Common use of Filing Responsibility Clause in Contracts

Filing Responsibility. (a) Seller shall prepare or shall cause the Transferred Company and its Subsidiaries to prepare, consistent with past practice, (i) any Combined Tax Return and (ii) any Tax Return required to be filed by or with respect to the Transferred Company or any of its Subsidiaries for any taxable period that ends, or that is due (taking into account extensions validly obtained), on or before the Closing Date. Seller shall timely file, or cause to be timely filed, all Tax Returns described in clause (i) above and all Tax Returns described in clause (ii) above that are required to be filed (taking into account extensions validly obtained) on or before the Closing Date. With respect to any Tax Returns described in clause (ii) above to be filed after the Closing Date that are due 30 days or more following the Closing Date (taking into account extensions), Seller shall deliver or cause to be delivered such Tax Return to IPH for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) at least 20 days prior to the due date for filing such Tax Return. Seller shall, prior to filing such Tax Returns, make any reasonable changes requested by IPH relating to any item that could reasonably be expected to have an adverse effect on the Taxes of the Transferred Company or any of its Subsidiaries and IPH or any of its Affiliates after Closing; provided, that if Seller declines to make such reasonable changes requested by IPH, IPH shall grant or cause to be granted a representative of Seller a limited power of attorney and take any other action necessary to enable Seller to execute and file such Tax Return. IPH shall not amend or revoke any Tax Returns described in clause (ii) of the first sentence of this Section 7.3(a) (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 request and expense and upon receipt of IPH’s written consent (which consent shall not be unreasonably withheld, conditioned or delayed), IPH shall file, or cause to be filed, any and all amended Tax Returns (or claims for refund of Taxes) for or with respect to the Transferred Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date as prepared by or at direction of Seller; provided, that if IPH fails to provide its written consent for any reason, IPH shall grant or cause to be grated a representative of Seller a limited power of attorney and take any other action necessary to enable Seller to execute and file such amended Tax Return.

Filing Responsibility. Subject to such Tax Returns as are to be prepared and filed (aor caused to be prepared and timely filed) Seller shall prepare or shall cause the Transferred Company by ITW Parent and its Subsidiaries Affiliates pursuant to preparethe ITW Purchase Agreement, consistent with past practiceGraco will, or will cause Sellers to, prepare and timely file (ior cause to be prepared and timely filed) all (1) Tax Returns of any Combined Tax Return and (ii) Seller or any Tax Return Acquired Subsidiary required to be filed by or with respect to the Transferred Company or any of its Subsidiaries for any taxable period that ends, or that is due (taking into account extensions validly obtained), on or before the Closing Date. Seller shall timely file, or cause to be timely filed, Date (after taking into account extensions therefor) and (2) all Tax Returns described in clause (i) above and all involving Income Taxes with respect to the Liquid Finishing Business or the Acquired Assets with respect to any Pre-Closing Tax Returns described in clause (ii) above Period that are required to be filed (taking into account extensions validly obtained) on or before after the Closing Date. With respect To the extent that any such Tax Returns filed by Sellers relate to any Acquired Subsidiary, such Tax Returns described shall be prepared in clause accordance with past practice (ii) above unless a contrary position is required by Applicable Law). Subject to such Tax Returns as are to be prepared and filed after (or caused to be prepared and timely filed) by ITW Parent and its Affiliates pursuant to the Closing Date that are due 30 days or more following the Closing Date ITW Purchase Agreement, Purchaser Parent and US Purchaser will prepare and timely file (taking into account extensions), Seller shall deliver or cause to be delivered such Tax Return to IPH for its review, comment prepared and approval (which approval shall not be unreasonably withheld, conditioned or delayedtimely filed) at least 20 days prior to the due date for filing such Tax Return. Seller shall, prior to filing such Tax Returns, make any reasonable changes requested by IPH relating to any item that could reasonably be expected to have an adverse effect on the Taxes of the Transferred Company or any of its Subsidiaries and IPH or any of its Affiliates after Closing; provided, that if Seller declines to make such reasonable changes requested by IPH, IPH shall grant or cause to be granted a representative of Seller a limited power of attorney and take any other action necessary to enable Seller to execute and file such Tax Return. IPH shall not amend or revoke any all Tax Returns described in clause that Sellers and the Acquired Subsidiaries are not obligated to file (ii) of the first sentence of this Section 7.3(a) (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 request and expense and upon receipt of IPH’s written consent (which consent shall not be unreasonably withheld, conditioned or delayed), IPH shall file, or cause to be filed) pursuant to this Section 6.4(b). Purchaser Parent, US Purchaser and Sellers will discharge all Income Tax liabilities shown on any Tax Return based on the assumption and all amended allocation of Income Tax Returns (or claims for refund of Taxes) for or with respect liabilities provided in this Agreement without regard to the Transferred Company or party that has prepared the Tax Return, and the party responsible for payment of any amount of its Subsidiaries for any taxable period that ends Income Taxes shown due on or before a Tax Return shall pay such unpaid amount to the Closing Date as prepared by or at direction party filing the Tax Return no later than one (1) Business Day prior to the filing of Seller; provided, that if IPH fails to provide its written consent for any reason, IPH shall grant or cause to be grated a representative of Seller a limited power of attorney and take any other action necessary to enable Seller to execute and file such amended Tax Return.

