except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practiceprepaid amounts, and Parent shall not take any positionTax credits, make any election, whether accruing before or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to and (ii) Taconic shall not be responsible for any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to it has a claim for indemnification from Caliper under Article 6 of this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such TaxesAgreement.

Tax Returns. (i) Parent Seller shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns that are required to be filed by or with respect to each Company any of the Companies or any of their Subsidiaries for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, pay any Taxes due in respect of such Tax Returns, and . Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the Companies or any of their respective Subsidiaries for taxable years or periods ending after the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to any Tax Return required to be filed by Buyer or Seller with respect to the Company and Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 5.1(a) or (b) hereof, the filing party shall provide the other party with a copy of such completed Tax Return and a statement certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to the principles of this Section 5.1, together with appropriate supporting information and schedules, at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Tax Return (or in any event as soon as practicable) and such other party shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. Tax Returns of the Companies and their Subsidiaries not yet filed for any taxable period that begins on or before the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such Tax Returns shall be filed prepared in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent practices employed with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior respect to the due date Companies and their Subsidiaries, except (x) to the extent counsel for the filing such Tax Returns party determines there is no reasonable basis in law therefor, (ory) to the extent there would be no material adverse consequences to the non-filing party or its Affiliates, if such due date is within 45 days following or (z) in the Closing Date, as promptly as practicable following case that the Closing Date) for review and approval by Parent, filing party obtains the non- filing party's prior written consent (which approval may consent shall not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) or delayed). Payment by Buyer and Seller of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxes.amounts due

Tax Returns. (ia) Parent The Buyer shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) prepare and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remitfile, or cause to be remittedprepared and filed (and, any Taxes due in respect of such Tax Returnsif applicable, and the Buyer shall timely file or cause cooperate in filing), at the cost and expense of Omnitracs Holdings and its Subsidiaries (determined after giving effect to be timely filed when the Solera LLC Contribution, DealerSocket Contribution and other contributions contemplated by Article II hereof) all applicable Income Tax Returns of each of Omnitracs and Omnitracs Holdings for any Pre-Closing Tax Period (including any Straddle Period) that are due after the Closing Date (taking into account all extensions properly obtainedapplicable extensions) all other Tax Returns (collectively, the “Buyer Prepared Returns”). Each Buyer Prepared Return shall be prepared in a manner consistent with respect to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) applicable past practices of Omnitracs and Omnitracs Holdings except as otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which applicable Law. Each Buyer is liable) and (II) such Tax Returns Prepared Return shall be submitted to Parent not the Applicable Representative for review no later than 30 days prior to the due date for filing such Tax Returns Return (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentencetaking into account applicable extensions). With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or The Buyer shall pay consider in good faith all reasonable comments received from the other party for Applicable Representative in writing no later than the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days 5th day prior to the due date for paying filing any such TaxesTax Return (taking into account applicable extensions), and shall not file any such Tax Return without the consent of the Applicable Representative, such consent not to be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, each Income Tax Return for Omnitracs and Omnitracs Holdings for a Straddle Period (x) for which the “interim closing method” under Section 706 of the Code (or any similar provision of state, local or non-U.S. Law) is available shall be prepared in accordance with such method (with such interim closing occurring as of the Closing Date), (y) for which an election under Section 754 of the Code (or any similar provision of state, local or non-U.S. Law) may be made shall include such election (if not already in effect from a prior period, which election shall not be revoked) and (z) shall be prepared in a manner such that any and all deductions, losses, or credits of any of Omnitracs or Omnitracs Holdings resulting from, attributable to or accelerated by the payment of the transaction expenses in connection with the Transactions are reported by Omnitracs and Omnitracs Holdings and allocated to the taxable period (or portion thereof) ending on the Closing Date; provided that any such deductions, losses or credits in the foregoing clause (z) shall only be allocated to the taxable period (or portion thereof) ending on the Closing Date to the extent that the Buyer determines at a “more likely than not” (or higher level of comfort) that such items are properly allocable to such taxable period under applicable Law. In addition, to the extent permitted by applicable Law, the Buyer shall cause Omnitracs and Omnitracs Holdings to elect the safe harbor under Revenue Procedure 2011-29, 2011-18 IRB, on any applicable Buyer Prepared Return.

Tax Returns. (ia) Parent Presstek shall timely have the exclusive obligation and authority to file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax federal, state, local and foreign Returns that are required to be filed by or with respect to each the income, assets, properties and operations of the Company for all taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for other taxable years or periods ending on or prior to the Closing Date) Date (the “Pre-Closing Period”). Except as provided in the preceding sentence, Parent shall have the exclusive obligation and (y) authority to file or cause to be filed all federal, state, local and foreign Returns that are required to be filed by or with respect to the extent not described in clause (x)income, all Tax Returns assets, properties and operations of the Company or any successor thereto for any taxable year or other taxable period. Any Return required to be filed with respect to the Company or the Surviving Corporation relating to any of the Companies and due taxable year or period beginning on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns with respect to taxable years or periods ending on or before after the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable“Overlap Period”) and (II) such Tax Returns prepared by Parent shall be submitted (with copies of any relevant schedules, work papers and other documentation then available) to Parent Presstek for Presstek’s approval not later less than 30 thirty (30) days prior to the due date for the filing of such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by ParentReturn, which approval may shall not be unreasonably withheldwithheld or delayed. Presstek shall have the option of providing to Parent, but at any time at least fifteen (15) days prior to the date such Return is due to be filed (taking into account any valid extensions), written instructions as to how Presstek wants any, or all, of the items for which Presstek may be liable reflected on such Return. Parent shall, in all cases preparing such Return, cause the items for which Presstek is liable hereunder to be withheld if such Tax Returns were not prepared reflected in accordance with clause Presstek’s instructions (Iunless, in the opinion of nationally recognized tax counsel to Parent, complying with Presstek’s instructions would likely subject Parent to any criminal penalty or to civil penalties under Sections 6662 though 6664 of the Code or similar provisions of applicable Laws) and, in the absence of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i)having received such instructions, except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent accordance with past practice, and Parent shall not take any positionif any, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxesextent permissible under applicable Law.

