Common use of Preparation of Tax Returns Clause in Contracts

Preparation of Tax Returns. (a) CSK shall have the right and obligation to timely prepare and file, and cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), any Tax Return that is required to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods ending on or before the Closing Date. CSK shall provide the Company with copies of any such Tax Returns (to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event that the Company reasonably determines that any such Tax Return should be modified, the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), all Tax Returns that are required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns required to be filed by the Company hereunder at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event CSK reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To the extent that the Company disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSK.

Preparation of Tax Returns. (a) CSK TPI shall have the right and obligation to timely prepare and file, and cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing)due, any Tax Return that is required to include the operations, ownership, assets or activities of WISCOTPI, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods ending on or before the Closing Date. CSK TPI shall provide the Company Newco with copies of any such Tax Returns (to the extent that they relate to the WISCO Contributed Assets or the Containerboard Business and reasonably may have a material effect on the CompanyNewco's or and its Affiliates' liability for Taxes) at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event that the Company Newco reasonably determines that any such Tax Return should be modified, the Company Newco shall notify CSK TPI of the CompanyNewco's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To the extent that CSK TPI disagrees with such modifications, the Company Newco and CSK TPI shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm "Big-Five" accounting firm (other than the regular auditor of CSK, G-P TPI or the CompanyNewco) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm accounting firm to be borne equally by WISCO TPI and the CompanyNewco. Any such Tax Return which CSK TPI is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Containerboard Business and reasonably may have a material effect on the Company Newco's or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSKTPI. The Company Newco shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing)due, all Tax Returns that are required to include the operations, ownership, assets or activities Related to the Containerboard Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company Newco shall provide CSK TPI with copies of any Straddle Period Tax Returns required to be filed by the Company Newco hereunder at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event CSK TPI reasonably determines that any Straddle Period Tax Return should be modified, CSK TPI shall notify the Company Newco of CSKTPI's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To the extent that the Company Newco disagrees with such modifications, the Company Newco and CSK TPI shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm "Big Five" accounting firm (other than the regular auditor of CSK, the Company TPI or G-PNewco) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK TPI and the CompanyNewco. Any Straddle Period Tax Return which the Company Newco is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSKNewco.

Preparation of Tax Returns. (a) CSK The Shareholders shall have the right and obligation to timely prepare and file, and file or otherwise furnish to the appropriate party (or cause to be timely prepared and filed, when due (taking into account any valid extension filed or so furnished) in a timely manner the United States federal income tax return of the time Computec for filing), any Tax Return that is required to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods ending on or before the Closing Date. CSK shall provide the Company with copies of any such Tax Returns (to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the CompanyComputec's or its Affiliates' liability for Taxes) at least 30 days prior to the due date (as extended) for filing such Tax ReturnsS short year. In the event that the Company reasonably determines that any such Tax Return should be modifiedaddition, the Company Shareholders shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), and all other Tax Returns that are required to include the operationsfor, ownership, assets including or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns required to be filed by Computec for any taxable year or period ending on or before the Company hereunder at least 30 days Effective Time, or the due date of which (including extensions) is on or prior to the Effective Time. All such Tax Returns shall be prepared in a manner consistent with the prior Tax Returns of Computec, unless otherwise required under applicable 42 48 Law. The Shareholders shall timely pay (or cause to be timely paid) all Computec Taxes shown as due date (as extended) for filing and owing on all such Tax Returns. In DPRC shall prepare and file, or cause to be prepared and filed any and all other Tax Returns for, including or required to be filed by Computec for any taxable year or period ending after the event CSK reasonably determines Effective Date or the due date of which (including extensions) is after the Effective Time; provided, however, that any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To the extent Returns that the Company disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle include an Interim Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance a manner that is consistent with applicable Law and the past practices of Computec. Subject to its right to indemnification under this Article 10, DPRC shall pay (or cause to be paid) all Computec Taxes shown as due and owing on all such Tax accounting practices used Returns. The Shareholders, the Surviving Corporation and DPRC shall reasonably cooperate, and shall cause their respective affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and filing all Tax Returns, including maintaining and making available to each other all records necessary in connection with Computec Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Computec Taxes. DPRC, the Surviving Corporation and each Shareholder recognize that each Shareholder and the agents and other representatives of each Shareholder will need access, from time to time, after the Effective Time, to certain accounting and Computec Tax Returns in question records and information held by Computec to the extent such records and information pertain to events occurring prior to the Effective Time; therefore, each of DPRC and the Surviving Corporation agrees (unless i) to use its best efforts to properly retain and maintain such past practices are records until such time as all Shareholders agree that such retention and maintenance is no longer permissible under necessary (but in no event longer than six years after the Applicable Tax LawEffective Time), and (ii) to allow each Shareholder and the agents of each Shareholder and other representatives, at times and dates mutually acceptable to the extent any item is not covered by parties, to inspect, review and make copies of such past practices (records as Shareholders, their agents and other representatives may deem necessary or appropriate from time to time, such past practices are no longer permissible under activities to be conducted during normal business hours and at the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSKShareholders' expense.