Filing Responsibility. (a) Seller shall Sellers will timely prepare or shall cause the Transferred Company and its Subsidiaries to prepare, consistent with past practice, (i) any Combined Tax Return and (ii) any Tax Return required to be filed by or with respect to the Transferred Company or any of its Subsidiaries for any taxable period that ends, or that is due (taking into account extensions validly obtained), on or before the Closing Date. Seller shall timely file, file or cause each Acquired Company to be timely filed, prepare and file at the expense of the Sellers all Tax Returns described in clause (i) above and all Tax Returns described in clause (ii) above of or including any Acquired Company that are required to be filed (taking into account extensions validly obtainedwith extensions) on or before the Closing DateDate and to pay all Taxes shown as due on any such Tax Return. With respect to any All such Tax Returns described will be made and filed by the Sellers or the Acquired Companies in clause (iia manner consistent with the most recent prior practice of the Acquired Companies and with Applicable Law except that the Income Tax Tax Returns for the period that ends on the Closing Date will reflect 338(h)(10) above Elections and deductible expenses attributable to the Acquired Companies to the extent allowed by Applicable Law and in accordance with past practices of Sellers. Sellers Agent will, at the expense of Sellers, prepare and file or cause to be prepared and filed all Tax Returns of each Acquired Company and each of the Acquired Companies’ Subsidiaries for all periods ending on or prior to the Closing Date that are required to be filed after the Closing Date that are due 30 days Date. Each party (or more following the Closing Date (taking into account extensionsparties) responsible for preparing and filing any Income Tax Tax Return pursuant to this Section 5.9(a), Seller shall deliver consider in good faith any reasonable comments of the other party (or cause parties) in respect of such Income Tax Tax Return, provided that all Company Transaction Expenses borne by Sellers will be deemed attributable to be delivered the Pre-Closing Tax Period to the extent permitted by Applicable Law. The parties shall cooperate in good faith to resolve any dispute with respect to any such Income Tax Tax Return and if the parties are unable to IPH for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) resolve any such dispute at least 20 ten days before the due date (including extensions) for any such Income Tax Tax Return, the dispute shall be referred to an accounting firm of international reputation mutually agreeable to Sellers and Buyer (the “Tax Accountant”) and any such determination by the Tax Accountant shall be final. If any such dispute is not resolved by the Tax Accountant prior to the due date (including extensions) for filing any such Income Tax Tax Return, such Income Tax Tax Return shall be filed as originally prepared and later amended to reflect the Tax Accountant’s determination, if necessary. Seller shall, prior to filing such Tax Returns, make any reasonable changes requested by IPH relating to any item that could reasonably be expected to have an adverse effect on the Taxes The expenses of the Transferred Company or any of its Subsidiaries Tax Accountant shall be borne equally by Buyer and IPH or any of its Affiliates after Closing; provided, that if Seller declines to make such reasonable changes requested by IPH, IPH shall grant or cause to be granted a representative of Seller a limited power of attorney and take any other action necessary to enable Seller to execute and file such Tax Return. IPH shall not amend or revoke any Tax Returns described in clause (ii) of the first sentence of this Section 7.3(a) (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 request and expense and upon receipt of IPH’s written consent (which consent shall not be unreasonably withheld, conditioned or delayed), IPH shall file, or cause to be filed, any and all amended Tax Returns (or claims for refund of Taxes) for or with respect to the Transferred Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date as prepared by or at direction of Seller; provided, that if IPH fails to provide its written consent for any reason, IPH shall grant or cause to be grated a representative of Seller a limited power of attorney and take any other action necessary to enable Seller to execute and file such amended Tax ReturnSellers.