Tax Returns. (i) Parent After the Closing, ABX shall timely have the exclusive obligation and authority to file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income federal, state, local, and foreign Tax Returns that are required to be filed by or with respect to each Company the income, assets, properties and operations of Cargo and its Subsidiaries for (i) all taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for other taxable years or periods ending on or prior to the Closing Date) and Date (y) to the extent not described in clause (x“Pre-Closing Period”), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtainedii) all other Tax Returns with respect to taxable years or other taxable periods ending beginning on or before the Closing Date and ending after the Closing Date (the “Overlap Period”) and (iii) all other taxable years or that relate taxable periods; provided, however, with respect to any Straddle Period Tax Returns for Pre-Closing Periods, (Ia) except as otherwise required by law, such Tax Returns shall be filed prepared in a manner consistent with past practice and no position shall be takenpractices (except with respect to an item that does not meet the Minimum Standard, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns as defined below); (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (IIb) such Tax Returns shall be submitted delivered to Parent Sellers forty-five (45) days prior to the filing of any such Tax Return; (c) within thirty (30) days after receipt of any such Tax Return, Sellers shall notify ABX of any reasonable objections Sellers may have thereto; and (d) prior to filing such Tax Returns, ABX shall make any changes to such Tax Returns so requested by the Sellers, except to the extent that such changes would be inconsistent with past practices or would not meet the Minimum Standard. With respect to Tax Returns for the Overlap Period, to the extent Sellers are (or could be) liable for amounts on such Tax Returns, (x) such Tax Returns shall be prepared in a manner consistent with past practices (except to the extent a position on such Tax Returns or the decision whether or not to file such Tax Returns does not meet the Minimum Standard), (y) such Tax Returns shall not be filed without the prior written consent of Sellers, such consent not to be unreasonably withheld, conditioned or delayed and (z) no later than 30 forty-five (45) days prior to the due date for filing of such Tax Returns (orReturns, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by ParentABX shall provide Sellers with notice, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause notice shall (IA) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have set forth ABX’s calculations regarding the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion amount of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable ABX determines has given rise to a right of indemnification pursuant to Section 8.2(a9.10(b) but hereof in sufficient detail and particularity to enable Sellers to verify the amount of the required indemnification and (B) include a draft of such Tax Return. Within thirty (30) days after receipt of such Tax Return, Sellers shall notify ABX of any reasonable objections Sellers may have to ABX’s calculations regarding the amount of such Taxes which are payable with ABX determined has given rise to a right of indemnification pursuant to Section 9.10(b) hereof and to any items set forth in such draft Tax Return Returns. ABX and Sellers agree to be filed -------------- by the other party consult and resolve in good faith any disagreements arising pursuant to this Section 8.2(b) upon 9.10(g), it being understood and agreed that in the written request absence of -------------- any such resolution, any and all such objections as to whether this provision has been complied with shall be determined by the party entitled to paymentAccounting Firm, setting forth in detail which shall act as expert and not as arbitrator and whose determination shall be final and binding. The Accounting Firm shall allocate its costs associated with such determination equally between ABX and the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such TaxesSellers Representative.

Tax Returns. (i) Parent shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns with respect to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period in each case that are required to be filed by or with respect to each Company, and Buyer shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed by Buyer pursuant to the preceding sentence that relate to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(iSECTION 8.2(B)(I), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(aSECTION 8.2(A) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(bSECTION 8.2(B) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxes.

Tax Returns. (i) Parent Seller shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns that are required to be filed by or with respect to each Company any of the Companies or any of their Subsidiaries for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, pay any Taxes due in respect of such Tax Returns, and . Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the Companies or any of their respective Subsidiaries for taxable years or periods ending after the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to any Tax Return required to be filed by Buyer or Seller with respect to the Company and Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 5.1(a) or (b) hereof, the filing party shall provide the other party with a copy of such completed Tax Return and a statement certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to the principles of this Section 5.1, together with appropriate supporting information and schedules, at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Tax Return, or in any event, as soon as practicable, and such other party shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. Tax Returns of the Companies and their Subsidiaries not yet filed for any taxable period that begins on or before the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such Tax Returns shall be filed prepared in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent practices employed with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior respect to the due date Companies and their Subsidiaries, except (x) to the extent counsel for the filing such Tax Returns party determines there is no reasonable basis in law therefor, (ory) to the extent there would be no material adverse consequences to the non-filing party or its Affiliates, if such due date is within 45 days following or (z) in the Closing Date, as promptly as practicable following case that the Closing Date) for review and approval by Parent, filing party obtains the non-filing party's prior written consent (which approval may consent shall not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxes.

Tax Returns. (a) As soon as reasonably practicable after the Closing, the Shareholders shall prepare, at their sole cost and expense, all short year federal, state, county, local and foreign tax returns for the period beginning with the first day of the Corporation’s fiscal year in which the Closing occurs and ending on the Closing Date. Such returns shall (a) be prepared in a financially responsible and conservative manner; (b) not, without WCI’s prior written consent, contain any elections that would have an adverse effect on the financial condition or tax position of the Corporation after the Closing Date; (c) compute any penalties and interest due with the return; (d) include (i) Parent shall timely file any and all dividends or cause distributions to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by any Shareholder, or with respect to each Company for taxable years or periods ending other changes in stockholders equity that occurs on or before after the Closing Date but prior to the Closing and (ii) any distributions of the Excluded Assets to any Shareholder that occurs on or after the Closing Date but prior to the Closing; and (e) be delivered to WCI together with all necessary supporting schedules (including Form 8023 pursuant to Section 9.9(b)) within one hundred twenty (120) days following the Closing Date (including all Income Tax Returns or at least sixty (60) days prior to the date on which such return is required to be filed with respect extensions, if earlier) for WCI’s approval prior to any its filing (but such approval shall not relieve the Shareholders of their responsibility for the Taxes assessed under these returns). The Shareholders shall be responsible for the execution of the Companies returns and payment of all Taxes shown to be due or that for purposes of may come to be due on such returns or otherwise relating to the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending period on or prior to the Closing Date) and (y) , but, to the extent not described that there are any prepaid taxes in clause (x)the Effective Date Current Assets or tax reserves in the Effective STOCK PURCHASE AGREEMENT HLE 43 Date Current Liabilities, the Corporation shall pay such amounts towards the Taxes due and the Shareholders shall pay any excess. The Shareholders shall also be responsible for all Tax Returns required to be filed with respect to any Taxes arising from the conversion of the Companies Corporation from a cash to accrual basis of reporting and for all Taxes attributable to “built in gains,” whether due on such returns or before on the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns with respect to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be return filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, WCI or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods Corporation for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning period commencing after the Closing Date. Parent At the time of the filing of such returns, the Corporation and the Shareholders shall each pay his, her or Buyer shall pay the other party for its share of the Taxes for which Parent or Buyer, respectively, is liable pursuant due and shall contemporaneously deliver to Section 8.2(a) but which are payable WCI an executed copy of each such final tax returns along with any Tax Return to be filed -------------- copies of payments submitted by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such TaxesShareholders with those returns.