Preparation of Tax Returns. (a) CSK shall have Indemnitor will be responsible for the right preparation and obligation to timely prepare filing of all Tax Returns for Company and filethe Company Subsidiaries for all Pre-Closing Periods, and cause to will pay all third-party costs and expenses incurred in preparing and filing such Tax Returns. Acquiror will be timely prepared responsible for the preparation and filed, when due (taking into account filing of all Tax Returns for Company and the Company Subsidiaries for all Post-Closing Periods and any valid extension Tax period that includes a Straddle Period. All Tax Returns of the time Company and the Company Subsidiaries for filing)any Pre-Closing Period and any Straddle Period shall be prepared in a manner consistent with the applicable entity's past practices as in effect prior to the Closing Date; provided, however, that such past practices are in accordance with the Code and the regulations thereunder. Acquiror shall submit any Tax Return that is required includes a Straddle Period to include Indemnitor for review and consent, which consent shall not be unreasonably withheld. Each of Acquiror, Seller and Indemnitor agrees to reasonably cooperate in making available information necessary to the operationspreparation and filing of such Tax Returns and each agrees to make available, ownershipat its expense, assets records and employees of Company, Indemnitor, Seller and Acquiror necessary for the preparation or activities such Tax Returns. Acquiror and its accountants will be provided for their review, a draft of WISCO, each material Tax Return with respect to the WISCO Contributed Assets, any period (or of any WISCO Contributed Subsidiary for Tax Periods portion thereof) ending on or before the Closing Date. CSK shall provide the Company with copies of any such Tax Returns (to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) Date at least 30 20 days prior to the due date (as extended) for filing such Tax Returns. In the event that the Company reasonably determines that any such Tax Return should be modified, the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of Indemnitor intends to file such Tax Return. To the extent that CSK disagrees with such modifications, positions previously taken on Tax Returns of the Company and CSK shall endeavor to agree on the positions to be taken on such return. To Company Subsidiaries require further explication or substantiation in order for the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required Acquiror to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used Returns with respect to Post-Closing Periods, the Tax Returns in question (unless such past practices are no longer permissible under Indemnitor and the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company Seller shall have the right and obligation to timely prepare and file, provide or cause to be timely prepared provided such information and filed, when due (taking into account any valid extension of the time for filing), all Tax Returns that are required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely background with respect to such matters as the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns required Acquiror may from time to be filed by the Company hereunder at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event CSK time reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To the extent that the Company disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSKrequest.