Filing Responsibility. (a) Seller Sellers shall prepare and file or shall cause Windmill, as the Transferred Company case may be, to prepare and its Subsidiaries to preparefile, consistent with past practice, (i) any Combined Tax Return and (ii) any Tax Return required to be filed by or all Returns with respect to Taxes attributable to the Transferred Company Assets, the Business, the Xxxxx Xxxx Business, the Special Inventory or any of its Subsidiaries for any taxable period that endsthe Xxxxx Xxxx Assets, or that is due (taking into account extensions validly obtained)of Windmill, on or before the Closing Date. Seller shall timely file, or cause to be timely filed, all Tax Returns described in clause (i) above and all Tax Returns described in clause (ii) above that are required to be filed (taking into account extensions validly obtainedtherefor) on or before prior to the Closing Date. With respect Sellers shall prepare and file, or shall cause to be prepared and filed, any consolidated, combined or unitary Return that includes Sellers or any of their Affiliates (and any Return that relates in whole or in part to Taxes (or Tax Returns items) described in clause (ii2) above or (3) of the definition of Excluded Taxes). To the extent that any such Tax Returns filed by Sellers after the Closing Date pertain to Windmill, they shall be prepared in accordance with past practice (unless contrary position is required by law). Buyer shall file or cause to be filed all Returns attributable to the Assets, the Business, the Xxxxx Xxxx Business, the Special Inventory or the Xxxxx Xxxx Assets, or of Windmill, for which Sellers do not have filing responsibility pursuant to this Section 7.3(c); PROVIDED, HOWEVER, that in the case of any Returns required to be filed after the Closing Date that are due 30 days for which Buyer has filing responsibility pursuant to this Section 7.3(c) and for which Sellers could have liability under this Agreement (including any Return for Property Taxes attributable to the Equipment for any Tax period or more following portion thereof ending on or prior to the Closing Conversion Date (taking into account extensionsand any Straddle Period Tax Return of Windmill, in each case, for which Buyer has filing responsibility pursuant to this Section 7.3(c)), Seller Buyer (i) shall deliver or cause to be delivered prepare all such Tax Returns in accordance with past practice (unless contrary position is required by law), (ii) shall provide Sellers with a draft of Buyer's proposed Return to IPH for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) at least 20 30 days prior to the due date (including extensions) for filing Sellers' review, and (iii) shall revise such Tax Return. Seller shall, Return prior to filing such Tax Returns, make (and file the Return as so revised) to reflect any reasonable changes requested by IPH relating good faith comments of Sellers given to any item that could reasonably be expected to have an adverse effect on the Taxes Buyer within 15 days of Sellers' receipt of the Transferred Company or any of its Subsidiaries and IPH or any of its Affiliates after Closing; provideddraft Return (PROVIDED, HOWEVER, that if Seller declines to make the extent that Buyer does not agree with Sellers' comments, the parties shall endeavor in good faith to resolve such reasonable changes requested disagreement and, failing that, a neutral CPA firm mutually selected by IPHSellers and Buyer shall resolve the disagreement prior to the due date, IPH including extensions, and the Return shall grant or cause be filed in the manner determined by such CPA firm). Buyer shall discharge all Tax liabilities shown on Returns that Buyer is required to be granted a representative of Seller a limited power of attorney and take any other action necessary file pursuant to enable Seller to execute and file such Tax Return. IPH shall not amend or revoke any Tax Returns described in clause (ii) of the first sentence of this Section 7.3(a7.3(c); PROVIDED, HOWEVER, that no later than one (1) (or Business Day prior to the filing of any notification or election relating thereto) without such Return, the prior written consent Sellers shall pay to the Buyer an amount equal to the amount of Seller (Taxes shown due on such consent not to be unreasonably withheld, conditioned or delayed). At Seller’s request and expense and upon receipt of IPH’s written consent (Return for which consent shall not be unreasonably withheld, conditioned or delayed), IPH shall file, or cause to be filed, any and all amended Tax Returns (or claims for refund of Taxes) for or Sellers are responsible with respect to the Transferred Company or such Return less any of its Subsidiaries estimated Taxes paid for any taxable period that ends on or before such Taxes prior to the Closing Date as prepared by or at direction of Seller; provided, that if IPH fails to provide its written consent for any reason, IPH shall grant or cause to be grated a representative of Seller a limited power of attorney and take any other action necessary to enable Seller to execute and file such amended Tax ReturnDate.

Filing Responsibility. (a) Seller shall prepare From and after the Closing Date, Parent shall, or shall cause its Affiliates to, timely prepare and file all Tax Returns of the Transferred Company and its Subsidiaries subsidiaries attributable to prepareany Pre-Closing Tax Period. For any such Tax Return of the Company and its subsidiaries, consistent with past practiceParent shall, or shall cause its affiliates to, (i) any Combined prepare and file timely the Tax Return and in accordance with the most recent past practice of such entity (except as otherwise required by applicable Law), (ii) any if such Tax Return required to be filed by is an income or with respect to the Transferred Company or any other material Tax Return, deliver a draft of its Subsidiaries for any taxable period that ends, or that is due (taking into account extensions validly obtained), on or before the Closing Date. Seller shall timely file, or cause to be timely filed, all Tax Returns described in clause (i) above and all Tax Returns described in clause (ii) above that are required to be filed (taking into account extensions validly obtained) on or before the Closing Date. With respect to any Tax Returns described in clause (ii) above to be filed after the Closing Date that are due 30 days or more following the Closing Date (taking into account extensions), Seller shall deliver or cause to be delivered such Tax Return to IPH the Stockholders’ Representative, for its the Stockholders’ Representative’s review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) at least 20 days prior to a reasonable period of time before the due date (after giving effect to any applicable extensions of time for filing filing) so that the Stockholders’ Representative has a meaningful opportunity to review and comment on such draft, and (iii) negotiate in good faith with the Stockholders’ Representative with respect to any comment provided in writing by the Stockholders’ Representative to Parent with respect to such Tax Return. Seller shall, prior If the 58 Stockholders’ Representative consents to filing such Tax Returns, make any reasonable changes requested by IPH relating to any item that could reasonably be expected to have an adverse effect on the Taxes of the Transferred Company or any of its Subsidiaries and IPH or any of its Affiliates after Closing; provided, that