Tax Returns. (i) Parent shall timely Except as provided in Section 4.9(g), Sellers will prepare or cause to be prepared and file or cause to be ----------- timely filed when all Tax Returns of each Company with respect to any Pre-Closing Period having a due date (taking into account all extensions properly obtainedvalid extensions) (x) all Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax the “Pre-Closing Period Returns”). The Pre-Closing Period Returns required to prepared and filed by Sellers will be prepared and filed in a manner that is consistent with respect to any the prior practice of the Companies that for purposes of the relevant Income applicable Company (including prior Tax Return is a disregarded entity elections and accounting methods or a partnership, in each case for taxable years conventions made or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (xutilized by such Company), all Tax Returns except as required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, by Law. (ii) Buyer will prepare or cause to be remitted, any Taxes due in respect of such Tax Returns, prepared and Buyer shall timely file or cause to be timely filed when all Pre-Closing Period Returns of each Company having a due date (taking into account all extensions properly obtainedvalid extensions) all other Tax Returns with respect to taxable years or periods ending on or before after the Closing Date or that relate to any and all Straddle Period (IReturns of each Company. Buyer will prepare and file the Straddle Period Returns and the Pre-Closing Period Returns that it is required to file pursuant to this Section 4.9(b)(ii) except as otherwise required by law, such Tax Returns shall be filed in a manner that is consistent with past the prior practice of the applicable Company (including prior Tax elections and no position shall be taken, election accounting methods or conventions made or method adopted utilized by such Company), except as required by Law. Buyer will deliver all Straddle Period Returns and Pre-Closing Period Returns that it is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income required to periods file pursuant to this Section 4.9(b)(ii) to Sellers’ Representative for which Parent is liable or deferring deductions to periods for which Buyer is liable) review and (II) such Tax Returns shall be submitted to Parent not later than comment at least 30 days prior to the due date (including valid extensions) for filing such Tax Returns (orexcept in the case of a non-income Tax Return where such 30-day period is not practical, if in which case as soon as practical). Within 15 days of receiving a draft of such Tax Return (except in the case of a non-income Tax Return where such 15-day period is not practical, in which case as soon as practical), Sellers’ Representative may provide written comments to Buyer. The Parties will attempt to resolve any dispute through direct good-faith negotiation subject to the dispute resolution procedures of Section 4.9(h). In no event will the provision of comments by Sellers’ Representative prevent Buyer from timely filing any such Tax Return; provided, however, that in the event that the Accounting Firm has not yet resolved any such Tax Dispute prior to the deadline for filing such Tax Return (including any extensions), Buyer will be entitled to file such Tax Return (or amendment) as prepared by Buyer subject to amendment to reflect the resolution when rendered by the Accounting Firm. The preparation and filing of any Tax Return of any Company that does not relate to a Pre-Closing Period or a Straddle Period will be exclusively within the control of Buyer. 45 (iii) Without the prior written consent of Sellers’ Representative, (which consent will not be unreasonably withheld or delayed), Buyer will not (and will not allow any Company to): (A) file or amend any Pre-Closing Period Return having a due date is within 45 days following (taking into account valid extensions) before the Closing Date, as promptly as practicable following the ; or (B) amend any Pre-Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Period Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax or any Straddle Period Returns required to be prepared and filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a4.9(b)(ii); or (C) but which make or amend any material claim, disclaimer or election in respect of Taxes for any Pre-Closing Period or Straddle Period. (c) Tax Refunds and Reductions of Tax. After Closing, any Pre-Closing Tax Refunds that are payable with received or applied by any Company, Buyer or their respective Affiliates will be for the account of Sellers to the extent such Pre-Closing Tax Return to be filed -------------- by Refund was not taken into account in the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation calculation of the amount owed Final Closing Cash Payment, and Buyer or its Affiliates (as applicable) will, or will cause the applicable Company to, pay over to an account designated by Parent Sellers’ Representative (on behalf of Sellers) any such Pre-Closing Tax Refund within 15 days after receipt or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxes.application thereof. (d)

Tax Returns. (i) Parent Sellers shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly property obtained) (x) all Income Tax Returns that are (A) required to be filed by or with respect to each Company the Acquired Companies for taxable years or periods ending on or before the Closing Date (including all Income in the case of income, franchise and similar Tax Returns required to be filed by or with respect to any of the Acquired Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all as well as Tax Returns required to be filed by or with respect to the Acquired Companies on a combined, consolidated or unitary basis with Sellers or any of the Companies and Affiliate thereof) or (B) due on or before the Closing DateDate (with respect to other Tax Returns), and in each case Parent Sellers shall remit, remit or cause to be remitted, remitted any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the Acquired Companies and Buyer shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed by Buyer pursuant to the preceding sentence that relate to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (IY) except as otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including including, without limitation, any such position, election or method which would have the effect of accelerating income to periods for which Parent is Sellers are liable or deferring deductions to periods for which Buyer is liable) and (IIZ) such Tax Returns shall be submitted to Parent Sellers not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by ParentSellers, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (IY) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent Sellers or Buyer shall pay the other party for the Taxes for which Parent Sellers or Buyer, respectively, is liable pursuant to Section 8.2(a11.1(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b11.1(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent Sellers or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxes.

Tax Returns. (i) Parent shall The Company shall, at its expense, prepare and timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remitfile, or cause to be remittedprepared and timely filed, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns of the Transferred Companies and relating to the Business and the Transferred Assets, in each case, that are due with respect to taxable years or periods ending on or before the any Pre-Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such Tax Period. Tax Returns prepared by the Company pursuant to this Section 10.4(a)(i) shall be filed prepared in a manner consistent with past practice and no position practices of the Transferred Companies or relating to the Business or the Transferred Assets, as applicable, unless otherwise required by Law. For the avoidance of doubt, the Company may, in its sole discretion, include in Canada Newco’s Canadian federal income tax return for its Tax period ending as a result of the sale of the Shares of Canada Newco hereunder, an election pursuant to subsection 256(9) of the Canadian ITA in respect of such taxation year. The Company shall be taken, election made or method adopted that is inconsistent provide the Buyer with positions taken, elections made or methods used in prior periods in filing a copy of such Tax Returns (including any such position, election or method which would have and supporting Schedules) (other than Tax Returns relating to the effect Business and the Transferred Assets) at least 30 days in advance of accelerating income to periods the due date for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to Returns. If the due date for filing any such Tax Returns (or, if such due date Return is within 45 30 days following of the Initial Closing Date, as promptly as practicable following Date or the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) end of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members taxable period with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Periodwhich such Tax Return is being filed, the portion Company shall provide the Buyer with a copy of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b(and supporting Schedules) upon the written request within a reasonable period of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days time prior to the due date date. The Company will make any revisions to such Tax Returns reasonably requested by the Buyer prior to filing. The Company shall pay or cause to be paid any Taxes owed with respect to such Tax Returns, except to the extent (A) Buyer has already been compensated for paying such TaxesTaxes by reason of the specific inclusion of such Taxes in the calculation of Closing Working Capital resulting in a reduction of the Purchase Price relative to what the Purchase Price otherwise would have been absent such Taxes or (B) such Taxes are the responsibility of the Buyer pursuant to Section 13.6. The amount of any Taxes of a Transferred Company paid by the Company under this Section 10.4(a) shall be treated by the parties for Tax purposes as an adjustment to the portion of the Purchase Price allocated to the shares of such Transferred Company hereunder.