Preparation of Tax Returns. (a) CSK The Seller shall have the right and obligation to timely prepare and filefile U.S. federal, state, local and cause foreign income and franchise Tax Returns relating to be timely prepared and filed, when due (taking into account any valid extension of the time Publishing Subsidiaries for filing), any Tax Return that is required to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods period ending on or before prior to the Closing Date and which are required to be filed after the Closing Date on a basis consistent with prior tax years unless different treatment is required by applicable Law. Without limitation to the obligations of the Seller under Section 7.01(a), the Seller shall pay any Taxes shown to be due on such Tax Returns. With respect to any Tax Returns for which the Seller has filing responsibility pursuant to the preceding sentence, the Publishing Subsidiaries will be included in consolidated, combined or unitary Tax Returns that include the Seller on a basis consistent with prior tax years unless a different treatment is required by applicable Law. The parties agree that if a Publishing Subsidiary is permitted, but not required, under applicable state, local or foreign income or franchise tax laws to treat the Closing Date as the last day of a Tax period, they will treat the Tax period as ending on the Closing Date. CSK The Seller or its designee shall provide prepare and file all other Tax Returns for any period ending on or prior to the Company with copies Closing Date to the extent the Seller or Viacom previously was responsible for the preparation and filing of any such Tax Returns (for the immediately preceding Tax period. Without limitation to the extent that they relate obligations of the Seller under Section 7.01(a), the Seller shall pay any Taxes shown to the WISCO Contributed Assets or the Business and reasonably may have a material effect be due on the Company's or its Affiliates' liability for Taxes) at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event that the Company reasonably determines that The Seller shall not, on any such Tax Return should be modifiedreferred to in this Section 7.04(a) or otherwise, the Company shall notify CSK make any election under Section 475 of the Company's proposed modifications no later than 15 days from the date Code (or any similar provision of receipt of such Tax Return. To the extent that CSK disagrees with such modificationsstate, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P local or the Companyforeign law) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSKPublishing Subsidiary. The Company Purchaser shall have the right and obligation to timely prepare and file, timely file or cause a Publishing Subsidiary to be prepare and timely prepared and filed, when due (taking into account any valid extension of the time for filing), file all Tax Returns that are required for which the Seller is not responsible pursuant to include the operations, ownership, assets or activities Related this Section 7.04. The Purchaser will deliver to the Business after the Closing Date or Seller for its review and approval a complete and accurate copy of any WISCO Contributed Subsidiary for any each Tax Period ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns Return required to be filed by the Company hereunder at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event CSK reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To the extent that the Company disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, Purchaser or a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company is required to prepare Publishing Subsidiary under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSK.this

Preparation of Tax Returns. (ai) CSK Parent (or its designee) shall have determine the right entities to be included in any Combined Return and obligation to timely prepare and filemake or revoke any Income Tax elections, adopt or change any accounting methods, and cause determine any other position taken on or in respect of any Income Tax Return or Other Tax Return required to be timely prepared and filed, when due (taking into account any valid extension of filed by Parent pursuant to Section 2(a)(i). Notwithstanding the time for filing)immediately preceding sentence, any Income Tax Return that is required or Other Tax Return filed by Parent pursuant to include the operations, ownership, assets or activities of WISCO, Section 2(a)(i) with respect to any Pre-Closing Taxable Period shall, to the WISCO Contributed Assetsextent relating to SpinCo or the SpinCo Group, be prepared consistent with Parent’s past practice for the filing of such returns and shall not include any tax election relating to SpinCo or of the SpinCo Group that is inconsistent with past practice (or, where no such past practice exists, shall not reflect any WISCO Contributed Subsidiary for Tax Periods ending on tax return position or before include any tax election that would materially adversely affect SpinCo or the Closing Date. CSK shall provide the Company with copies of any such Tax Returns (SpinCo Group), except to the extent that they relate SpinCo consents to such tax return position or tax election (such consent not to be unreasonably withheld); provided, however, that, for the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event that the Company reasonably determines that any such Tax Return should be modifiedavoidance of doubt, the Company shall notify CSK allocation and pro-ration of items of income, gain, loss, deduction and credit for the Company's proposed modifications no later than 15 days from period which includes the date of receipt of such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, GSpin-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof Off shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liabilityallowable) be prepared determined by Parent in its sole discretion in accordance with past Tax accounting practices used with respect Treasury Regulation Section 1.1502-76(b). SpinCo shall, and shall cause each member of the SpinCo Group to, prepare and submit at Parent’s request (but in no event later than 90 days after such request), at SpinCo’s expense, all information that Parent shall reasonably request, in such form as Parent shall reasonably request including any such information requested to the enable Parent to prepare any Income Tax Returns in question (unless such past practices are no longer permissible under the Applicable or Other Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), all Tax Returns that are required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns Return required to be filed by Parent pursuant to Section 2(a)(i). Parent shall make any such Income Tax Return or Other Tax Return and related workpapers available for review by SpinCo to the Company hereunder at least 30 days prior extent such return relates to Taxes for which SpinCo would reasonably be expected to be liable or with respect to which SpinCo would reasonably be expected to have a claim. If practicable, Parent shall make such return available for review sufficiently in advance of the due date (as extended) for filing such Tax Returns. In the event CSK reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To the extent that the Company disagrees with such modifications, the Company return to provide SpinCo an opportunity to analyze and CSK shall endeavor to agree on the positions to be taken comment on such return. To Parent and SpinCo shall attempt in good faith to resolve any issues arising out of the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses review of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSKreturn.

