Common use of Tax Returns Clause in Contracts

Tax Returns. (a) Seller shall prepare (or cause to be prepared) (i) all Tax Returns of the Transferred Entities or in respect of the Transferred Assets or the Business with respect to taxable periods ending on or before the Closing Date (“Pre-Closing Tax Returns”) and (ii) all Combined Tax Returns. Pre-Closing Tax Returns of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07.

Tax Returns. (a) Seller shall prepare (or cause to be prepared) (i) prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Transferred Entities or in respect of Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Transferred Assets or the Business Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to taxable periods ending on or before the Closing Date (“Pre-Closing Tax Returns”) and (ii) all Combined such Income Tax Returns. Pre-Closing Tax Returns of the Transferred Entities Purchaser shall prepare or cause to be prepared (on a basis consistent with the past practices Tax Returns of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review Acquired Company and reasonable comment no less than thirty (30the Subsidiaries) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) filed all such other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Returns Periods that are due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and Seller comment on each such Tax Return prior to filing and shall timely file (or cause make such revisions to be timely filed) all Pre-Closing such Tax Returns with respect to as are reasonably requested by the Transferred Assets and all Combined Tax ReturnsSeller. Seller Purchaser shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to Returns; provided, however, that Seller shall pay Purchaser (in accordance with the extent procedures set forth in Section 8.03(f)) for any amount owed by Seller is liable for such Taxes pursuant to Section 11.078.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basis.

Tax Returns. (ai) Seller shall prepare (and file or cause to be prepared) (i) prepared and filed when due all Tax Returns of the Transferred Entities that are required to be filed by or in respect of the Transferred Assets or the Business with respect to all Transferred Entities for taxable years or periods ending on or before the Closing Date (“Pre-Closing Tax Returns”) with respect to such Transferred Entities and (ii) all Combined Tax Returns. Pre-Closing consolidated, combined, unitary or similar group Tax Returns with respect to periods that include the Closing Date and that include a Transferred Entity for such period but with respect to which a Transferred Entity does not have primary responsibility for filing. Such Tax Returns shall be prepared in a manner consistent with Seller’s past practice in respect of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable LawEntities. Seller shall deliver remit any Tax Returns described in the preceding sentence together with all documentation upon which such Tax Returns are based (provided that, to Purchaser the extent that any such Tax Return relates to VAT in respect of any Transferred Entity which is a member of a VAT Group with Seller or one of its Affiliates (or its activities) and is a consolidated, combined or unitary Tax Return relating to VAT, Seller shall not be required to provide to Buyer any documentation relating solely to Persons other than Transferred Entities and to the extent that any such Tax Return or documentation relates to both Transferred Entities and Persons other than Transferred Entities, Seller shall (where practicable) provide a redacted version of such Tax Return or documentation containing information relating solely to Transferred Entities) to Buyer not later than 45 Business Days (or, in the case of Tax Returns relating to VAT, such shorter time that is as early as reasonably practicable) before the applicable due date (including extensions) of such Tax Returns for its review and reasonable comment no less comment, which Buyer shall complete not later than thirty 30 Business Days before the applicable due date of such Tax Returns (30or, in the case of Tax Returns relating to VAT, 5 Business Days after receipt thereof from Seller). If, upon expiration of Buyer’s period of review set forth in the preceding sentence, the parties disagree as to any item reflected on such Tax Return, Seller’s original proposal shall become final, provided that if Buyer reasonably believes that, (x) days prior 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 applicable procedures set forth in Section 6.5(d)(ii). Seller shall timely pay to Buyer an amount equal to any Taxes for which Seller is liable pursuant to Section 6.5(a) (but which are payable with Tax Returns to be filed by Buyer pursuant to the preceding sentence). With respect to Tax Returns described in this Section 6.5(d)(i), and subject to the limitations set forth in this Section 6.5(d) Buyer shall cooperate with Seller in filing deadline (taking into account applicable extensionssuch 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 taken, any action inconsistent with, or in violation of, Law. Buyer and Seller shall cause an election to be made under subsection 256(9) any Pre-Closing of the Canadian Tax Return Act with the result that the current taxation years for Transferred Entities governed by the Canadian Tax Act will be deemed to end upon the Closing. For the purposes of this Section 6.5(d)(i) and Section 6.5(h)(iii), references to Tax Returns required to be filed by or with respect to a Transferred Entity (other or its activities) shall include, where the relevant Transferred Entity is or has been a Combined Tax Return) that has member of a due date (including applicable extensions) after VAT Group with any Seller Affiliate at any time prior to the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the that Transferred Entities (other than Combined Entity, references to Tax Returns) and Seller shall timely file (or cause Returns relating to VAT which are required to be timely filed) all Pre-Closing Tax Returns with respect to filed by the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser representative member of the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07relevant VAT Group.

Tax Returns. (a) Seller shall prepare (timely file or cause to be preparedtimely filed when due (taking into account all extensions properly obtained) (ix) all Tax Returns of the Transferred Entities that are required to be filed by or in respect of the Transferred Assets or the Business with respect to taxable periods ending the Company on a combined, consolidated or unitary basis with Seller or any Affiliate thereof (other than the Company) and (y) all other Tax Returns that are required to be filed by or with respect to the Company on or before prior to the Closing Date (“Pre-Closing Tax Returns”) including the final federal, state, local and (ii) all Combined Tax Returns. Pre-Closing other income Tax Returns of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable LawCompany). In each case Seller shall deliver remit or cause to Purchaser for its review be remitted any Taxes due in respect of such Tax Returns. 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 after the Closing Date and reasonable comment no less than Buyer shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. At least thirty (30) days prior to the applicable filing deadline due date (taking into account applicable extensionsany extension) any Pre-Closing for the filing of Tax Return Returns relating to Taxes arising or with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after periods on or prior to the Closing Date and Date, Buyer shall deliver to Seller a draft of such Tax Returns. Buyer shall consider in good faith any reasonable written comments comment that Purchaser Seller submits to Buyer at least fifteen (15) days prior to the due date of such Tax Returns. Seller or Buyer shall reimburse the other party the Taxes for which Seller or Buyer is liable pursuant to paragraph (a) of this Section 8.2 but which are remitted in respect of any Tax Return to be filed by the other party pursuant to this paragraph (b) upon the written request of the party entitled to reimbursement setting forth in detail the computation of the amount owed by Seller or Buyer, as the case may be, but in no later event earlier than ten (10) days following prior to the delivery due date for paying such Taxes, except, in the case of amounts owed by Seller to Buyer, to the extent such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after Taxes were included on the Closing Date (including applicable extensions) with respect Balance Sheet and taken into account in determining the Adjusted Purchase Price. For the avoidance of doubt, such reimbursement obligations shall not be subject to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07limitations on indemnification set forth in ARTICLE XI.

Tax Returns. (ai) Seller Acquiror shall prepare (or cause to be prepared) (i) prepared and timely file or cause to be timely filed all Tax Returns of required to be filed by the Transferred Compression Group Entities or in respect of the Transferred Assets or the Business with respect to taxable periods ending on or before the Closing Date (“for any Straddle Period and any Pre-Closing Tax Returns”) and (ii) all Combined Tax ReturnsPeriod that are due after the Closing Date. Pre-Closing Such Tax Returns of the Transferred Entities shall be prepared on in a basis manner consistent with the past practices of the applicable Transferred EntityCompression Group Entities, except as otherwise to the extent required by applicable Law. Seller Acquiror shall deliver provide the Contributor Parties a copy of the draft of such Tax Returns (including the allocation of the Taxes with respect to Purchaser any Straddle Period) for its review and not later than fifteen (15) days before the due date for filing such Tax Returns (including extensions). Acquiror shall reflect any reasonable comment that a Contributor Party submits to Acquiror no less than thirty five (305) days Business Days prior to the applicable filing deadline (taking into account applicable extensions) due date of any such Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Period Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller . Acquiror shall consider in good faith any reasonable written comments comment that Purchaser a Contributor Party submits to Seller Acquiror no later less than ten five (105) days following Business Days prior to the delivery due date of any such Pre-Closing Tax Return to Seller such Pre-Closing Straddle Period Tax Return. Purchaser Except for Transfer Taxes, responsibility for which shall timely file (or cause be allocated pursuant to be timely filed) all such Pre-Closing Tax Returns due after Section 5.12(c), the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller Contributor Parties shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant are for a Pre-Closing Tax Period, except to Section 11.07the extent such Taxes are included as a current liability in the calculation of Closing Date Net Working Capital or arise from the operations of or transactions by the Compression Group Entities after the Closing.

Tax Returns. (a) Seller From and after the Closing Date, Purchaser shall prepare (or cause to be prepared) (i) prepared and file or cause the Company and Jupiter Europe to file on a timely basis all Tax Returns of for the Transferred Entities or in respect of the Transferred Assets or the Business with respect to taxable periods ending on or before the Closing Date (“Pre-Closing Tax Returns”) Company and (ii) all Combined Tax Returns. Pre-Closing Tax Returns of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser Jupiter Europe for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) Period that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns are first due after the Closing Date (collectively “Purchaser Prepared Returns”). Purchaser shall provide to the Sellers’ Representative copies of all such Purchaser Prepared Returns (and the associated workpapers) that are income Tax Returns, for review by the Sellers’ Representative at least forty-five (45) days prior to the earlier of their due date (including extensions where applicable) or their expected filing date, and shall make such changes to those Purchaser Prepared Returns before filing as are reasonably requested by the Sellers’ Representative; provided that notwithstanding the foregoing, Sellers’ Representative shall be entitled, with reasonable approval by Purchaser, to select a “partnership representative” for purposes of any of the Company’s income Tax Returns for a Pre-Closing Tax Period as defined under Section 6223 of the Code and applicable extensionsTreasury regulations thereunder, shall have the option to preclude the Company from filing the election under Section 6226(a) of the Code (and corresponding provisions of applicable state or local Tax law) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all any such Pre-Closing Taxable Period of the Company so long each Seller agrees to indemnify the Company with respect to any Tax Liability resulting from the failure to file such election in accordance with Section 10.2(a)(iii). Unless required by applicable Law, Purchaser shall not cause or allow the Company to file any new or amended Purchaser Prepared Returns with respect to the Transferred Assets and all Combined Tax ReturnsCompany without the prior written consent of the Sellers’ Representative (which shall not be unreasonably withheld, delayed, or conditioned). Seller No failure or delay of Purchaser in delivering Purchaser Prepared Returns to Sellers’ Representative to review shall pay (reduce or cause otherwise affect the obligations or liabilities of Sellers pursuant to be paidthis Agreement, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns except to the extent Seller is liable for the Sellers are actually prejudiced by such Taxes pursuant to Section 11.07failure or delay.

Tax Returns. (a) Seller Buyer Parent shall prepare (file or cause to be prepared) (i) filed when due all Tax Returns that are required to be filed by or with respect to the Acquired Assets, any member of the Transferred Entities or in respect of the Transferred Assets or Group and the Business with respect after the Closing, and such Tax Returns, if relating to taxable periods ending on or before the Closing Date (“a Pre-Closing Tax Returns”) Period or a Straddle Period to the extent they relate to the Acquired Assets, any member of the Transferred Group and (ii) all Combined the Business, shall be prepared consistent with past practices except as otherwise required by applicable Law. Buyer Parent shall deliver or cause to be delivered any such Tax Returns. Returns that relate to a Pre-Closing Tax Returns Period or a Straddle Period to Seller Parent for its review at least thirty (30) calendar days prior to the due date for filing, and Seller Parent shall provide written notice of its comments at least fifteen (15) calendar days prior to filing, such comments not to be unreasonably rejected by Buyer Parent. Notwithstanding anything to the contrary in this Section 8.1, Seller Parent shall file any Tax Return relating to a Pre-Closing Tax Period or a Straddle Period with respect to a member of the Transferred Entities Group for any taxable period during which such member joins a Seller as a member of an affiliated, consolidated, combined or unitary group, and such Tax Returns, to the extent they relate to the Acquired Assets, any member of the Transferred Group and the Business (any such portion of such Tax Returns, a “Component Return”), shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller Parent shall deliver or cause to Purchaser be delivered any Component Returns that relate to a Pre-Closing Tax Period or a Straddle Period to Buyer Parent for its review and reasonable comment no less than at least thirty (30) calendar days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date for filing, Buyer Parent shall provide written notice of its comments at least fifteen (including applicable extensions15) after the Closing Date and Seller shall consider in good faith any reasonable written calendar days prior to filing, such comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause not to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and unreasonably rejected by Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07Parent.

Tax Returns. (a) Seller Visant shall prepare (file or cause to be prepared) (i) filed when due all Tax Returns that are required to be filed by or with respect to Xxx Xxxxxxxx or any of the Transferred Entities or in respect of the Transferred Assets Subsidiaries or the Business with respect to taxable periods ending on or before the Closing Date (“Pre-Closing Tax Returns”) Periods and (ii) all Combined shall pay any Taxes due in respect of such Tax Returns. Pre-Closing , and Buyer shall file or cause to be filed when due all other Tax Returns that are required to be filed by or with respect to Xxx Xxxxxxxx or any of the Transferred Entities Subsidiaries or the Business. All Tax Returns, to the extent they relate to Taxes of Xxx Xxxxxxxx or any of the Transferred Subsidiaries or the Business, shall be prepared on and filed in a basis manner consistent with past practices. Visant shall pay Buyer the past practices of Taxes for which Visant is liable pursuant to this Section 5.15 (without duplicating amounts settled pursuant to the applicable Transferred Entity, except as otherwise required Purchase Price Adjustment Amount) but which are payable with Tax Returns to be filed by applicable Law. Seller shall deliver Buyer pursuant to Purchaser for its review and reasonable comment no less than thirty (30this Section 5.15(c) within 10 days prior to the applicable due date for the filing deadline (taking into account applicable extensions) of such Tax Returns. As promptly as practicable after Visant has completed the preparation of any Pre-Closing material Tax Return Returns to be prepared by Visant pursuant to this Section 5.15(c), Visant shall deliver such completed, but unfiled Tax Returns to the Buyer for its review. As promptly as practicable, but in no event less than 20 days prior to their due date, after Buyer has completed the preparation of material Tax Returns that are required to be filed by or with respect to Xxx Xxxxxxxx or any of the Transferred Subsidiaries or the Business for Straddle Periods (“Straddle Returns”), Buyer shall deliver copies of such completed Straddle Returns to Visant for their review. Visant shall have a Transferred Entity (other period of 10 Business Days to review and comment on such Straddle Returns prior to their filing, such comments to be reasonably accepted by Buyer. Visant and Buyer mutually agree to consent to the filing as promptly as possible of such Straddle Returns. In the event the Parties are unable to resolve any issue regarding a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than Straddle Return within ten (10) days following after Buyer has received such Straddle Return, the delivery of disputed issue shall be immediately submitted to the Accounting Firm to resolve in the final binding matter prior to the due date for such Pre-Closing Tax Return to Seller such Pre-Closing Tax Straddle Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after The fees and expenses of the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment Accounting Firm shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07shared equally by Visant and Buyer.

Tax Returns. (a) Seller shall prepare (or shall cause to be prepared) prepared (i) all any combined, consolidated or unitary Tax Returns Return that includes any member of the Transferred Entities Seller Group, on the one hand, and the Company, on the other hand (a “Combined Tax Return”), and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or in respect of the Transferred Assets or the Business with respect to the Company for any taxable periods ending period that ends on or before the Closing Date (a “Pre-Closing Separate Tax ReturnsReturn”) and (ii) all Combined Tax Returns. Pre-Closing Tax Returns of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law). Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the Company (or of Seller with respect to the Company). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns due that are required to be filed after the Closing Date (including applicable extensions) with respect at least 30 days prior to the Transferred Entities due date for filing such Tax Returns (other taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than Combined 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns) Returns not less than five Business Days before such Taxes are due, and Seller Purchaser shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to filed such Tax Returns and timely pay any Taxes shown to the extent Seller is liable for be due with such Taxes pursuant to Section 11.07Tax Returns.

Tax Returns. (ai) Seller The Buyer shall prepare (prepare, or cause to be prepared) (i) , all Tax Returns required to be filed by the Company or any of its Subsidiaries after the Transferred Entities or in respect of the Transferred Assets or the Business Closing Date with respect to taxable periods ending on or before the Closing Date (“any Pre-Closing Tax Returns”) and (ii) all Combined Tax ReturnsPeriod. Pre-Closing All such Tax Returns of the Transferred Entities shall be prepared on in a basis manner consistent with the past practices of the applicable Transferred Entity, except as practice (unless otherwise required by applicable Law. Seller ) and without a change of any election or any accounting method and shall deliver be submitted by the Buyer to Purchaser for its review and reasonable comment no less than the Sellers’ Representative (together with schedules, statements and, to the extent requested by the Sellers’ Representative, supporting documentation) at least thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after of such Tax Return. If the Closing Date and Seller shall consider in good faith Sellers’ Representative objects to any reasonable written comments that Purchaser submits to Seller no later than item on any such Tax Return, it shall, within ten (10) days following the after delivery of such Tax Return, notify the Buyer in writing that it so objects, specifying with reasonable 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, the Buyer and the Sellers’ Representative shall negotiate in good faith and use commercially reasonable efforts to resolve such items. If the Buyer and the Sellers’ Representative are unable to reach such agreement within ten (10) days after receipt by the Buyer of such notice, the disputed items shall be resolved by the Accounting Expert and any determination by the Accounting Expert shall be final. If the Accounting Expert is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by the Buyer and then amended to reflect the Accounting Expert’s resolution. The costs, fees and expenses of the Accounting Expert (and the cost of so amending any such Tax Returns) shall be borne equally by the Buyer, on the one hand, and the Sellers in proportion to their Pro Rata Portion, on the other hand. Except to the extent otherwise included in the calculation of Closing Date Working Capital or Indebtedness (in each case as finally determined pursuant to Section 2.03), the Sellers shall bear the responsibility (in proportion to their Pro Rata Allocation) for the Taxes shown as due on all such Tax Returns for all periods (or portions thereof allocated to the Sellers by the Sellers’ Representative) through the end of the Closing Date. The preparation and filing of any Tax Return of the Company or any of its Subsidiaries that does not relate to a Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment Period shall be satisfied if Seller pays to Purchaser exclusively within the amount control of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07Buyer.

Tax Returns. (a) Seller shall timely prepare (and file or cause to be prepared) (i) timely prepared and filed with the appropriate Tax Authorities all U.S. federal and state income Tax Returns of the Transferred Entities required to be filed by or in respect of the Transferred Assets or the Business with respect to the Company or any Company Subsidiary, as applicable, for any taxable periods period ending on or before prior to the Closing Date (“Pre-Closing Tax Returns”) Date, and (ii) shall pay all Combined Tax Returnssuch Taxes that are Consolidated Taxes or Taxes that are the responsibility of Seller pursuant to Section 5.1(a), and the Company or applicable Company Subsidiary shall pay the remainder of such Taxes. Pre-Closing All such Tax Returns of the Transferred Entities shall be prepared on in a basis manner consistent with the most recent past practices of the applicable Transferred Entitypractice, except as otherwise required by applicable Law. Seller The Company shall deliver timely prepare and file or cause to Purchaser be timely prepared and filed with the appropriate Tax Authorities all other Tax Returns required to be filed with respect to the Company or any Company Subsidiary, as applicable, and to the extent such Tax Returns are for its review Pre-Closing Tax Periods, such Tax Returns shall be prepared on a basis consistent with past practice and reasonable comment no less than thirty prior Tax reporting positions (30) except as otherwise required by applicable Law), and from and after the Closing Date the Company shall provide Seller, at least 30 calendar days prior to the applicable deadline for filing deadline (taking into account applicable extensions) any Pre-Closing such Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Period, a copy of the Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) for Seller’s review and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returnscomment. Seller shall pay (or cause have 10 Business Days to be paid, which payment shall be satisfied if Seller pays to Purchaser provide the amount Company with a statement of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due any disputed items with respect to such Tax Returns Return. If the disputed items are not resolved by Seller and the Company within 5 calendar days following Seller’s submission of its statement of disputed items, the matter shall be submitted to one or more tax experts at the Accounting Firm who shall be directed to, within 10 calendar days after such submission, render a decision with respect to all matters in dispute, and such decision shall be final, binding and conclusive on the parties hereto. The fees and disbursements of the Accounting Firm shall be shared equally by Seller and the Company. Seller shall pay to the applicable Company Subsidiary, no later than two Business Days prior to the due date therefor, all Taxes of such Company Subsidiary shown as due on any Tax Return not described in the first sentence of this Section 5.3(a) or payable with any applicable extension to the extent Seller is liable for such Taxes pursuant are attributable to Section 11.07the Pre-Closing Tax Period and not accrued as a current tax payable in the Closing Working Capital as finally determined.

Tax Returns. (a) Except as provided in Section 7.4 hereof, Seller shall prepare (at its own expense) prepare, or cause to be prepared) , and file or cause to be filed, when due, (i) all Tax Returns for any Affiliated Group of the which any Transferred Entities FH Company or in respect Closing Subsidiary is a member that also includes Seller or any of the Transferred Assets its Subsidiaries or the Business with respect to taxable periods ending on or before the Closing Date (“Pre-Closing Tax Returns”) and Affiliates), (ii) all Combined Tax Returns. Pre-Closing Returns of the FH Asset Sellers, (iii) all income Tax Returns of the Transferred Entities FH Companies and Closing Subsidiaries for any Pre-Closing Tax Period (other than a Straddle Period), and (iv) all other Tax Returns of the Transferred FH Companies and Closing Subsidiaries required to be filed (taking into account extensions) prior to the Closing Date. Buyer shall and shall cause the Transferred FH Companies and their Closing Subsidiaries to cooperate with, and take any action reasonably requested by, Seller with respect to the preparation and filing of such Tax Returns. The immediately preceding sentence shall, in no way, be construed as limiting or otherwise modifying the rights and obligations of the parties under Section 7.6 hereof. With respect to any such Tax Returns filed after the Closing Date, such Tax Returns shall be prepared on in a basis manner consistent with the past practices practice of the applicable Transferred Entity, except as Seller and its Subsidiaries and their Affiliates unless otherwise required by applicable Law. , and Seller shall deliver provide drafts of such Tax Returns (or in the case of Tax Returns of an Affiliated Group, pro forma versions of such Tax Returns reflecting only the items of the Transferred FH Companies and Closing Subsidiaries) to Purchaser Buyer at least forty-five (45) days prior to the due date for its filing such Tax Returns in the case of income Tax Returns, and in such period of time prior to filing as Seller shall reasonably determine to be practicable in the case of other Tax Returns. Buyer shall provide any comments to Seller with respect to such Tax Returns within fifteen (15) days of Buyer’s receipt thereof (or as soon as reasonably practicable if such Tax Return was provided for review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date filing), and Seller shall consider in good faith any incorporate all reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07provided by Buyer.

Tax Returns. (a) Seller shall The Acquired Companies shall, at the Acquired Companies’ expense, prepare (or cause to be prepared) (i) prepared and file or cause to be filed all Tax Returns of for the Transferred Entities or in respect of the Transferred Assets or the Business with respect to taxable Acquired Companies for all periods ending on or before the Closing Date (“Pre-and which are due on or before the Closing Tax Returns”) Date, and (ii) the Acquired Companies shall pay or cause to be paid all Combined Tax ReturnsTaxes with respect to such periods. Pre-Closing The Buyer shall, at the Buyer’s expense, prepare or cause to be prepared and file or cause to be filed all Tax Returns of for the Transferred Entities Company for all periods ending on or prior to the Closing Date and which are due after the Closing Date. All Tax Returns referred to herein shall be prepared on a basis consistent in accordance with the past practices of the applicable Transferred EntityCompany at least fifteen (15) Business Days before they are due. The Buyer shall permit the Selling Parties’ Representative a reasonable period of time, except as otherwise required by applicable Law. Seller shall deliver but not less than fifteen (15) Business Days, to Purchaser for its review and reasonable comment no less than thirty (30) days on each such Tax Return prior to filing. The Buyer and the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller Surviving Corporation shall consider in good faith any reasonable written comments that Purchaser submits changes to Seller no later than ten (10) days following the delivery of each such Pre-Closing Tax Return to Seller such Pre-Closing Tax Returnthat are reasonably requested by the Selling Parties’ Representative. Purchaser The Buyer shall timely file (prepare or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) prepared and Seller shall timely file (or cause to be timely filed) filed all Pre-Closing Tax Returns with respect of the Acquired Companies for Tax periods that end after the Closing Date, including all Tax Returns for Straddle Periods, and the Buyer shall cause the Company to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such periods. The Buyer shall permit the Selling Parties’ Representative a reasonable period of time, but not less than fifteen (15) Business Days, to review and comment, prior to filing, on each Tax Return for a Straddle Period. The Buyer and the Surviving Corporation shall consider in good faith any changes to such Straddle Period Tax Returns that are reasonably requested by the Selling Parties’ Representative with respect to Taxes for which the extent Seller is liable for such Taxes Selling Parties would bear liability pursuant to Section 11.07this Agreement.

Tax Returns. (a) Seller As soon as reasonably practicable after the Closing, Clinigence and its Subsidiaries shall prepare (prepare, or cause to be prepared) (i) , all Tax Returns of the Transferred Entities or in respect of the Transferred Assets or the Business with respect Clinigence and its Subsidiaries required to taxable periods ending be filed under applicable Law on or before prior to the Closing Date (the “Clinigence Pre-Closing Tax Returns”) and shall be responsible for the timely filing (iitaking into account any extensions received from the relevant Tax Authorities) all Combined of such Tax Returns. Each such Clinigence Pre-Closing Tax Returns of the Transferred Entities Return shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as those prepared for prior taxable periods unless otherwise required by applicable Law. Seller Clinigence shall deliver to Purchaser provide iGambit with a copy of each such Tax Return for its review review, comment and reasonable comment approval no less than thirty twenty (3020) days prior to the applicable filing deadline earlier of the due date (taking into account applicable extensionsvalid extensions thereto) any for such Tax Return, Clinigence shall revise such Tax Returns to reflect iGambit’s reasonable comments, and Clinigence shall timely file the foregoing unless iGambit withholds its consent thereto, which consent shall not be unreasonably withheld, conditioned or delayed. Clinigence stockholders shall be responsible for the payment of all Taxes shown to be due or that may come to be due on such Clinigence Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after Returns. At the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following time of the delivery filing of such the Clinigence Pre-Closing Tax Return Returns, Clinigence shall contemporaneously deliver to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) iGambit an executed copy of all such Pre-Closing final Tax Returns due after the Closing Date (including applicable extensions) along with respect to the Transferred Entities (other than Combined copies of payments submitted with those Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07.