Tax Returns. (i) Parent Sellers shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) all Tax Returns that are (x) all Income Tax Returns required to be filed by or with respect to each Company Newco Brazil for taxable years or periods ending on or before the Closing Date (including all Income in the case of income, franchise and similar Tax Returns required to be filed by or with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Newco Brazil as well as Tax Returns required to be filed by or with respect to Newco Brazil on a combined, consolidated or unitary basis with Sellers or any of the Companies and Affiliate thereof) or (y) due on or before the Closing DateDate (with respect to other Tax Returns), and in each case Parent Sellers shall remit, remit or cause to be remitted, remitted any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to Newco Brazil and Buyer shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed by Buyer pursuant to the preceding sentence that relate to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including including, without limitation, any such position, election or method which would have the effect of accelerating income to periods for which Parent is Sellers are liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent Sellers not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by ParentSellers, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent Sellers or Buyer shall pay the other party for the Taxes for which Parent Sellers or Buyer, respectively, is liable pursuant to paragraph (a) of this Section 8.2(a) 8.2 but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(bparagraph (b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent Sellers or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxes.

Tax Returns. (ia) Parent shall timely file or cause With respect to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by by, on behalf of or with respect to each to, the Company for taxable years or periods ending on or before and its Subsidiaries, the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent Company shall remit, prepare or cause to be remittedprepared, any Taxes due in respect of such Tax Returnsa manner consistent with past practice, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all such Tax Returns that are required to be filed on or prior to the Closing Date. Parent shall prepare or cause to be prepared, in a manner consistent with past practice, and file or cause to be filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to taxable years or periods the Company and its Subsidiaries for any Tax period ending on or before the Closing Date or Date, provided, that relate to any Straddle Period Parent shall (Ii) except as otherwise required by law, provide such Tax Returns shall be filed in a manner consistent with past practice to the Securityholders’ Agent for review and approval no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later less than 30 days prior to the due date for timely filing of such Tax Returns (orReturns, or if such the due date is within 45 30 days following of the Closing Date, as promptly as practicable following practical after the Closing Date, (ii) for review make such revisions to such Tax Returns as are reasonably requested by the Securityholders’ Agent, and approval by Parent(iii) not file or cause to be filed any such Tax Returns without obtaining the Securityholders’ Agent’s written consent, which approval may consent shall not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns Parent shall prepare or cause to be filed by Parent under this Section 8.2(b)(i)prepared, except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent consistent with past practice, and Parent shall not take any position, make any election, file or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns (including any such position, election that are required to be filed by or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Company and its Subsidiaries for a Straddle Period, provided, that Parent shall (i) provide such Tax Returns to the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party Securityholders’ Agent for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in review and comment no event earlier less than 10 business 30 days prior to the due date for paying timely filing of such TaxesTax Returns, or if the due date is within 30 days of the Closing Date, as promptly as practical after the Closing Date, and (ii) consider in good faith revisions to such Tax Returns as are reasonably requested by the Securityholders’ Agent. The Effective Time Holders shall pay (on a pro rata basis in accordance with their respective Indemnification Percentages) to Parent no later than ten (10) Business Days prior to the due date thereof the amount of any Taxes of the Company or its Subsidiaries for a Pre-Closing Tax Period reported on any Tax Return filed by Parent (except for any such Taxes reflected in the calculation of Closing Working Capital and any such Taxes previously recovered by any Indemnitee pursuant to Section 10.2).

Tax Returns. (i) Parent shall be responsible for the preparation and timely file or cause to be ----------- timely filed when due (taking into account filing of all extensions properly obtained) (x) all Income Tax Returns of the Company that are required to be filed by or with respect after the Closing Date; provided, however, that at least ten (10) days prior to each filing any Return of the Company for a taxable years or periods ending on or period beginning before the Closing Date (including any Return for a Straddle Period (as defined infra)), Parent shall provide the Participating Stockholders with (i) drafts of such Return (together with any relevant back-up information), and (ii) a statement of Taxes owed in connection with the filing of such Return. The Participating Stockholders shall be entitled to review and provide written comments on any such Return before it is filed and Parent shall incorporate all Income Tax Returns required such reasonable (under the circumstances) comments provided to be filed Parent by the Stockholder Committee with respect to any of such Return; provided, however, that, if Parent elects not to incorporate any such comments from the Companies that Stockholder Committee on such a Return, then a Participating Stockholder shall not be responsible for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior paying pursuant to the Closing Date) and (y) following sentence or for indemnifying Parent or the Surviving Corporation for Losses under Section 8.1, to the extent not described in clause that: (x)i) such Losses result from the failure of Parent to incorporate such comments, all Tax Returns required to be filed with respect to any and (ii) there is “substantial authority” (within the meaning of Section 6662 of the Companies and due on or before Code) for the Closing Datetax position reflected in such comments. Subject to the preceding sentence, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due at least five (taking into account all extensions properly obtained5) all other Tax Returns with respect to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing any such Tax Returns Return, each Participating Stockholder shall deliver to Parent: (ori) any written comments to such Return, if (ii) his or its Percentage Share (subject to the limitations set forth in the proviso contained in the penultimate sentence of Section 8.6 and the last sentence of Section 8.7) of the funds required for the payment of all Taxes due with respect to such due date is within 45 days following taxable periods that end on or prior to the Closing Date, as promptly as practicable following and (iii) in the Closing Date) case of any Return for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, his or its Percentage Share (subject to the limitations set forth in the proviso contained in the penultimate sentence of Section 8.6 and the last sentence of Section 8.7) of funds in an amount equal to the portion of the Taxes shown to be due on such Return that is allocable (pursuant to Section 6.6(b) hereof) to the portion of such Straddle Period beginning after ending on the Closing Date. Parent , but in each case only to the extent that such Taxes exceed the amount of Taxes (x) previously paid by the Company with respect to such taxable periods (or Buyer shall pay the other party for the Taxes for which Parent portion thereof) or Buyer, respectively, is liable (y) included as a current liability in determining Final Working Capital pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxes1.6.