Preparation of Tax Returns. (a) CSK Buyer shall have the right and obligation to timely prepare and file, and cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), any Tax Return that is required to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods ending on or before the Closing Date. CSK shall provide the Company with copies of any such Tax Returns (to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event that the Company reasonably determines that any such Tax Return should be modified, the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and timely filed, when due (taking into account any valid extension of the time for filing), all Tax Returns that are required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns required to be filed by the Company hereunder and HSW for a Pre-Closing Tax Period or Straddle Period that are due after the Closing Date (each, a “Buyer Prepared Tax Return”). All such Buyer Prepared Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of each of the Company and HSW, respectively, unless otherwise required by applicable Laws. Each Buyer Prepared Tax Return that is an income Tax Return (a “Buyer Prepared Income Tax Return”) shall be submitted to the Sellers’ Representative for the Sellers’ Representative’s review and comment at least 30 twenty (20) days prior to the due date of such Buyer Prepared Income Tax Return (taking into account extensions). Buyer shall consider in good faith any reasonable comments that are submitted by the Sellers’ Representative (if any) to Buyer in writing within seven (7) days of the delivery of any such Buyer Prepared Income Tax Return to the Sellers’ Representative pursuant to the immediately preceding sentence. If any such comments are submitted to Buyer by the Sellers’ Representative, Buyer shall provide the Sellers’ Representative with a revised version of the applicable Buyer Prepared Income Tax Return for Sellers’ Representative’s review and consent (not to be unreasonably withheld, conditioned or delayed). If Sellers’ Representative does not consent to such revised Buyer Prepared Income Tax Return, it shall so notify Buyer thereof in writing within five (5) days of the delivery by Buyer of such Buyer Prepared Income Tax Return pursuant to the immediately preceding sentence, provided that such notice (a “Notice of Tax Return Dispute”) shall set forth in reasonable detail any item that the Sellers’ Representative reasonably disputes and the extent to which such item, as extended) for filing reflected in the Buyer Prepared Income Tax Return, is not in accordance with existing procedures, practices, and accounting methods of the Company or HSW, as applicable, and further provided that if the Sellers’ Representative does not timely provide such notice or comply with the foregoing requirements, such revised version of the Buyer Prepared Income Tax ReturnsReturn shall be deemed to be final and may be filed by Buyer. In the event CSK reasonably determines that any Straddle Period Sellers’ Representative submits a valid Notice of Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To the extent that the Company disagrees with such modificationsDispute to Buyer, the Company and CSK parties shall endeavor commence to agree on the positions to be taken on such return. To the extent negotiate in good faith, provided that if they are unable to do soresolve the relevant dispute within five (5) days of the delivery of the Notice of Tax Return Dispute, they shall submit the relevant items of dispute to the Independent Accountant and request that the Independent Accountant render a CPA Firm determination as to whether Sellers’ Representative’s position with respect to each disputed item is correct or not (other than i.e., in contrast to the regular auditor position taken by Buyer and taking into consideration whether such item as prepared was in accordance with existing procedures, practices, and accounting methods of CSK, the Company or G-P) HSW, as applicable, unless otherwise required by applicable Law), with such determination to be made by the Independent Accountant as soon as practicable after its retention. Each of Buyer, the Sellers’ Representative and their respective agents and representatives shall cooperate with the Independent Accountant in furnishing such information as it may reasonably request and the Independent Accountant shall consider and make a determination only with respect to the items that the Sellers’ Representative has disputed in its Notice of Tax Return Dispute (except to the extent that other revisions must or reasonably should be made to consistently take any determinations by the Independent Accountant into account). The determination of the Independent Accountant with respect to each item shall be retained to determine binding upon the position to parties and the relevant Buyer Prepared Income Tax Return shall be taken, with the fees finalized and filed consistent therewith. The expenses of such accounting firm to the Independent Accountant shall be borne equally by CSK Buyer and the CompanySellers’ Representative, provided, however, that if all of the disputed items submitted to the Independent Accountant for its determinations are decided in favor of any one such party, the other party shall pay all of the expenses of the Independent Accountant. Any Straddle Period Tax Return which In the Company event that the Independent Accountant is required unable to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used