Tax Returns. (a) Seller Parent shall prepare (or cause to be prepared) (i) all responsible for preparing any Tax Returns of the Transferred Entities or in respect of the Transferred Assets or the Business with respect to the Company and the Seller Entities for any taxable periods year that ends on or prior to the Closing Date. All such Tax Returns shall be prepared in accordance with past practice and custom of the Company and the Seller Entities. The Buyer shall be responsible for preparing any Tax Returns with respect to the Company and the Seller Entities for any Straddle Periods and for taxable years beginning and ending after the Closing Date. For any Tax Return filed by Parent after the Closing Date, Parent shall make such Tax Returns available for review by the Buyer no less than 15 days in advance of the due date for filing such Tax Returns, and shall cause any reasonable comments of the Buyer to be reflected in such Tax Return, and Buyer and Parent shall work together to resolve any disagreement regarding the Tax Returns; provided, however, that if any disagreements are not resolved prior to the due date of a Tax Return, such Tax Return shall be filed as prepared by Parent and such disagreement shall be resolved by the Firm and any determination of the Firm will be final. Parent shall pay to Buyer on or before the due date of such Tax Return any Tax Liability shown as due thereon, but only to the extent such Tax Liability exceeds the amount of such Tax Liability included in the determination of Net Working Capital and taken into account as an adjustment to the purchase price hereunder. For all Straddle Period Tax Returns, Buyer shall make such Tax Returns available to Parent no less than 15 days in advance of the due for filing such Tax Returns, together with a statement showing the computation of the Tax Liability of the Company or Seller Entities (as the case may be) for the portion of the Straddle Period ending on or before the Closing Date (the “Pre-Closing Tax ReturnsPeriod”) and (ii) all Combined Tax Returns. Pre-Closing Tax Returns for the portion of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due Straddle Period ending after the Closing Date (including applicable extensions) with respect the “Statement”). Buyer shall cause any reasonable comments of Parent to be reflected in such Tax Return. Parent shall pay to Buyer on or before the due date of the Straddle Period Tax Return any Tax Liability attributable to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect Period reflected on the Statement to Buyer, but only to the Transferred Assets and all Combined extent such Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser Liability for the Pre-Closing Tax Period exceeds the amount of Taxes due for a such Tax return that Purchaser is responsible for filing Liability included in the determination of Net Working Capital and taken into account as an adjustment to the purchase price hereunder) all Taxes due with respect to . In the event of any disagreement between the Buyer and Parent regarding such Tax Returns or the Statement, such disagreement shall be resolved by the Firm and any such determination by the Firm shall be conclusive and final. The fees and expenses of the Firm shall be borne equally by the Buyer and Parent. Unless otherwise required by Applicable Law, Buyer shall not amend any Tax Return of the Seller Entities or the Company for any taxable period ending on or prior to the extent Closing Date or amend or revoke any Tax elections of the Seller is liable Entities or the Company if such amendment or revocation would impact the Tax Liability of the Seller Entities or the Company for any such Taxes pursuant to Section 11.07taxable periods.

Tax Returns. (ai) Seller shall prepare (or shall cause to be prepared) (i) all prepared any Tax Returns of the Transferred Entities Return that is required to be filed by or in respect of the Transferred Assets or the Business with respect to an Acquired Company or its Subsidiaries for any taxable periods ending period that ends on or before the Second Closing Date (a “Pre-Closing Tax ReturnsReturn”). Seller shall (x) and (ii) all Combined Tax Returns. prepare such Pre-Closing Tax Returns of the Transferred Entities shall be prepared on in a basis manner consistent with the past practices Tax accounting practices, methods, elections and conventions of the relevant entity and in compliance with applicable Transferred EntityLaws, except as otherwise required by applicable Law. Seller shall and (y) deliver to Purchaser Buyer for its review and reasonable comment no less than a copy of any such Pre-Closing Tax Return required to be filed after the Second Closing at least thirty (30) days prior to the applicable filing deadline due date thereof (taking into account applicable any extensions) and Seller shall reflect on such Pre-Closing Tax Returns all reasonable comments received from Buyer not later than fifteen (15) days before the due date thereof (taking into account any extensions). Seller shall timely file or cause to be timely filed any Pre-Closing Tax Return with respect that is required to a Transferred Entity be filed (other a Combined Tax Return) that has a due date (including applicable taking into account any extensions) after on or before the Second Closing Date and Date. Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (deliver, or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect delivered, to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) Buyer all Pre-Closing Tax Returns with respect that are required to be filed after the Second Closing Date at least five (5) days prior to the Transferred Assets due date for filing such Tax Returns (taking into account any extensions), together with payment by Seller of the amount of any Taxes shown as due thereon (other than to the extent a liability or reserve for such Taxes was reflected in the calculation of the Final Acquired Companies’ Indebtedness or the Final Closing Net Working Capital), and all Combined Tax Returns. Seller Buyer shall pay (timely file or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to timely filed such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07Returns.

Tax Returns. (a) Seller Sellers shall prepare (and file, or cause to be prepared) prepared and filed all Tax Returns (i) of Sellers that include the Business or the Transferred Assets for all taxable periods (or portions thereof) ending on or prior to the Closing Date, (ii) of any Transferred Entity for any taxable period ending on or prior to the Closing Date and (iii) that are Consolidated Tax Returns. Such Tax Returns shall be timely prepared in a manner consistent with past practice except to the extent otherwise required by applicable Tax Law and filed at Sellers’ expense (taking into account any extension of the Transferred Entities or a required filing date), and all Taxes shown as due thereon will be timely paid by Sellers. Other than in respect of a Consolidated Tax Return, (x) 30 days prior to filing any income Tax Return with respect to any Straddle Period and (y) ten days prior to the filing of a non-income Tax Return with respect to any Straddle Period, Sellers shall deliver a draft thereof to Purchaser for Purchaser’s review and comment. Purchaser shall have ten Business Days to provide Chemtura with a statement of any disputed items with respect to such Tax Return. If the disputed items are not resolved by Chemtura and Purchaser within five days following Purchaser’s submission of its statement of disputed items, the matter shall be submitted to the Accountant who shall be directed to, within ten days after such submission, render a decision with respect to all matters in dispute, and such decision shall be final, binding and conclusive on the parties hereto. The fees and disbursements of such accounting firm shall be shared equally by Chemtura and Purchaser. Purchaser shall prepare and file, or cause to be prepared and filed, all other Tax Returns that are required to be filed with respect to the Business, the Transferred Assets or the Business Transferred Entities. At least (x) 30 days prior to filing any income Tax Return with respect to taxable periods ending on or before the Closing Date (“Pre-Closing Tax Returns”) any Straddle Period and (iiy) all Combined Tax Returns. Pre-Closing Tax Returns of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) ten days prior to the applicable filing deadline (taking into account applicable extensions) of a non-income Tax Return with respect to any Straddle Period, Purchaser shall deliver a draft thereof to Chemtura for Chemtura’s review and comment. Chemtura shall have ten Business Days to provide Purchaser with a statement of any disputed items with respect to such Tax Return. If the disputed items are not resolved by Chemtura and Purchaser within five days following Chemtura’s submission of its statement of disputed items, the matter shall be submitted to the Accountant who shall be directed to, within ten days after such submission, render a decision with respect to all matters in dispute, and such decision shall be final, binding and conclusive on the parties hereto. The fees and disbursements of such accounting firm shall be shared equally by Chemtura and Purchaser. Purchaser shall not file or cause or permit any Transferred Entity to file any amended Tax Return after the Closing Date with respect to any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after Period without the Closing Date and Seller shall consider in good faith any reasonable prior written comments that Purchaser submits to Seller no later than ten (10) days following the delivery consent of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paidChemtura, which payment consent shall not be satisfied unreasonably withheld, conditioned or delayed if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser such amendment is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07required by applicable Law.

Tax Returns. (ai) Seller Sellers shall prepare (or cause to be prepared) (i) prepared all Tax Returns of required to be filed by, with respect to or that include the Transferred Entities or in respect of the Transferred Assets or the Business Company with respect to taxable periods of the Company ending on or before the Closing Date (the “Pre-Closing Separate Tax Returns”) ), and (ii) all Combined Tax Returns. such Pre-Closing Separate Tax Returns of Returns, to the Transferred Entities extent they relate to the Company, shall be prepared on a basis consistent with the past practices of the applicable Transferred Entityand this Agreement, except as otherwise required by applicable Law. Seller Sellers shall deliver file or cause to Purchaser for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) any be filed all Pre-Closing Separate Tax Return with respect Returns that are required to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after be filed on or before the Closing Date and Seller Sellers shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (pay, or cause to be paid, which payment all such Taxes shown as due on such Tax Returns. Buyer shall file or cause to be filed all Pre-Closing Separate Tax Returns for the Company that are prepared by Sellers pursuant to the first sentence of this Section 12.9(b)(i) that are due after the Closing Date and, subject to the other provisions in this Agreement, shall pay or cause to be paid all Taxes shown as due on such Pre-Closing Separate Tax Returns, provided that neither Buyer nor the Company shall be satisfied required to sign or file any Tax Return (i) not prepared in accordance with this Agreement or (ii) if Seller pays it reasonably determines that there is not substantial authority supporting each material position reflected on such Tax Return (or such higher standard as may be required under applicable state, local or foreign Law to Purchaser avoid the imposition of penalties) and, provided, further, that signing and filing a Tax Return in accordance with the foregoing provision shall not be considered an acknowledgement that such Tax Return complies with the requirements of this Agreement. Sellers shall pay to Buyer no later than three (3) business days prior to the due date for filing any Pre-Closing Separate Tax Return referenced in the preceding sentence, the amount of Taxes shown as due on such Pre-Closing Separate Tax Returns. Sellers shall provide Buyer a copy of each such Pre-Closing Separate Tax Return for its review and comment a Tax return that Purchaser is responsible for filing hereunderreasonable number of days prior to the due date (including any applicable extension) all Taxes due with respect to of such Tax Returns Return, and Sellers shall reasonably consider any written comments of Buyer received prior to filing such Pre-Closing Separate Tax Return. If the extent Seller Company is liable for permitted under any applicable income Tax Law to treat the Closing Date as the last day of the taxable period in which the Closing occurs, Buyer and Sellers shall treat (and shall cause their respective Affiliates to treat) the Closing Date as the last day of such Taxes pursuant to Section 11.07taxable period.

Tax Returns. (a) Seller The Purchaser shall prepare (and file or cause to be prepared) (i) prepared and filed all Tax Returns of the Transferred Entities or in respect of the Transferred Assets or the Business with respect to taxable periods Company and its Subsidiaries for any Taxable period ending on or before the Closing Date and that portion of any Straddle Period ending on the Closing Date (together, a “Pre-Closing Tax ReturnsPeriod”) and (ii) that are filed after the Closing Date and, subject to the indemnification obligations hereunder, shall pay or cause to be paid all Combined Taxes due with respect to such Tax Returns. Pre-Closing ; provided that, with respect to any income Tax Returns of the Transferred Entities Company its Subsidiaries for any Taxable period (or portion thereof) ending on or before the Closing Date that reflects a Tax for which the Seller may be liable, the Purchaser shall be prepared on a basis prepare such Tax Returns consistent with the past practices of the applicable Transferred Entity, except as practice unless otherwise required by applicable Law. Seller Law and Purchaser shall deliver a draft of such Tax Return to Purchaser for its review and reasonable comment no less than the Seller at least thirty (30) days prior to the applicable filing deadline due date thereof (taking into account applicable extensions) any Pre-Closing extensions of the due date), and the Purchaser shall allow the Seller to comment on such Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written all comments made by the Seller that are received by the Purchaser submits to Seller no later than at least ten (10) days following prior to the delivery due date of such Tax Return (taking into account any extensions of the due date). “Straddle Period” means any Tax period beginning on or before the Closing Date and ending after the Closing Date. With respect to Taxes of the Company its Subsidiaries relating to a Straddle Period, the portion of any Tax that is allocable to the Pre-Closing Tax Return to Seller Period will be determined as follows: (i) in the case of real property Taxes, personal property Taxes and similar ad valorem Taxes, the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax ReturnPeriod and the denominator of which is the number of calendar days in the entire Straddle Period, and (ii) in the case of all other Taxes, determined as though the taxable year of the Company and its Subsidiaries terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property purchased by the Purchaser and placed in service after the Closing, shall be allocated on a per diem basis. Purchaser shall timely file (or cause The parties hereto agree to be timely filed) all such Pre-Closing deduct the Transaction Tax Returns due after Deductions on the Closing Date (to the maximum extent permitted by applicable Law and shall file all Tax Returns consistently therewith. In the event of any disagreement over the application of this Section 10.02(a), including applicable extensions) with respect to the Transferred Entities (other than Combined deductibility of any Transaction Tax Returns) and Seller shall timely file (Deductions or cause to be timely filed) all Pre-Closing Tax Returns with respect the amount or timing of any payment to the Transferred Assets and all Combined Tax Returns. Seller Seller, the Valuation Firm shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser resolve such dispute in accordance with the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to principles set forth in Section 11.071.04.

Tax Returns. (a) Seller The Tax Matters Member shall prepare (or cause to be preparedprepared and timely file (on behalf of the Company) all federal, state and local tax returns required to be filed by the Company. Each Member shall furnish to the Tax Matters Member all pertinent information in its possession relating to the Company’s operations that is necessary to enable the Company’s tax returns to be timely prepared and filed. The Tax Matters Member shall prepare or cause to be prepared the Company’s federal income tax return (including Schedules K-1) (i) all the “Tax Returns of the Transferred Entities or in respect of the Transferred Assets or the Business with respect to taxable periods ending on or before the Closing Date (“Pre-Closing Tax ReturnsReturn”) and (ii) all Combined Tax Returns. Pre-Closing Tax Returns of the Transferred Entities shall be prepared on a basis consistent with the past practices tax assumptions contained in the Base Case Model, subject to Applicable Law (a “Consistent Return”). The Tax Matters Member shall use commercially reasonable efforts to (a) furnish to the Members, by no later than March 15th of each year, preliminary drafts of the applicable Transferred EntitySchedules K-1 proposed to be delivered to the Members and filed by the Company with its Tax Return, except as otherwise required and (b) furnish to the Members, by applicable Law. Seller no later than June 15th of each year, the Tax Return proposed to be filed by the Company, which proposed Tax Return shall deliver in any event be furnished to Purchaser for its review and reasonable comment the Members by the Tax Matters Member no less than thirty forty-five (3045) days Days prior to the applicable filing deadline date (taking into account applicable extensionsas extended) any Pre-Closing on which the Tax Matters Member intends to file the Tax Return. In the event that the Tax Matters Member anticipates furnishing to the Members a Tax Return with respect to that is not a Transferred Entity (other a Combined Consistent Return, the Tax Return) that has a due date (including applicable extensions) after Matters Member shall notify the Closing Date and Seller shall consider Members in good faith any reasonable written comments that Purchaser submits to Seller writing no later less than ten (10) days following Days prior to the delivery date on which it intends to furnish such Tax Return that such Tax Return will not be a Consistent Return other than inconsistencies solely relating to variances in the productions of a Wind Farm; provided, with respect to an inconsistency in a Tax Return that is not a Consistent Return that is not objected to by a Minority of the Class A Members, the Managing Member shall not have to give notice of such Pre-Closing inconsistency in advance of future Tax Returns. If a Tax Return is a Consistent Return, the consent of the Members shall be deemed to have been given, subject to any objection by a Member on account of a manifest mathematical error. If such Tax Return is not a Consistent Return, it will be deemed approved by the Members unless (x) if such Tax Return relates to the period prior to and including the year in which the Flip Point occurs, the Minority of Class A Members or the Class B Member, or (y) in all other cases, the Required Voting Percentage, notify the Tax Matters Member in writing of their disapproval within twenty (20) Days of their receipt of such Tax Return. If a Tax Return is timely disapproved by the Members, the Tax Matters Member shall submit such Tax Return, together with copies of all relevant workpapers used in preparation thereof, to a nationally recognized firm (other than the Certified Public Accountant) of independent public accountants reasonably satisfactory to the Majority of all Members, as independent expert, for determination of any disputed matter raised by the Members disapproving such Tax Return, and the completion of the final Tax Return. The determination of such independent expert, and the Tax Return as completed by such expert, shall be final and binding on the Members, and the Tax Matters Member shall cause such final Tax Return to Seller such Pre-Closing Tax Returnbe filed. Purchaser The Company shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after bear the Closing Date (costs of the preparation and filing of its returns, including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to fees of the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07independent expert.

Tax Returns. (a) Seller shall prepare (and timely file or shall cause to be prepared) prepared and timely filed (i) all any Tax Returns Return of a member of the Transferred Entities Seller Group or in respect of an Affiliated Group that includes any member of the Transferred Assets Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or the Business with respect to any member of the Alkali Group for any taxable periods ending period that ends on or before the Closing Date (a “Pre-Closing Separate Tax ReturnsReturn”) and (ii) all ). Seller shall timely file or cause to be timely filed any Combined Tax Returns. Return and any Pre-Closing Separate Tax Returns of Return that is required to be filed on or before the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable LawClosing Date (taking into account any extensions). Seller shall deliver deliver, or cause to be delivered, to Purchaser for its review and reasonable comment no less than all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least thirty (30) days prior to the applicable due date for filing deadline such Tax Returns (taking into account applicable any extensions) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within fifteen (15) days of receipt of any such Pre-Closing Separate Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider incorporate in good faith any reasonable written comments that received from Purchaser submits and Seller and Purchaser shall cooperate to Seller no later than ten (10) days following the delivery of such resolve any remaining disagreement. Purchaser shall not amend or revoke Pre-Closing Separate Tax Return Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s reasonable request, Purchaser shall file, or cause to Seller such be filed, amended Pre-Closing Separate Tax ReturnReturns. Purchaser shall timely file provide (or cause to be timely filedprovided) all such Pre-Closing to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to described in this Section 11.078.4(a).

Tax Returns. (a) Seller shall prepare and timely file (or cause to be preparedprepared and filed) (i) all Tax Returns of the Transferred Entities required to be filed by or in respect of the Transferred Assets or the Business with respect to taxable periods ending the Company and its Subsidiaries on or before prior to the Closing Date (“Pre-Closing Tax Returns”) and (ii) all Combined Tax Returns. Pre-Closing consolidated, combined or unitary Tax Returns of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) days prior that include or relate to the applicable filing deadline (taking into account applicable extensions) Company and any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returnsits Subsidiaries. Seller shall pay (or shall cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) paid any and all Taxes due with respect to such Tax Returns. All such Tax Returns shall be prepared in a manner consistent with prior practice, unless otherwise required by Law. With respect to any Tax Returns referred to in clause (i) above, Seller shall provide Purchaser with copies of completed drafts of the Tax Returns described above at least forty-five (45) days prior to the extent due date thereof (including extensions), along with supporting workpapers. Purchaser shall provide Seller is liable with comments no later than fifteen (15) days before the respective due date of such Tax Returns. Seller shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Seller and Purchaser shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that the parties are unable to resolve any dispute with respect to such Taxes Tax Returns at least ten (10) days prior to the due date for filing, such dispute shall be resolved pursuant to Section 11.076.1(c), which resolution shall be binding on the parties. With respect to any Tax Return referred to in clause (ii) above, Seller shall provide Purchaser with the portion of such Tax Returns relating to the Company and any of its Subsidiaries at least forty-five (45) days prior to the due date thereof (including extensions) along with supporting workpapers. Purchaser shall provide Seller with comments no later than fifteen (15) days before the respective due date of such Tax Returns. Seller shall consider in good faith any revisions suggested by Purchaser.

Tax Returns. (a1) Seller Parent shall prepare (or shall cause to be preparedprepared (x) (i) all any combined, consolidated or unitary Tax Returns Return that includes any member of the Transferred Entities Parent Group, on the one hand, and any Acquired Company or in respect of Newco, on the Transferred Assets other hand (a “Combined Tax Return”), and (y) any Tax Return (other than any Combined Tax Return) that is required to be filed by or the Business with respect to any Acquired Company or Newco for any taxable periods ending period that ends on or before the Closing Date (a “Pre-Closing Separate Tax ReturnsReturn”) and (ii) all Combined Tax Returns). Parent shall timely file or cause to be timely filed any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions) and any Combined Tax Return. Parent shall deliver, or cause to be delivered, to Buyer all Pre-Closing Separate Tax Returns of that are required to be filed after the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty Closing Date at least fifteen (3015) days prior to the applicable due date for filing deadline such Tax Returns (taking into account applicable 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 Return with respect Returns (or any notification or election relating thereto) without the prior written consent of Parent. At Parent’s request, Buyer shall file, or cause to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such be filed, amended Pre-Closing Separate Tax Return to Seller such Pre-Closing Tax ReturnReturns. Purchaser Buyer shall timely file promptly provide (or cause to be timely filedprovided) all such Pre-Closing to Parent any information reasonably requested by Parent to facilitate the preparation and filing of any Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to described in this Section 11.075.16(a)(1).

Tax Returns. (ai) Seller Sellers shall prepare (or cause to be prepared) (i) prepared all Tax Returns required to be filed by, with respect to or that include any of the Transferred Entities or in respect of the Transferred Assets or the Business Companies with respect to taxable periods of the Companies ending on or before the Closing Date (the “Pre-Closing Separate Tax Returns”) ), and (ii) all Combined Tax Returns. such Pre-Closing Separate Tax Returns Returns, to the extent they relate to any of the Transferred Entities Companies, shall be prepared on a basis consistent with the Companies’ past practices of the applicable Transferred Entityand this Agreement, except as otherwise required by applicable Law. Seller Sellers shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) filed all Pre-Closing Separate Tax Returns with respect that are required to be filed on or before the Transferred Assets Closing Date, and all Combined Tax Returns. Seller Sellers shall pay (pay, or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of all such Taxes shown as due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to on such Tax Returns to Returns. To the extent Seller Buyer is liable for such Taxes under Section 8.9, Buyer shall promptly reimburse Sellers. Buyer shall file or cause to be filed all Pre-Closing Separate Tax Returns for the Companies (to the extent such Tax Returns need to be filed by the Companies) that are prepared by Sellers pursuant to the first sentence of this Section 11.0711.8(b)(i) that are due after the Closing Date and, subject to the other provisions in this Agreement, shall pay or cause to be paid all Taxes shown as due on such Pre-Closing Separate Tax Returns. Sellers shall pay to Buyer no later than three (3) Business Days prior to the due date for filing any Pre-Closing Separate Tax Return referenced in the preceding sentence, the amount of Taxes shown as due on such Pre-Closing Separate Tax Returns, except to the extent the amount shown represents Taxes for which Buyer is liable under Section 8.9 or to the extent such Taxes were taken into account in the determination of the Estimated Closing Payment or Final Closing Payment. Sellers shall provide Buyer a copy of each such Pre-Closing Separate Tax Return, other than any consolidated or combined Tax Return which Parent is responsible for filing, for its review and comment a reasonable number of days prior to the due date (including any applicable extension) of such Tax Return, (which reasonable time period shall in no event be less than ten (10) Business Days), and Sellers shall reasonably consider any written comments of Buyer received prior to filing such Pre-Closing Separate Tax Return. If the Companies are permitted under any applicable income Tax Law to treat the Closing Date as the last day of the taxable period in which the Closing occurs, Buyer and Sellers shall treat (and shall cause their respective Affiliates to treat) the Closing Date as the last day of such taxable period.

Tax Returns. (a) The Seller Parties shall prepare (or cause to be prepared) prepared (i) all Tax Returns for the Company (after taking into account all appropriate extensions) due on or prior to the Closing Date and (ii) IRS Form 1120S (and the similar form or forms for state and local income Tax purposes) of the Transferred Entities or Company for all Pre-Closing Tax Periods (“Seller Prepared Returns”). The Buyer and the Company shall cooperate with the Seller Parties in respect preparing the Seller Prepared Returns, including providing records and information which are reasonably relevant to such Seller Prepared Returns, making employees and third-party advisors available on a mutually convenient basis to provide additional information and explanation of any material provided. The Seller Prepared Returns shall be prepared in a manner consistent with the past practice of the Transferred Assets Company, except as otherwise required by applicable Tax Law or changes in facts. At least thirty (30) days prior to the Business due date thereof (taking into account any extensions thereof), Seller Parties shall provide the Buyer with drafts of any such Seller Prepared Returns that are Income Tax Returns for Buyer’s review and comment. With respect to any such Tax Returns that are not Income Tax Returns, at least fifteen (15) days prior to the due date thereof (taking into account any extensions thereof) Seller Parties will provide the Buyer with drafts of such Tax Returns for Buyer’s review and comment. Seller Parties shall timely file all such Seller Prepared Tax Returns. For avoidance of doubt, this Section 11.1 shall apply to any Tax Returns filed or issued with respect to taxable periods ending on any Pre-Closing Tax Period of the Company. The Buyer, at its sole cost and expense, shall cause the Company to prepare and timely file all Tax Returns (other than Seller Prepared Returns) of the Company due after the Closing Date or before overdue as of the Closing Date (the “Buyer Prepared Returns”). To the extent that a Buyer Prepared Return relates to a Pre-Closing Tax Returns”) and (ii) all Combined Period or a Straddle Period, such Tax Returns. Pre-Closing Tax Returns of the Transferred Entities Return shall be prepared on a basis consistent with the past practices practice of the applicable Transferred EntityCompany, except as otherwise required by applicable LawTax Law or changes in facts. Seller shall deliver to Purchaser for its review and reasonable comment no less than At least thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) due date of any Buyer Prepared Return that is an Income Tax Return and shows an Indemnified Tax or that relates to a Pre-Closing Tax Period or Straddle Period, the Buyer shall provide a draft of such Tax Return with to the Seller Parties for the Seller Parties’ review and comment. With respect to any Buyer Tax Return that is not an Income Tax Return and shows an Indemnified Tax or that relates to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Period or Straddle Period, at least fifteen (15) days prior to the due date of such Tax Return the Buyer shall provide a draft of such Tax Return to Seller Parties for the Seller Parties’ review and comment. The Buyer shall cause the Company to incorporate any reasonable comments made by the Seller Parties within five (5) days of receipt of such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely draft Buyer Prepared Return in the Buyer Prepared Return actually filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07.

Tax Returns. (a) Seller The Sellers’ Representative shall prepare (or cause to be prepared) (i) , and timely file, or cause to be timely filed, all income Tax Returns of for the Transferred Entities or in respect of Acquired Companies required to be filed after the Transferred Assets or the Business Closing Date with respect to taxable periods any Tax period ending on or before the Closing Date (a “Pre-Closing Tax ReturnsPeriod”) and (ii) all Combined Tax Returns). Pre-Closing All such income Tax Returns of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, practice (except as otherwise required by applicable Applicable Law) and without a change of any election or any accounting method. Seller shall deliver to Purchaser for its review and reasonable comment no less than At least thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) on which any such income Tax Return to be prepared by the Sellers’ Representative is due, the Sellers’ Representative shall submit such income Tax Return (together with, to the extent reasonably requested by Purchaser, supporting documentation) to Purchaser for its review and comment. If Purchaser objects to any item of any such income Tax Return, Purchaser shall, within ten (10) days after delivery of such income Tax Return notify the Closing Date Sellers’ Representative in writing of such objection, specifying with particularity any such item and Seller stating the specific factual or legal basis for any objection. The Sellers’ Representative shall consider in good faith any all reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Returnchanges requested by Purchaser. Purchaser shall prepare or cause to be prepared, and timely file (file, or cause to be timely filed) , all such other Tax Returns for the Acquired Companies required to be filed after the Closing Date with respect to any Pre-Closing Tax Periods or Straddle Periods. All such Tax Returns due shall be prepared on a basis consistent with past practice (except as otherwise required by Applicable Law) and without a change of any election or any accounting method. At least thirty (30) days prior to the date (including extensions) on which any such Tax Return to be prepared by Purchaser is due, Purchaser shall submit such Tax Return (together with, to the extent reasonably requested by the Sellers’ Representative, supporting documentation) to the Sellers’ Representative for its review and comment. If the Sellers’ Representative objects to any item of any such Tax Return, the Sellers’ Representative shall, within ten (10) days after delivery of such Tax Return notify Purchaser in writing of such objection, specifying with particularity any such item and stating the specific factual or legal basis for any objection. Purchaser shall consider in good faith all reasonable changes requested by the Sellers’ Representative. With respect to any periods beginning before the Closing Date and ending after the Closing Date (including applicable extensions) with respect “Straddle Periods”), the portion of the Straddle Period that ends as of the Effective Time shall, notwithstanding anything to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to contrary, be timely filed) all treated as a Pre-Closing Tax Returns Period, and the allocation of Taxes shall be determined on an interim closing of the books as of the Effective Time, except for ad valorem Taxes and other Taxes due without regard to income, employment or receipts which shall be prorated on a daily basis. To the extent permitted by Applicable Law (and only to such extent), any deductions attributable to any of the Company Transaction Expenses, repayment of Closing Date Debt, any employee bonuses, severance payments, debt prepayment fees, capitalized debt costs, or any liabilities taken into account in the determination of Closing Date Net Working Capital shall be allocated to the Pre-Closing Tax Period ending on the day prior to the Closing Date. Purchaser shall not take any action, or allow the Acquired Companies to take any action, on the Closing Date that could increase the indemnification obligations of Sellers with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07Taxes.