Tax Returns. (i) Parent Sellers’ Representative shall prepare and timely file file, or cause to be ----------- prepared and timely filed when due (taking into account filed, the initial filing of all extensions properly obtained) (x) all Income Pass-Through Tax Returns required to be filed by or with respect to each Company for any taxable years or periods period ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to are due after the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due Date (taking into account all extensions properly obtainedapplicable extensions). Each Pass-Through Tax Return (including, for the avoidance of doubt, any Pass-Through Tax Return prepared by or at the direction of Buyer) all other Tax Returns shall be prepared in a manner consistent with respect to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) most recent past practices of the relevant Acquired Company, except as otherwise required by applicable Law or as otherwise provided in this Agreement; provided, however, that the Parties acknowledge and agree that (i) any Transaction Tax Deductions shall, to the extent such position is “more likely than not” permitted under applicable Law, be treated as attributable to the taxable period (or portion thereof) ending on the Closing Date, (ii) the Group Companies shall use the “interim closing method” (and the “calendar day convention”) pursuant to Section 706 of the Code (and any similar provision of state, local or non-U.S. law) with respect to any Pass-Through Tax Return for any Straddle Period, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted (iii) each of the Acquired Companies that is inconsistent treated as a partnership for U.S. federal or applicable state, local or non-U.S. income tax purposes (or for which such an election is otherwise available) shall make the election provided for in Section 754 of the Code (or any similar elections available under state, local or non-U.S. Law) with positions takenrespect to any taxable period that includes the Closing Date (to the extent that such election is not already in effect), elections made which election shall not be revoked, and (iv) any deduction attributable to costs or methods used in prior periods in filing such Tax Returns expenses economically borne by Buyer (including any expenses that were not paid prior to 12:01 a.m. on the Closing Date or included as a liability that reduced amounts payable to Sellers in the calculation of the Purchase Price) shall, to the extent such positionposition is “more likely than not” permitted under applicable Law, election or method which would have be treated as attributable to taxable periods beginning after the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not Closing Date. No later than 30 20 days prior to the due date for filing such Pass-Through Tax Returns prepared by Sellers’ Representative (ortaking into account applicable extensions), if Sellers’ Representative shall provide a copy of each such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) Pass-Through Tax Return to Buyer for its review and approval by Parent, which (such approval may not to be unreasonably withheld, but may in conditioned or delayed). Buyer shall prepare and timely file, or cause to be prepared and timely filed, all cases be withheld if such Pass-Through Tax Returns were and other income Tax Returns of the Acquired Companies relating to Pre-Closing Tax Periods that are not prepared in accordance with clause (I) and filed by Sellers’ Representative pursuant to the other provisions of this sentenceSection 7.05(a). With respect To the extent relevant to determining any liability for which any of the Sellers (or their direct or indirect owners) would be responsible or any Tax refund to which Sellers are entitled hereunder, such Pass-Through Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such and other income Tax Returns ----------------- shall not be filed by Parent prepared in a manner inconsistent consistent with the most recent past practicepractices of the applicable Acquired Companies, and Parent shall not take any position, make any election, except as otherwise required by Law or adopt any method that is inconsistent with positions taken, elections made or methods used as otherwise provided in prior periods in filing Tax Returns this Agreement (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years the making of any election under Section 754 of the Code, or periods beginning after similar provisions of applicable state, local or non-U.S. Law). Any Pass-Through Tax Returns and other income Tax Returns prepared by or at the Closing Date or, with respect to direction of Buyer that would affect the Tax liabilities of any Straddle Period, of the portion of such Straddle Period beginning after the Closing Date. Parent Sellers (or Buyer shall pay the other party for the Taxes for which Parent their direct or Buyer, respectively, is liable pursuant to Section 8.2(aindirect owners) but which are payable with or any Tax Return refund to which Sellers are entitled hereunder shall be filed -------------- provided by Buyer to the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business Sellers’ Representative at least 20 days prior to the due date for paying filing such TaxesPass-Through Tax Returns or other income Tax Returns for Sellers’ Representative’s review and approval (such approval not to be unreasonably withheld, conditioned or delayed).

Tax Returns. (i) Parent Aon shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent Aon shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the Companies, and Buyer shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed by Buyer pursuant to the preceding sentence that relate to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent Aon is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent Aon not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by ParentAon, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent Aon or Buyer shall pay the other party for the Taxes for which Parent Aon or Buyer, respectively, is liable pursuant to Section 8.2(a8.1(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b8.1(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent Aon or Buyer, as the case may be, but in no event earlier than 10 business days Business Days prior to the due date for paying such Taxes., without regard to the aggregate indemnification limitations set forth in Section 11.1(a) and Section 11.2(a). 44

Tax Returns. (i) Parent Following the Closing, the Buyer shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by or with respect to each the Company for taxable years or periods ending on or before after the Closing Date that relate to taxable periods (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods portions thereof) ending on or prior to the Closing Date) ; provided, that the Sellers Representative shall be responsible for preparing and (y) filing any U.S. federal income tax partnership returns of the Company and any state income tax partnership returns of the Company to the extent not described neither the Company nor the Buyer would have any liability or potential liability for any Taxes reflected on such returns, in clause each case to the extent such returns relate to taxable periods (x)or portions thereof) ending on or prior to the Closing Date. In preparing such Tax Returns, all Tax Returns required to the Transaction Expenses shall be filed with respect to any of the Companies and due treated as having accrued on or before the Closing Date. The Sellers shall be responsible, severally and not jointly, in each case Parent shall remitaccordance with such Seller’s Pro Rata Share, or cause to be remitted, for all Taxes that are shown as due on any Taxes due in respect of such Tax ReturnsReturn (a) relating to any taxable year or other taxable period that ends on or prior to the Closing Date (“Pre-Closing Period“) or (b) attributable to the pre-Closing portion of any taxable period beginning on or before and ending after the Closing Date (a “Straddle Period“). No later than five Business Days prior to the due date of any such Tax Return, and each Seller shall pay to the Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns the amount of Taxes that are its responsibility with respect to taxable years such Tax Return under the prior sentence, except to the extent that all or periods ending on or before a portion of the amount of such Taxes (together with interest and penalties relating thereto, if any) is reflected in the Closing Date or Net Working Capital as finally determined pursuant to Section 2.4 in a manner that relate to any Straddle Period (I) except actually reduces the Purchase Price. Except as otherwise required by applicable law, such Tax Returns shall be filed prepared in a manner consistent accordance with past practice practices of the Company, and no position submitted (with copies of any relevant schedules, work papers and other documentation then available) to the Sellers Representative for the Sellers Representative’s approval (which approval shall not be takenunreasonably withheld, election made conditioned or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liabledelayed) and (II) such Tax Returns shall be submitted to Parent not later less than 30 thirty days prior to the due date for the filing of such Tax Returns (Return, or, if such for any Tax Return due date is to be filed within 45 thirty days following after the Closing Date, as promptly soon as practicable following after Closing. If the Closing DateSellers Representative disputes any item on any Tax Return delivered to it under this Section 7.1, shall notify the Buyer of such disputed item (or items) within fifteen days and shall provide an explanation of the reason for its objection. The Buyer and the Sellers Representative shall act in good faith to resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed. If the Buyer and the Sellers Representative cannot resolve any disputed item, the question shall be resolved by the Independent Accounting Firm, and the fees of the Independent Accounting Firm shall be borne equally by the Seller and the Buyer. If any disputed item has not been resolved by the time a Tax Return is required to be filed, or the Sellers Representative’s period for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if objection to such Tax Returns were Return has not prepared in accordance with clause (I) of this sentence. With respect to expired by the time a Tax Returns Return is required to be filed by Parent under this Section 8.2(b)(i)filed, except where required by law, such the Tax Returns ----------------- Return shall not be filed as prepared by Parent the Buyer, and if the disputed item is resolved thereafter in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing different than as reflected on such Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle PeriodReturn, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any file an amended Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying that reflects such Taxesresolution.