if Seller declines to make such reasonable changes requested by IPH, IPH shall grant or cause to be granted a representative of Seller a limited power of attorney and take any other action necessary to enable Seller to execute and file such Tax Return. IPH shall not amend or revoke any Tax Returns described in clause (ii) of the first sentence of this Section 7.3(a) (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 request and expense and upon receipt of IPH’s written consent (which consent shall not be unreasonably withheld, conditioned or delayed), IPH shall fileParent shall, or shall cause to be filedits Affiliates to, any and all amended Tax Returns (or claims for refund of Taxes) for or with respect to the Transferred Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date as prepared by or at direction of Seller; provided, that if IPH fails to provide its written consent for any reason, IPH shall grant or cause to be grated a representative of Seller a limited power of attorney and take any other action necessary to enable Seller to execute and file such amended Tax Returns as prepared by Parent. In the event of any disagreement between Parent and the Stockholders’ Representative regarding any Tax Return relating to any Pre-Closing Period that cannot be resolved by the tenth day prior to the due date for such Tax Return, such disagreement shall be resolved by the Independent Accounting Firm mutatis mutandis in accordance with the dispute resolution procedures set forth in Section 1.4(e), and any such determination by the Independent Accounting Firm shall be final. The fees and expenses of the Independent Accounting Firm shall be borne equally by Parent and the Stockholders’ Representative (on behalf of the Company Equityholders). If the Independent Accounting Firm does not resolve any differences between Parent and the Stockholders’ Representative with respect to such Tax Return at least five days prior to the due date therefor, such Tax Return shall be prepared and filed consistent with past practices of the Company and its subsidiaries and in accordance with Parent’s instructions and such Tax Return shall be amended to reflect the Independent Accounting Firm’s resolution.

Filing Responsibility. (a) Seller Sellers shall prepare and file or shall cause Windmill, as the Transferred Company case may be, to prepare and its Subsidiaries to prepare, consistent with past practicefile, (i) any Combined Tax Return and (ii) any Tax Return required to be filed by or all Returns with respect to Taxes attributable to the Transferred Company Assets, the Business, each Other Business, the Special Inventory or any of its Subsidiaries for any taxable period that endsthe Other Assets, or that is due (taking into account extensions validly obtained)of Windmill, on or before the Closing Date. Seller shall timely file, or cause to be timely filed, all Tax Returns described in clause (i) above and all Tax Returns described in clause (ii) above that are required to be filed (taking into account extensions validly obtainedtherefor) on or before prior to the Closing DateDate and (ii) all Returns in respect of any Transfer Taxes owing as a result of the sale and transfer of the Toledo Plant as contemplated hereby. With respect Sellers shall prepare and file, or shall cause to be prepared and filed, any consolidated, combined or unitary Return that includes -60- Sellers or any of their Affiliates (and any Return that relates in whole or in part to Taxes (or Tax Returns items) described in clause (ii2) above or (3) of the definition of Excluded Taxes). To the extent that any such Tax Returns filed by Sellers after the Closing Date pertain to Windmill, they shall be prepared in accordance with past practice (unless contrary position is required by Law). Buyer shall file or cause to be filed all Returns attributable to the Assets, the Business, each Other Business, the Special Inventory or the Other Assets, or of Windmill, for which Sellers do not have filing responsibility pursuant to this Section 7.3(c); PROVIDED, HOWEVER, that in the case of any Returns required to be filed after the Closing Date that are due 30 days for which Buyer has filing responsibility pursuant to this Section 7.3(c) and for which Sellers could have liability under this Agreement (including any Return for Property Taxes attributable to the Equipment for any Tax period or more following portion thereof ending on or prior to the Closing Conversion Date (taking into account extensionsand any Straddle Period Tax Return of Windmill, in each case, for which Buyer has filing responsibility pursuant to this Section 7.3(c)), Seller Buyer (i) shall deliver or cause to be delivered prepare all such Tax Returns in accordance with past practice (unless contrary position is required by Law), (ii) shall provide Sellers with a draft of Buyer's proposed Return to IPH for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) at least 20 30 days prior to the due date (including extensions) for filing Sellers' review, and (iii) shall revise such Tax Return. Seller shall, Return prior to filing such Tax Returns, make (and file the Return as so revised) to reflect any reasonable changes requested by IPH relating good faith comments of Sellers given to any item that could reasonably be expected to have an adverse effect on the Taxes Buyer within 15 days of Sellers' receipt of the Transferred Company or any of its Subsidiaries and IPH or any of its Affiliates after Closing; provideddraft Return (PROVIDED, HOWEVER, that if Seller declines to make the extent that Buyer does not agree with Sellers' comments, the parties shall endeavor in good faith to resolve such reasonable changes requested disagreement and, failing that, a neutral CPA firm mutually selected by IPHSellers and Buyer shall resolve the disagreement prior to the due date, IPH including extensions, and the Return shall grant or cause be filed in the manner determined by such CPA firm). Buyer shall discharge all Tax liabilities shown on Returns that Buyer is required to be granted a representative of Seller a limited power of attorney and take any other action necessary file pursuant to enable Seller to execute and file such Tax Return. IPH shall not amend or revoke any Tax Returns described in clause (ii) of the first sentence of this Section 7.3(a7.3(c); PROVIDED, HOWEVER, that no later than one (1) (or Business Day prior to the filing of any notification or election relating thereto) without such Return, the prior written consent Sellers shall pay to the Buyer an amount equal to the amount of Seller (Taxes shown due on such consent not to be unreasonably withheld, conditioned or delayed). At Seller’s request and expense and upon receipt of IPH’s written consent (Return for which consent shall not be unreasonably withheld, conditioned or delayed), IPH shall file, or cause to be filed, any and all amended Tax Returns (or claims for refund of Taxes) for or Sellers are responsible with respect to the Transferred Company or such Return less any of its Subsidiaries estimated Taxes paid for any taxable period that ends on or before such Taxes prior to the Closing Date as prepared by or at direction of Seller; provided, that if IPH fails to provide its written consent for any reason, IPH shall grant or cause to be grated a representative of Seller a limited power of attorney and take any other action necessary to enable Seller to execute and file such amended Tax ReturnDate.