Tax Returns. (a) 13.5.1 The Seller shall prepare (or cause have the right to review and comment on any tax returns to be prepared) filed by the Company for assessment periods which end prior to or on the Closing Date, except for such tax returns which already have been filed with the competent Tax Authority (the Relevant Tax Return). The Relevant Tax Returns have to be prepared in compliance with the applicable Tax laws and on a basis consistent with those prepared for prior tax assessment periods, unless applicable Tax laws require the deviation. The Purchaser shall (i) all provide or procure that the Lovoo Companies provide the Seller with the respective draft Relevant Tax Returns of the Transferred Entities or in respect of the Transferred Assets or the Business with respect to taxable periods ending on or before the Closing Date for review and approval (“Pre-Closing Tax Returns”which may not be unreasonably withheld) and (ii) all Combined grant access or procure that the Lovoo Companies grant access to the books and records to the extent relating to the Relevant Tax Returns. Pre-Closing Tax Returns returns to Seller and the counsel of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred EntitySeller’s choice in due course, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review each (i) and reasonable comment no less (ii) not later than thirty twenty (3020) days Business Days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined due date of the Relevant Tax Return) that has a due date (including applicable extensions) after . The consent of the Closing Date and Seller pursuant to this Clause 13.5.1 shall consider in good faith any reasonable be deemed to be granted if the Seller fails to deliver written comments that Purchaser submits to Seller no later than notice of its consent or instructions within ten (10) days following Business Days after the delivery date of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing the receipt of the respective drafts of the Relevant Tax Returns due after unless the Closing Date (including applicable extensions) with respect Seller has not been granted access to the Transferred Entities (other than Combined Tax Returns) books and Seller shall timely file (records or cause to be timely filed) all Pre-Closing not received copies of relevant documents upon its request and at its cost in due course. In the event that the Tax Returns with respect to are filed without reflecting the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paidcomments of the Seller, which payment claims of the Purchaser under Clause 13.2 shall be satisfied excluded only if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns and to the extent the Seller can prove that additional Taxes or other disadvantages result therefrom. This does not apply to the extent the Purchaser can prove that a filing or an amendment differing from the Seller’s comments or instructions under this Clause 13.5.1 is liable for such Taxes pursuant to Section 11.07required by mandatory law.

Tax Returns. (a) Seller Buyer shall prepare (or cause to be prepared) (i) , and timely file or cause to be timely filed, at Buyer’s expense, all Tax Returns of the Transferred Entities or in respect of Group Companies for all Pre-Closing Periods (such Tax Returns, the Transferred Assets or the Business with respect to “Pre-Closing Period Tax Returns”), and for all taxable periods ending on or which begin before and end after the Closing Date (“Pre-Closing Straddle Periods”) (such Tax Returns, “Straddle Period Tax Returns”) and (ii) all Combined Tax Returns). Pre-Closing Tax Returns of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except Except as otherwise required by applicable Law, Buyer shall prepare and file such Pre-Closing Period Tax Returns and Straddle Period Tax Returns in a manner consistent with the prior practices of the Group Companies. Buyer shall permit Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty on each Pre-Closing Period Tax Return and Straddle Period Tax Return at least fifteen (3015) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date for filing such Tax Return and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Returnchanges reasonably requested by Seller. Purchaser Buyer shall timely file (or cause to be timely filed) pay all Taxes due as reflected on such Pre-Closing Tax Returns due after and Straddle Period Returns. Except as otherwise required by applicable Law, all deductions related to Transaction Expenses, Indebtedness, or other amounts paid or accrued on or prior to the Closing Date (including applicable extensions) with respect shall be allocated to and reflected upon the Transferred Entities (other than Combined Pre-Closing Period Tax Returns) and Seller . Notwithstanding the foregoing Section 6.3(a), Buyer shall timely file (or cause be entitled to be timely filedreimbursed from the Indemnity Escrow Fund for (i) any reasonable out-of-pocket expenses incurred by Buyer in preparing and filing such Pre-Closing Period Tax Returns and Straddle Period Tax Returns, and (ii) payment of all Taxes due as reflected on such Pre-Closing Tax Returns with respect and, for the portion allocable to the Transferred Assets and all Combined Tax Pre-Closing Periods covered thereby, such Straddle Period Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07have not been taken into account in the calculation of Indebtedness, Net Working Capital or Transaction Expenses.

Tax Returns. (ai) Seller Sellers shall prepare (or cause to be prepared) (iA) any Combined Tax Return and (B) all Tax Returns of the Transferred Entities (other than any Combined Tax Return) that are required to be filed by or in respect of the Transferred Assets or the Business with respect to the Acquired Entities for taxable periods ending on or before the Closing Date (each Tax Return described in this clause (B), a “Pre-Closing Separate Tax ReturnsReturn”) and (ii) all Combined Tax Returns). For any Pre-Closing Separate Tax Returns of Return that is required to be filed after the Transferred Entities Closing Date, Sellers shall (x) prepare (or cause to be prepared on prepared) such Pre-Closing Separate Tax Return in a basis manner consistent with the past practices practice of the or with respect to any applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall Acquired Entity and (y) deliver to Purchaser Buyer for its review and reasonable comment no less than a copy of any such Pre-Closing Separate Tax Return at least thirty (30) days prior to the applicable filing deadline due date therefor (taking into account applicable extensions) or, in the case of any Pre-Closing Separate Tax Return with respect to a Transferred Entity Taxes other than Income Taxes, at least ten (other a Combined Tax Return10) that has a days prior to the due date therefor) (including applicable in each case taking into account any extensions). Buyer shall provide any comments on such Pre-Closing Separate Tax Return to Sellers within ten (10) after days of receipt of any such Pre-Closing Separate Tax Return (or, in the case of any Pre-Closing Date Separate Tax Return with respect to Taxes other than Income Taxes, within five (5) days of receipt thereof), and Seller Sellers shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of timely received from Buyer. Sellers shall revise such Pre-Closing Separate Tax Returns to reflect any comments received from Buyer which Sellers considered in good faith and with which Sellers agree and shall deliver, if applicable, a revised Pre-Closing Separate Tax Return to Seller Buyer, and solely to the extent any Tax shown on such revised Pre-Closing Separate Tax Return is a Tax for which Sellers would otherwise have an indemnification obligation pursuant to Section 5.16(h)(i) (for the avoidance of doubt taking into account Section 8.5 to the extent applicable), together with the payment of such Taxes as shown on any such Pre-Closing Separate Tax Return. Purchaser Buyer shall timely file or cause to be timely filed any Tax Returns required to be filed by Buyer and submit or cause to be submitted any payment due therewith. Except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state, local or non-U.S. Law), Buyer shall not amend or revoke any Combined Tax Return or any Pre-Closing Separate Tax Return (or any notification or election relating thereto) without the prior written consent of Sellers (such consent not to be unreasonably withheld, conditioned or delayed). At Sellers’ reasonable request, Buyer shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns; provided, however, that Sellers shall have the same obligation to prepare and Buyer shall have the same rights to review and comment on such amended Pre-Closing Separate Tax Returns as described in this paragraph for the original Pre-Closing Separate Tax Returns. Buyer shall use commercially reasonable efforts to provide (or cause to be timely filedprovided) all such Pre-Closing to Sellers any information reasonably requested by Sellers to facilitate the preparation and filing of any Tax Returns due after the Closing Date (including applicable extensions) with respect described in this Section 5.16(i)(i), and Buyer shall use commercially reasonable efforts to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file prepare (or cause to be timely filedprepared) such information in a manner and on a reasonable timeline requested by Sellers, which information and timeline shall be consistent with the past practice of the Acquired Entities, as applicable. Subject to Section 8.5 to the extent applicable, Sellers shall bear all Buyer’s reasonable costs and expenses of filing such amended Pre-Closing Separate Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes providing and preparing information as requested by Sellers pursuant to this Section 11.075.16(i)(i).

Tax Returns. (a) A. Except as provided in Section 4.4, Seller shall prepare and file (or cause to be preparedprepared and filed) (i) in a timely manner all Tax Returns of relating to the Transferred Entities or in respect of the Transferred Assets or the Business with respect to taxable periods ending Company for any Tax period that ends on or before the Closing Date. With respect to any Tax Return required to be filed hereunder by the Seller after the date of this Agreement, Seller shall provide Buyer with a copy of such completed Tax Return, at least 20 days prior to the due date (including any extension thereof) for the filing of such Tax Return, and Buyer shall have the right to review and comment on such Tax Return and statement within 10 days of receiving such Tax Return from Seller. Seller shall consider in good faith Buyer's comments in preparing the final version of such Tax Return that is filed. Except as provided in the Hotel Lease Agreement, Buyer shall prepare and file (or cause to be prepared and filed) in a timely manner all other Tax Returns relating to the Company for Tax periods ending after the Closing Date (“Pre-Closing Tax Returns”) and (ii) all Combined Tax Returnsincluding any Straddle Period). Pre-Closing Any such Tax Returns of prepared by Buyer shall, to the Transferred Entities shall extent permitted by applicable law, be prepared on a basis consistent with previous Tax Returns. With respect to any Tax Return required to be filed hereunder by the past practices Buyer after the Closing Date, and as to which an amount of Tax is allocable to Seller under Section 4.1 hereof, Buyer shall provide Seller with a copy of such completed Tax Return and a statement setting forth the applicable Transferred Entityamount of Tax shown on such Tax Return that is allocable to Seller pursuant to Section 4.1 hereof, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) at least 20 days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensionsany extension thereof) after for the Closing Date filing of such Tax Return, and Seller shall have the right to review and comment on such Tax Return and statement within 10 days of receiving such Tax Return from Buyer; provided, however, Buyer's failure to timely provide Seller with the foregoing draft Tax Returns and information shall not relieve Seller of its obligations under Section 4.1 unless Seller is materially prejudiced thereby. Buyer shall consider in good faith any reasonable written Seller's comments that Purchaser submits to Seller no later than ten (10) days following in preparing the delivery final version of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely that is filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07.

Tax Returns. (a) Seller shall prepare (or shall cause to be prepared) prepared (i) all any combined, consolidated or unitary Tax Returns Return that includes any member of the Transferred Entities Seller Group, on the one hand, and the Company or in respect any of its Subsidiaries, on the Transferred Assets other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or the Business with respect to the Company or any of its Subsidiaries for any taxable periods ending period that ends on or before the Closing Date (a “Pre-Closing Separate Tax ReturnsReturn”) and (ii) all Combined Tax Returns. Pre-Closing Tax Returns of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law). Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns due that are required to be filed after the Closing Date (including applicable extensions) with respect at least 30 days prior to the Transferred Entities due date for filing such Tax Returns (other taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than Combined 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns) Returns not less than five Business Days before such Taxes are due, and Seller Purchaser shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to filed such Tax Returns and timely pay any Taxes shown to the extent Seller is liable for be due with such Taxes pursuant to Section 11.07Tax Returns.

Tax Returns. (a) Seller shall prepare (or cause to shall, at its own expense, be prepared) responsible for preparing and filing (i) all Tax Returns of the Transferred Entities or in respect of Bank and the Transferred Assets or Subsidiaries (including, for this purpose, the Business with respect to taxable Excluded Subsidiaries) for all periods ending on or before prior to the Closing Date that are required to be filed on or prior to the Closing Date (taking into account any applicable extensions) (“Pre-Closing Bank Tax Returns”) and (ii) all Tax Returns that include the Bank or any Transferred Subsidiary, on the one hand, and Seller or any of its Affiliates other than the Bank and the Transferred Subsidiaries or the Excluded Subsidiaries, on the other hand (“Combined Tax Returns” and, together with the Bank Tax Returns, “Seller Tax Returns”). Pre-Closing All Seller Tax Returns of the Transferred Entities shall be prepared on a basis consistent with the past practices of Seller or its applicable Affiliate except to the applicable extent (i) failure to do so would not adversely affect Purchaser or any of its Affiliates (including the Bank and the Transferred Entity, except as Subsidiaries) or (ii) otherwise required by applicable a change in Law. Seller shall deliver deliver, or cause to be delivered, to Purchaser for its review and reasonable comment no less each Seller Tax Return (other than any Combined Tax Returns) at least thirty (30) calendar days prior to the applicable filing deadline due date thereof (taking into account applicable extensionsany extensions thereof) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after and shall reflect on the Closing Date and Seller shall consider in good faith filed return any reasonable written comments that received from Purchaser submits to Seller no later than ten in writing within twenty (1020) calendar days following the delivery of date such Pre-Closing Tax Return Returns are delivered by Seller to Purchaser. Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) filed all such Pre-Closing Seller Tax Returns and shall pay or cause to be paid any Taxes shown as due on such Seller Tax Returns. Purchaser shall prepare and file all Tax Returns of the Bank and the Transferred Subsidiaries that are not Seller Tax Returns (“Purchaser Tax Returns”) for periods ending on or prior to the Closing Date that are required to be filed after the Closing Date (including taking into account any applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (pay or cause to be timely filed) all Pre-Closing paid any Taxes shown as due on such Tax Returns (subject to Purchaser’s right to indemnification for Excluded Taxes). Purchaser Tax Returns for any Seller Tax Period or Straddle Period shall be prepared in a manner consistent with respect the past practices of the relevant entity except to the extent (i) failure to do so would not adversely affect Seller or any of its Affiliates (including the Bank and the Transferred Assets Subsidiaries), (ii) otherwise required by a change in Law, or (iii) Purchaser reasonably determines that a material position reflected on such Tax Return is not more likely than not to succeed, provided, that Purchaser shall provide Seller at least twenty (20) days to provide a written tax opinion, in form and all Combined substance reasonably acceptable to Seller, of a nationally recognized law firm or accounting firm experienced in Tax Returnsmatters, concluding that for such position is more likely than not to succeed, and Purchaser agrees notwithstanding the provisions of Section 5.9(c) to file such Tax Return in a manner consistent with such written tax opinion. No later than two (2) Business Days prior to the due date (taking into account extensions) for Purchaser filing any Tax Return pursuant to this Section 5.9(b), Seller shall, or shall cause its Affiliates to, pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the an amount of equal to any Excluded Taxes shown as due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due and payable with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07.Return. (c)

Tax Returns. (ai) Seller shall prepare (or cause to be prepared) (i) prepared all Tax Returns of the Transferred Entities Company relating to any Pre-Effective Time Period that are required to be filed after the Closing Date and shall pay or in respect of the Transferred Assets or the Business cause to be paid all Taxes owed with respect to taxable periods ending on or before the Closing Date (“Pre-Closing Tax Returns”) and (ii) all Combined such Tax Returns. Pre-Closing Such Tax Returns of the Transferred Entities shall be prepared on a basis consistent with past practice except to the past practices of the applicable Transferred Entity, except as extent otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than At least thirty (30) days prior to the applicable due date for filing deadline (taking into account applicable extensions) any Pre-Closing such Tax Return, Seller shall deliver a draft of such Tax Return, together with all supporting documentation and workpapers, to Purchaser for its review and comment. Purchaser shall provide any reasonable comments to any such draft Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten fifteen (1015) days following the delivery after receipt of such Pre-Closing draft from Seller, and Seller will revise such Tax Return to Seller reflect any comments timely received from Purchaser. Not later than five (5) days prior to the due date for filing any such Pre-Closing Tax Return, Seller will provide such revised Tax Return to Purchaser for filing by Purchaser with the appropriate Governmental Authority, and Purchaser will cause such revised Tax Return to be timely filed and will provide a copy thereof to Seller. At least fifteen (15) days prior to the due date for filing any Tax Return of the Company for Income Taxes or any other material Tax Return of the Company, in either case for a Straddle Period or a Post-Effective Time Period, required to be filed on or prior to the Closing Date, Seller shall deliver a draft of any such Tax Return, together with all supporting documentation and workpapers, to Purchaser for its review and comment. Purchaser shall timely file provide any reasonable comments to any such draft Tax Return no later than seven (or cause to be timely filed7) all days after receipt of such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) draft from Seller, and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to will revise such Tax Returns Return to the extent Seller is liable for such Taxes pursuant to Section 11.07reflect any reasonable comments timely received from Purchaser.

Tax Returns. (a) Seller shall prepare (or at the sole cost and expense of Seller), and Seller shall cause the Acquired Company to be prepared) (i) file, all Tax Returns of the Transferred Entities or in respect of the Transferred Assets or the Business with respect to taxable Acquired Company for Tax periods ending on or before prior to the Closing Date (“"Pre-Closing Tax Returns”") and any Tax Returns for which the Acquired Company is included in the U.S. federal, state or local consolidated, combined or unitary group that includes Seller (ii) all Combined "Seller Tax Returns"). Seller shall promptly pay on behalf of the Acquired Company any and all Taxes due with respect to any Pre-Closing Tax Returns. Such Pre- Closing Tax Returns of the Transferred Entities shall be prepared on in a basis manner consistent with the past practices of the applicable Transferred Entity, practice (except as otherwise required by applicable Law. Law or as otherwise required by this Agreement), and Seller shall deliver provide or cause to Purchaser for its review and reasonable comment no less than thirty be provided any such Pre-Closing Tax Return to Buyer at least fifteen (3015) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return (after applicable extensions) for Buyer's review and comment. Seller shall (i) consider in good faith any comments timely received from Buyer with respect to Seller such any Pre- Closing Tax Returns and (ii) reasonably consider any comments from Buyer with respect to the Pre- Closing Tax Returns. Buyer shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of the Acquired Company that are not Pre-Closing Tax ReturnReturns. Purchaser The parties shall timely file (or cause to be timely filed) all such Pre-Closing prorate the responsibility for the reasonable fees and expenses incurred by Buyer in the preparation of Tax Returns due after for Straddle Periods, with such proration based on the Closing Date (including applicable extensions) relative shares of each party with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due owed with respect to such Tax Return (as determined under Section 7.7.3). Seller shall not amend any Pre-Closing Tax Returns, or any other previously-filed Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07.prior

Tax Returns. (ai) Seller The Members’ Representative shall prepare (and file, or cause to be prepared) prepared and filed, at the cost and expense of the OppFi Companies, (iA) all Tax Returns of the Transferred Entities or in respect of the Transferred Assets or the Business with respect to taxable periods ending each OppFi Company that are due on or before prior to the Closing Date (“Pre-Closing Tax Returns”taking into account applicable extensions) and (iiB) all Combined Tax Returns. Pre-Closing Income Tax Returns of each OppFi Company for any taxable period ending on or prior to the Transferred Entities Closing Date, in each case, that are due after the Closing Date (collectively, the “Members Prepared Returns”). Each Members Prepared Return filed after the Closing Date shall be prepared on in a basis manner consistent with the OppFi Companies’ past practices of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller Each Members Prepared Return filed after the Closing Date (taking into account applicable extensions) shall deliver be submitted to Purchaser for its review and reasonable comment the Buyer no less later than thirty (30) days prior to the applicable due date for filing deadline such Tax Return (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller for review. The Members’ Representative shall consider in good faith any all reasonable written comments that Purchaser submits to Seller received from the Buyer no later than ten (10) days following prior to the delivery due date for filing any such Tax Return (taking into account applicable extensions) and shall not file such Tax Return without the consent of the Buyer, such consent not to be unreasonably withheld, conditioned, or delayed. Except as otherwise required by law or would not reasonably be expected to have a material effect on the Buyer, no filed Members Prepared Return may be amended after the Closing without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that in all cases the Members’ Representative shall submit to the Buyer no later than thirty (30) days prior to filing any amended Members Prepared Return for review and comment by the Buyer and the Members’ Representative shall consider in good faith all reasonable comments received from Buyer within twenty (20) days of delivering any such Tax Returns to the Buyer. The Buyer shall prepare and file, or cause to be prepared and filed, at the cost and expense of the OppFi Companies, all Tax Returns of each OppFi Company (other than Members Prepared Returns) for any Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (Period or cause to be timely filed) all such Pre-Closing Tax Returns Straddle Period that are due after the Closing Date (including taking into account applicable extensions) (the “Buyer Prepared Returns”). Each Buyer Prepared Return shall be prepared in a manner consistent with respect the OppFi Companies’ past practices except as otherwise required by applicable Law. Each Buyer Prepared Return shall be submitted to the Transferred Entities Members’ Representative no later than thirty (30) days prior to the due date for filing such Tax Return (taking into account applicable extensions) for review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, each Income Tax Return described in this Section 7.1(a) for a taxable period that includes the Closing Date (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, (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 make such election and (z) shall be prepared in a manner such that any and all deductions, losses, or credits of any of the OppFi Companies resulting from, attributable to or accelerated by the payment of the Transaction Expenses in connection with the transactions contemplated by this Agreement are reported by the OppFi Companies and allocated to the taxable period ending on the Closing Date (or the portion of any Straddle Period ending on the Closing Date) to the maximum extent permitted by applicable Law (and the parties agree that 70% of any success-based fees shall be deductible for U.S. federal or state Income Tax purposes pursuant to Revenue Procedure 2011-29, 2011-18 IRB to the extent permitted by applicable Law). For the avoidance of doubt, all Tax Returns of each OppFi Company (other than Combined Tax Members Prepared Returns and Buyer Prepared Returns) and Seller shall timely file (or cause to be timely filed) all Pre-that are filed after the Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment Date shall be satisfied if Seller pays to Purchaser prepared and filed in accordance with the amount terms of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07Company A&R LLCA.

Tax Returns. (ai) Seller The Seller, at its sole cost and expense, shall prepare (or cause to be prepared) (i) prepared all Tax Returns of the Transferred Entities or in respect of the Transferred Assets or the Business with respect to Company for all taxable periods ending on or before the Closing Date (“Pre-Closing Tax ReturnsPeriod”) and that are required to be filed by the Company after the Closing Date (iitaking into account valid extensions) all Combined Tax Returns. (“Pre-Closing Tax Returns”). Such Pre-Closing Returns of the Transferred Entities shall be prepared on in a basis manner consistent with the past practices prior practice of the applicable Transferred EntityCompany, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than At least thirty (30) days prior to the applicable filing deadline due date of any Pre-Closing Return (taking into account applicable valid extensions) any ), the Seller shall provide the Buyer with a substantially final draft of such Pre-Closing Tax Return together with respect to a Transferred Entity copy of associated tax workpapers. No later than fifteen (other a Combined Tax Return15) that has a due date (including applicable extensions) days after the receipt of such Pre-Closing Date Return, the Buyer shall notify the Seller of any objections that the Buyer may have to any items set forth in any such draft Pre-Closing Return, and the Buyer and the Seller shall consider negotiate in good faith and use reasonable efforts to resolve any reasonable written comments that Purchaser submits such objection. If the Buyer and the Seller are unable to Seller no later than reach agreement at least ten (10) days following prior to the delivery due date of such Pre-Closing Tax Return Return, the matter shall be submitted to Seller and determined by the Independent Accountant, whose decision shall be final and binding on the Parties, and for the purpose of such determination, Section 1.2(d) shall apply mutatis mutandis. If the Independent Accountant does not resolve the matter at least three (3) days prior to the due date of such Pre-Closing Return, the Tax Return shall be filed in the manner as the Buyer deems appropriate, subject to amendment to reflect the decision of the Independent Accountant and rights and obligations of the Parties will be adjusted accordingly. No later than three (3) days prior to the due date of any Pre-Closing Return. Purchaser , Seller shall timely file (pay to Buyer all Taxes shown as due and payable on such Pre-Closing Returns, except to the extent such Taxes were included in Transaction Expenses or as liabilities in determination of the Closing Net Working Capital, and Buyer shall cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns filed in accordance with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to this Section 11.075.6(a)(i).

Tax Returns. (a) Seller ITW shall timely prepare (and file or cause to be prepared) (i) timely prepared and filed with the appropriate Tax Authorities all U.S. federal and state income Tax Returns of required to be filed on or prior to the Transferred Entities Closing Date by or in respect of the Transferred Assets or the Business with respect to taxable periods ending on the Company or before the Closing Date (“Pre-Closing Tax Returns”) and (ii) all Combined Tax Returnsany Company Subsidiary. Pre-Closing All such Tax Returns of the Transferred Entities shall be prepared on in a basis manner consistent with the most recent past practices of the applicable Transferred Entitypractice, except as otherwise required by applicable Law. Seller After the Closing Date, the Company shall deliver timely prepare and file or cause to Purchaser be timely prepared and filed with the appropriate Tax Authorities all Tax Returns required to be filed with respect to the Company or any Company Subsidiary, and to the extent such Tax Returns are for its review Pre-Closing Tax Periods, such Tax Returns shall be prepared on a basis consistent with past practices and reasonable comment no less than thirty prior Tax reporting positions (30) except as otherwise required by applicable Law). The Company shall provide ITW, at least 30 calendar days prior to the applicable deadline for filing deadline (taking into account applicable extensions) any Pre-Closing such Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Period, a copy of the Tax Return for ITW’s review and comment. ITW shall have 10 Business Days to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after provide the Closing Date (including applicable extensions) Company with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount a statement of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due any disputed items with respect to such Tax Returns Return. If the disputed items are not resolved by ITW and the Company within 5 calendar days following ITW’s submission of its statement of disputed items, the matter shall be submitted to one or more tax experts at the Accounting Firm who shall be directed to, within 10 calendar days after such submission, render a decision with respect to all matters in dispute, and such decision shall be final, binding and conclusive on the parties hereto. The fees and disbursements of the Accounting Firm shall be shared equally by ITW and the Company. ITW shall pay to the applicable Company Subsidiary, no later than two Business Days prior to the due date therefor, all Taxes of such Company Subsidiary shown as due on any Tax Return the extent Seller is liable for such Taxes pursuant are attributable to Section 11.07the Pre-Closing Tax Period and not accrued as a tax payable in the Closing Net Operating Assets as finally determined.