render its determinations with respect to the a Notice of Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and Return Dispute prior to the extent any item is not covered date on which a Buyer Prepared Income Tax Return must be filed, Buyer shall file or cause to be filed such Buyer Prepared Income Tax Return as originally prepared by such past practices (or such past practices are no longer permissible under the Applicable Tax Law)Buyer and, in accordance the event that the Independent Accountant subsequently makes a determination in favor of the Sellers’ Representative, Buyer shall, within sixty (60) days of such determination, amend, or cause to be amended, the applicable Buyer Prepared Income Tax Return in a manner consistent with reasonable Tax accounting practices selected by such determination of the Company and CSKIndependent Accountant.

Preparation of Tax Returns. (ai) CSK shall have the right and obligation to timely prepare and fileExcept as otherwise provided in Section 6.11(e)(ii), and with respect to each Tax Return covering either a Straddle Period or a Pre-Closing Tax Period that is required to be filed for, by, on behalf of or with respect to any of the Acquired Companies after the Closing Date, Buyer shall prepare or cause to be timely prepared prepared, at Buyer’s cost and filedexpense, when due and in a manner consistent with past practice, applicable Law and this Agreement (taking into account any valid extension including Schedule 2.5(a)), each such Tax Return and shall determine the portion of the time for filing), any Taxes shown as due on such Tax Return that is required (A) allocable to include a Pre-Closing Tax Period and the operationsamount thereof, ownershipif any, assets or activities of WISCOfor which the Equityholders are responsible under this Agreement (which amount, with respect if any, shall be paid by the Equityholders to the WISCO Contributed Assets, or of Buyer prior to the due date (including any WISCO Contributed Subsidiary extensions thereof) for Tax Periods ending on or before the Closing Date. CSK shall provide the Company with copies of any filing such Tax Returns Return), and (B) allocable to a Post-Closing Tax Period, which determination shall be set forth in a written statement (“Statement”) prepared by Buyer. Buyer shall deliver completed drafts of each such Tax Return and the Statement related thereto (including related work papers) to the extent that they relate Equityholders’ Representative for his review and approval (such approval not to the WISCO Contributed Assets be unreasonably withheld, conditioned or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxesdelayed) at least 30 thirty (30) calendar days prior to the due date (as extendedincluding any extensions thereof) for filing such Tax Returns. In Return; provided, however, that notwithstanding the event that foregoing, Buyer shall not be required to make such delivery earlier than ten (10) calendar days following the Company reasonably determines that any such Tax Return should be modified, the Company shall notify CSK close of the Company's proposed modifications no later than 15 days from the date of receipt of applicable taxable period covered by such Tax Return. To the extent that CSK disagrees with Within five (5) calendar days of such modificationsdelivery, the Company Equityholders’ Representative shall deliver to Buyer a written statement describing any objections to such Tax Return or the Statement. If Buyer and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they Equityholders’ Representative are unable to do soresolve any such objection within the five (5) calendar day period after the delivery of such objections, a CPA Firm (other than such Tax Return shall be filed as prepared by Buyer, as adjusted to the regular auditor extent necessary to reflect the resolution of CSK, G-P any such objections mutually agreed to by Buyer and the Equityholders’ Representative. Any remaining objections with respect to such Tax Return or the Company) Statement shall be retained submitted to an independent accounting firm mutually agreed upon by the Parties for resolution and such independent accounting firm will determine those matters in dispute and will render a written report as to the position to disputed matters, which report shall be taken, with conclusive and binding on the Parties. The fees and expenses of the independent accounting firm in respect of such CPA Firm report shall be paid one-half by Buyer and one-half by the Equityholders. If necessary to be borne equally by WISCO reflect such resolution, Buyer and the Company. Any Equityholders’ Representative shall cause such Tax Return which CSK is required to prepare under be amended and filed with the terms hereof shall (appropriate Taxing Authority. With respect to each Tax Return described in this Section 6.11(e)(i) and in Section 6.11(e)(ii), Buyer and each Equityholder, as applicable, will join in the extent execution and filing of such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax other documentation as required by applicable Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), all Tax Returns that are required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns required to be filed by the Company hereunder at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event CSK reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To the extent that the Company disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSK.