Filing Responsibility. (a) Seller Chevron shall prepare and file, or shall cause the Transferred Company to be prepared and its Subsidiaries to preparefiled, consistent with past practice, (i) any Combined Tax Return and (ii) any Tax Return required for any Income Tax (which this provision only shall include foreign income taxes) that includes a member of the Chevron Group. Phillips shall prepare and filx, xx xxall cause to be prepared and filed, any Tax Return for any Income Tax (which this provision only shall include foreign income taxes) that includes a member of the Phillips Group. The Company shall file or cause to be filed by or all Tax Returns with respect to the Transferred Company or any of its Subsidiaries for which neither Chevron nor Phillips has filing responsibixxxx xxxsuant to (a) or (b) above. The Company shall not, and shall cause its Subsidiaries not to, file any taxable period that ends, or that is due (taking into account extensions validly obtained), on or before the Closing Date. Seller shall timely file, or cause to be timely filed, all Tax Returns described in clause (i) above and all Tax Returns described in clause (ii) above that are required to be filed (taking into account extensions validly obtained) on or before the Closing Date. With respect to any Tax Returns described in clause (ii) above to be filed after the Closing Date that are due 30 days or more following the Closing Date (taking into account extensions), Seller shall deliver or cause to be delivered such amended Tax Return to IPH for its reviewany Pre-Closing Period, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) at least 20 days prior to the due date for filing such Tax Return. Seller shall, prior to filing such Tax Returns, make any reasonable changes requested by IPH relating to any item that could reasonably be expected to have an adverse effect on the Taxes of the Transferred Company or any of its Subsidiaries and IPH or any of its Affiliates after Closing; provided, that if Seller declines to make such reasonable changes requested by IPH, IPH shall grant or cause to be granted a representative of Seller a limited power of attorney and take any other action necessary to enable Seller to execute and file such Tax Return. IPH shall not amend or revoke any Tax Returns described in clause (ii) of the first sentence of this Section 7.3(a) (or any notification or election relating thereto) without the prior written consent of Seller (Chevron, in the case of any such consent not to be unreasonably withheld, conditioned Tax Return that could affect the indemnification obligations of Chevron under this Annex or delayed). At Seller’s request and expense and upon receipt of IPH’s written consent (any Taxes for which consent shall not be unreasonably withheld, conditioned or delayed), IPH shall fileChevron is otherwise responsible, or Phillips, in the case of any xxxx Xxx Return that could affect the indemnification obligations of Phillips under this Annex or axx Xxxxx for which Phillips is otherwise responsixxx. Cooperation and Exchange of Information. Chevron, Phillips and the Company shaxx (xxx each shall cause its respective Subsidiaries to) cooperate with one another with respect to be filedTax matters. As soon as practicable, but in any event within 30 days after the request of Chevron, Phillips or the Company, from xxx xxxer the Closing Date, the Company shall deliver to Chevron or Phillips, respectively, and Xxxxxxx or Phillips, as the case may be, xxxxx xeliver to the Company, such information and data and make available such employees as Chevron, Phillips or the Company may rexxxxxxxx request in order to enable Chevron, Phillips or the Company to coxxxxxx and file all amended Tax Returns (or claims for refund of Taxes) for or which they each may be required to file with respect to the Transferred Company and its Subsidiaries and the Contributed assets and liabilities or to respond to Tax Proceedings or other inquiries relating to Taxes by any Governmental Entities and to otherwise enable Chevron, Phillips and the Company each xx xxxxxfy their respective accounting, Tax and other legitimate business requirements. Such cooperation and information shall include provision of powers of attorney to Chevron, Phillips or the Company relatixx xx Xxx matters (e.g., for the purpose of signing Returns and defending Tax Proceedings) and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Governmental Entity that relate to the Company and its Subsidiaries and the Contributed assets and liabilities, and providing copies of all relevant Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Governmental Entities and records concerning the ownership and tax basis of property, which Chevron, Phillips or the Company and itx Xxxxxxiaries may possess. Chevron, Phillips and the Company shall (xxx xxch shall cause its respective Subsidiaries