Tax Returns. (a) Seller shall prepare (file or cause to be prepared) (i) filed when due ----------- all Tax Returns of the Transferred Entities that are required to be filed by or in respect of the Transferred Assets or the Business with respect to the Subject Company for taxable years or periods ending on or before the Closing Date (“Pre-Closing and shall timely pay any Taxes due in respect of such Tax Returns”. Purchaser shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to the Subject Company for taxable years or periods beginning before and ending after the Closing Date; provided, however, that to the extent Seller is liable in all or part for the Taxes shown on such Tax Returns, (i) at least thirty (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 comment and (ii) all Combined Tax Returns. Pre-Closing no such Tax Returns of shall be filed with any taxing authority without Seller's prior written consent, such consent not to be unreasonably withheld. Any such Tax Return described in the Transferred Entities preceding sentence shall be prepared on a basis consistent with the past practices of the applicable Transferred EntitySubject Company and in a manner that does not distort taxable income (e.g., except as otherwise by deferring income or accelerating deductions). Purchaser shall file or cause to be filed when due all Tax Returns that are required to be filed by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return or with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) the Subject Company for taxable years or periods ending after the Closing Date and Seller shall consider remit any Taxes due in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery respect of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser which Seller is responsible for filing hereunderliable pursuant to Section 4.2(a) all Taxes due but which are payable with respect to such Tax Returns to the extent Seller is liable for such Taxes be filed by Purchaser pursuant to Section 11.07the previous sentence within ten days prior to the due date for the filing of such Tax 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) Seller and Stockholder (as applicable), at their own expense, shall prepare prepare, and with Buyer’s cooperation, timely file all Tax Returns relating to the Assets and the Business that are not determined based on income, profit or gains (or cause to be prepared“Asset Taxes”) in respect of (i) all Tax Returns of the Transferred Entities or in respect of the Transferred Assets or the Business with respect to taxable periods ending on or before the Closing Date (“Pre-for which Tax Returns are not due and have not been filed as of the Closing Tax Returns”) Date and (ii) all Combined Tax Returns. Pre-Closing Straddle Periods, the Tax Returns for which do not include the ownership or operation of the Transferred Entities Business or Assets after the Closing Date (“Seller Straddle Returns”). The Tax Returns referred to in the preceding sentence shall be prepared on in a basis manner consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Lawpractice. Seller shall deliver to Purchaser for its review and reasonable comment no less No later than thirty ten (3010) days prior to the applicable due date for filing deadline of any such Tax Return, Seller’s Representative shall make a draft of such Tax Return available for review by Buyer to provide Buyer with an opportunity to review and comment on such Tax Return and Seller’s Representative (taking into account applicable extensionsas applicable) shall incorporate all reasonable comments promptly received by Seller’s Representative, provided, however, that any Predispute concerning such draft Tax Return shall be resolved as set forth in Section 6.2(c) below. Seller and Stockholder (as applicable) shall pay and discharge all pre-Closing Taxes and Seller Straddle Return Taxes shown to be due on such Tax Returns before the same shall become delinquent and before penalties accrue thereon. An exact copy of any such Tax Return with respect filed by Seller and Stockholder (as applicable) and evidence of payment of such Taxes shall be provided to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller Buyer no later than ten (10) business days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due Buyer’s request for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07same.

Tax Returns. (ai) Seller shall prepare (and timely file, or cause to be prepared) (i) prepared and timely filed, all Tax Returns of the Transferred Entities or in respect of Acquired Company (including any Tax Return relating to the Transferred Assets or the Business Acquired Assets) with respect to taxable periods ending on or before the Closing Date (each, a “Pre-Closing Tax ReturnsReturn”); provided that (A) and (ii) all Combined Tax Returns. each Pre-Closing Tax Returns of the Transferred Entities Return shall be prepared on a basis consistent with the relevant past practices unless a different treatment of the applicable Transferred Entity, except as otherwise any item is required by applicable Law. ; (B) for Pre-Closing Tax Returns that are not income Tax Returns of an affiliated, consolidated, combined, or unitary Tax group of which Seller and the Acquired Company are members that is filed after the Closing, (I) Seller shall deliver deliver, or cause to be delivered, to Purchaser for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) drafts of any such Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a not less than 20 days before the due date thereof (including taking into account any applicable extensions) after the Closing Date and (II) Seller shall consider in good faith any reasonable written comments that received by Purchaser submits to Seller no later not less than ten (10) 10 days following the delivery after Purchaser’s receipt of such Pre-Closing Tax Return; (C) for Pre-Closing Tax Returns that are income Tax Returns of an affiliated, consolidated, combined, or unitary Tax group of which Seller and the Acquired Company are members that is filed after the Closing, (I) Seller shall deliver, or cause to be delivered, to Purchaser drafts of a pro-forma Tax Return for the Acquired Company not less than 20 days before the due date thereof (taking into account any applicable extensions) and (II) Seller shall consider in good faith any reasonable comments received by Purchaser not less than 10 days after Purchaser’s receipt of such pro-forma Tax Return; (D) to the extent that any Pre-Closing Tax Return shows an amount of Tax due and payable, Seller shall pay the amount of Taxes shown as due and payable on such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) Return in accordance with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.077.16(b).

Tax Returns. (a) Seller Trimble shall prepare (or shall cause to be prepared) prepared (i) all any Tax Returns Return of a member of the Transferred Entities Trimble Group or in respect of a consolidated, combined or unitary group that includes any member of the Transferred Assets Trimble Group (including any Trimble Combined Tax Return), and (ii) any Tax Return (other than any Trimble Combined Tax Return) required to be filed by or the Business with respect to the Company Group for any taxable periods ending period that ends on or before the Closing Date (such Tax Return described in clause (ii) of this sentence, a “Pre-Closing Date Trimble Separate Tax ReturnsReturn”) ). Any Transaction Tax Deductions shall be included as deductions on such Tax Returns to the extent such amounts are “more likely than not” allocable and (ii) all Combined deductible with respect to such Tax Returns. The Company (or the applicable member of the Company Group) shall timely file or cause to be timely filed any such Tax Returns, and Trimble shall bear any costs related to preparing and filing such Tax Returns. Such Pre-Closing Date Trimble Separate Tax Returns of the Transferred Entities Return shall be prepared on in a basis manner consistent with the past practices practice of the applicable Transferred Entityentity, except as otherwise required by applicable Tax Law or this Agreement. Except to the extent required by Law, no Party shall amend any Pre-Closing Date Trimble Separate Tax Return (or revoke or modify any election relating thereto) without the prior written consent of Trimble (not to be unreasonably withheld, conditioned or delayed). Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty At least twenty (3020) days prior to the applicable due date for the filing deadline (taking into account applicable extensions) any of a Pre-Closing Date Trimble Separate Tax Return, Trimble shall provide AGCO a draft of such Tax Return with respect to a Transferred Entity for its review and approval (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause not to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (unreasonably withheld, conditioned or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07delayed).

Tax Returns. (ai) Seller shall The Shareholder Representative will prepare (or cause to be prepared) (i) all prepared any Tax Returns of the Transferred Entities or in respect of the Transferred Assets or the Business with respect to Acquired Companies for any taxable periods ending period that ends on or before the date prior to the Closing Date (a “Pre-Closing Tax ReturnsReturn”) and (ii) all Combined Tax Returns). All Pre-Closing Tax Returns of the Transferred Entities shall will be prepared on in a basis manner consistent with the past practices prior practice, methods and elections of the applicable Transferred EntityAcquired Companies, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less No later than thirty (30) 30 days prior to the applicable due date for filing deadline (taking into account applicable extensions) any Pre-Closing Return (after giving effect to any permitted extensions), the Shareholder Representative will submit any such Pre-Closing Return to Purchaser for review, comment and approval by Purchaser, which approval may not be unreasonably withheld, conditioned or delayed. The Shareholder Representative will reflect any reasonable comments on any Pre-Closing Return provided by Purchaser no later than 15 days before the due date for filing such Tax Return (after giving effect to any permitted extensions). The Shareholder Representative and Purchaser will attempt in good faith to resolve any disagreements regarding any Pre-Closing Return before the due date for filing. If the Shareholder Representative and Purchaser do not resolve any dispute with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return before the due date for filing, the dispute will be submitted to Seller such the Independent Accounting Firm for resolution (if practicable, at least 10 days before the filing due date, but in any event the submission to the Independent Accounting Firm will be made sufficiently in advance of the filing due date to permit a review by the Independent Accounting Firm). The Independent Accounting Firm’s resolution will be conclusive and binding on all Parties. If for any reason the dispute is not resolved at least two days before the Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Return is due, the Pre-Closing Tax Returns due after Return will be filed in the Closing Date (including applicable extensions) with respect to manner that the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause Shareholder Representative deems to be timely filed) all correct. After the Independent Accounting Firm’s determination, if needed, the Shareholder Representative will cause an amended Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause Return to be paidfiled in accordance with the final determination. The costs and expenses of the Independent Accounting Firm will be borne equally by the Shareholders, which payment shall be satisfied if Seller pays to Purchaser on the amount of Taxes due for a Tax return that Purchaser is one hand, and Purchaser, on the other hand. The Party responsible for the filing hereunder) all Taxes due with respect to of any Pre-Closing Return will timely file such Tax Returns to Return in accordance with the extent Seller is liable for such Taxes pursuant to above provisions of this Section 11.0710.4(a)(i).

Tax Returns. (ai) Seller shall Following the Closing, the Sellers’ Representative shall, at the Securityholders’ sole cost and expense, prepare (or cause to be prepared) (i) prepared and file or cause to be filed all Tax Returns for the Operating Company for all Pre-Closing Tax Periods, regardless of whether such Tax Returns are due after the Transferred Entities Closing Date and shall pay or cause to be paid all Taxes shown as due thereon to the extent that such Taxes were not taken into account in respect determining Working Capital. Parent and the Target Companies shall cooperate with the Sellers’ Representative in preparing and filing such Tax Returns, including providing records and information which are reasonably relevant to such Tax Returns, making employees and third-party advisors available on a mutually convenient basis to provide additional information and explanation of any material provided, and signing and delivering to the Transferred Assets Sellers’ Representative for filing any Tax Returns prepared in accordance with this Section 7.08 that are required to be signed by Parent or the Business with respect to taxable periods ending Operating Company. Parent and the Sellers’ Representative agree that such Tax Returns shall include as an income Tax deduction on or before the Closing Date (x) the amount of any Transaction Expenses (to the extent that such amounts are deductible, taking into account the safe harbor contained in IRS Revenue Procedure 2011-29 for “Presuccess-Closing Tax Returnsbased fees”), (y) the Option Consideration and (iiz) all Combined Tax Returnsthe employer portion of any employment Taxes on any Transaction Expenses, provided, however, that, in the event that such deductions are deferred to a date after the Closing Date as a result of the requirements of the Code, any audit or other tax proceeding, Parent shall pay an additional amount to the Sellers’ Representative (on behalf of the Securityholders) equal to the amount of such deferred deductions multiplied by 45%. Pre-Closing To the extent not discussed in the immediately preceding sentence, such Tax Returns of the Transferred Entities shall be prepared on in a basis manner consistent with the past practices practice of the applicable Transferred EntityTarget Companies, except as otherwise required by applicable Tax Law. Seller The Sellers’ Representative shall deliver provide Parent with drafts of Tax Returns no later than October 31, 2013 and shall permit Parent to Purchaser for its review and reasonable comment on such Tax Returns. The Sellers’ Representative shall address in good faith comments on such Tax Returns provided by Parent to the Sellers’ Representative in writing within ten (10) days of receipt of such draft Tax Returns from the Sellers’ Representative. If Parent and the Seller’s Representative disagree about whether any such comments should be accepted, such disagreement shall be resolved in accordance with the provisions of Section 7.08(k) (Dispute Resolution). The Parties agree and acknowledge that the federal Income Tax Return of the Operating Company for the Tax period of the Operating Company that ends on the Closing Date will include an election under Section 754 of the Code and, to the extent applicable, an analogous election will be made in each of the state and local Income Tax Returns of the Operating Company for that Tax period. With respect to any such Tax Returns for any Pre-Closing Tax Period that are not Income Tax Returns, the Sellers’ Representative will provide Parent with drafts of such Tax Returns no less later than thirty fifteen (3015) days prior to the applicable filing deadline due date thereof (taking into account applicable extensionsany extensions thereof) and shall address in good faith comments on such Tax Returns provided by Parent relating to a Pre-Closing Tax Period that are received in writing from Parent within five (5) days of receipt of such draft Tax Returns from the Sellers’ Representative. If Parent and the Seller’s Representative disagree about whether any such comments should be accepted, such disagreement shall be resolved in accordance with the provisions of Section 7.08(k) (Dispute Resolution). For avoidance of doubt, this Section 7.08(c) shall apply to any information returns (such as IRS Forms 1099) filed or issued with respect to any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after Period of the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07Target Companies.

Tax Returns. (a) Seller Purchaser shall prepare (or cause to be prepared) (i) all Tax Returns of the Transferred Entities or in respect of the Transferred Assets or the Business with respect to taxable periods ending on or before the Closing Date (“Pre-Closing Tax Returns”) and (ii) all Combined Tax Returns. Pre-Closing Tax Returns of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets that are required to be filed after the Closing Date on a basis consistent with past practice except to the extent otherwise required by applicable Law; provided, that Purchaser shall use its reasonable best efforts to provide drafts of such Tax Returns for Seller’s review and all Combined comment reasonably in advance of the due date therefor, incorporate any reasonable comments received from Seller up to five (5) days prior to the due date therefor, and timely file such Tax Returns. Seller shall , and (ii) pay (or cause to be paid) prior to delinquency, which payment all Asset Taxes that become due after the Closing Date. In the case of any Tax Return described in clause (i) of the preceding sentence that includes Asset Taxes that are allocable to Seller pursuant to Section 9.1(a), Purchaser shall send to Seller a statement that apportions the Asset Taxes shown on such Tax Return between Purchaser and Seller in accordance with Section 9.1(a). Such statement shall be satisfied if accompanied by proof of Purchaser’s actual payment of such Asset Taxes. Within ten (10) Business Days of receipt of each such statement and proof of payment, Seller pays shall reimburse Purchaser for the portion of such Asset Taxes allocated to Seller in accordance with Section 9.1(a) and this Section 9.2, except to the extent such Asset Taxes have decreased the Base Purchase Price pursuant to Section 2.3(a). Seller shall, promptly after the Closing Date, send to Purchaser a statement for any Asset Taxes allocated to Purchaser pursuant to this Agreement but paid by Seller prior to the amount Closing Date and, after review of such statement by Purchaser and reasonable agreement by the Parties regarding its accuracy, Purchaser shall reimburse Seller for Purchaser’s allocated portion of such Asset Taxes due for a within ten (10) Business Days of the Parties’ agreement regarding such statement, except to the extent such Asset Taxes have increased the Base Purchase Price pursuant to Section 2.3(a). Unless required by applicable Law or with Seller’s prior written consent (not to be unreasonably withheld, conditioned or delayed), neither Purchaser nor any of its Affiliates shall file, or cause to be filed, any amended Tax return that Purchaser is responsible for filing hereunder) all Taxes due Return with respect to such the Assets for any Tax Returns period ending prior to the extent Seller is liable Effective Date or for such Taxes pursuant to Section 11.07any Straddle Period.

Tax Returns. (ai) Seller The Sellers shall prepare (or cause to be prepared) prepared at the Sellers’ expense (iwhich shall be accrued as a Current Liability) all Tax Returns of the Transferred Entities relating to, or required to be filed in connection with, any and all Taxes based upon or measured in whole or in respect part by net income (regardless of whether denominated as an “income tax,” “franchise tax” or otherwise and including any Tax imposed on alternative bases, one of which is net income), that are required to be filed after the Transferred Assets Closing Date by or the Business with respect to the Company and its Subsidiaries for taxable years or periods ending on or before the Closing Date that are not due on or before the Closing Date (“Pre-Closing Income Tax Returns”) ), and (ii) all Combined Tax Returnsdeliver them to the Buyer for filing in accordance with Section 7.3(c)(i). The Buyer shall pay, or reimburse the Sellers for, the cost of the preparation of Pre-Closing Income Tax Returns of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline extent such cost is reflected as a Current Liability in the Final Net Working Capital Statement. The Buyer shall remit (taking into account applicable extensionsor cause to be remitted) any Taxes due in respect of Pre-Closing Income Tax Returns; and the Sellers shall reimburse the Buyer the Taxes for which the Sellers are liable pursuant to paragraph (a)(i) of this Section 7.3 but which are either remitted by the Buyer in respect of any Pre-Closing Income Tax Return pursuant to this paragraph (b)(i) or otherwise with respect to a Transferred Entity (other a Combined any Tax Return) that has a due date (including applicable extensions) after Return relating to any taxable period ending on or before the Closing Date and Seller shall consider Date, upon the written request of the Buyer setting forth in good faith any reasonable written comments that Purchaser submits to Seller detail the computation of the amount owed by the Sellers, but in no later event earlier than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect prior to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due date for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to paying such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07Taxes.

Tax Returns. (a) The Seller shall (A) prepare and file (or cause to be preparedprepared and filed) (i) at its own expense, all Tax Returns of the Transferred Entities or in respect of the Transferred Assets or the Business with respect to any Seller Consolidated Group for any Pre-Closing Tax Period (each, a “Seller Consolidated Tax Return”), and shall pay all Taxes shown as due thereon and (B) shall prepare or cause to be prepared all Separate Company Tax Returns for any taxable period ending on or prior to the Closing Date that are first due to be filed after the Closing Date (each, a “Seller Separate Company Tax Return” and, together with the Seller Consolidated Tax Returns, the “Seller Tax Returns”). Each Seller Separate Company Tax Return shall be submitted to Buyer at least forty-five (45) days (or as soon as reasonably practicable) prior to the due date thereof (including extensions) of such Seller Separate Company Tax Return for Buyer’s review and consent (not to be unreasonably withheld, conditioned or delayed). Buyer shall timely file all such Seller Separate Company Tax Returns prepared pursuant to this Section 4.1(a) (including pursuant to Section 4.1(a)(iv)). Seller shall pay to Buyer any Indemnified Taxes shown to be due on each such Seller Separate Company Tax Return at least five days prior to the due date thereof, and Buyer shall pay over to the appropriate Governmental Entity all Taxes shown to be due on each such Seller Separate Company Tax Return filed by Buyer pursuant to this Section 4.1(a). All Seller Tax Returns shall be prepared and filed in a manner consistent with past practice of the Seller Consolidated Group and applicable Law. Without limiting the foregoing, for all taxable periods ending on or before the Closing Date Date, the Seller shall (“Prex) cause the Company to join in the Seller’s consolidated federal income Tax Return, (y) include the income of the Company (including any deferred items triggered into income by Treasury Regulations Section 1.1502-Closing 13 and any excess loss account taken into income under Treasury Regulations Section 1.1502-19) on the Seller’s consolidated U.S. federal income Tax Returns”) Returns and (iiz) all Combined Tax Returns. Pre-Closing Tax Returns of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) timely pay any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of U.S. federal income Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect attributable to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07income.

Tax Returns. (ai) Seller The Company (prior to Closing) shall prepare (timely prepare, or cause to be timely prepared) (i) , and the Company shall timely file, or cause to be timely filed, at the Company’s expense, all Tax Returns of the Transferred Entities that are required to be filed by or in respect of the Transferred Assets or the Business with respect to taxable periods ending the Company and its Subsidiaries on or before prior to the Closing Date (“Pre-Closing Tax Returns”) and (ii) all Combined Tax Returnsincluding extensions). Pre-Closing Any such Tax Returns of the Transferred Entities shall be prepared on in a basis manner consistent with the Company’s or such Subsidiary’s past practices of the applicable Transferred Entitypractice, except as otherwise required by applicable Law. Seller , and shall deliver be submitted by the Company (if prior to Purchaser Closing) or the Shareholders’ Representative (if after Closing) to Buyer (together with schedules, statements and, to the extent requested by Buyer, supporting documentation) for its review and reasonable comment no less than thirty (30which shall be considered by the Company (if prior to Closing) days or the Shareholders’ Representative (if after Closing), in good faith) at least twenty (20) Business Days prior to the applicable filing deadline earlier of the (taking into account applicable extensionsA) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) of such Tax Return or (B) date on which such Tax Return is filed. In the case of any such Tax Return that is required to be filed more frequently than annually (other than income Tax Returns), said Tax Returns shall be submitted by the Company (if prior to Closing) or the Shareholders’ Representative (if after Closing), to Buyer (together with schedules, statements and, to the Closing Date extent requested by Buyer, supporting documentation) for review and Seller comment (which shall consider be considered by the Company (if prior to Closing) or the Shareholders’ Representative (if after Closing), each in good faith any reasonable written comments that Purchaser submits to Seller no later than faith) at least ten (10) days following Business Days prior to the delivery prior to the earlier of the (x) due date (including extensions) or (y) date on which such Pre-Closing Tax Return is filed. The Company (if prior to Seller such Pre-Closing Tax Return. Purchaser Closing) or the Shareholders’ Representative (if after Closing) shall timely file (or cause to be timely filed) pay all amounts shown as due on any such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay If applicable, Buyer will cooperate with the Shareholders’ Representative to enable the Shareholders’ Representative to utilize the Company’s former tax return preparation firm(s) (or cause the “Accounting Firm”). Such cooperation may include providing access to be paidbooks and records and accounting staff, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns and delegating authority to the extent Seller is liable Shareholders’ Representative under the Accounting Firm’s engagement agreement sufficient for such Taxes pursuant the Accounting Firm to Section 11.07take direction from the Shareholders’ Representative, or otherwise ensuring that the Shareholders’ Representative will have access to (and the ability to direct, even if indirectly through the Company) the Accounting Firm.

Tax Returns. (ai) Seller shall prepare (or cause to be prepared) (i) prepared and timely file or cause to be filed all required Tax Returns of relating to the Transferred Entities or in respect of the Transferred Assets or the Business with respect to Railcar Subsidiaries for any taxable periods ending period which ends on or before the Closing Date (“Pre-Closing Tax Returns”) Date. Buyer shall prepare or cause to be prepared and (ii) timely file or cause to be filed all Combined Tax Returns. Pre-Closing required Tax Returns of relating to the Transferred Entities Railcar Subsidiaries for taxable periods ending after the Closing Date and all required Tax Returns for subsequent taxable periods. All such returns shall be prepared on and all elections with respect to such returns shall be made, to the extent permitted by law, in a basis manner consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Lawprior practice. Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) days prior to the applicable Before filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to any Straddle Period, Buyer shall provide Seller with a Transferred Entity copy of such Tax Return at least twenty days prior to the last date for timely filing such Tax Return (other giving effect to any valid extensions thereof) accompanied by a Combined Tax Returnstatement calculating in reasonable detail Seller's indemnification obligation pursuant to Section 4.7(a) that has a due date (including applicable extensions) after hereof. Notwithstanding anything in this Agreement to the Closing Date and contrary, Seller shall consider in good faith any reasonable written comments that Purchaser submits have no indemnification obligation pursuant to Seller no later than ten (10Section 4.7(a) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) hereof with respect to the Transferred Entities (other than Combined any Taxes covered by such Tax Returns) Return until Seller has received such Tax Return and such statement. If for any reason Seller does not agree with Buyer's calculation of its indemnification obligation, Seller shall timely file (or cause to notify Buyer of its disagreement within ten days of receiving a copy of the Tax Return and Buyer's calculation, and such dispute shall be timely filed) all Pre-Closing Tax Returns with respect resolved pursuant to the Transferred Assets and all Combined Tax ReturnsDispute Resolution Mechanism. If Seller agrees with Buyer's calculation of its indemnification obligation, Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser Buyer the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to Seller's indemnification at the extent Seller is liable for such Taxes pursuant to time specified in Section 11.074.7(a)(v).

Tax Returns. (a) Seller shall prepare (or cause to be prepared) (i) prepared and timely file or cause to be timely filed all required Tax Returns of relating to Company and the Transferred Entities Subsidiaries for any taxable period which ends on or in respect of before the Transferred Assets Closing Date. Buyer shall prepare or cause to be prepared and timely file or cause to be filed all required Tax Returns relating to Company and the Business Subsidiaries for taxable periods ending after the Closing Date and all required Tax Returns for subsequent taxable periods. All such returns shall be prepared and all elections with respect to such returns shall be made, to the extent permitted by law, in a manner consistent with prior practice. Seller shall provide Buyer with copies of all "pro forma" Tax Returns of, or with respect to, Company and the Subsidiaries for any taxable periods period beginning January 1, 2004 and ending on or before the Closing Date within ten (“Pre-Closing Tax Returns”10) and (ii) all Combined business days of filing such Tax Returns. Pre-Closing Before filing any Tax Returns Return with respect to any Straddle Period, Buyer shall provide Seller with a copy of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty such Tax Return at least twenty (3020) days prior to the applicable last date for timely filing deadline (taking into account applicable extensions) any Pre-Closing such Tax Return (giving effect to any valid extensions thereof) accompanied by a statement calculating in reasonable detail Seller's indemnification obligation pursuant to Article 10 on the basis of Section 12.2 hereof. Notwithstanding anything in this Agreement to the contrary, Seller shall have no indemnification obligation pursuant to Article 10 on the basis of Section 12.2 hereof with respect to a Transferred Entity (other a Combined any Taxes covered by such Tax Return) that Return until Seller has a due date (including applicable extensions) after the Closing Date received such Tax Return and such statement. If for any reason Seller does not agree with Buyer's calculation of its indemnification obligation, Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than notify Buyer of its disagreement within ten (10) days following of receiving a copy of the delivery of such Pre-Closing Tax Return to Seller and Buyer's calculation, and such Pre-Closing Tax Return. Purchaser dispute shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect resolved pursuant to the Transferred Entities (other than Combined Tax Returns) and Dispute Resolution Mechanism. If Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns agrees with respect to the Transferred Assets and all Combined Tax Returns. Buyer's calculation of its indemnification obligation, Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser Buyer the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to Seller's indemnification at the extent Seller is liable for such Taxes pursuant to time specified in Section 11.0712.2(d).

Tax Returns. (a) The Seller and its affiliates shall prepare (and timely file, or cause to be prepared) (i) prepared and timely filed, all Tax Returns of the Transferred Entities or any Operating Company relating to Income Taxes in respect of the Transferred Assets or the Business with a Pre-Closing Tax Period (other than Tax Returns in respect to taxable periods ending on or before of a Straddle Tax Period) that are due after the Closing Date (“Pre-Closing Tax Returns”) and (ii) shall pay or, to the extent not paid directly by the Seller or one of its affiliates, shall reimburse the Purchasers or the Operating Companies, as appropriate, for all Combined Tax Returns. Taxes shown as due and payable on such Pre-Closing Tax Returns (to the extent such amounts are not reflected in the calculation of the Transferred Entities Closing Working Capital or Closing Indebtedness). All such Pre-Closing Tax Returns shall be prepared on a basis consistent and filed in accordance with the past practices of the applicable Transferred Entity, except as otherwise practice unless required by applicable Law. The Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) days prior to provide the applicable filing deadline (taking into account applicable extensions) any Parent with a copy of each Pre-Closing Tax Return with respect no fewer than thirty days prior to a Transferred Entity (other a Combined Tax Return) that has a its due date (including applicable any extensions) after for the Closing Date Purchaser’s review and comment. The Seller shall reasonably consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten received in writing from the Parent within fifteen (1015) days following the delivery of after such Pre-Closing Tax Return is provided to the Parent. In the event that the Seller does not agree with any comments so provided by the Parent, the Parties shall attempt in good faith to resolve such disagreement prior to filing. If the Parties are unable to resolve any dispute within ten (10) days, such Pre-Closing Tax ReturnReturn shall be filed as prepared by the Seller and such dispute shall be resolved by a Tax Expert (as defined below), under the procedures set forth in Section 2.03(a)(ii) mutatis mutandis, which resolution shall be binding on the Parties. Purchaser The fees and expenses of the Tax Expert shall timely file (or cause to be timely filed) all such borne equally by the Purchasers and the Seller. To the extent so required by any resolution by the Tax Expert that occurs after the initial filing of a Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Return, an amended Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment Return that reflects such resolution shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07filed.