Preparation of Tax Returns. (a) CSK The Sellers shall have the right and obligation to timely prepare and file, and cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), any Tax Return that is required to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods ending on or before the Closing Date. CSK shall provide the Company with copies of any such Tax Returns (to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event that the Company reasonably determines that any such Tax Return should be modified, the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and fileprepare, or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing)prepared, all Tax Returns that are required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns required to be filed by the Company hereunder Target Companies after the Closing Date with respect to or that includes any Pre-Closing Tax Period. All such Tax Returns 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 the Sellers to the Buyer (together with schedules, statements and, to the extent requested by the Buyer, supporting documentation) at least 30 thirty (30) days prior to the due date (as extendedincluding extensions) for filing such Tax Returns. In the event CSK reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To If the extent that the Company disagrees with Buyer objects to any item on any such modificationsTax Return, the Company Buyer shall, within ten (10) days after delivery of such Tax Return, notify the Sellers’ Representative in writing that it so objects, specifying with reasonable particularity any such item and CSK stating the specific factual or legal basis for any such objection. If a notice of objection shall endeavor be duly delivered, the Buyer and the Sellers’ Representative shall negotiate in good faith and use commercially reasonable efforts to agree on resolve such items. If the positions to be taken on such return. To Buyer and the extent that they Sellers’ Representative are unable to do so, a CPA Firm reach such agreement within ten (other than 10) days after receipt by the regular auditor Sellers’ Representative of CSKsuch notice, the Company or G-P) disputed items shall be retained resolved by the Independent Accountants and any determination by the Independent Accountants shall be final. The Independent Accountants shall resolve any disputed items within ten (10) days of having the item referred to determine them pursuant to such procedures as it may require. If the position Independent Accountants are unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be takenfiled as prepared by the Sellers and then amended to reflect the Independent Accountants’ resolution. The costs, with the fees and expenses of the Independent Accountants (and the cost of amending such accounting firm to returns) shall be borne equally by CSK the Buyer, on the one hand, and the CompanySellers in proportion to their respective Pro Rata Shares, on the other hand. Any Straddle Period The preparation and filing of any Tax Return which the of a Target Company is required that does not relate to prepare under the terms hereof a Pre-Closing Tax Period shall be prepared in accordance with past Tax accounting practices used with respect to exclusively within the Tax Returns in question (unless such past practices are no longer permissible under control of the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSKBuyer.