to) make its employees and facilities available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Notwithstanding any other provision, (i) Chevron shall not be required to provide any Person with any consolidated, combined, affiliated or unitary Income Tax Return or copy thereof that includes Chevron or any other member of its Subsidiaries for the Chevron Group and (ii) Phillips shall not be requirex xx xxovide any taxable period Person with any consolidated, combined, affiliated or unitary Income Tax Return or copy thereof that ends on includes Phillips or before the Closing Date as prepared by or at direction of Seller; provided, that if IPH fails to provide its written consent for any reason, IPH shall grant or cause to be grated a representative of Seller a limited power of attorney and take any other action necessary to enable Seller to execute and file such amended Tax Return.member ox xxx Xxillips Group. REFUNDS

Filing Responsibility. (a) Seller Newpark shall prepare or shall cause the Transferred Company and its Subsidiaries to prepare, consistent with past practiceor cause to be prepared, (i) any Combined all Tax Return and (ii) any Tax Return Returns required to be filed by or with respect to the Transferred Company or any of its Subsidiaries for any taxable period that ends, or that is due (taking into account extensions validly obtained), on or before the Closing Date. Seller shall timely file, or cause to be timely filed, all Tax Returns described in clause (i) above and all Tax Returns described in clause (ii) above that are required to be filed (taking into account extensions validly obtained) on or before the Closing Date. With respect to any Tax Returns described in clause (ii) above to be filed Entities after the Closing Date that are due 30 days or more following the with respect to a Pre-Closing Date (taking into account extensions), Seller shall deliver or cause Tax Period other than with respect to be delivered a Straddle Period. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election or any accounting method and shall be submitted by Newpark to IPH for its reviewBuyer (together with schedules, comment and approval (which approval shall not be unreasonably withheldstatements and, conditioned or delayedto the extent requested by Buyer, supporting documentation) at least 20 forty (40) days prior to the due date for filing (including extensions) of such Tax Return. Seller shall, prior to filing such Tax Returns, make any reasonable changes requested by IPH relating If Buyer objects to any item that could reasonably be expected to have an adverse effect on the Taxes of the Transferred Company or any of its Subsidiaries and IPH or any of its Affiliates after Closing; provided, that if Seller declines to make such reasonable changes requested by IPH, IPH shall grant or cause to be granted a representative of Seller a limited power of attorney and take any other action necessary to enable Seller to execute and file such Tax Return, it shall, within ten (10) days after delivery of such Tax Return, notify Newpark in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. IPH If a notice of objection shall not amend or revoke be duly delivered, Buyer and Newpark shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer and Newpark are unable to reach such agreement within ten (10) days after receipt by Newpark of such notice, the disputed items shall be resolved by the Accounting Arbitrator and any determination by the Accounting Arbitrator shall be final. The Accounting Arbitrator shall resolve any disputed items within twenty (20) days of having the item referred to it pursuant to such procedures as it may require. If the Accounting Arbitrator is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as modified by Buyer and then amended to reflect the Accounting Arbitrator’s resolution. The costs, fees and expenses of the Accounting Arbitrator shall be borne equally by Buyer and Newpark. The preparation and filing of any Tax Returns described in clause (ii) Return of a Transferred Entity for a Straddle Period or a Post-Closing Tax Period shall be exclusively within the first sentence control of this Section 7.3(a) (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 request and expense and upon receipt of IPH’s written consent (which consent shall not be unreasonably withheld, conditioned or delayed), IPH shall file, or cause to be filed, any and all amended Tax Returns (or claims for refund of Taxes) for or with respect to the Transferred Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date as prepared by or at direction of Seller; provided, that if IPH fails to provide its written consent for any reason, IPH shall grant or cause to be grated a representative of Seller a limited power of attorney and take any other action necessary to enable Seller to execute and file such amended Tax ReturnBuyer.