Tax Returns. (a) Seller shall prepare (or cause to The Shareholders will be prepared) (i) responsible for preparing all income Tax Returns of the Transferred Entities or in respect of the Transferred Assets or the Business with respect to taxable periods CECity and CECity Subsidiary for any Tax period ending on or before the Closing Date (“Preincluding any short-period returns of CECity and CECity Subsidiary for the taxable year ending on the Closing Date); provided that such Tax Returns”) and (ii) all Combined Tax Returns. Pre-Closing Tax Returns of the Transferred Entities Return shall be prepared on in a basis manner consistent with the past practices of the applicable Transferred EntityCECity and CECity Subsidiary, except as otherwise required by applicable Law. Seller , and shall deliver be delivered to Purchaser Buyer for its Buyer’s review and reasonable comment no less than thirty forty-five (3045) days prior to the applicable filing deadline applicable to such Tax Return, or as soon as reasonably possible if the Tax Return is required to be filed within forty-five (taking into account applicable extensions45) days following the Closing Date. Buyer will be responsible for preparing all other Tax Returns of CECity and CECity Subsidiary, provided that for any Pre-Closing other Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Period, such Tax Return shall be prepared in a manner consistent with the past practices of CECity and CECity Subsidiary, except as required by applicable Law, and each such material Tax Return shall be delivered to Seller for Seller’s review and comment no less than twenty (20) days prior to the filing deadline applicable to such Tax Return. Buyer and the Shareholders agree that all Transaction Tax Deductions shall be treated as properly allocable to the Pre-Closing Tax Return. Purchaser Period to the extent permitted by applicable Law and all Transaction Tax Deductions shall timely file (or cause to be timely filed) all such included as a deduction in the Tax Returns of CECity and CECity Subsidiary for the Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns Period to the extent Seller is liable permitted by applicable Law. For the portion of the day of the Closing after the time of Closing, Buyer shall cause CECity and CECity Subsidiary to carry on the Business only in the ordinary course of business. Buyer shall not, and shall cause CECity and CECity Subsidiary to not, take any action, or permit any action to be taken, that may prevent the Tax year of CECity and CECity Subsidiary from ending for such Taxes federal and state income Tax purposes as a result of the sale of the Shares pursuant to Section 11.07this Agreement.

Tax Returns. (a) Seller For the avoidance of doubt, any Tax deductions attributable to any payments or expenses borne directly or indirectly by Sellers or by the Company Entities in connection with the transactions contemplated hereby shall be attributed, to the maximum extent permitted under Law, to Sellers and shall be reflected on Tax Returns filed with respect to Sellers. Sellers shall prepare (or cause to be prepared) (i) all Tax Returns of the Transferred Entities or in respect of the Transferred Assets or the Business with respect to taxable periods ending on or before the Closing Date (“Pre-Closing Tax Returns”) and (ii) all Combined Tax Returns. Pre-Closing Tax Returns of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Tax Returns of the Company Entities for all Tax periods ending on or before the Closing Date (a “Pre-Closing Tax Returns Period”) that are first due after the Closing Date (the “Sellers Prepared Tax Returns”). The Sellers Prepared Tax Returns shall be prepared and filed in a manner consistent with past practices of the Company, except as otherwise required by applicable Law. Sellers shall provide Buyer with a draft of any Sellers Prepared Tax Returns at least thirty (30) days prior to the due date thereof (including applicable extensions) with respect for Buyer’s review and comment, and shall incorporate Buyer’s reasonable comments. Buyer shall cause each Company Entity to the Transferred Entities (other than Combined Tax Returns) prepare and Seller shall timely file (or cause to be timely prepared and filed) all Pre-Closing other Tax Returns of the Company Entities for any Straddle Period (each, a “Straddle Period Return”), consistent with the past practices of such Company Entity, except as otherwise required by Law. Buyer shall provide Sellers with a draft of any Straddle Period Return at least thirty (30) days prior to the due date thereof (including extensions) for Sellers’ review and comment, and shall incorporate Sellers’ reasonable comments. Except to the extent specifically included as an asset in Closing Working Capital (as finalized pursuant to Section 2.4), with respect to the Transferred Assets and all Combined Tax Returns. Seller any Straddle Period Return, Sellers shall pay (to Buyer on or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes before due date for a such Tax return that Purchaser is responsible for filing hereunder) Return all Taxes due with respect to such Tax Returns shown as attributable to the extent Seller is liable for pre-Closing portion of such Taxes pursuant to Straddle Period, calculated in a manner consistent with Section 11.076.7(f).

Tax Returns. (a) Seller All Tax Returns to be filed on or prior to the Closing Date shall be provided to Buyer for its review and comment prior to filing and all of Buyer’s reasonable comments shall be accepted. Buyer shall, at its own expense, prepare (or cause to be prepared) (i) prepared and timely file or cause to be timely filed all Tax Returns of the Transferred Entities or in respect of Company and the Transferred Assets or Company Subsidiaries for all periods that have not yet been filed and are required to be filed after the Business Closing Date. Buyer shall prepare any such Tax Returns with respect to taxable periods or portions thereof ending on or before the Closing Date (such periods, including all taxable periods ending on or before the Closing Date Date, “Pre-Closing Tax Periods”) consistent with past practices of each of the Company and the Company Subsidiaries, and the Equity Holders shall be responsible for the Taxes of the Company and the Company Subsidiaries for Pre-Closing Tax Periods (“Pre-Closing Tax ReturnsTaxes”) and (ii) all Combined due in respect of such Tax Returns. Pre-Closing Buyer shall permit the Sellers’ Representative to review and comment on each Tax Return described in the preceding sentence and shall make such revisions to such Tax Returns as are reasonably requested by the Sellers’ Representative. Buyer shall notify the Sellers’ Representative of any amounts due from the Transferred Entities shall be prepared on a basis consistent with the past practices Equity Holders in respect of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing such Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following Business Days prior to the delivery of date on which such Pre-Closing Tax Return is due, and the Sellers’ Representative shall remit such payment to Seller Buyer no later than five (5) Business Days prior to the date such Pre-Closing Tax ReturnReturn is due. Purchaser Buyer shall timely file (or cause any amounts shown to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to on such Tax Returns to be timely remitted to the extent Seller is liable for applicable Governmental Entity no later than the date on which such Taxes pursuant to Section 11.07are due.

Tax Returns. (a) Seller Sellers or their affiliates shall prepare (file or cause to be prepared) (i) filed when due all Tax Returns of that are required to be filed by the Transferred Entities Companies for taxable years or in respect of the Transferred Assets or the Business with respect to taxable periods ending on or before the Closing Date (“Pre-Closing Date, subject to Buyer's consent, which consent shall not be unreasonably withheld or delayed. Buyer shall file or cause the Companies to file an amended Tax Returns”) and (ii) all Combined Tax ReturnsReturn for such periods if requested by Sellers subject to Buyer's consent, which consent shall not be unreasonably withheld or delayed, provided that the filing of any such amended return will not cause any adverse effect to either Buyer or any Company. Pre-Closing Sellers shall bear any costs or expenses relating to the filing or preparation of such Tax Returns and shall pay any Taxes due in respect of such Tax Returns and, in respect of any Taxes payable by any Company with respect to any amended Tax Returns to be filed by Buyer pursuant to the Transferred Entities previous sentence, such Taxes shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) paid within 10 days prior to the applicable requested filing deadline (taking into account applicable extensions) any Pre-Closing date by Sellers of such amended return. Buyer shall file or cause to be filed when due all Tax Return Returns that are required to be filed by or with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) the Companies for taxable years or periods ending after the Closing Date and Seller shall consider remit any Taxes due in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery respect of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller API or its designee shall pay (or cause Buyer the Taxes for which Sellers are liable pursuant to be paidSection 5.8(d) of this Agreement, but which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due are payable with respect to such Tax Returns to the extent Seller is liable for such Taxes be filed by Buyer pursuant to Section 11.07the previous sentence, within 10 days prior to the due date for the filing of such Tax Returns.

Tax Returns. (a) Except as set forth in Section 5.6(a), Seller shall prepare (or cause to be preparedprepared and file or cause to be filed all Tax Returns with respect to the Transferred Subsidiaries or any Transferred Asset for all Pre-Closing Periods and all Straddle Periods (if any) ending on or prior to December 31, 2004. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns with respect to the Transferred Subsidiaries or any Transferred Asset for all Post-Closing Periods and all Straddle Periods (if any) ending after December 31, 2004, it being understood that Buyer shall (i) all file, or shall cause to filed, any amended Tax Returns of the Transferred Entities Return and claims for refunds or in respect of the Transferred Assets or the Business with respect to taxable periods ending on or before the Closing Date (“Pre-Closing Tax Returns”) credits reasonably requested by Seller, and (ii) all Combined Tax Returns. elect, or cause the appropriate Affiliate of Buyer to elect, to carry back any item of loss, deduction or credit (which arises with respect to a Pre-Closing Tax Returns of Period) to the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required extent permitted by applicable Tax Law. Seller shall deliver to Purchaser The party that is not responsible for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing preparing a Tax Return with respect to a Transferred Entity (other a Combined Straddle Period shall be entitled to review and comment on such Tax Return before it is filed, and the party preparing such Tax Return shall use reasonable efforts to accommodate requests to review such Tax Return. Any Taxes payable from any amount allocated pursuant to Sections 5.6(b) or 5.6(c) to a party that has a due date (including applicable extensions) after is not responsible for the Closing Date and Seller filing of the Tax Return to which such amount relates shall consider in good faith any reasonable written comments that Purchaser submits be paid to Seller the party preparing such Tax Return no later than ten (10) days following Business Days prior to the delivery filing of such Pre-Closing Tax Return to Seller such Pre-Closing the underlying Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07.

Tax Returns. (a) Seller Sellers shall prepare (prepare, or cause to be prepared) (i) , and file or cause to be filed when due, all income and franchise Tax Returns of the Transferred Entities or in respect of the Transferred Assets or the Business with respect to Taxes that are required to be filed by or with respect to each Company which relate to taxable periods ending on or before the Closing Date and which are required to be filed after the Closing Date (collectively, the “Pre-Closing Seller Tax Returns”) and (ii) all Combined Tax Returns). Pre-Closing Sellers shall prepare such Tax Returns of the Transferred Entities shall be prepared on a basis consistent with past practice, or to the extent that a matter was not covered in past practices of the applicable Transferred Entitypractice, except as otherwise required by consistent with applicable Law. Seller Sellers shall deliver provide a copy of each such Tax Return to Purchaser for its review and reasonable comment no not less than thirty forty (3040) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and for filing such Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely be entitled to review such Seller Tax Return for fifteen (15) days after receipt thereof, and no such Seller Tax Return shall be filed without the express prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding any other provision contained herein, if Purchaser does not receive any such Seller Tax Return on or before forty (40) days prior to the due date (including extensions) for filing (or, if the date that is forty (40) days prior to such due date is not a Business Day, the next following Business Day), then Purchaser shall be permitted to prepare and file (or cause to be timely filed) all prepared and filed such Pre-Closing Seller Tax Returns due after Return without the Closing Date (including applicable extensions) consent of Sellers and without providing Sellers with respect any opportunity to review such Seller Tax Return, provided that, in such case, Purchaser shall prepare such Seller Tax Return consistent with past practice, or to the Transferred Entities (other than Combined Tax Returns) and Seller extent that a matter was not covered in past practice, consistent with applicable Law. Each Company shall timely file (pay or cause to be timely filed) all Pre-Closing Tax Returns with respect paid to the Transferred Assets taxing authority any and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to the periods covered by such Seller Tax Returns to the extent Seller is liable for Returns, unless such Taxes pursuant are being contested in good faith; provided, however, that nothing in this Section 12.1 shall be construed to Section 11.07limit the indemnification rights of Purchaser or Parent or the indemnification obligations of Sellers set forth in Article X. Purchaser and the Companies shall provide assistance as reasonably requested by Sellers in connection with the preparation of such Seller Tax Returns, and shall cause a duly authorized representative of the respective Company to sign such Seller Tax Returns.

Tax Returns. (a) Purchaser and Sellers acknowledge and agree that for U.S. federal income tax purposes, the Company shall be considered terminated under Section 708(b)(1)(A) of the Code as a result of the sale of the Shares to Purchaser and the Merger, and the Company’s taxable year shall end as of the Closing Date. The Seller Representative shall prepare (prepare, or cause to be prepared) prepared (i) with all expenses to be disbursed from the Seller Representative Escrow Fund), all Tax Returns of required to be filed by the Transferred Entities Company for any Tax period ending prior to or in respect of the Transferred Assets or the Business with respect to taxable periods ending on or before the Closing Date (the “Pre-Closing Tax Returns”) and (ii) all Combined Tax Returns). A copy of each Pre-Closing Tax Returns of the Transferred Entities Return shall be prepared on a basis consistent in accordance with the past practices of the applicable Transferred Entity, except as practice unless otherwise required by applicable Law. Seller , and a copy thereof shall deliver be provided to Purchaser for its Purchaser’s review and reasonable comment no less than thirty (30i) in the case of income Tax Returns at least twenty (20) calendar days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date for filing and (including applicable extensionsii) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than for all other Tax Returns at least ten (10) calendar days following prior to the delivery of due date for filing, and the Seller Representative agrees to reflect on such Pre-Closing Tax Return any changes that are reasonably requested by Purchaser prior to Seller such Pre-Closing filing the Tax Return. Purchaser The Seller Representative shall timely file (sign and file, or cause to be timely signed and filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) , all Pre-Closing Tax Returns that are required to be filed with respect to the Transferred Assets United States federal and all Combined Tax Returns. Seller state income Taxes and shall pay (pay, or cause to be paid, which payment prior to the due date for filing all Taxes shown as due on such Tax Returns. No later than five (5) calendar days after such filing and payment, the Seller Representative shall be satisfied if Seller pays provide to Purchaser the amount copies of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns and evidence reasonably satisfactory to the extent Seller is liable for Purchaser that all Taxes shown as due on such Taxes pursuant to Section 11.07Tax Returns have been paid.

Tax Returns. The Sellers shall be responsible for the preparation and timely filing (ataking into account any extensions received from the relevant Tax Authorities) Seller shall prepare (or cause to be prepared) (i) of all Tax Returns in respect of the Transferred Entities Assets, for all Pre-Closing Taxable Periods (other than any Tax Returns with respect to Transfer Taxes (“Transfer Tax Returns”) described below in Section 6.7(b)). Such Tax Returns shall be true, correct and complete in all material respects. Except as otherwise provided in this Agreement, all Taxes indicated as due and payable on such Tax Returns shall be paid by (or shall be caused to be paid by) the Sellers as and when required by Law. Each Transfer Tax Return with respect to Transfer Taxes imposed in respect of this Agreement and the transactions contemplated hereunder or in respect of the Transferred Assets or execution of any other Transaction Document shall be prepared by the Party that customarily has primary responsibility for filing such Transfer Tax Return pursuant to the applicable Tax Laws. The Sellers shall make available to the Purchaser that portion of such Transfer Tax Returns prepared by the Sellers that is applicable to the sale and purchase transaction contemplated by this Agreement, and, to the extent not already disclosed, such information as will enable the Purchaser to review such portion of such Transfer Tax Returns at least ten (10) Business Days before such Tax Returns are due to be filed, and such portion of such Transfer Tax Returns shall be revised before filing as reasonably requested by the Purchaser. The Purchaser shall pay to the Sellers any amount of Transfer Taxes payable in respect of Transfer Tax Returns to be filed by the Sellers pursuant to this Section 6.7(b) at least one (1) Business Day before such Transfer Tax becomes due and payable in each case to the extent such Transfer Taxes are the responsibility of the Purchaser pursuant to Section 6.1(a). The Purchaser shall be responsible for the preparation and timely filing (taking into account any extensions received from the relevant Tax Authorities) of all Tax Returns with respect to taxable periods ending on or before the Closing Date (“PreAssets for all Post-Closing Tax Returns”Taxable Periods and Straddle Periods, provided that for the avoidance of doubt, nothing in this Section 6.7(c) and (ii) all Combined Tax Returns. Pre-Closing shall give the Purchaser any rights over the Tax Returns of the Transferred Entities Sellers (a) that are required to be submitted to any relevant Tax Authority and which relate to such Sellers’ taxable income and gains for the taxable period during which Closing takes place, or (b) that are in respect of VAT. Such Tax Returns shall be true, correct and complete in all material respects and shall be prepared on a basis consistent with Tax Returns prepared for prior taxable periods unless a different treatment of any item is required by Law or this Transaction. All Taxes indicated as due and payable on such Tax Returns shall be paid by (or shall be caused to be paid by) the past practices Party responsible therefor pursuant to Section 6.4(b) hereof as and when required by Law. Nothing in this Section 6.7(c) shall prejudice the rights of the applicable Transferred Entity, except as otherwise required Parties under Section 2.2.42.2.3(b). The Sellers shall be entitled to review and comment on any Tax Return (other than a Transfer Tax Return described in Section 6.7(b)) prepared by applicable Law. Seller shall deliver to the Purchaser for its review and reasonable comment no less than thirty any Straddle Period before any such Tax Return is filed. The Purchaser shall submit a draft of any such Tax Return to the NA Sellers at least sixty (3060) days prior before the date such Tax Return is required to be filed with the relevant Tax Authority. The NA Sellers shall have fifteen (15) days after the date of receipt thereof to submit to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return Purchaser, in writing, the NA Sellers’ written comments with respect to a Transferred Entity (other a Combined such Tax Return. The Purchaser shall notify the NA Sellers within fifteen (15) that has a due date days after receipt of such comments of (including applicable extensionsa) after the Closing Date extent, if any, to which the Purchaser accepts such comments and Seller will file such Tax Return in accordance therewith and (b) the extent, if any, to which the Purchaser rejects such comments. To the extent the Purchaser rejects the comments of the NA Sellers, the Purchaser and the NA Sellers promptly shall consider negotiate in good faith any reasonable written comments that Purchaser submits to Seller resolve their disagreements; if no later than agreement has been reached within ten (10) days, the parties immediately shall appoint an Accounting Arbitrator to determine the correct manner for reporting the items that are in dispute and shall provide to the Accounting Arbitrator all relevant information. The Accounting Arbitrator shall have fifteen (15) days following to submit its determination, which shall be binding upon the delivery of Parties, and the Purchaser shall file such Pre-Closing Tax Return in accordance therewith. The fees and expenses of the Accounting Arbitrator shall be paid by the Party whose position is deemed to Seller such Pre-Closing Tax Returnbe least correct by the Accounting Arbitrator. Purchaser shall timely file It is agreed and acknowledged that for the purposes of this Section 6.7, “Transfer Taxes” do not include VAT in respect of any supply (or cause deemed supply) of goods and services pursuant to be timely filed) all such Pre-Closing Tax Returns due after this Agreement, for which the Closing Date (including applicable extensions) with respect to provisions of Section 6.9 shall instead apply, except that and for the Transferred Entities (other than Combined avoidance of doubt, for the purposes of Section 2.2.42.2.3(b), “Transfer Tax Returns) and Seller ” shall timely file (or cause to be timely filed) all Pre-Closing include Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07VAT.

Tax Returns. Except as otherwise provided in this Section 9.2.1, Buyer (aat its sole expense) Seller shall cause the Company to prepare (or cause to be prepared) (i) all Tax Returns of the Transferred Entities Company that relate to any Pre-Closing Tax Period or in respect of the Transferred Assets or the Business with respect to taxable periods ending on or before the Closing Date any Straddle Period (collectively, “Pre-Closing Tax Returns”) and (ii) all Combined Tax Returns. Pre-Closing Tax Returns of shall cause the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver Company to Purchaser for its review and reasonable comment no less than thirty (30) days prior provide to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery Sellers’ Representative drafts of such Pre-Closing Tax Return Returns for review and comment at least forty-five (45) days prior to Seller the due date for the filing of each such Pre-Closing Tax Return, including extensions. Purchaser shall timely file The Pre-Closing Tax Returns will be prepared using the Company’s historical records of accounting. Not later than twenty (or cause to be timely filed20) all days after the Company has provided any such Pre-Closing Tax Returns due Return, Sellers’ Representative shall notify Buyer of the existence of any objection, specifying in reasonable detail the nature and basis of such objection that Sellers’ Representative may have to any item set forth on such draft Pre-Closing Tax Return. Buyer (on behalf of itself and the Company) and Sellers’ Representative agrees to consult and resolve in good faith any such objection. If such objection cannot be resolved within five (5) days after delivery of such notice, the Closing Date (including applicable extensions) with respect parties shall submit such dispute for resolution to the Transferred Entities Independent Accountants pursuant to the procedures set forth in Section 2.4.3. If the Independent Accountants cannot resolve such dispute no later than five (other than Combined 5) days prior to the due date for filing the relevant Pre-Closing Tax Returns) and Seller Return, Buyer shall timely cause the Company to file (or such Pre-Closing Tax Return in the manner proposed by the Sellers; provided, however, if the dispute is ultimately resolved by the Independent Accountants in favor of Buyer, Buyer may cause the Company to be timely filed) file an amendment to such Pre-Closing Tax Return consistent with the Independent Accountants’ determination. Except as otherwise required by Law, all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser prepared consistent with past practices and, for the amount avoidance of doubt, will provide for a refund, in cash, whenever possible for the overpayment of Taxes or otherwise, rather than a credit for Taxes due for a any Post-Closing Tax return that Purchaser is responsible for filing hereunderPeriod. Sellers shall pay to Buyer, within fifteen (15) Business Days of Buyer’s request, any and all Taxes due with respect to such Pre-Closing Tax Returns related to Pre-Closing Tax Periods, except to the extent such Taxes are specifically reflected on the Final Adjustment Statement. Notwithstanding the foregoing, Sellers shall prepare and file all Tax Returns that are income Tax Returns (including, but not limited to, IRS Forms 1120 and related, similar state and local income Tax Returns) and pay any income Taxes due and owing with respect thereto to the extent relating to a Straddle Period (except to the extent such Taxes are specifically reflected on the Final Adjustment Statement). The Sellers shall provide all such Tax Returns to the extent Seller is liable Buyer for their review and comment no later than thirty (30) days before the due date of such Taxes pursuant to Section 11.07Tax Return.

Tax Returns. (a) Seller Buyer shall prepare (and timely file, or cause to be prepared) (i) prepared and timely filed, all Tax Returns of required to be filed by the Transferred Entities or in respect of Company after the Transferred Assets or the Business Closing Date with respect to taxable periods ending on or before the Closing Date (“a Pre-Closing Tax Returns”Period and for any Straddle Period. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and and, if it is an income or other material Tax Return, shall be submitted by Buyer to Seller (iitogether with schedules, statements and, to the extent requested by Seller, supporting documentation) all Combined at least 30 days prior to the due date (including extensions) of such Tax ReturnsReturn. If Seller objects to any item on any such Tax Return that relates to a Pre-Closing Tax Returns Period, it shall, within ten days after delivery of such Tax Return, notify Buyer 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, Buyer and Seller shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer and Seller are unable to reach such agreement within ten days after receipt by Bxxxx of such notice, the disputed items shall be resolved by the Independent Accountant and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within 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 for such Tax Return, the Tax Return shall be filed as prepared by Buyer and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Transferred Entities Independent Accountant shall be prepared on a basis consistent with the past practices borne equally by Bxxxx and Seller. The preparation and filing of any Tax Return of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver Company that does not relate to Purchaser for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) any a Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (Period or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment Straddle Period shall be satisfied if Seller pays exclusively within the control of Buyer. Buyer shall be entitled to Purchaser deduct and reduce the outstanding principal amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunderthe Note (i) all Taxes due with respect to any such Tax Returns Return that relate to Pre-Closing Tax Periods and (ii) Taxes due with respect to any such Tax Return that relate to Straddle Periods that are attributable under Section 7.05 to the portion of such Straddle Period ending on the Closing Date, but only to the extent Seller is liable for such Taxes pursuant to Section 11.07due were not taken into account as liabilities in computing the Proposed Closing Statement.

Tax Returns. (a) Seller The Purchaser shall prepare (or cause to be prepared) (i) prepared and timely filed, all Income Tax Returns of the Transferred Entities or in respect of the Transferred Assets or the Business with respect to taxable periods ending on or before Company and its Subsidiaries for all Pre-Closing Tax Periods that are first due after the Closing Date (taking into account applicable extensions) (the “Pre-Closing Purchaser Tax Returns”) in a manner consistent with this Agreement, and (ii) all Combined Tax Returns. Pre-Closing Tax Returns the past practice of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred EntityCompany and its Subsidiaries (as applicable), except as otherwise required by Law. All Transaction Tax Deductions shall be attributable to the Pre-Closing Tax Period to the extent “more likely than not” deductible in such Pre-Closing Tax Period under applicable Law and shall be claimed as current deductions on the Purchaser Tax Returns for the Pre-Closing Tax Period ending on the Closing Date to the extent “more likely than not” deductible in such Pre-Closing Tax Period under applicable Law. Seller The Purchaser shall deliver to Purchaser the Seller, for its review and reasonable comment no less than comment, such Purchaser Tax Returns at least thirty (30) days prior to the applicable due date for filing deadline such Purchaser Tax Return (taking into account applicable any extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith accept any reasonable written comments that to such Purchaser submits Tax Returns to Seller no later than the extent they are received at least ten (10) days prior to the due date for filing such Purchaser Tax Returns and are consistent with this Agreement and the past practice of the Company or its Subsidiary (as applicable), unless otherwise required by applicable Law. Notwithstanding the foregoing, Seller’s right to review and comment on any Purchaser Tax Return, other than any U.S. federal Income Tax Return that is a Purchaser Tax Return, shall terminate following the delivery finalization of the Preliminary Closing Statement in accordance with Section 1.5 of this Agreement, unless the filing of such Pre-Closing Purchaser Tax Return would be reasonably expected to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser have an adverse impact on the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent which Seller is liable for such Taxes would be entitled pursuant to Section 11.0710.1(i).

Tax Returns. (a) Seller ITTI shall prepare and file (or cause to be prepared) (iprepared and filed) all Tax Returns of the Transferred Entities or in respect of the Transferred Assets or the Business Brake Companies with respect to taxable periods ending on or before the Closing Date (“Pre-Closing Tax Returns”) and (ii) all Combined Tax Returns. Pre-Closing Tax Returns of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after Period and the Closing Date Asset Sellers shall prepare and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely prepared and filed) all such Tax Returns that relate to the Purchased Assets with respect to any Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) Period and Seller each shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (pay, or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns. Purchaser shall be responsible for the preparation and filing of all Tax Returns of the Brake Companies with respect to any taxable year which begins after the Closing Date and shall timely pay all Taxes due with respect to such Tax Returns. Purchaser shall prepare and file (or cause to be prepared and filed) all Tax Returns of the Brake Companies with respect to any Straddle Period, including Tax Returns relating to the extent Seller is liable for sale by Tevex xx the Belgian Assets (the "Belgian Assets Sale"), which returns shall be prepared in a manner consistent with prior practice unless contrary to Tax law, and shall timely pay, or cause to be paid, all Taxes due with respect to such Tax Returns, including all Taxes whether paid in installments or otherwise, due with respect to the Belgian Assets Sale, it being understood that all such Taxes are for the account of ITTI. Except where not possible in the case of Tax Returns relating to the Belgian Assets Sale, Purchaser shall, no later than 30 days prior to the due date for the filing of such Straddle Period Tax Returns (including extensions for filing), provide ITTI with copies of such Tax Returns for ITTI's review, consent and approval. ITTI shall provide Purchaser with all necessary information, including but not limited to calculations of Taxes due, in connection with the Belgian Assets Sale in a manner such that Purchaser may timely file all Tax Returns relating to the Belgian Assets Sale. No later than 2 Business Days before the filing of each Straddle Period Tax Return, ITTI shall pay to Purchaser, in accordance with 102 94 Section 9.4, any amounts owed by ITTI pursuant to Section 11.079.4 with respect to Taxes covered by such Straddle Period Tax Returns including, but not limited to all Taxes, whether paid in installments or otherwise, due with respect to the Belgian Assets sale. Neither ITTI nor any of its Subsidiaries or Affiliates shall be responsible for any Taxes of the Brake Companies other than as provided in this Agreement.