Tax Returns. (a) Parent shall prepare or shall cause to be prepared (i) any combined, consolidated or unitary Tax Return that includes any member of the Parent shall timely file or cause to be ----------- timely filed when due Group, on the one hand, and any of the Transferred Entities, on the other hand (taking into account all extensions properly obtaineda “Combined Tax Return”) and (xii) all Income any Tax Returns Return (other than any Combined Tax Return) that is required to be filed by or with respect to each Company any of the Transferred Entities for any taxable years or periods ending period that ends on or before the Closing Date (including all Income a “Pre-Closing Separate Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (xReturn”), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case . Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed, and shall pay or cause to be paid any Taxes shown as due on, any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed when due (taking into account all extensions properly obtained) all other Tax Returns with respect to taxable years or periods ending on or before the Closing Date (taking into account any extensions). Parent shall deliver, or that relate cause to any Straddle Period (I) except as otherwise required by lawbe delivered, such to Purchaser all Pre-Closing Separate Tax Returns shall that are required to be filed in a manner consistent with past practice after the Closing Date at least thirty (30) days (or such shorter period as is reasonable taking into account the Tax period and no position shall be taken, election made the nature of the relevant Tax Return or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liableother relevant circumstances) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing such Tax Returns (ortaking into account any extensions) for Purchaser’s review and comment, if and Parent shall consider in good faith any written comments to such Pre-Closing Separate Tax Returns received from Purchaser reasonably in advance of such due date is within 45 for filing such Tax Returns. Purchaser shall timely file or cause to be timely filed such Tax Returns and shall pay or cause to be paid any Taxes shown as due thereon and Parent shall pay Purchaser the amount of any such Taxes that are the responsibility of Sellers under Section 7.02 no later than ten (10) days following after Purchaser notifies Seller in writing that it has filed, or caused to be filed, such Tax Return and paid, or caused to be paid, such Taxes. Except as otherwise required by applicable Law or as would not reasonably be expected to have an adverse effect or be binding on Purchaser or any of its Affiliates (including the Transferred Entities) in a Post-Closing DatePeriod, as all Pre-Closing Separate Tax Returns shall be prepared in a manner consistent with past practices of the Transferred Entities (or of Parent with respect to the Transferred Entities). Purchaser shall not amend or revoke any Combined Tax Return or any Pre-Closing Separate Tax Returns (or any notification or election relating thereto) without the prior written consent of Parent. At Parent’s reasonable request and expense, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns unless such amended Pre-Closing Separate Tax Return, or the filing thereof, would reasonably be expected to have an adverse effect on Purchaser or any of its Affiliates (including the Transferred Entities) in a Post-Closing Period. Purchaser shall promptly as practicable following provide (or cause to be provided) to Parent any information reasonably requested by Parent to facilitate the Closing Datepreparation and filing of any Tax Returns described in this Section 7.05(a) for review and approval Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Parent, which approval may not information and timeline shall be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance consistent with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with the past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation practice of the amount owed by Parent or BuyerTransferred Entities, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxesapplicable.

Tax Returns. (a) Seller shall prepare or shall cause to be prepared (i) Parent shall timely file any combined, consolidated or cause to be ----------- timely filed when due unitary Tax Return that includes Seller or any of its Affiliates (taking into account all extensions properly obtainedother than the Purchased Companies), on the one hand, and any of the Purchased Companies or their respective Subsidiaries, on the other hand (a “Combined Tax Return”), and (ii) any Tax Return (xother than any Combined Tax Return) all Income Tax Returns that is required to be filed by or with respect to each Company any of the Purchased Entities for any taxable years or periods ending period that ends on or before the day immediately preceding the Closing Date (including all Income a “Pre-Closing Separate Tax Return”). All Pre-Closing Separate Tax Returns shall be prepared in a manner consistent with past practice (except with respect to any portion of such Tax Return (or any position or election taken or made thereon or relating thereto) relating to any of the transactions contemplated by Section 5.6 or any pre-closing restructuring transaction (including the Pre-Closing Restructuring), which shall be prepared in the manner determined by Seller); provided, that in the case of any Pre-Closing Separate Tax Return that is required to be filed with respect to after the Closing, no position shall be taken on any of the Companies that for purposes of the relevant Income such Tax Return for which there is not at least a disregarded entity “reasonable basis” within the meaning of Treasury Regulations Section 1.6662-3(b)(3) (or a partnershipany similar provision of state, in each case for taxable years local or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (xforeign Law), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer . Seller shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other any Combined Tax Returns with respect Return and any Pre-Closing Separate Tax Return that is required to taxable years or periods ending be filed on or before the Closing Date (taking into account any extensions). Seller shall deliver, or that relate cause to any Straddle Period (I) except as otherwise required by lawbe delivered, such to Purchaser all Pre-Closing Separate Tax Returns shall that are required to be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns after the Closing at least twenty (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable20) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing such Tax Returns (or, if taking into account any extensions) and Purchaser shall timely file or cause to be timely filed such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for Tax Returns. Seller shall permit Purchaser to review and approval comment on each Tax Return described in the immediately preceding sentence and shall consider in good faith any comments offered by Parent, Purchaser. Purchaser shall not amend or revoke any Combined Tax Return or any Pre-Closing Separate Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which approval may consent shall not be unreasonably withheld, but may in all cases conditioned or delayed). At Seller’s request and expense, Purchaser shall file, or cause to be withheld if filed, amended Pre-Closing Separate Tax Returns unless (x) such Tax Returns were Return reflects a position for which there is not prepared in accordance with clause at least a “reasonable basis” within the meaning of Treasury Regulations Section 1.6662-3(b)(3) (Ior any similar provision of state, local or foreign Law) or (y) such filing would have an adverse effect on Purchaser or any of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in its Affiliates (including the Purchased Companies for a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method Post-Closing Period) that is inconsistent with positions takenmaterial (taking into account Tax offsets, elections made credits or methods used in prior periods in filing other Tax Returns (including any Assets resulting from such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liablefiling), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxes.