Filing Responsibility. From and after the Closing Date, Purchaser shall, or shall cause its Affiliates to, timely prepare and file all Tax Returns of the Company and its subsidiaries attributable to any Pre-Closing Tax Period. For any such Tax Return of the Company and its subsidiaries, Purchaser shall, or shall cause its affiliates to, (a) Seller shall prepare or shall cause and file timely the Transferred Tax Return in accordance with the most recent past practice of the Company and its Subsidiaries to prepare, consistent with past practicesubsidiaries (except as otherwise required by applicable Law), (ib) any Combined if such Tax Return and (ii) any is an income Tax Return required to be filed by or with respect to the Transferred Company or any Return, deliver a draft of its Subsidiaries for any taxable period that ends, or that is due (taking into account extensions validly obtained), on or before the Closing Date. Seller shall timely file, or cause to be timely filed, all Tax Returns described in clause (i) above and all Tax Returns described in clause (ii) above that are required to be filed (taking into account extensions validly obtained) on or before the Closing Date. With respect to any Tax Returns described in clause (ii) above to be filed after the Closing Date that are due 30 days or more following the Closing Date (taking into account extensions), Seller shall deliver or cause to be delivered such Tax Return to IPH Sellers’ Representative, for its Sellers’ Representative’s review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) at least 20 days prior to a reasonable period of time before the due date (after giving effect to any applicable extensions of time for filing filing) so that Sellers’ Representative has a meaningful opportunity to review and comment on such draft, and (c) negotiate in good faith with Sellers’ Representative with respect to any comment provided in writing by Sellers’ Representative to Purchaser with respect to such Tax Return. Seller shall, prior If Sellers’ Representative consents to filing such Tax Returns, make any reasonable changes requested by IPH relating to any item that could reasonably be expected to have an adverse effect on the Taxes of the Transferred Company or any of its Subsidiaries and IPH or any of its Affiliates after Closing; provided, that if Seller declines to make such reasonable changes requested by IPH, IPH shall grant or cause to be granted a representative of Seller a limited power of attorney and take any other action necessary to enable Seller to execute and file such Tax Return. IPH shall not amend or revoke any Tax Returns described in clause (ii) of the first sentence of this Section 7.3(a) (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 request and expense and upon receipt of IPH’s written consent (which consent shall not be unreasonably withheld, conditioned or delayed), IPH shall filePurchaser shall, or shall cause to be filedits affiliates to, any execute and all amended file such Tax Returns (or claims for refund of Taxes) for or as prepared by Purchaser. Sellers shall pay all Taxes reflected on any Tax Returns with respect to the Transferred Company or and its subsidiaries relating to any Pre-Closing Tax Period at least five days prior to the due date of its Subsidiaries such Tax Returns. In the event of any disagreement between Purchaser and the Sellers’ Representative regarding any Tax Return relating to any Pre-Closing Period that cannot be resolved by the tenth day prior to the due date for any taxable period that ends on or before the Closing Date as prepared by or at direction of Seller; provided, that if IPH fails to provide its written consent for any reason, IPH shall grant or cause to be grated a representative of Seller a limited power of attorney and take any other action necessary to enable Seller to execute and file such amended Tax Return, such disagreement shall be resolved by the Dayton, Ohio offices of RSM US LLP (or, if such accounting firm shall decline to act or is not, at the time of submission thereto, independent of Purchaser, Sellers or the Company, to another independent accounting firm of national reputation mutually acceptable to Purchaser and Sellers’ Representative) (either RSM US LLP or such other accounting firm being the “Independent Accounting Firm”), and any such determination by the Independent Accounting Firm shall be final. The fees and expenses of the Independent Accounting Firm shall be borne equally by Purchaser and Sellers’ Representative. If the Independent Accounting Firm does not resolve any differences between Purchaser and Sellers’ Representative with respect to such Tax Return at least five days prior to the due date therefor, such Tax Return shall be prepared and filed consistent with past practices of the Company and its subsidiaries and in accordance with Purchaser’s instructions and such Tax Return shall be amended to reflect the Independent Accounting Firm’s resolution.

Filing Responsibility. (a) Seller Sears shall prepare and file, or shall cause the Transferred Company to be prepared and its Subsidiaries to preparefiled, consistent with past practice, when due: (i) any Combined all consolidated, combined, affiliated or unitary Tax Return and Returns of the Sears Affiliated Group, (ii) any Tax Return of, or which includes, Sears or any member of the Sears Group, whether combined, consolidated, affiliated, unitary or otherwise, (iii) any Tax Return relating to the Purchased Interests, the Acquired Subsidiary Stock, the Acquired Subsidiary or the Trust required to be filed by on or prior to the Closing Date, and (iv) any other Tax Return of or with respect to the Transferred Company Purchased Interests, the Acquired Subsidiary Stock, the Acquired Subsidiary or any of its Subsidiaries the Trust (or their respective assets) for any taxable period that endsPre-Closing Tax Period. Except in the case of Taxes of the Trust, or that is due (taking into account extensions validly obtained), on or before the Closing Date. Seller Sears shall timely file, pay or cause to be timely filed, paid all Taxes due and payable in respect of all such Tax Returns described in clause (i) above and all subject to any indemnification obligations of Purchaser under this Article VIII). In the case of any Tax Returns described in clause (ii) above that are Return of the Acquired Subsidiary required to be prepared and filed (taking into account extensions validly obtainedby Sears pursuant to this subsection for a jurisdiction that does not provide for a 338(h)(10) on or before the Closing Date. With respect to any Election, such Tax Returns described in clause (ii) above to Return shall be filed after in a manner consistent with the Closing Date that are due 30 days or more following past practice, if any, of the Closing Date (taking into account extensions)Acquired Subsidiary, Seller Sears shall deliver or cause to be delivered a draft of such Tax Return to IPH Purchaser for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) review at least 20 days twenty (20) Business Days prior to the due date for filing of such Tax Return. Seller shallReturn (taking into account valid extensions), prior Purchaser shall be entitled to filing review such Tax Returns, make any reasonable changes requested by IPH relating Return and to any item that could reasonably be expected object to have an adverse effect such Tax Return solely on the Taxes basis that it is not prepared consistent with the Acquired Subsidiary's past practice and, if Purchaser so objects in writing within ten (10) Business Days of the Transferred Company or any receipt of its Subsidiaries and IPH or any of its Affiliates after Closing; provided, that if Seller declines to make such reasonable changes requested by IPH, IPH shall grant or cause to be granted a representative of Seller a limited power of attorney and take any other action necessary to enable Seller to execute and file such Tax Return. IPH Return from Sears, the parties shall not amend or revoke any Tax Returns described endeavor in clause (ii) of good faith to resolve such dispute, and failing resolution by the first sentence of parties, such dispute shall be resolved by the Accountant in accordance with the standards set forth in this Section 7.3(a) (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 request and expense and upon receipt of IPH’s written consent (which consent shall not be unreasonably withheld, conditioned or delayed), IPH shall file, or cause to be filed, any and all amended Tax Returns (or claims for refund of Taxes) for or with respect to the Transferred Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date as prepared by or at direction of Seller; provided, that if IPH fails to provide its written consent for any reason, IPH shall grant or cause to be grated a representative of Seller a limited power of attorney and take any other action necessary to enable Seller to execute and file such amended Tax Returnsentence.