Tax Returns. The Company shall (ai) Seller shall prepare (and file or cause to be prepared) prepared and filed when due (itaking into account valid extensions) all Tax Returns of the Transferred Entities Company and the Subsidiaries that are required to be filed on or in respect of after the Transferred Assets or the Business with respect to taxable periods ending Agreement Date and on or before the Closing Date and shall remit (“Pre-Closing or cause to be remitted) any Taxes due in respect of such Tax Returns”) Returns and (ii) provide or make available to Buyer copies of all Combined Tax Returns. Pre-Closing Tax Returns that are to be filed by the Company or any of the Transferred Entities shall be prepared on a basis consistent with Subsidiaries after the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review Agreement Date and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of Business Days prior to being due (taking into account valid extensions). The Company shall permit Buyer to review and comment on each such Pre-Closing Tax Return prior to Seller filing it, and shall reasonably and in good faith consider such Pre-revisions to such Tax Returns as are requested by Buyer. Except as otherwise provided in this Section 5.13, Buyer shall file or cause to be filed when due (taking into account valid extensions) all Tax Returns of the Company and the Subsidiaries for any Tax period ending after the Closing Tax Return. Purchaser Date, and Buyer shall timely file remit (or cause to be timely filedremitted) all any Taxes due in respect of such Tax Returns. In the case of any Tax Return of the Company or the Subsidiaries with respect to any Pre-Closing Tax Returns due Period that is filed after the Closing Date Date, Buyer shall (including applicable extensionsi) with respect to the Transferred Entities (other than Combined Tax Returns) prepare and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets prepared and all Combined filed when due such Tax Returns. Seller shall pay , and (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunderii) all Taxes due with respect to submit such Tax Returns to the extent Seller is liable Sellers for their review and comment on each such Tax Return prior to filing it no later than ten (10) Business Days prior to filing it. Buyer shall provide the Sellers with a reasonable time for such Taxes pursuant review and comment, and shall reasonably and in good faith consider such revisions to Section 11.07such Tax Returns as are requested by Sellers. Any Tax Return of the Company or the Subsidiaries with respect to any Pre-Closing Tax Period shall be prepared in all material respects in accordance with applicable Law and the past practices of the Company or relevant Subsidiary. Other than with respect to Tax Returns for Straddle Periods, three (3) days prior to Buyer filing such Tax Returns, the Sellers shall pay to Buyer any Tax liabilities which are shown as due and owing on such Tax Returns.

Tax Returns. (a) Seller Except as otherwise provided in this Section 9.2.1, Buyer shall cause the Company to prepare (or cause to be prepared) (i) all Tax Returns of the Transferred Entities Company for any Pre-Closing Tax Period or in respect of the Transferred Assets or the Business with respect to taxable periods ending on or before any Straddle Period that are due after the Closing Date (collectively, “Pre-Closing Tax Returns”) and (ii) all Combined Tax Returns. shall cause the Company to provide to Sellers’ Representative drafts of such Pre-Closing Tax Returns of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than at least thirty (30) days prior to the applicable due date for the filing deadline (taking into account applicable extensions) any of each such Pre-Closing Tax Return with respect Return, including extensions or such shorter period as is necessary to a Transferred Entity (other a Combined allow for the timely filing of such Pre-Closing Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no . Not later than ten (10) days following after the delivery of such Pre-Closing Tax Return to Seller Company has provided such Pre-Closing Tax Return. Purchaser , Sellers’ Representative shall timely file (or cause notify the Company of the existence of any objection in writing, specifying in reasonable detail the nature and basis of such objection that Sellers’ Representative may have to be timely filed) all any item set forth on such draft Pre-Closing Tax Returns due Return. Bxxxx (on behalf of itself and the Company) and Sellers’ Representative agree to consult and resolve in good faith any such objection. If such objection cannot be resolved within five (5) days after delivery of such notice, the Closing Date (including applicable extensions) with respect parties shall submit such dispute for resolution to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause Independent Accountants pursuant to be timely filed) the procedures set forth in Section 2.4.3. Except as otherwise required by Law, all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser prepared consistent with past practices and, for the amount avoidance of doubt, will provide for a refund, in cash, whenever possible for the overpayment of Taxes or otherwise, rather than a credit for Taxes due for any Post-Closing Tax Period. Subject to Section 10.2(b)(iii), Sellers and Holdco, on a Tax return that Purchaser is responsible for filing hereunderjoint and several basis, shall pay to Buyer, within fifteen (15) Business Days of Buyer’s request, any and all Taxes due with respect to such Pre-Closing Tax Returns related to Pre-Closing Tax Periods, except to the extent Seller is liable for such Taxes are specifically reflected on the Final Adjustment Statement. Notwithstanding the foregoing, Sellers’ Representative shall prepare and file all Pre-Closing Tax Returns of the Company that are income Tax Returns that allocate income or Taxes to the Sellers or Holdco and do not reflect or concern Taxes that are imposed on the Company itself (including, but not limited to, IRS Forms 1120-S and similar state and local income Tax Returns) and pay any income Taxes due and owing with respect thereto. Except as otherwise required by applicable Law, such Tax Returns prepared consistent with past practices. Sellers’ Representative shall provide to Buyer drafts of such Tax Returns for review and comment at least thirty (30) days prior to the due date for the filing of each such Tax Return, including extensions. Not later than ten (10) days after Sellers’ Representative has provided such Pre-Closing Tax Return, Buyer shall notify Sellers’ Representative of the existence of any objection in writing, specifying in reasonable detail the nature and basis of such objection that Buyer may have to any item set forth on such draft Tax Return. Bxxxx (on behalf of itself and the Company) and Sellers’ Representative agree to consult and resolve in good faith any such objection. If such objection cannot be resolved within five (5) days after delivery of such notice, the parties shall submit such dispute for resolution to the Independent Accountants pursuant to the procedures set forth in Section 11.072.4.3.

Tax Returns. (ai) Seller Acquiror shall prepare (prepare, or cause to be prepared) (i) , all Tax Returns of the Transferred Entities or in respect of the Transferred Assets or the Business with respect to Company for taxable periods ending on or before prior to the Closing Date that are first due after the Closing Date (each, a “Pre-Closing Tax ReturnsReturn”) and (ii) all Combined Tax Returns). Any such Pre-Closing Tax Returns of the Transferred Entities shall be prepared by treating items on such Tax Returns in a basis manner consistent with the past practices of the applicable Transferred EntityCompany, except as otherwise required by applicable Law; provided, however, that all Transaction Tax Deductions shall be reported on the income Tax Returns of the Company for the taxable period(s) ending on the Closing Date to the maximum extent permitted by applicable Law. Seller shall deliver At least twenty (20) Business Days prior to Purchaser for its review the due date any such Pre-Closing Tax Return that is an income Tax Return and reasonable comment no at least ten (10) Business Days prior to the due date of any other such Pre-Closing Tax Return (or as soon as practicable if such Tax Return is due less than thirty (30) days prior to following the applicable filing deadline (taking into account applicable extensions) any Closing Date), Acquiror shall provide a draft of such Pre-Closing Tax Return with respect to a Transferred Entity the Company Stockholder Representative for its review and consent (other a Combined not to be unreasonably withheld, conditioned or delayed). If the Company Stockholder Representative objects to any item on any such Pre-Closing Tax Return) that has a due date , it shall, within twenty (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (1020) days following the after delivery of such Pre-Closing Tax Return (or five Business Days after with respect to Seller non-income tax Tax Returns), notify Acquiror 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, Acquiror and the Company Stockholder Representative shall negotiate in good faith and use their reasonable best efforts to resolve such items. The Company Holders shall pay to the Company all Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns Taxes of the Company shown as due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) payable on all Pre-Closing Tax Returns with respect prepared pursuant to this Section 6.05(b)(i) (including pursuant to Section 6.05(b)(iii), as applicable) upon receipt of written request of Acquiror no later than five (5) business days prior to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the due date for paying such amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) to the relevant Governmental Authority. Acquiror will cause the Company to timely and properly file all Taxes due with respect to such Pre-Closing Tax Returns prepared pursuant to the extent Seller is liable for such Taxes this Section 6.05(b)(i) (including pursuant to Section 11.076.05(b)(iii), as applicable).

Tax Returns. (ai) Seller shall prepare (or cause to be prepared) (i) prepared and file or cause to be filed all income Tax Returns of required to be filed by the Transferred Entities or in respect of the Transferred Assets or the Business with respect to taxable Company for Tax periods ending on or before the Closing Date whether due prior to or after the Closing Date (taking into account applicable extensions) and all non-income Tax Returns required to be filed by the Company for Tax periods ending on or before the Closing Date that are due prior to the Closing Date (taking into account applicable extensions) (collectively, “Pre-Closing Seller Tax Returns”) and (ii) all Combined Tax Returns). Pre-Closing Such Seller Tax Returns of the Transferred Entities shall be prepared on in a basis manner consistent with the past practices of the applicable Transferred EntityCompany (to the extent such past practices exist), except as unless otherwise required by applicable LawLaws. Seller shall deliver to Purchaser Buyer for its review and reasonable comment no less than thirty comment, at least twenty (3020) days prior to the applicable due date for the filing deadline of such Seller Tax Return (taking into account any applicable extensions) any Pre-Closing ), or as soon as reasonably practicable in the case of a Seller Tax Return with respect to a Transferred Entity (other a Combined that is not an income Tax Return) , a draft copy of such Seller Tax Return, together with any additional information relating to the Company that has a due date (including applicable extensions) after Buyer may reasonably request. Buyer shall have the Closing Date right to review such Seller Tax Return and any such additional information prior to the filing of such Seller Tax Return, and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than submitted by Buyer at least ten (10) days following prior to the delivery due date of such Pre-Closing Seller Tax Return (taking into account any applicable extensions). In the case of any Seller Tax Return that is due after the Closing Date, Seller and Buyer shall cooperate to Seller such Pre-Closing Tax Return. Purchaser shall timely file (file, or cause to be timely filed) all , such Pre-Closing Seller Tax Returns Returns. In the case of any Seller Tax Return that is due after before the Closing Date (including applicable extensions) with respect Date, Seller shall, prior to the Transferred Entities (other than Combined Tax Returns) and Seller shall Closing Date, cause the Company to timely file (pay or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of paid any Taxes shown as due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07thereon.

Tax Returns. (a) Seller shall prepare (or cause to be prepared) (i) all Tax Returns of the Transferred Entities or in respect of the Transferred Assets or the Business with respect to taxable periods ending on or before the Closing Date (“Pre-Closing Tax Returns”) and (ii) all Combined Tax Returns. Pre-Closing Tax Returns of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable LawLaw and legal practice of the respective Governmental Authority. Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty twenty-five (3025) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other than a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten seven (107) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax ReturnSeller. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07.

Tax Returns. (ai) Except as set forth in Section 6.8(b) or Section 6.8(d)(ii), Seller shall, and shall cause the Other Asset Sellers and/or the Purchased Entities to prepare (or cause to be prepared) (i) prepared and duly file or cause to be duly filed within applicable statutory limits all Tax Returns of or that include the Transferred Purchased Entities or in respect the Purchased Assets (including amendments thereto) that (x) are due to be filed (giving effect to any extension of the Transferred Assets or the Business with respect time to taxable periods ending file) on or before prior to the Closing Date or (y) are for Tax periods that end on or prior to the Closing Date (“PreSeller-Closing Signed Tax Returns”) and (ii) all Combined Tax Returns. Pre)); provided, that, with respect to Seller-Closing Signed Tax Returns of Purchased Entities that are filed following the Transferred Closing Date and Seller-Signed Tax Returns of Acquisition Entities that are filed before the Closing Date, in each case that are Income Tax Returns, Seller (A) shall provide Buyer with a draft copy of each such Seller-Signed Tax Return at least 45 Business Days before the due date for the filing of such Tax Return (including extensions), (B) shall consider in good faith any comments provided by Buyer within 20 Business Days after receipt of the draft from Seller, and (C) shall provide Buyer with a finalized copy of such Tax Return at least 10 Business Days before such due date. Seller shall not file such Tax Return until the earlier of (x) the receipt of written notice from Buyer indicating Buyer’s consent thereto, or (y) one day prior to the due date. All Seller-Signed Tax Returns of any Purchased Entity shall (to the extent related to the Purchased Shares, Purchased Assets, Assumed Liabilities or the Business) be prepared on a basis using accounting methods and other practices that are consistent with those used in the past practices of Tax Returns filed prior to the applicable Transferred Entity, Closing (except as otherwise required by applicable Law. Seller shall deliver Law or to Purchaser for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) correct any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07clear errors).

Tax Returns. The Company shall prepare and timely file (aor cause to be prepared and timely filed) Seller any Tax Return required to be filed by the Company after the date hereof and on or before the Closing Date, and timely pay any Tax reflected thereon; provided, however, the Company will submit any such Tax Returns for income or other material Taxes to Purchaser for review and comment at least twenty (20) days prior to the due date for filing such Tax Return, and will consider in good faith any reasonable comments received in writing within ten (10) days of the Company’s delivery of such Tax Return to Purchaser. Purchaser shall prepare (or cause to be prepared) in a manner consistent with the Company’s past practice, unless otherwise required by applicable Law, and file (ior cause to be filed) all Tax Returns of the Transferred Entities Company for all periods or in respect of the Transferred Assets or the Business with respect to taxable periods portions thereof ending on or before the Closing Date that are required to be filed after the Closing Date (“Purchaser Prepared Returns”); provided, however, Seller shall be responsible for any Taxes attributable to any Pre-Closing Tax Returns”) and (ii) all Combined Tax ReturnsPeriods in accordance with Article IX. In the event that any Purchaser Prepared Return shows any material Pre-Closing Tax Returns Taxes that form the basis for a claim of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entityindemnification against Seller pursuant to this Agreement, except as otherwise required by applicable Law. Seller Purchaser shall deliver to Purchaser for its review and reasonable comment no less than thirty Seller a draft of each such Tax Return at least twenty (3020) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing date such Tax Return with respect is to a Transferred Entity (other a Combined be filed, and shall permit Seller to review and comment on such Tax Return) that has a due date (including applicable extensions) after the Closing Date Returns and Seller shall consider in good faith incorporate any reasonable written comments that Purchaser submits to Seller no later than received in writing within ten (10) days following the of Purchaser’s delivery of such Pre-Closing Tax Return to Seller Seller. The Parties agree that the value of the assets transferred pursuant to the Asset Transfer and Assumption Agreement is [***], and shall prepare all Tax Returns consistent with such Pre-agreement unless otherwise required by a “determination” within the meaning of Section 1313(a) of the Code. All tax deductions arising from the consummation of the transactions contemplated by this Agreement (including any Unpaid Company Transaction Expenses) shall be reported in a Pre Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect Period to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the maximum extent Seller is liable for such Taxes pursuant to Section 11.07allowable under applicable Law.

Tax Returns. (a) Seller shall prepare (or cause to be prepared) (i) any Combined Tax Return and (ii) all Tax Returns of the Transferred Entities (other than any Combined Tax Return) that is required to be filed by or in respect of the Transferred Assets or the Business with respect to any of the Purchased Entities (or any Subsidiaries thereof) for any taxable periods ending period that ends on or before the Closing Date (a “Pre-Closing Separate Tax ReturnsReturn”). Seller shall timely file (or cause to be filed), taking into account valid extensions, all such Tax Returns and, to the extent such Tax Returns are due (taking into account applicable extensions) and on or prior to the Closing Date, pay (iior cause to be paid) all Combined Taxes shown due on such Tax Returns. All such Pre-Closing Separate Tax Returns of the Transferred Entities shall be prepared on in a basis manner consistent with the past practices practice of or with respect to the applicable Transferred EntityPurchased Entity (or Subsidiary thereof), except as otherwise required by applicable Law. With respect to any Pre-Closing Separate Tax Return that is required to be filed after the Closing Date, Seller shall deliver to provide Purchaser for its review with a copy of such completed Pre-Closing Separate Tax Return and reasonable comment no a statement certifying the amount of Taxes shown due on such Tax Return that Seller contends are Retained Liabilities, not less than thirty (30) days prior to the applicable filing deadline due date on which such Tax Return is due (taking validly obtained extensions into account) (or if such Tax Return is due within thirty (30) days after the Closing Date, then as soon as reasonably practicable taking into account applicable extensions) any the Tax period and the nature of the relevant Tax Return or other relevant circumstances). Purchaser shall have the right to review, comment on and propose changes to such Pre-Closing Separate Tax Returns and shall provide comments, if any, to Seller on any such Pre-Closing Separate Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than within ten (10) days following the delivery after receipt of such Pre-Closing Separate Tax Return to (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 Seller shall consider any such comments in good faith. Seller shall revise such Pre-Closing Separate Tax Return. Returns to reflect any comments received from Purchaser which Seller considered in good faith and with which Seller agrees and shall deliver, if applicable, a revised Pre-Closing Separate Tax Return to Purchaser at least ten (10) days before the due date therefor (taking validly obtained extensions into account) (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 Purchaser shall timely file (or cause to be timely filed) all filed such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays ) to Purchaser not less than five (5) days prior to the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to date on which such Tax Returns Return is due (taking validly obtained extensions into account) (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) an amount equal to any Taxes shown as due thereon for which Seller is liable under Article X. Except to the extent Seller is liable for such Taxes otherwise required pursuant to a “determination” within the meaning of Section 11.071313(a) of the Code (or any similar provision of state, local, or non-U.S. Law), 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 (such consent not to be unreasonably withheld, conditioned or delayed). At Seller’s reasonable request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns; provided, however, that Purchaser shall have the same rights to review and comment on such amended Pre-Closing Separate Tax Returns as described in this paragraph for the original Pre-Closing Separate Tax Returns and shall not be required to file or cause to be filed any such amended Pre-Closing Separate Tax Return that reflects a position for which Purchaser’s confidence level is less than “more likely than not” (or an equivalent standard under an applicable foreign Law). Purchaser shall use commercially reasonable efforts to provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a reasonable timeline requested by Seller, which information and timeline shall be consistent with the past practice of the Purchased Entities (or Subsidiaries thereof), as applicable.

Tax Returns. (a) Seller The Sellers shall prepare (and timely file or cause to be prepared) (i) prepared and timely filed, in accordance with past practice of the Acquired Companies, all Income Tax Returns of the Transferred Entities required to be filed by or in respect of the Transferred Assets or the Business with respect to taxable periods ending the Acquired Companies on or before after the Closing Date (“for a Pre-Closing Tax Returns”) Period (other than a Straddle Period), and (ii) shall timely pay or cause to be timely paid all Combined Taxes due in respect of such Income Tax Returns. Within five (5) Business Days of filing, the Sellers shall deliver to Purchaser a copy of each such Income Tax Return. Purchaser shall prepare and timely file or cause to be prepared and timely filed, in accordance with past practice of the Acquired Companies (except to the extent that Purchaser or the Acquired Companies determine, with the written advice of independent Tax counsel (to be delivered to the Sellers and which is reasonably acceptable to the Sellers), that there is not at least “substantial authority,” within the meaning of Section 6662(d)(2)(B)(i) of the Code (or any corresponding or similar provision of non-U.S. Law), for a particular position), all other Tax Returns required to be filed by or with respect to the Acquired Companies after the Closing Date for a Pre-Closing Tax Returns of Period or Straddle Period. Purchaser shall deliver, or cause to be delivered, to the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred EntitySellers, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its their review and reasonable comment no less than all such Tax Returns at least (A) thirty (30) days prior to the applicable filing deadline due date for any Income Tax Returns (taking into account extensions validly obtained), and (B) ten (10) days prior to the filing due date for any other Tax Return (taking into account extensions validly obtained), and shall consider in good faith all reasonable comments of the Sellers. Upon the written request of Purchaser setting forth in detail the computation of the amount owed with respect to any Tax Return required to be filed by Purchaser pursuant to this Section 7.1 and agreed to by the Sellers (which agreement shall not be unreasonably withheld, conditioned, or delayed), the Sellers shall pay to Purchaser, no later than three (3) days prior to the due date for the applicable extensions) Tax Return, an amount equal to the Taxes for which the Sellers are liable pursuant to Section 9.2(e)(i). Notwithstanding anything in this Article 7, the Sellers shall have the exclusive right to prepare and file all Income Tax Returns (including amended Income Tax Returns), of or with respect to the Acquired Companies for any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities Period (other than Combined a Straddle Period), and for the purpose of clarity, Purchaser shall not be entitled to review or comment on any such Income Tax Returns (including amended Income Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07).

Tax Returns. (a) Seller shall Sellers will prepare (or cause to be prepared) prepared and file or cause to be filed (i) all the Company’s federal income Tax Returns of Return for the Transferred Entities or in respect of the Transferred Assets or the Business with respect to taxable periods ending Company’s tax years that end on or before prior to the Closing Date (“Pre-Closing Tax Returns”) Date, and (ii) all Combined Tax Returns. Pre-Closing applicable state and local income Tax Returns for Company tax years that end on or prior to the Closing Date. Sellers will provide Buyer with drafts of the Transferred Entities shall be prepared on a basis consistent with the past practices such Tax Returns in respect of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment income Taxes no less later than thirty (30) days prior to the applicable filing deadline due date thereof (taking all valid extensions into account applicable extensionsaccount) any Pre-Closing and will permit Buyer to review and comment on such income Tax Return Returns. Sellers will address in good faith Buyer’s comments on such income Tax Returns; provided, that Buyer must provide Sellers with respect its comments no later than fifteen (15) days prior to a Transferred Entity (other a Combined Tax Return) that has a the due date thereof (including applicable extensions) after taking all valid extensions into account). Buyer will prepare or cause to be prepared and file or cause to be filed all other Tax Returns for the Company for all Tax periods ending on or prior to the Closing Date that are not filed on or before the Closing Date and Seller shall consider for all Straddle Periods. Buyer will provide Sellers with drafts of any such Tax Returns in good faith any reasonable written comments that Purchaser submits to Seller respect of income Taxes no later than ten thirty (1030) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect prior to the Transferred Entities due date thereof (other than Combined Tax Returnstaking all valid extensions into account) and Seller shall timely file (or cause will permit Sellers to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets review and all Combined comment on such income Tax Returns. Seller shall pay Buyer will address in good xxxxx Xxxxxxx’ comments on such income Tax Returns; provided, that Sellers must provide Buyer with their comments no later than fifteen (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder15) all Taxes due with respect to such Tax Returns days prior to the extent Seller is liable for such Taxes pursuant to Section 11.07due date thereof (taking all valid extensions into account).

Tax Returns. (a) Seller Sellers shall prepare (or be responsible for, and shall cause to be prepared) prepared and filed, (i) all Tax Returns of the Transferred Acquired Entities or in respect of the Transferred Assets or the Business with respect that are required to taxable periods ending be filed on or before prior to the Closing Date (“Pre-Closing Tax Returns”taking into account applicable extensions) and (ii) all Combined Pass-Through Tax Returns (such Tax Returns described in (i) and (ii), “Seller Tax Returns”). Pre-Closing Each such Seller Tax Returns of the Transferred Entities Return shall be prepared on a basis consistent with the past practices of the applicable Transferred Entitypractices, except as unless otherwise required by applicable Law. Seller Representative shall deliver a copy of each such Seller Tax Return required to Purchaser be filed after the Closing Date to Buyers for its review and reasonable comment no less later than thirty fifteen (3015) calendar days prior to the applicable filing deadline such Tax Return (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and ). Seller Representative shall consider in good faith all reasonable comments received from Buyers in writing to any reasonable written comments that Purchaser submits to such Seller Tax Return no later than ten (10) calendar days following after the delivery date such Seller Tax Return is delivered to Buyers. The Parties agree that all income Tax deductions in connection with the payment of any fees and expenses payable by the Acquired Entities or Sellers arising from, incurred in connection with, or incident to this Agreement and the transactions contemplated hereby (including, for the avoidance of doubt, any Outstanding Transaction Expenses), and expenses relating to the existing Indebtedness of the Acquired Entities (including any deferred financing costs, loan fees, any costs related to the redemption of any Indebtedness, any costs related to prepayment penalties or premiums and any accrued (and not previously deducted) original issue discount on any Indebtedness) or other amounts taken into account as a liability in Adjusted Working Capital that will be paid at or before Closing, shall be reported on the Tax Returns of the Acquired Entities for the Pre-Closing Tax Period to the extent such deductions are “more likely than not” deductible in such Pre-Closing Tax Period. The Parties agree that seventy-percent (70%) of any success-based fees shall be treated as deductible to the extent permitted pursuant to the safe-harbor election of Revenue Procedure 2011-29. Any “extraordinary items” (within the meaning of Section 1.706-4(e)(2) of the Treasury Regulations) arising on the Closing Date but after the Closing shall be consistently reported by the Parties in accordance with Section 1.706-4(e)(1) of the Treasury Regulations (without regard to Section 1.706-4(e)(3) of the Treasury Regulations). Sellers shall be solely responsible for prompt payment of any and all income Taxes related to any items of income, gain, loss or deduction “passed-through” to Sellers on any Pass-Through Tax Return to Seller such of any of the Acquired Entities for any Pre-Closing Tax ReturnPeriod. Purchaser Buyers shall timely file (or be responsible for, and shall cause to be timely prepared and filed) , all such Pre-Closing other Tax Returns due after of the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07Acquired Entities.

Tax Returns. (a) Seller shall prepare (or shall cause to be prepared) prepared (i) all any combined, consolidated or unitary Tax Returns Return that includes any member of the Transferred Entities Seller Group, on the one hand, and the Company or in respect any of its Subsidiaries, on the Transferred Assets other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or the Business with respect to the Company or any of its Subsidiaries for any taxable periods ending period that ends on or before the Closing Date (a “Pre-Closing Separate Tax ReturnsReturn”) and (ii) all Combined Tax Returns. Pre-Closing Tax Returns of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law). Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns due that are required to be filed after the Closing Date (including applicable extensions) with respect at least 30 days prior to the Transferred Entities due date for filing such Tax Returns (other taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than Combined 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns) Returns not less than five Business Days before such Taxes are due, and Seller Purchaser shall timely file (or cause to be timely filedfiled such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Pre-Closing Tax Returns with respect to the Transferred Assets Company and all Combined its Subsidiaries for Straddle Tax ReturnsPeriods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required to be filed by or with respect to the Company or any of its Subsidiaries for any Straddle Tax Period before the later of (i) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any extensions) accompanied by a statement - 64 - calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall pay (or cause use commercially reasonable efforts to be paid, which payment shall be satisfied if Seller pays to Purchaser settle the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Returns Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller is liable for such Taxes pursuant shall not be required to Section 11.07.provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaser. 7.6

Tax Returns. (a) Seller Following the Closing, Buyer shall prepare (or cause to be prepared) (i) prepared all Tax Returns of required to be filed by the Transferred Entities or in respect of the Transferred Assets or the Business with respect Company. Tax Returns to taxable periods ending on or before be prepared following the Closing Date (“Pre-Closing Tax Returns”) and (ii) all Combined Tax Returns. Pre-Closing Tax Returns that may affect the amount of Reorganization Taxes or any other Taxes for which the Transferred Entities Seller Parties may be liable pursuant to Section 9.2(b), shall be prepared on in a basis manner consistent with the past practices of the applicable Transferred Entity, Company except as otherwise required by applicable Law. Buyer shall provide such Tax Returns, together with a statement setting forth the amount and calculation of any Reorganization Taxes, to Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty at least forty-five (3045) days prior to before the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after for the Closing Date filing of any such Tax Return for Seller’s review and comment. Seller shall consider provide any written comments to Buyer not later than fifteen (15) days after receiving any such Tax Return and, if Seller does not provide any written comments within such fifteen (15)-day period, Seller shall be deemed to have accepted such Tax Return. Seller and Buyer shall attempt in good faith to resolve any reasonable written comments that Purchaser submits dispute with respect to Seller no later than ten (10) days following the delivery of any such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file If Seller and Buyer are unable to resolve any such dispute at least fifteen (or cause to be timely filed15) all such Pre-Closing Tax Returns days before the due after the Closing Date date (including applicable extensions) with respect for the filing of any such Tax Return, the dispute shall be referred to the Transferred Entities (other than Combined Tax Returns) Accounting Firm for resolution and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment fees shall be satisfied if shared one-half by Seller pays and one-half by Buyer. If the Accounting Firm is unable to Purchaser resolve any such dispute before the amount due date (including applicable extensions) for the filing of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to any such Tax Returns Return, such Tax Return shall be filed as prepared by Buyer, subject to amendment, if necessary, to reflect the extent Seller is liable for such Taxes pursuant to Section 11.07.resolution of the dispute by the Accounting Firm. (d)

Tax Returns. (a) Seller shall prepare (or cause to be prepared) (i) prepared all income Tax Returns of for the Transferred Entities or in respect of the Transferred Assets or the Business with respect to taxable Company for all periods ending on or before prior to the Closing Date (“Pre-Closing Tax ReturnsPeriods”) and the due date of which is after the Closing Date (ii) all Combined such Tax Returns. , the “Pre-Closing Period Tax Returns”). Purchaser will cause such Tax Returns to be signed and filed by the Company provided that such Tax Returns comply with the requirements herein and the Seller submits payment for all Taxes (other than any Excluded Taxes) owed under said Tax Returns at the time of filing for the Company. Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns of the Transferred Entities Company for any Straddle Period and any non-income Tax Returns of the Company for all periods ending on or prior to the Closing Date, the due date of which is after the Closing Date (the “Purchaser Returns”). All such Pre-Closing Period Tax Returns and Purchaser Returns shall be prepared on and filed in a basis manner consistent with the past practices practice of the applicable Transferred Entity, except as Company unless otherwise required by a change in applicable Law. Purchaser shall submit each Purchaser Return to Seller shall deliver to Purchaser for its review and reasonable comment no less than at least thirty (30) days prior to the applicable due date for the filing deadline of such Purchaser Returns (taking into account applicable any extensions) any Pre-Closing ); provided that, if such Purchaser Return is not an income Tax Return with respect (“Non-Income Purchaser Return”), the Purchaser shall deliver such Non-Income Purchaser Return to a Transferred Entity (other a Combined Tax Return) that has a Seller as soon as practicable on or prior to the due date (including applicable taking into account any extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that for filing such Non-Income Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause have the right to be paidreview, which payment comment, and approve such Purchaser Returns and Purchaser shall be satisfied if reflect such comments from Seller pays to on such Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent such comments are not inconsistent with the standard set forth in the previous sentence; provided that, with respect to any Non-Income Purchaser Return, if the Seller is not able to complete its review and comment prior to the due date (taking into account any extensions) of such Non-Income Purchaser Returns, (1) such Non-Income Tax Return shall be timely filed and, (2) upon resolution of any comments made by Seller, if and to the extent required, such Non-Income Tax Returns shall be amended to reflect such resolution, and (3) the amount of Tax for which Seller is liable for under this Agreement shall be appropriately adjusted and Seller and Buyer shall make appropriate payments to other party consistent with such Taxes pursuant to Section 11.07adjustment and this Agreement.