Tax Returns. (ia) Parent Sellers shall timely file prepare, or cause to be ----------- prepared, and shall timely filed when due file, or cause to be timely filed, (taking into account all extensions properly obtained) (xi) all Income Tax Returns required to be filed by of or with respect to each Company for taxable years or periods ending Blocker Corp and the Group Companies, respectively, that are due on or before prior to the Closing Date and (including ii) all Income Pass-Through Tax Returns required to be filed with respect to for any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods period ending on or prior to the Closing Date) Date and, in each case, shall timely pay, or the Blocker Corp and (y) the Group Companies to the extent not described in clause (x)pay, all Tax Returns required to be filed Taxes due by the Blocker Corp and the Group Companies, respectively, with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other . Any such Tax Returns and Pass-Through Tax Returns shall be prepared in accordance with respect to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) except as past practices and this Agreement unless otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns delivered to Purchaser for its review at least thirty (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable30) and (II) such Tax Returns shall be submitted to Parent not later than 30 calendar days prior to the due date (including extensions) for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable)Return, in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion case of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return relating to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to paymentIncome Taxes, setting forth in detail the computation of the amount owed by Parent or Buyer, and as the case may be, but in no event earlier than 10 business days soon as reasonably practicable prior to the due date (including extensions) in the case of other Tax Returns. In the case of any Tax Returns described in clause (i) of the first sentence of this Section 6.15, Sellers shall consider in good faith any reasonable comments timely provided by Purchaser with respect to any such Tax Returns. In the case of any Tax Returns described in clause (ii) of the first sentence of this Section 6.15, Sellers shall only file such Tax Returns as finally approved by Purchaser (such approval not to be unreasonably withheld, conditioned or delayed). Unless requested otherwise by Purchaser, Sellers shall make (or shall cause to be made) an election under Section 754 of the Code (and any similar provision of state, local or foreign law) with respect to each Group Company that is treated as a partnership for paying U.S. federal income tax purposes and does not have such Taxesan election in effect as of the Closing Date.

Tax Returns. (ia) Parent shall timely prepare and, except as otherwise provided herein or by applicable Law, file or cause to be ----------- timely filed when due (taking into account all extensions properly obtainedextensions) (xi) all Income Tax Returns that are originally required to be filed on or after the date hereof by or with respect to each the Company for taxable years Group Entities on a combined, consolidated or periods ending on unitary basis with Parent or before the Closing Date any Affiliate thereof (including all Income other than Tax Returns of any group that consists solely of Company Group Entities) and (ii)all other Tax Returns that are originally required to be filed on or after the date hereof by or with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnershiprespective Company Group Entities, in each case case, for any taxable years or periods period ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all . All Tax Returns required to be prepared and filed by Parent pursuant to Section 7.01(a)(ii) with respect to any of Company Group Entities other than the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtainedSection 338(h)(10) all other Tax Returns with respect to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such Tax Returns Subsidiaries shall be filed prepared in a manner consistent with past practice and no position practice, except as otherwise required by a change in applicable Law. Parent shall be taken, election made or method adopted deliver to Acquiror a copy of any Tax Return described in Section 7.01(a)(ii) that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns due (taking into account extensions) after the Closing Date (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liablerelevant supporting documentation) and (II) such Tax Returns shall be submitted to Parent not no later than 30 thirty (30) days prior to the due date for filing such Tax Returns thereof (or, taking into account extensions) (or if such due date is within 45 thirty (30) days following the Closing Date, as promptly as practicable following the Closing Date). The Acquiror shall provide any comments to Parent within fifteen (15) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if days of receipt of any such Tax Returns were not prepared in accordance with clause (I) of this sentenceReturn. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, If the Acquiror disputes any item on such Tax Returns ----------------- shall not be filed by Parent Return as being prepared in a manner inconsistent with past practicepractice (except as otherwise required by a change in applicable Law) or incorrect, it shall notify Parent of such disputed item (or items) and Parent the basis for its objection. The parties shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used act in prior periods in filing Tax Returns (including good faith to resolve any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days dispute prior to the due date for paying filing the relevant Tax Return (taking into account extensions). If the parties cannot resolve any such disputed item, the item in question shall be resolved by the Independent Accounting Firm. The fees and expenses of the Independent Accounting Firm shall be borne equally by Xxxxxx and Acquiror. The Acquiror shall, or shall cause the relevant Company Group Entity to timely file such Tax Returns, and shall not (and shall not permit any Company Group Entity to) amend or revoke any Tax Return of a Company Group Entity (or any group that consists solely of Company Group Entities) for any Pre-Closing Tax Period (or any notification or election relating thereto) without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed). Parent shall remit, or cause to be remitted, to the relevant Tax Authority any Taxes due in respect of such Tax Returns and, without duplication of any amounts so remitted, shall pay to the Acquiror any additional amounts for which they are responsible in respect of such Tax Return pursuant to Section 7.02. No payment obligation pursuant to this Section 7.01(a) shall excuse Parent from their indemnification obligations pursuant to Section 7.02 or Section 10.02(a) if the amount of Taxes, as ultimately determined on audit or otherwise, for the periods covered by such Tax Returns exceeds the amount of Parent’s payment under this Section 7.01(a). The Acquiror shall use commercially reasonable efforts to provide (or cause to be provided) to Parent, at Parent’s expense, any readily available information in respect of the Company Group Entities reasonably requested by Parent to facilitate the preparation and filing of any Tax Returns described in this Section 7.01(a), provided, however, that any such furnishing of information shall be conducted during normal business hours and in such a manner as not unreasonable to interfere with the normal operations of the party accommodating the request.