Filing Responsibility. (a) Seller shall prepare With respect to jurisdictions in which the Companies are required to file a consolidated, combined or shall cause unitary Income Tax Return with the Transferred Company and its Subsidiaries to prepareSeller, consistent with past practiceTenneco or any Related Party, or (i) any Combined are eligible to file a consolidated, combined or unitary Income Tax Return with the Seller, Tenneco or any Related Party and (ii) any have filed a consolidated, combined or unitary Income Tax Return required with the Seller, Tenneco or any Related Party in the most recent taxable period for which a Return was due, the Seller shall include, or cause to be filed by included, the Companies and the Subsidiaries in such Returns for all taxable periods ending on or with prior to the Closing Date ("PreClosing Tax Periods") and all taxable periods beginning prior to and ending after the Closing Date ("Straddle Periods"); provided, that in the case of a Straddle Period, the Companies and the Subsidiaries shall not be included in such Returns for periods after the Closing Date. The Seller shall timely prepare and file, or cause to be timely prepared and filed, all such Returns. With respect to all other Income Tax Returns for Pre-Closing Tax Periods, the Transferred Company or any of its Subsidiaries for any taxable period that endsSeller shall timely prepare, or that cause to be timely prepared, and deliver to the Buyer, and the Buyer shall cause to be timely filed, all such Income Tax Returns. The Seller shall timely prepare and file, or cause to be timely prepared and filed, all NonIncome Tax Returns the due date for filing of which is due (taking into account extensions validly obtained), on or before the Closing Date. All Returns prepared pursuant to this Section 6.03(a) shall be prepared or completed in a manner consistent with prior practice of the Seller shall timely fileand/or the Related Party concerning the income, properties or cause to be timely filed, all Tax Returns described in clause operations of the Companies and the Subsidiaries (i) above including elections and all Tax Returns described in clause (ii) above that are required to be filed (taking into account extensions validly obtained) on or before the Closing Date. With respect to any Tax Returns described in clause (ii) above to be filed after the Closing Date that are due 30 days or more following the Closing Date (taking into account extensionsaccounting methods and conventions), Seller except as otherwise required by law, and in the case of Returns prepared in accordance with the second preceding sentence, shall deliver or cause be subject to be delivered such Tax Return to IPH for its review, comment the Buyer's review and approval (which approval shall not be unreasonably withheld, conditioned or delayed) at least 20 days prior to the due date for filing such Tax Return. Seller shall, prior to filing such Tax Returns, make any reasonable changes requested by IPH relating to any item that could reasonably be expected to have an adverse effect on the Taxes of the Transferred Company or any of its Subsidiaries and IPH or any of its Affiliates after Closing; provided, that if Seller declines to make such reasonable changes requested by IPH, IPH shall grant or cause to be granted a representative of Seller a limited power of attorney and take any other action necessary to enable Seller to execute and file such Tax Return. IPH shall not amend or revoke any Tax Returns described in clause (ii) of the first sentence of this Section 7.3(a) (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 request and expense and upon receipt of IPH’s written consent (which consent The Seller shall not be unreasonably withheld, conditioned or delayed), IPH shall filetimely pay, or cause to be filedtimely paid, any and when due, all amended Tax Returns (or claims for refund of Taxes) for or with respect Taxes relating to the Transferred Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date as prepared by or at direction of Seller; providedReturns which it is required to prepare and file pursuant to this Section 6.03(a). The Seller shall pay, that if IPH fails to provide its written consent for any reason, IPH shall grant or cause to be grated a representative of Seller a limited power of attorney paid, to the Buyer, all Income Taxes relating to Returns which it is required to prepare and take any other action necessary deliver to enable Seller the Buyer for filing pursuant to execute and file such amended this Section 6.03(a) within 10 days prior to the date on which the related Tax Returnliability is due.