Tax Returns. (aExcept as otherwise provided in Section 7.7(a) above, the Seller shall prepare (and file or cause to be prepared) prepared and filed when due (i) all Tax Returns of the Transferred Entities that are required to be filed by or in respect of the Transferred Assets or the Business with respect to any of the Subject Companies for taxable years or periods ending on or before the Closing Date (“Pre-Closing Tax Returns”) and (ii) all Combined Texas franchise Tax Returns. PreReturns in which the Subject Companies would be included for pre-Closing Tax Returns of activities, and the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (remit or cause to be timely filed) all remitted any Taxes due in respect of such Pre-Closing Tax Returns. The Seller shall permit the Purchaser to review and comment upon such Tax Returns described in clause (ii) of this Section 7.7(b) prior to the filing thereof, such comments to be considered in good faith by the Seller. The Purchaser shall prepare and file or cause to be prepared and filed when due all Tax Returns that are required to be filed by or with respect to any of the Subject Companies for taxable years or periods ending after the Closing Date (including applicable extensions) with respect to excluding any Texas franchise Tax Returns in which the Transferred Entities (other than Combined Tax Returns) Subject Companies would be included for pre-Closing activities), and Seller the Purchaser shall timely file (remit or cause to be timely filed) all Pre-Closing remitted any Taxes due in respect of such Tax Returns. All such Tax Returns shall be prepared in a manner consistent with past practice. The Purchaser shall provide a written request to the Seller setting forth in detail the computation of the amount owed by the Seller for taxable periods that end on or before the Closing Date, and, with respect to any Straddle Period, the Transferred Assets portion of such Straddle Period deemed to end on and all Combined include the Closing Date, at least 30 days prior to the due date for the applicable Tax ReturnsReturn. The Seller shall pay (or cause to the Purchaser, no later than two days prior to the due date for the applicable Tax Return, the Seller’s allocable share pursuant to this Section 7.7 of the Taxes which are payable with any Tax Return to be paid, which payment shall be satisfied if Seller pays to filed by the Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to any Straddle Period. The term “Straddle Period ” means a taxable year or period beginning on or before, and ending after, the extent Seller is liable for such Taxes pursuant to Section 11.07Closing Date.

Tax Returns. (a) Seller shall prepare (or cause to be prepared) (i) all Tax Returns of the Transferred Entities or in respect of the Transferred Assets or the Business with respect to taxable For any tax periods ending on or before the Closing Date, Seller shall prepare or cause to be prepared, at Seller’s expense, and timely file all Tax Returns for Company which are required to be filed after the Closing Date with respect to such tax periods (the “Pre-Closing Tax Returns”) and (ii) all Combined ). Subject to the requirements of applicable Tax Returns. Law, each Pre-Closing Tax Returns of the Transferred Entities Return shall be prepared on in a basis manner consistent with the past practices of the applicable Transferred EntityCompany, except as otherwise required by applicable Lawbut in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Pre-Closing Return (along with associated tax workpapers) to Purchaser for its review and reasonable comment no less than Buyer at least thirty (30) days prior to the applicable date on which such Pre-Closing Return is required to be filed (taking into account extension) and in the case of a return due within 30 days after the Closing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Seller, it shall, within ten (10) days of receiving such Pre-Closing Return, notify the Seller of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Pre-Closing Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing deadline date of the Pre-Closing Return at issue (taking into account applicable extensions) any ), then such Pre-Closing Tax Return with respect shall be filed as prepared by the Seller, subject to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the Closing Date and disputed items. Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery provide a copy of such Pre-Closing Tax Return Returns to Seller Buyer promptly after the filing of such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07.AGREEMENT FOR PURCHASE OF LLC INTEREST ACTIVE 64517303v2

Tax Returns. (ai) Seller Parent shall prepare (or cause to be prepared) (i) prepared and filed all Tax Returns of the Transferred Entities or in respect of the Transferred Assets or the Business with respect required to be filed by any Group Company for any taxable periods period ending on or before prior to the Closing Date and for any Straddle Period which are to be filed after the Closing Date (taking into account applicable extensions of time to file) (the “Pre-Closing Tax Returns”) and (ii) all Combined Tax Returns). Except as set forth in Schedule 9.2(a), each such Pre-Closing Tax Returns of the Transferred Entities Return shall be prepared on at the sole cost and expense of the Representative (up to a basis maximum aggregate amount of $150,000, after which any costs and expenses thereof will be paid by Buyer) and, unless a change is required by Applicable Law or as expressly contemplated by this Agreement, in a manner consistent with each Group Company’s prior positions and practices; the past practices Transaction Tax Deductions shall be treated for Tax purposes as deductible in the Pre-Closing Tax Period; and the Company shall elect to treat 70% of any “success-based fees” within the meaning of Rev. Proc. 2011-29 as deductible in a Pre-Closing Tax Period in accordance with such revenue procedure. To the extent any such Pre-Closing Tax Return reflects an income or other Tax for which Sellers are liable under this Agreement or otherwise (or that may otherwise affect the amounts payable to Sellers contemplated by this Agreement), Parent shall submit such Pre-Closing Tax Return, accompanied by an allocation between the Representative (with respect to the Sellers) and Parent of the applicable Transferred EntityTaxes shown to be due on such Pre-Closing Tax Return, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than the Representative at least thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after for the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery filing of such Pre-Closing Tax Return (taking into account any valid extensions of time to Seller file). The Representative shall have the right to review and comment on such Pre-Closing Tax Return. Purchaser , and Parent shall timely file (or cause to be timely filedreflect such comments received in writing in accordance with Section 6.2(b)(ii) all from the Representative on such Pre-Closing Tax Return to the extent such comments are consistent with the standard set forth in the second sentence of this Section 6.2(b)(i). Notwithstanding anything to the contrary herein, Parent’s obligations to submit Tax Returns (and any allocations with respect thereto) to the Representative pursuant to this Section 6.2(b)(i) shall only apply if and to the extent that Sellers have any 66 Liability to Parent under this Agreement (or such Tax Returns would otherwise affect the amounts payable to Sellers contemplated by this Agreement), including Section 9, for the Taxes due after the Closing Date (including applicable extensions) and payable with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07.

Tax Returns. (ai) Seller Except as specifically provided in Section 5.9(i) (Transfer Taxes), Sellers’ Representative shall prepare (or cause to be prepared) (i) prepared all Tax Returns of the Transferred Entities or in respect of the Transferred Assets or the Business Acquired Companies that are required to be filed with respect to any taxable periods period ending on or before the Closing Date (the “Pre-Closing Tax Period Returns”) and (ii) all Combined Tax Returns). The Pre-Closing Tax Period Returns of the Transferred Entities prepared and filed by Sellers’ Representative shall be prepared on in a basis manner that is consistent with the past practices prior practice of the applicable Transferred EntityAcquired Company (including prior Tax elections and accounting methods or conventions made or utilized by the Acquired Company) (“Prior Practice”), except as otherwise required by applicable Law. Seller Sellers’ Representative shall deliver timely file or cause to Purchaser for its review and reasonable comment no less than thirty be timely filed Pre-Closing Period Returns due (30including valid extensions) days prior on or before the Closing Date. With respect to the applicable filing deadline Pre-Closing Period Returns due (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable valid extensions) after the Closing Date and Seller Date, Sellers’ Representative shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of deliver such Pre-Closing Period Returns to the relevant Buyer (which, for purposes of this Section 5.9(f) and Section 5.9(h) shall mean HoldCo, in the case of any Tax Return, Taxes or Tax Proceedings of or with respect to CG OpCo, any Subsidiary of CG OpCo, Overseas NewCo, any Subsidiary of Overseas NewCo, CCI OpCo or any Subsidiary of CCI OpCo, and Buyer IPCo, in the case of any Tax Return, Taxes or Tax Proceedings of or with respect to CCI IPCo, any Subsidiary of CCI IPCo, Chaus IPCo or any Subsidiary of Chaus IPCo) for review and comment at least 30 days prior to such due date (except where such due date is within 30 days after the Closing, in which case as soon as practical). Within 10 days of receiving a draft of such Tax Return (except where the relevant due date was within 30 days after the Closing, in which case as soon as practical), the relevant Buyer may provide written comments to Seller the Sellers’ Representative. Sellers’ Representative and the relevant Buyer shall cooperate in good faith to resolve any dispute prior to the due date of any such Pre-Closing Tax Period Return. Purchaser If Sellers’ Representative and the relevant Buyer cannot resolve any disputed item, the item in question shall timely file be resolved by the Accounting Firm as promptly as practicable. The fees and expenses of the Accounting Firm in connection with its work pursuant to this Section 5.9(f)(i) shall be paid fifty percent (50%) by Sellers’ Representative and fifty percent (50%) by the relevant Buyer. For the absence of doubt, the filing of any Pre-Closing Period Return shall not be delayed beyond its due date (taking into account valid extensions) on account of any unresolved disagreement between Sellers’ Representative and the relevant Buyer; provided, that the Parties shall promptly amend any such previously-filed Pre-Closing Period Return to reflect the Accounting Firm’s subsequent determination pursuant to this paragraph. Except as may be determined by the Accounting Firm or as otherwise provided by this Agreement, without the consent of Sellers’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed) neither Buyer nor any Acquired Company will (i) amend, or cause to be timely filed) all such amended, any Pre-Closing Period Return or (ii) make any Tax Returns due after the Closing Date (including applicable extensions) election that has retroactive effect with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all any Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07Period.

Tax Returns. (a) Seller shall shall, at his expense, prepare (or cause to be prepared, and timely file, or cause to be timely filed, all income Tax Returns for the Company required to be filed after the Closing Date with respect to any Tax period ending before the Closing Date (“Pre-Closing Income Tax Returns”). All such Pre-Closing Income Tax Returns shall be prepared on a basis consistent with past practice, including with respect to the jurisdictions in which such Tax Returns are filed (except as otherwise expressly provided in this Agreement or required by Applicable Law). At least forty-five (45) days prior to the date (iincluding extensions) on which any such Pre-Closing Income Tax Return to be prepared by Seller is due, Seller shall submit such Pre-Closing Income Tax Return to Purchaser for its review and approval. In the event that Purchaser disagrees with any aspect of any such Pre-Closing Income Tax Return and provides written notice of such disagreement to Seller within twenty (20) days after receipt of such Pre-Closing Income Tax Return, time being of the essence, the parties will attempt in good faith to resolve such disagreement. In the event that such disagreement has not been resolved within five (5) days of Seller’s receipt of the written notice of disagreement, then the disagreement will be submitted to the Neutral Accountant for resolution prior to the due date or filing of such Pre-Closing Income Tax Return, applying the procedures of Section 2.4(c), mutatis mutandis (including with respect to the sharing of fees). Purchaser shall, at its expense, prepare or cause to be prepared, and timely file, or cause to be timely filed, all Tax Returns of for the Transferred Entities or in respect of Company required to be filed after the Transferred Assets or the Business Closing Date with respect to taxable periods any Tax period or portion thereof ending on or before the Closing Date (“Pre-Closing Tax ReturnsPeriod”) and (ii) all Combined Tax Returns. ), other than Pre-Closing Income Tax Returns of the Transferred Entities (“Purchaser-Prepared Tax Returns”). All such Purchaser-Prepared Tax Returns shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, practice (except as otherwise expressly provided in this Agreement or required by applicable Applicable Law). Seller shall deliver to Purchaser for its review and reasonable comment no less than At least thirty (30) days (except where such 30-day period is not practical, in which case as soon as practical) prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller on which any such Purchaser-Prepared Tax Return to be prepared by Purchaser is due, Purchaser shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of submit such PrePurchaser-Closing Prepared Tax Return to Seller for his review and approval. In the event that Seller disagrees with any aspect of any such PrePurchaser-Closing Prepared Tax Return. Purchaser shall timely file (or cause to be timely filed) all Return and provides written notice of such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays disagreement to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07.within fifteen

Tax Returns. (a) Seller Except as otherwise provided in Section 7.17(b), Buyer shall prepare (or cause to be prepared) (i) responsible for preparing and filing all Tax Returns of the Transferred Entities or in respect of Company and the Transferred Assets or the Business with respect to taxable Company Subsidiaries for all periods ending on or before prior to the Closing Date and due after the Closing Date (“Pre-Closing Company Tax Returns”) and (ii) all Combined Tax Returns). Pre-Closing All Company Tax Returns of the Transferred Entities shall be prepared on a basis consistent with the past practices of the Company or the applicable Transferred EntityCompany Subsidiary except to the extent otherwise required by applicable Law; provided that in the case of any Company Tax Return required to be signed by Buyer or any of its affiliates (including the Company or any of the Company Subsidiaries after the Closing), such Company Tax Return shall not reflect any material position for which the likelihood of prevailing on the merits is not at least “more likely than not.” Buyer shall deliver, or cause to be delivered, to the Company Equityholders’ Representative each Company Tax Return reflecting Taxes indemnified pursuant to Article X at least thirty (30) calendar days prior to the due date thereof (taking into account any extensions thereof) and Buyer shall reflect on the filed return any reasonable comments received from the Company Equityholders’ Representative in writing within twenty (20) calendar days following the date such Tax Returns are delivered by Buyer to the Company Equityholders’ Representative to the extent such comments reflect a position that is at least “more likely than not” to prevail on the merits. The Company shall prepare and file all Tax Returns of the Company and the Company Subsidiaries due prior to the Closing Date (“Pre-Closing Tax Returns”). All Pre-Closing Tax Returns shall be prepared on a basis consistent with the past practices of the Company or the applicable Company Subsidiary except as to the extent otherwise required by applicable Law. Seller The Company shall deliver to Purchaser for its review and reasonable comment provide Buyer with copies of each such U.S. federal or state income or any other material Tax Return promptly after the Company has prepared such Tax Return, but in no less event later than thirty twenty (3020) calendar days prior to the applicable due date for filing deadline (taking into account applicable extensions) the return. If Buyer disputes any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined items shown on any such Tax Return) that has a due date (including applicable extensions) after , Buyer shall notify the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than Company within ten (10) calendar days following the delivery of after receiving such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser Buyer and the Company shall timely file (or cause negotiate in good faith and use commercially reasonable efforts to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07resolve any disputed items.

Tax Returns. The Company shall prepare and timely file (aor cause to be prepared and timely filed) Seller any Tax Return required to be filed by the Company after the date hereof and on or before the Closing Date (taking into account all applicable extensions), and timely pay any Tax reflected thereon; provided, however, the Company will submit any such Tax Returns for income or other material Taxes to Parent for review and comment at least twenty (20) days prior to the due date for filing such Tax Return (taking into account all applicable extensions), and will consider in good faith any reasonable comments received in writing within ten (10) days of the Company’s delivery of such Tax Return to Parent. Parent shall prepare (or cause to be prepared) (i) all Tax Returns of the Transferred Entities or in respect of the Transferred Assets or the Business with respect to taxable periods ending on or before the Closing Date (“Pre-Closing Tax Returns”) and (ii) all Combined Tax Returns. Pre-Closing Tax Returns of the Transferred Entities shall be prepared on a basis manner consistent with the past practices of the applicable Transferred Entitypractice, except as unless otherwise required by applicable Law. Seller shall deliver to Purchaser for its review , and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due of the Company for all periods or portions thereof ending on or before the Closing Date that are required to be filed after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax “Parent Prepared Returns) and Seller shall timely file (or cause to be timely filed) all ”). Any Taxes shown as due on any such Parent Prepared Return which are Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment Taxes shall be satisfied if Seller pays remitted to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due Parent in accordance with respect to such Tax Returns Section 9.4 to the extent Seller is liable not included in Closing Debt, Unpaid Company Transaction Expenses or otherwise accounted for such in the Initial Merger Consideration. In the event that any Parent Prepared Return shows any material Pre-Closing Taxes that form the basis for a claim of indemnification against the Equityholders pursuant to Section 11.07this Agreement, Parent shall submit a draft of each such Tax Return at least twenty (20) days prior to the date such Tax Return is to be filed to the Equityholders Representative for its review and comment. Parent shall consider in good faith all timely received reasonable comments of the Equityholders Representative requested in writing within ten (10) days of Parent’s delivery of such Tax Return to the Equityholders Representative.

Tax Returns. (a) Seller Sellers shall cause the Company, at their sole cost and expense, to prepare (or cause to be prepared) (i) prepared in a manner consistent with past practice and timely file or cause to be timely filed all federal, state, local and foreign Tax Returns of the Transferred Entities Company or in respect of the Transferred Assets or the Business its Subsidiary with respect to taxable periods ending on or before any Pre-Closing Tax Period that are due prior to the Closing Date (“Pre-Closing Tax Returns”) and (ii) all Combined Tax Returns. Pre-Closing Tax Returns of the Transferred Entities shall pay or cause to be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) paid any Pre-Closing Tax Return with Taxes due in respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return Returns. The Sellers shall provide the Counterparty with copies of all such Tax Returns no later than 30 days prior to Seller such the due date for filing thereof for the Counterparty’s review and Sellers’ Representative shall accept all reasonable comments provided by Counterparty within 10 Business Days. Except with respect to Pre-Closing Tax Return. Purchaser Returns, Counterparty, at its sole cost and expense, shall prepare or cause to be prepared in a manner consistent with past practice to the extent permitted by applicable Law and timely file (or cause to be timely filed) filed all such Pre-Closing Tax Returns due after of the Closing Date (Company and its Subsidiary, including applicable extensions) with respect to the Transferred Entities a Straddle Period (other than Combined “Straddle Period Tax Returns) and Seller ”). As soon as reasonably practicable prior to filing any such Tax Returns, the Counterparty shall timely file (or cause submit to be timely filed) all Pre-Closing the Sellers’ Representative such Tax Returns Returns, taking into account, for the avoidance of doubt, any extensions with respect to the Transferred Assets and all Combined such Tax Returns, for the Sellers’ Representative to review and comment on such Tax Returns, and the Counterparty shall accept all reasonable comments provided by the Sellers’ Representative within 10 Business Days to the extent such comments relate to a Tax Liability of the Sellers. Seller The Sellers’ Representative shall pay (or cause remit to be paid, which payment shall be satisfied if Seller pays to Purchaser the Counterparty the amount of Taxes shown as due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to on any such Tax Returns to the extent Seller such amount is liable attributable to a Pre-Closing Tax Period (allocated, with respect to a Straddle Period Tax Return, in accordance with Section 6.6(b)) within five Business Days. Counterparty acknowledges and agrees that it shall file an IRS Form 1065 (and similar applicable state and local income Tax Returns) for such Taxes pursuant the Company with respect to Section 11.07each of (1) the Company’s taxable year ending on December 31, 2019 and (2) the Company’s taxable year beginning January 1, 2020 (which shall not be less than six months).”

Tax Returns. (a) Seller shall The Sellers shall, at the Sellers’ expense, prepare (or cause to be prepared) (i) , and timely file or cause to be filed, all income Tax Returns of the Transferred Entities or in respect Company for which the items of income, gain, loss and deduction flow through to the Transferred Assets or the Business with respect to Sellers for taxable periods ending on or before the Closing Date (“Pre-Closing Tax Returns”) and (ii) all Combined Tax Returns. Pre-Closing Tax Returns of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline that are due (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensionsextensions properly obtained) after the Closing Date (each, a “Seller Tax Return”). All Seller Tax Returns shall be prepared in accordance with applicable Law and, to the extent not inconsistent with applicable Law or this Agreement, the past practice of the Company. The Sellers shall provide the Buyer with copies of all such Seller Tax Returns as soon as practicable after the preparation, but reasonably in advance of the filing, thereof, for the Buyer’s review and Seller comment, and the Sellers shall consider in good faith any reasonable written comments to such Seller Tax Returns that Purchaser submits to are requested reasonably in advance of the due date for filing thereof by the Buyer. The Sellers shall pay any Taxes reflected on any Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return when due. The Buyer shall prepare or cause to Seller such be prepared all (x) other Tax Returns of the Company for taxable periods ending on or prior to the Closing Date that are due (taking into account any extensions properly obtained) after the Closing Date (each, a “Pre-Closing Tax Return”) and (y) Tax Returns for Straddle Periods (each, a “Straddle Tax Return”)1. Purchaser All Pre-Closing Tax Returns and Straddle Tax Returns shall timely file (be prepared in accordance with applicable Law and, to the extent not inconsistent with applicable Law or cause to be timely filed) this Agreement, the past practice of the Company. The Buyer shall provide the Sellers with copies of all such Pre-Closing Tax Returns due and Straddle Tax Returns as soon as practicable after the preparation, but reasonably in advance of the filing, thereof, for the Sellers’ review and comment, and the Buyer shall consider in good faith any comments to such Tax Returns that are requested reasonably in advance of the due date for filing thereof by the Sellers. The Sellers shall reimburse Buyer for any Taxes reflected on any Pre-Closing Date Tax Return and its portion of any Taxes reflected on any Straddle Tax Return (including applicable extensionsdetermined in accordance with Section 8.7(b) with respect to any Straddle Tax Return) at least three (3) days prior to the Transferred Entities due date of such Tax Return. Any and all Company expenses for (A) bonuses or other than Combined compensation paid on or prior to the Closing Date by the Company in connection with the transactions contemplated hereby, (B) relating to Repaid Indebtedness paid on or prior to the Closing Date, (C) Company Transaction Expenses paid on or prior to the Closing Date and (D) the exercise or cancellation of any phantom stock awards on or prior to the Closing Date, including but not limited to the amounts paid pursuant to the Settlement and Release Agreements by the Company after Closing (such deductions described in clauses (A) through (D) the “Transaction Tax ReturnsDeductions”) and Seller shall timely file be deducted in a taxable period (or cause portion of any Straddle Period) ending on or prior to the Closing Date, as long as such Transaction Tax Deductions are “more likely than not” deductible (or deductible at a higher confidence level) by the Company in such period. For purposes of the foregoing, the Parties agree to make an election pursuant to Revenue Procedure 2011-29, 2011-18 IRB that seventy percent (70%) of any success-based fees are deductible for U.S. federal income tax purposes, and such deductions shall be timely filedincluded in the calculation of Transaction Tax Deductions. Notwithstanding the foregoing, this Section 8.7(a) all Pre-Closing Tax Returns shall not apply with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns relating to the extent Seller is liable for such Taxes pursuant to Section 11.07any sales or similar Tax Liability.

Tax Returns. (a) Seller shall prepare (file or cause to be prepared) (i) filed when due all Tax Returns of the Transferred Entities that are required to be filed by or in respect of the Transferred Assets or the Business with respect to the Company for taxable years or periods ending on or before the Closing Date (“Pre-Closing and shall timely pay any Taxes due in respect of such Tax Returns”. Purchaser shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to the Company for taxable years or periods ending after the Closing Date, and shall timely pay any Taxes due in respect of such Tax Returns; PROVIDED, HOWEVER, that to the extent Seller is liable for all or a part of 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 comment and (ii) all Combined Tax Returns. Pre-Closing no such Tax Returns of the Transferred Entities shall be filed with any taxing authority without Seller's prior written consent, such consent not to be unreasonably withheld. Any Tax Return described in this Section 5.3(e) shall be prepared on a basis consistent with the past practices of the applicable Transferred EntityCompany and in a manner that does not distort taxable income (E.G., except as otherwise required by applicable Lawdeferring income or accelerating deductions). Seller shall deliver pay to Purchaser the Taxes for its review and reasonable comment no less than thirty (30which Seller is liable pursuant to Section 5.3(a) but which are payable with respect to Tax Returns to be filed by Purchaser pursuant to this section within ten days prior to the applicable due date for the filing deadline (taking into account applicable extensionsof such Tax Returns. Purchaser shall pay to Seller the Taxes for which Purchaser is liable pursuant to Section 5.3(b) any Pre-Closing Tax Return but which are payable with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent be filed by Seller is liable for such Taxes pursuant to Section 11.07this section within ten days prior to the due date for the filing of such Tax Returns.