Tax Returns. (i) Parent shall timely file prepare or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Dateprepared, and in each case Parent shall remitfile, or cause to be remittedfiled, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns with respect to taxable years or periods ending on or before for the Company and each Company Entity for all Pre-Locked Box Tax Periods that are due after the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, Date. All such Tax Returns shall be filed prepared in accordance with existing procedures, practices, and accounting methods of the Company and each Company Entity, unless otherwise required by applicable Law; provided that Parent may at its election take on any such Tax Return a manner consistent with past practice and no Tax position shall be taken, election made or method adopted that is inconsistent with positions takenexisting procedures, elections made or methods used in prior periods in filing practices and accounting methods, but if Parent makes such election, it shall not be entitled to make an indemnification claim for any incremental Taxes resulting from such Tax Returns (including any such position, election or method which would have the effect of accelerating income position pursuant to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) Section 8.2(e). Each such Tax Returns Return shall be submitted to Parent not later than 30 the Seller Representative, for the Seller Representative’s review and comment (i) in the case of any income Tax Return, at least thirty (30) days prior to the due date for filing of such income Tax Returns Return (or, if such due date is within 45 days following taking into account extensions) and (ii) in the Closing Datecase of any other material Tax Return, as promptly soon as reasonably practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date of such Tax Return (taking into account extensions). If the Seller Representative disputes any item on any such Tax Return, it shall notify Parent of such disputed item (or items) and the basis for paying their objection within ten (10) days of their receipt of such TaxesTax Return and Parent shall consider any reasonable comments of the Seller Representative in good faith. Parent shall not, and shall not permit any of its Affiliates (including the Company and the Company Entities) to, take any action outside the ordinary course of business on the Closing Date after the Closing. The parties hereto agree that any deductions for U.S. federal income Tax purposes attributable to the Transaction Expenses (without taking into account the penultimate sentence of the “Transaction Expenses” definition) or Option Consideration (without taking into account clause (iii) of the “Option Consideration” definition) shall be attributable to the taxable period (or portion thereof) ending on the Closing Date to the fullest extent permitted by applicable Law.

Tax Returns. (a) Parent shall prepare or shall cause to be prepared (i) Parent shall timely file or cause to be ----------- timely filed when all Tax Returns of the Transferred Entities that are due (taking into account all extensions properly obtainedapplicable extensions) (x) all Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date, (ii) and (y) to the extent not described in clause (x), all any Tax Returns Return that is required to be filed after Closing by or with respect to any of the Companies and due Transferred Entities for any taxable period that ends on or before the Closing Date, and (iii) all Tax Returns for the Transferred Entities that are required to be included in each case (or filed with) a Tax Return of an affiliated, consolidated, combined, unitary, or aggregate group of which Parent or any of its Affiliates is part (a “Parent Combined Return”). All such Tax Returns referred to in this Section 7.05(a) (other than any Parent Combined Return with respect to U.S. federal or state income taxes) shall be prepared in a manner consistent with past practices of the relevant Transferred Entity, except as otherwise required by an applicable change in Law after the date on which the most recent relevant Tax Return was filed or to the extent failure to do so could not reasonably be expected to adversely affect Purchaser Parent or any of its Affiliates (including the Transferred Entities after the Closing). With respect to any Income Tax Return required to be prepared by Parent pursuant to clause (ii) of this Section 7.05(a) (and with respect to any non-Income Tax Returns required to be prepared by Parent pursuant to clause (ii) of this Section 7.05(a), upon Purchaser Parent’s written request), not later than 30 days (or such shorter period as is reasonable taking into account the Tax period and the nature of the relevant Tax Return or other relevant circumstances) prior to the due date for filing any such Tax Return (taking into account applicable extensions), Parent shall remit, or cause to be remitted, any Taxes due in respect provide Purchaser Parent with a copy of the draft of such Tax ReturnsReturn for Purchaser Parent’s review and comment, and Buyer Parent shall (x) consider in good faith any reasonable comments received from Purchaser Parent not later than ten days following the date such draft Tax Return was provided to Purchaser Parent by Parent (or such shorter period as is reasonable taking into account the Tax period and the nature of the relevant Tax Return or other relevant circumstances) and (y) not unreasonably refuse to reflect any such comments on such Tax Return. Parent shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other such Tax Returns with respect referred to in this Section 7.05(a) and shall pay or cause to be paid any Taxes shown as due on any such Tax Returns. At Parent’s reasonable request and expense, Purchaser Parent shall file, or cause to be filed, amended Tax Returns of the Transferred Entities for any taxable years or periods ending period that ends on or before the Closing Date Date, except to the extent such amendment would reasonably be expected to adversely affect Purchaser Parent or that relate to any Straddle Period (I) except as otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns of its Affiliates (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning Transferred Entities after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such TaxesClosing).

Tax Returns. (ia) Parent Seller shall timely file prepare, or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) prepared, all Income Tax Returns required to be filed by the Company or the Subsidiary after the Closing Date with respect to each Company for taxable years or periods any Tax Period ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Date. Any such Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns with respect to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such Tax Returns shall be filed prepared in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liableunless otherwise required by Law) and (II) such Tax Returns shall be submitted by Seller to Parent not later than Buyer for Buyer’s review and reasonable comment at least 30 days prior to the due date (including extensions) for filing such Income Tax Returns Return. If Buyer has any reasonable objections to any item on any such Income Tax Return, Buyer shall, within 15 days after delivery of such Income Tax Return, notify the Seller in writing that Buyer so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such reasonable objection. If a notice of objection is not duly delivered, Buyer shall timely (ortaking into account applicable extensions) file, if or cause the Company or the Subsidiary, as applicable, to timely (taking into account applicable extensions) file, such Income Tax Return. If a notice of objection is duly delivered, Buyer and Seller shall negotiate in good faith and use commercially reasonable efforts to resolve such items. If Buyer and Seller are unable to reach such agreement within 5 days after receipt by Seller of such notice, the disputed items shall be resolved by the national office of a firm of independent accountants of nationally recognized standing appointed by mutual agreement of Seller and Buyer (the “Independent Accountants”) and any determination by the Independent Accountants shall be final. The Independent Accountants shall resolve any disputed items within 10 days of having the item referred to them pursuant to such procedures as they may require. If the Independent Accountants are unable to resolve any disputed items before the due date is within 45 days following (including extensions) for such Income Tax Return, Buyer shall timely (taking into account applicable extensions) file, or cause the Closing DateCompany or the Subsidiary, as promptly as practicable following the Closing Dateapplicable, to timely (taking into account applicable extensions) for review file, such Income Tax Return and approval by Parentthen Buyer shall amend, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns or cause to be filed by Parent under this Section 8.2(b)(iamended, such Income Tax Return to reflect the Independent Accountants’ resolution. The costs, fees and expenses of the Independent Accountants, and any associated costs and fees (including in connection with the revised Tax Return), except where required shall be borne equally by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, Buyer and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have Seller. Subject to the effect indemnification obligations of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable Seller pursuant to Section 8.2(a8.02(c) but which are payable with and Seller’s obligations pursuant to the next sentence, the Company or the Subsidiary, as applicable, shall be responsible for timely paying (taking into account all valid extensions) all Taxes reflected on any such Income Tax Return to be filed -------------- by the other party pursuant to this Section 8.2(bapplicable Governmental Authority. Not later than three (3) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case may be, but in no event earlier than 10 business days Business Days prior to the due date (taking into account all valid extensions) for paying any payment required under any such TaxesIncome Tax Return, the Seller shall pay to Buyer the amount of such Taxes reflected on such Income Tax Return that are the obligation of Seller pursuant to Section 8.02(c).