Tax Returns. (a) Except as otherwise required by Law, Seller shall prepare (prepare, or cause to be prepared) (i) , and shall file, or cause to be filed, all Tax Returns of the Transferred Entities or in respect of the Transferred Assets or the Business with respect to any Purchased Assets for any taxable period which ends prior to the applicable Closing Date or with respect to the private student Loan origination, marketing, servicing, refinancing and consolidation business of Seller. Except as otherwise required by Law, Buyer shall prepare or cause to be prepared and shall file or cause to be filed all Tax Returns with respect to the Purchased Assets for taxable periods ending on or before the after such Closing Date (“Pre-Closing Tax Returns”other than any Seller Group Return) or with respect to the private student Loan origination, marketing, servicing, refinancing and (ii) all Combined Tax Returns. Pre-Closing consolidation business of Seller; provided that, with respect to any such Tax Returns of relating to the Transferred Entities Purchased Assets for a Straddle Period, such Tax Returns shall be prepared on and all elections with respect to such Tax Returns shall be made, to the extent permitted by Law, in a basis manner consistent with Seller’s past practice. Before filing any Tax Return relating to the past practices Purchased Assets with respect to any Straddle Period, Buyer shall provide Seller with a copy of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than such Tax Return at least thirty (30) days prior to the applicable last date for timely filing deadline (taking into account applicable extensions) any Pre-Closing such Tax Return (giving effect to any valid extensions thereof) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section 9.1(a). If for any reason Seller does not agree with respect Xxxxx’s calculation of its indemnification obligation, Seller shall notify Buyer of its disagreement within fifteen (15) Business Days of receiving a copy of the Tax Return and Xxxxx’s calculation. If the Parties are unable to a Transferred Entity (other a Combined Tax Return) that has a resolve any dispute prior to the due date of such Tax Return (including applicable giving effect to valid extensions), Buyer shall file the Tax Return as originally prepared (but, reflecting any items on which the Parties have agreed) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days amend such Tax Return if necessary following the delivery resolution of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect dispute pursuant to the Transferred Entities (other than Combined Tax Returns) and method set forth in Section 9.6. If Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns agrees with respect to the Transferred Assets and all Combined Tax Returns. Xxxxx’s calculation of its indemnification obligation, Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser Buyer the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns Seller’s indemnification at the time specified in Section 9.1(d). Notwithstanding anything herein to the extent contrary, Seller is liable for such Taxes pursuant shall be entitled to Section 11.07prepare in all respects, and neither Buyer nor any of its Affiliates shall be entitled to receive a copy of or comment on, any Seller Group Return.

Tax Returns. (a) Seller shall prepare (or cause to be prepared) (i) , and file or cause to be filed, all income Tax Returns that include the results of the Transferred Entities or in respect operations of the Transferred Assets Companies for any taxable period, or the Business with respect to taxable periods portion thereof, ending on or before prior to the Closing Date (the “Pre-Closing Seller Company Tax Returns”) and (ii) all Combined Tax Returns). Pre-Closing Such Seller Company Tax Returns of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entityshall, except as otherwise required by applicable LawLaws, be prepared in a manner consistent with the reasonable past practices of the Companies. Purchaser shall furnish to Seller as soon as reasonably practicable after the Closing Date, and in any event within one-hundred twenty (120) days after the Closing Date, all information concerning each Company required for the preparation of U.S. federal, state, local or foreign income Tax Returns of Seller, with respect to any taxable periods (or portions thereof) through the Closing Date. Purchaser shall prepare and file all Tax Returns of the Companies that are not Seller Company Tax Returns that are due after the Closing Date. Such Tax Returns shall, except as otherwise required by applicable Laws, be prepared in a manner consistent with the reasonable past practices of the Companies. With duplication of any right of recovery herein (including to the extent already taken into account in computing the Purchase Price, such as inclusion in Working Capital or Indebtedness), Seller shall deliver pay to Purchaser the relevant Company the amount of any Taxes attributable to the Pre-Closing Period portion of any Tax Return for its review and reasonable comment no less than thirty a Straddle Period, as determined in accordance with Section 6.5(c), at least five (305) days prior to the applicable filing deadline due date of such Tax Return. During the period in which Purchaser may make a claim for indemnification under Section 7.2, Purchaser shall not (taking into account applicable extensionsi) cause or permit the Companies to amend or modify any Tax Return of the Companies relating to any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after Period or the portion of any Straddle Period ending on the Closing Date and Seller shall consider in good faith or (ii) enter into or permit the Companies to enter into discussions regarding any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such voluntary disclosure involving Taxes for any Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after Period, the portion of any Straddle Period ending on the Closing Date (including applicable extensions) with respect or any other Taxable period of the Companies ending prior to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to Date, in each case without the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paidconsent of Seller, which payment consent shall not be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07unreasonably withheld, conditioned or delayed.

Tax Returns. (a) Seller shall, or where relevant shall cause the Purchased Entities to, timely prepare (or cause to be prepared) (i) and file with the relevant Taxing Authorities all Tax Returns of the Transferred Purchased Entities or in respect of the Transferred Assets or the Business with respect to taxable periods ending on or before the Closing Date (“Pre-Closing Date. Seller shall provide drafts of such Tax Returns”) , and (ii) all Combined Tax Returns. Pre-Closing draft copies of the pro forma Tax Returns of the Transferred Purchased Entities that will be included in any Tax Return for any Company Group with respect to which none of the Purchased Entities is the parent, to Purchaser 60 days prior to the date such Tax Returns are due for Purchaser's review and comment. Purchaser shall, or shall cause the Purchased Entities to, timely prepare and file with the relevant Taxing Authorities all Tax Returns for any taxable periods of the Purchased Entities beginning after the Closing Date and all Tax Returns with respect to any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"). Purchaser shall furnish Seller with a draft of each Straddle Period Tax Return at least 60 days before such Tax Return is due, and no such Tax Return shall be filed with any Taxing Authority without Seller's written consent, which consent shall not be unreasonably withheld. All Tax Returns to be prepared by Seller pursuant to this Section 6.01 and all Straddle Period Tax Returns shall be prepared on a basis consistent with applicable law and the past practices of the applicable Transferred Entity, except as otherwise required by applicable LawPurchased Entities. Seller shall deliver to Purchaser All Tax Returns for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (taxable period including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments be filed on the basis that Purchaser submits to Seller no later than ten (10) days following the delivery relevant taxable period ended at the end of the day on the Closing Date, unless the relevant Taxing Authority will not accept such Pre-Closing Tax Return to Seller such Pre-Closing a Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07.

Tax Returns. (a) Seller Canadian Purchaser shall prepare (or cause to be prepared) (i) prepared all Tax Returns of the Transferred Entities or in respect of the Transferred Assets or the Business with respect to taxable Wxxxx Canada for all Tax periods ending on or before the Closing Date and which are required to be filed after the Closing Date (“PrePost-Closing Tax Returns”). The Sellers shall have the right to review any income tax returns to be filed for such periods prepared by Canadian Purchaser (“Post-Closing Income Tax Returns”) and (ii) all Combined Tax Returns. PreCanadian Purchaser shall provide the Sellers with such Post-Closing Income Tax Returns of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than at least thirty (30) days prior to the applicable relevant filing deadline (taking into account applicable extensions) any Predue date. Post-Closing Income Tax Returns shall be prepared on a consistent basis with past practice, including the taking of any deductions, provided that such past practice and deductions are made in accordance with applicable Law. If an item is treated in a Post-Closing Income Tax Return in a manner which is not consistent with the previous filing position of Wxxxx Canada with respect to such item or if an item was not previously covered in a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after previous income tax return of Wxxxx Canada, the Closing Date and Seller shall consider Sellers may notify Canadian Purchaser in good faith any reasonable written comments that Purchaser submits to Seller no later than writing within ten (10) days following the Business Days after delivery of such Prethe Post-Closing Income Tax Returns to the Sellers of their disagreement with the treatment of such item in the Post-Closing Income Tax Return together with a reasonably detailed description of the objection. Sellers and the Canadian Purchaser will use good faith efforts to Seller resolve any such Pre-Closing Tax Returnobjections within three (3) business days after delivery of the notice of disagreement. Other than as provided in this Section 15.2, Canadian Purchaser shall timely may file (or cause to be timely filed) all such Preany Post-Closing Tax Returns due after as prepared. None of the Closing Date (including applicable extensions) with respect to Canadian Purchaser or any affiliate of the Transferred Entities (other than Combined Tax Returns) and Seller Canadian Purchaser shall timely file (or shall cause to be timely filedor permit Wxxxx Canada to) all Preamend, refile or otherwise modify any Post-Closing Tax Returns with respect to in a manner which causes the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause Sellers’ to be paidliable to indemnify Canadian Purchaser pursuant to Article XII or causes a reduction in the Final Canadian Net Working Capital without the prior written consent of Sellers, which payment consent may not be unreasonably withheld, delayed, or conditioned, unless such amendment, refilling or modification is required by law. The parties agree that Wxxxx Canada shall elect under subsection 256(9) of the ITA so that control of Wxxxx Canada shall be satisfied if Seller pays considered to Purchaser have been acquired on the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07Closing Date.

Tax Returns. (a) Seller shall prepare (or shall cause to be prepared) prepared (i) all any combined, consolidated or unitary Tax Returns Return that includes any member of the Transferred Entities Seller Group, on the one hand, and the Company, on the other hand (a “Combined Tax Return”), and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or in respect of the Transferred Assets or the Business with respect to the Company for any taxable periods ending period that ends on or before the Closing Date (a “Pre-Closing Separate Tax ReturnsReturn”) and (ii) all Combined Tax Returns. Pre-Closing Tax Returns of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law). Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the Company (or of Seller with respect to the Company). Seller shall prepare and deliver, or cause to be delivered, to Purchaser, including for its review and comment, all Pre-Closing Separate Tax Returns due that are required to be filed after the Closing Date (including applicable extensions) with respect at least 30 days prior to the Transferred Entities due date for filing such Tax Returns (other taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than Combined 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns) Returns not less than five Business Days before such Taxes are due, and Seller Purchaser shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to filed such Tax Returns and timely pay any Taxes shown to the extent Seller is liable for be due with such Taxes pursuant to Section 11.07Tax Returns.

Tax Returns. (a) Seller shall timely prepare and file (or cause to be preparedtimely prepared and filed) (i) all Tax Returns of the Transferred Entities any Seller Affiliated Group (including Tax Returns that are required to be filed by or in respect of the Transferred Assets or the Business with respect to taxable any Nutrition Entity as part of a Seller Affiliated Group for Tax years or periods ending on or before the Closing Date), (ii) all other income Tax Returns required to be filed with respect to any Nutrition Entity for any Tax period ending on or before the Closing Date (other than any Straddle Period), and (iii) all other Tax Returns required to be filed with respect to any Nutrition Entity by Seller or any of its Subsidiaries that are due (taking into account requests for extensions to file such returns) on or before the Closing Date (those Tax Returns described in clauses (i) to (iii), “Pre-Closing Seller Tax Returns”). In each case, subject to the limitations described in Section 8.01, Seller shall timely remit (or cause to be timely remitted) and (ii) all Combined any Taxes shown as due on such Seller Tax Returns. Pre-Closing As any such Seller Tax Return relates to the Nutrition Entities, (A) Seller shall prepare such Seller Tax Returns of the Transferred Entities shall be prepared on a basis consistent in accordance with the past practices of the applicable Transferred EntityNutrition Entities, except as otherwise required by applicable Law. (B) completed drafts of any such Seller Tax Returns filed after the Closing Date shall deliver be submitted to Purchaser for its review and reasonable comment no less not later than thirty (30) days prior to the applicable due date for filing deadline (taking into account applicable extensions) any Pre-Closing such Seller Tax Return (or, if such due date is within forty-five (45) days following the Closing Date, as promptly as practicable following the Closing Date) for Purchaser’s review and comment; provided, that with respect to any Tax Return of a Transferred Entity (other a Combined Tax Return) that has a due date Seller Affiliated Group, Seller shall be obligated to provide only pro forma statements (including applicable extensionsthe relevant data used to create such pro forma statements, excluding data that may disclose information about the operations of any member of a Seller Affiliated Group other than a Nutrition Entity) after reporting the Closing Date operations of the Nutrition Entities on a separate return basis, and (C) Seller shall consider in good faith any reasonable written comments changes to such Seller Tax Returns described in clause (ii) above that are reasonably requested by Purchaser, and shall make any changes to any Seller Tax Return described in clause (ii) above that Purchaser submits reasonably determines are necessary to enable an authorized officer of the applicable Nutrition Entity to sign such Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07.

Tax Returns. (a) Seller shall prepare (or shall cause to be prepared) prepared (i) all any combined, consolidated or unitary Tax Returns Return that includes any member of the Transferred Entities Seller Group, on the one hand, and the Company or in respect any of its Subsidiaries, on the Transferred Assets other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or the Business with respect to the Company or any of its Subsidiaries for any taxable periods ending period that ends on or before the Closing Date (a “Pre-Closing Separate Tax ReturnsReturn”) and (ii) all ). Seller shall timely file or cause to be timely filed any Combined Tax Returns. Return and any Pre-Closing Separate Tax Returns of Return that is required to be filed on or before the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except Closing Date (taking into account any extensions). Except as otherwise required by applicable Law, Seller shall prepare or cause to be prepared any such Combined Tax Return and Pre-Closing Separate Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall deliver prepare and deliver, or cause to Purchaser for be delivered, to Buyer all Pre-Closing Separate Tax Returns that are required to be filed by the Company or any of its review and reasonable comment no less than Subsidiaries after the Closing Date at least thirty (30) days prior to the applicable due date for filing deadline such Tax Returns (taking into account applicable any extensions) ), or as early as possible before such due date if, at the time of Closing, any Pre-Closing such Tax Return is due in less than thirty (30) days, together with respect to a Transferred Entity payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five (other a Combined Tax Return5) that has a due date (including applicable extensions) after the Closing Date Business Days before such Taxes are due, and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser Buyer shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to filed such Tax Returns and timely pay any Taxes shown to the extent Seller is liable for be due with such Taxes pursuant to Section 11.07Tax Returns.

Tax Returns. (a) Seller The Company shall prepare (file or cause to be prepared) filed when due (itaking into account all extensions properly obtained) all Tax Returns of that are required to be filed by or with respect to the Transferred Entities Acquired Companies on or prior to the Closing Date, and the Company shall remit or cause to be remitted any Taxes due in respect of the Transferred Assets such Tax Returns. Parent shall, or the Business shall cause Purchaser to, file or cause to be 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 Acquired Companies for taxable years or periods ending on or before the Closing Date and for any Straddle Period (“Pre-Closing Purchaser Prepared Tax Returns”) and (ii) all Combined Tax Returns). Pre-Closing The Purchaser Prepared Tax Returns of the Transferred Entities shall be prepared on in a basis manner consistent with the past prior tax accounting practices and methods of the Acquired Companies (except to the extent that Purchaser reasonably determines that such Tax Returns cannot be so prepared and filed or an item so reported in accordance with applicable Transferred EntityLegal Requirements). To the extent that such Purchaser Prepared Tax Returns reflect a liability for which an indemnity claim may be made pursuant to Section 11.2(a) or a refund payable to the Selling Shareholders pursuant to Section 7.2(c), except as otherwise required by applicable Law. Seller Parent shall, or shall deliver cause Purchaser to, provide to the Sellers’ Representative copies of all such Purchaser for its review and reasonable comment no less than Prepared Tax Returns (including all relevant work papers) that are income Tax Returns at least thirty (30) days prior to filing and all such Purchaser Prepared Tax Returns (including all relevant work papers) that are non-income Tax Returns at least fifteen (15) days prior to filing, shall permit the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Sellers’ Representative to review and comment on each such Purchaser Prepared Tax Return with respect prior to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date filing and Seller shall consider in good faith any all reasonable written comments made by the Sellers’ Representative that Purchaser submits to Seller no later than are requested within ten (10) days following the after delivery of such Purchaser Prepared Tax Returns. Parent and Purchaser shall incorporate any such reasonable comments requested by the Sellers’ Representative to the extent such comments relate to items that would be expected to affect the Taxes of the Selling Shareholders. The Parties acknowledge and agree that (i) to the extent applicable Tax-related Legal Requirements so permit, the Parties will treat or elect to treat the taxable year of the Acquired Companies as terminating on the Closing Date, (ii) to the extent applicable Tax-related Legal Requirements so permit, any income Tax deduction arising from the bonuses, option cashouts, restricted stock units, or other compensation and transaction expenses payments funded with the Purchase Price or made by the Company or its Subsidiaries in connection with the transactions contemplated by this Agreement shall be allocable to the Pre-Closing Tax Return Period, and (iii) to Seller such Prethe extent applicable Tax-Closing Tax Returnrelated Legal Requirements so permit, e-TeleQuote shall make a timely election under Revenue Procedure 2011-29, 2011-18 I.R.B. 746, to apply the seventy per cent (70%) safe-harbor to any expenses that are “success based fees” as defined in Treasury Regulation Section 1.263(a)-5(f). Purchaser For the avoidance of doubt, the Sellers’ Representative shall timely file (prepare and file, or cause to be timely prepared and filed) , all such Pre-Closing Tax Returns due after of the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07Company.

Tax Returns. (ai) Seller The Seller, at its sole cost and expense, shall prepare (and timely file, or cause to be prepared) prepared and timely filed, (ix) all Tax Returns of the Transferred Entities or in respect of the Transferred Assets or the Business with respect to taxable periods ending any Seller Affiliated Group (such Tax Returns, the “Company Consolidated Tax Returns”), (y) all Tax Returns with respect to the Company Entities that are required to be filed on or before prior to the Closing Date Date, and (“z) all separate Income Tax Returns of any Company Entity (other than Company Consolidated Tax Returns) for any Pre-Closing Tax Returns”Period (other than a Straddle Period) (collectively, the Tax Returns described in clauses (y) and (ii) all Combined z), the “Seller-Filed Tax Returns”). PreAll Seller-Closing Filed Tax Returns of the Transferred Entities that are not Income Tax Returns shall be prepared on in a basis manner consistent with the past practices of the applicable Transferred Entitypractice, except as otherwise required by applicable Law, and without a change of any election or any accounting method of any Company Entity. The Seller shall deliver provide a draft of each Seller-Filed Tax Return to Purchaser be filed after the Closing Date to the Buyer for its review and reasonable comment no less than thirty (30) comment, along with any relevant accompanying schedules, documents and work papers prepared by the Seller, at least 30 days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) of such Tax Returns. The Seller shall incorporate all timely and reasonable comments of the Buyer into such Tax Returns filed after the Closing Date received in writing within ten days following receipt. Notwithstanding the foregoing, the Buyer shall cause the applicable Company Entity to file all such Seller-Filed Tax Returns prepared by the Seller and timely delivered to the Buyer in accordance with this ‎Section 5.8. The Seller shall consider in good faith pay to the Buyer an amount equal to any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such PreIndemnified Taxes shown as due and payable on any Seller-Closing Filed Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after filed by the Closing Date (including applicable extensions) with respect Buyer at least five days prior to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, date on which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07are due and payable by Buyer or the applicable Company Entity.

Tax Returns. The Company shall timely prepare and file (aor cause to be prepared and filed) Seller any Tax Return required to be filed by the Company on or before the Closing Date, and timely pay any Tax reflected thereon. Parent shall prepare (or cause to be prepared) in a manner consistent with the Company’s past practice and file (ior cause to be filed) all Tax Returns of the Transferred Entities or in respect of the Transferred Assets or the Business with respect to taxable Company for all periods ending on before or before including the Closing Date (“that are required to be filed after the Closing Date; provided, however, the Equityholders shall be responsible for any Pre-Closing Taxes in accordance with Section 9.2(a)(vi), subject to the next sentence of this Section 6.8(a). Such Tax Returns”) Returns shall be prepared in a manner that utilizes, to the greatest extent permitted by applicable Law, any net operating losses, Tax credits and (ii) all Combined other Tax Returns. assets attributable to Pre-Closing Periods (including any net operating losses, Tax Returns credits and other Tax assets attributable to the taxable period of the Transferred Entities shall be prepared Company ending on the Closing Date) to reduce or eliminate Pre-Closing Taxes (including any gain arising as a basis consistent with the past practices result of the applicable Transferred Entity, except as otherwise required by applicable LawExcluded Assets Transfer). Seller Parent shall deliver to Purchaser for its review and reasonable comment no less than the Equityholders Representative a draft of each such Tax Return at least ten (10) Business Days (provided that such Tax Returns shall be delivered at least thirty (30) days in the case of any income Tax Return) prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing date such Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause is to be timely filed) all , and shall permit the Equityholders Representative to review and comment on such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect make such revisions to such Tax Returns as are reasonably requested by the Equityholders Representative; provided, however, that any comments of the Equityholders Representative are given to Parent within a reasonable amount of time after receipt by the extent Seller is liable for Equityholders Representative of such Taxes pursuant draft and no less than five (5) days prior to Section 11.07such filing due date under applicable Law; provided that Parent has timely delivered such Tax Return as set forth above.

Tax Returns. (ai) Seller The Sellers shall prepare (or cause to be prepared) (i) prepared and file or cause to be filed all Tax Returns of for the Transferred Entities or in respect of the Transferred Assets or the Business with respect Acquired Companies that relate solely to a taxable periods period ending on or before the Closing Date and that are not due prior to the Closing Date (“Pre-Closing Tax Returns”) taking into account any extensions thereof). All costs and (ii) all Combined Tax Returns. Pre-Closing expenses of preparing and filing such Tax Returns of the Transferred Entities shall be prepared on borne by the Sellers. The Sellers shall (A) provide Acquiror with a basis consistent with the past practices copy of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) each such Tax Return at least 30 calendar days prior to the applicable earlier of (1) the date such Tax Return is filed and (2) the due date for filing deadline such Tax Return (taking into account applicable extensionsany extensions thereof) any Pre-Closing and (B) promptly deliver such additional information regarding each such Tax Return with respect as may reasonably be requested by Acquiror. The Sellers shall reflect any revisions to a Transferred Entity (other a Combined such Tax Return) that has a due date (including applicable extensions) after the Closing Date Returns as are reasonably and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Returntimely requested by Acquiror. Purchaser The Sellers shall timely file pay to the appropriate Taxing Authority any Taxes shown as due on any such Tax Returns. (ii) Acquiror shall prepare or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) prepared and Seller shall timely file (or cause to be timely filed) filed all Pre-Closing Tax Returns for the Acquired Companies that relate to any Straddle Period. All costs and expenses of preparing and filing such Tax Returns shall be borne by the Acquiror. Acquiror shall (A) provide the Sellers with respect a copy of each such Tax Return at least 30 calendar days prior to the Transferred Assets earlier of (1) the date such Tax Return is filed and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser 2) the amount of Taxes due for a Tax return that Purchaser is responsible date for filing hereundersuch Tax Return (taking into account any extensions thereof) all Taxes due with respect and (B) promptly deliver such additional information regarding each such Tax Return as may reasonably be requested by the Sellers. Acquiror shall reflect any revisions to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07.as are reasonably and timely requested 5

Tax Returns. (a) The Seller and Seller Shareholder shall prepare (and file or cause to be prepared) (i) prepared and filed when due all Tax Returns of the Transferred Entities that are required to be filed by or in respect of the Transferred Assets or the Business with respect to each Target Group Company for taxable years or periods ending on or before the Closing Date that are filed after the Closing Date (“Pre-Closing Tax Returns”) and (ii) all Combined Tax Returns. Pre-Closing Tax Returns of the Transferred Entities shall be prepared on in a basis manner consistent with the past practices of the applicable Transferred Entitypractice, except as otherwise required by applicable Law, and the Seller and Seller Shareholder shall pay all Taxes in respect of such Pre-Closing Tax Returns. Seller shall deliver to Purchaser for its review and reasonable comment no less No later than thirty (30) days prior to the applicable due date for filing deadline (taking into account applicable extensions) any of a Pre-Closing Tax Return Return, the Seller Shareholder shall provide the Buyer with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery copy of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser The Seller and Seller Shareholder shall timely file (or cause make such changes to be timely filed) all such Pre-Closing Tax Returns due after Return as the Buyer may reasonably request, and shall not file such Pre-Closing Date (including applicable extensions) with respect to Tax Return without the Transferred Entities (other than Combined Tax Returns) Buyer’s consent, which shall not be unreasonably withheld, conditioned or delayed. The Buyer shall prepare and Seller shall timely file (or cause to be timely filed) filed all Tax Returns required to be filed by each Target Group Company other than Pre-Closing Tax Returns with respect Returns; provided, however, that no later than thirty (30) days prior to the Transferred Assets due date for filing of a Tax Return in respect of Taxes for which the Seller or Seller Shareholder is partly responsible pursuant to this Agreement, the Buyer shall provide the Seller Shareholder with a copy of such Tax Return and all Combined shall make such changes to the portions of the Tax Returns. Return that relate to the Taxes for which the Seller or Seller Shareholder is responsible as the Seller Shareholder may reasonably request, and shall pay (or cause to be paidnot file such Tax Return without the Seller Shareholder’s consent, which payment shall not be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07unreasonably withheld, conditioned or delayed.

Tax Returns. (a) Seller Representative, at Sellers’ sole cost and expense, shall engage RSM to prepare (or cause to be prepared) (i) prepared all Tax Returns that are first due by or on behalf of any Group Company (taking into account extensions validly obtained) after the Transferred Entities or in respect of the Transferred Assets or the Business with respect Closing Date that relate to a taxable periods period ending on or before the Closing Date (the “Pre-Closing Tax Seller Returns”) and (ii) all Combined Tax Returns. Pre-Closing Tax such Seller Returns of the Transferred Entities shall be prepared on in a basis manner consistent with the past practices practice of the applicable Transferred Entity, except as otherwise such Group Company unless a different treatment of any item is required by applicable Law. Seller Representative shall deliver permit Buyer to Purchaser review and comment on each such Seller Return that relates to income Taxes at least 30 days prior to the filing date with respect to such Seller Return (taking into account extensions validly obtained), and in the case of any other Seller Return, Seller Representative shall provide such Seller Returns to Buyer for its review and reasonable comment as soon as practicable but in no less event later than thirty (30) 10 days prior to the applicable filing deadline date with respect to such Seller Return (taking into account applicable extensionsextensions validly obtained). Seller Representative shall incorporate any reasonable revisions provided prior to the due date for a Seller Return (taking into account extensions validly obtained) any Pre-Closing Tax Return by Buyer to Seller Representative in writing with respect to a Transferred Entity (other Seller Return. Notwithstanding anything in this Agreement to the contrary, none of Buyer or its Representatives shall be required to sign or file any Seller Return if Buyer or its Representative believes in good faith that a Combined Tax Return) that has position reflected on such Seller Return is not supportable at a “more likely than not” or greater level of comfort. If Seller Representative and Buyer are unable to resolve any such dispute at least 10 days prior to the due date (including applicable extensions) after for filing any such Seller Return, the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to dispute will be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect referred to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns Accounting Expert for resolution in accordance with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount provisions of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.078.13.

Tax Returns. (a) Seller Parent shall prepare (or cause to be prepared) (i) all Tax Returns of the Transferred Entities or in respect of the Transferred Assets or the Business with respect to taxable periods ending on or before the Closing Date (“Pre-Closing Tax Returns”) and (ii) all Combined Tax Returns. Pre-Closing Tax Returns of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be prepared and timely filed) all such Tax Returns of the Company and its Subsidiaries or relating directly to the Business for any Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities Period (other than Combined a Straddle Tax ReturnsPeriod) and, to the extent due on or prior to the Closing Date, any Straddle Tax Period. Buyer shall prepare and Seller shall timely file (or cause to be prepared and timely filed) all Pre-Closing other Tax Returns Returns, other than Seller Parent’s Consolidated Group Tax Returns, of the Company and its Subsidiaries relating directly to the Business with respect to the Transferred Assets and all Combined any Straddle Tax ReturnsPeriod. If Seller shall pay Parent or Buyer is required to (or cause i) file any Tax Return to be paidprepared by the other party or (ii) bear the economic burden of any portion of the Tax payable in connection with any Tax Return to be prepared by the other party, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is party responsible for filing hereunder) all Taxes due with respect to preparing such Tax Returns Return (the “Preparer”) shall deliver to the extent Seller is liable other party (the “Reviewer”) a copy of such Tax Return and any supporting work schedules, work papers and other documentation relevant to the Reviewer’s review of such Tax Return not later than 45 days prior to the due date for such Taxes pursuant Tax Return (including applicable extensions) (the “Due Date”). The Preparer shall not file such Tax Return until the earlier of (i) the receipt of written notice from the Reviewer indicating the Reviewer’s consent thereto, or (ii) one day prior to Section 11.07the Due Date, and shall incorporate all reasonable comments of the Reviewer. If the Reviewer is required to file such Tax Return, the parties will discuss in good faith any reasonable comments of the Reviewer and revise the Tax Return accordingly prior to the filing of such Tax Return.