Preparation of Tax Returns. (a) CSK PMSI and each of the Sellers shall have the right and obligation to timely (i) prepare and file, and or cause to be timely prepared and filed, timely file any Tax Returns that are due (including extensions) prior to (A) the Closing Date with respect to the Transferred Subsidiaries and (B) the Belgian Closing Date with respect to the Belgian Subsidiaries (collectively the "Seller Returns") and (ii) timely pay when due all Taxes relating to such Returns. The Seller Returns shall be prepared in a manner consistent with the prior practice of the Transferred Subsidiaries and the Belgian Subsidiaries. In the case of any Tax Return due after the Closing Date with respect to the Transferred Assets (or any Tax Return due after the Belgian Closing Date with respect to the Belgian Subsidiaries) for a (i) period ending on or prior to the Closing Date or, in the case of the Belgian Subsidiaries, the Belgian Closing Date, or (ii) period that includes, but does not end on or prior to, the Closing Date or, in the case of the Belgian Subsidiaries, the Belgian Closing Date (Tax Returns described in (i) and (ii) collectively, the "the Acquiror Returns"), the Acquiror shall prepare or cause the Transferred Subsidiaries or the Belgian Subsidiaries, as the case may be, to prepare such Acquiror Returns and the Acquiror shall deliver such Acquiror Returns to PMSI at least 21 days before such return is due to be filed (taking into account any valid extension extensions of time to file such return that have been properly obtained) for PMSI's review and comment. PMSI and the time Sellers shall reimburse the Acquiror for filingany Taxes on the Acquiror Return owed by PMSI or the Sellers pursuant to Sections 8.7(a) and 8.7(d), any Tax Return that is required to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods ending on or before the Closing Date. CSK shall provide the Company with copies of any such Tax Returns other than Taxes accrued (to the extent that they relate of the accrual) as a liability on the Pro Forma Balance Sheet. The Acquiror shall prepare and file or cause the Transferred Subsidiaries and the Belgian Subsidiaries to prepare and file any Tax return relating to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event that the Company reasonably determines that any such Tax Return should be modified, the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO Transferred Subsidiaries and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets Belgian Subsidiaries for any taxable periods that begin on or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), all Tax Returns that are required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending on and after the Belgian Closing Date (includingDate, solely with respect to as the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns required to be filed by the Company hereunder at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event CSK reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To the extent that the Company disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSKcase may be.

Preparation of Tax Returns. (a) CSK The Stockholders shall have the right and obligation to timely at their expense prepare and file, and file or otherwise furnish to the appropriate party (or cause to be timely prepared and filedfiled or so furnished) in a timely manner all tax returns of DRMS or, when due if necessary, shall prepare and deliver (taking into account any valid extension of or cause to be prepared and delivered) such tax returns to DRMS for signing or filing, for all taxable years or periods (including, but not limited to, the time for filing), any Tax Return Company's S short year) ending prior to or on the Closing Date that is required have not been filed prior to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods ending on or before the Closing Date. CSK CORE shall provide prepare and file (or cause to be prepared and filed) all tax returns of DRMS for any taxable year or period that ends after the Company Closing Date. The Stockholders, DRMS and CORE shall reasonably cooperate, and shall cause their respective affiliates, officers, employees, agents, authors and other representatives reasonably cooperate, in preparing and filing all tax returns, including maintaining and making available to each other all records necessary in connection with copies the reporting of any such Tax Returns (taxes and fees and in resolving all disputes and audits with respect to all periods relating to taxes and fees. CORE, DRMS and the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event Stockholders recognize that the Company reasonably determines that any such Tax Return should be modifiedStockholders and their agents and other representatives will need access, from time to time, after the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To the extent that CSK disagrees with such modificationsClosing Date, the Company to certain accounting records and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally information held by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (DRMS to the extent such Tax Return relates information and records pertain to events occurring on or prior to the WISCO Contributed Assets or Closing Date; therefore, each of CORE, DRMS and the Business Stockholders agree (i) to use their best efforts to properly retain and reasonably may have a material effect on maintain such records 37 until such time as the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless Stockholders agrees that such past practices are retention and maintenance is no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices necessary (or such past practices are but in no event longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), all Tax Returns that are required to include the operations, ownership, assets or activities Related to the Business than six years after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after Date) and (ii) to allow the Closing Date (includingStockholders and their respective agents and other representatives, solely with respect at times and dates mutually acceptable to the WISCO Contributed Subsidiariesparties, Straddle Period Tax Returns). The Company shall provide CSK with to inspect, review and make copies of any Straddle Period Tax Returns required such records as the Stockholders and their agents and other representatives may deem necessary or appropriate from time to time, such activities to be filed by conducted during normal business hours and at the Company hereunder at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event CSK reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSKrequesting Stockholder's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To the extent that the Company disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSKexpense.

Preparation of Tax Returns. (a) CSK The Company shall have the right and obligation to timely prepare and fileprepare, and or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), any Tax Return that is required to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods ending on or before the Closing Date. CSK shall provide the Company with copies of any such Tax Returns (to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event that the Company reasonably determines that any such Tax Return should be modified, the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law)prepared, and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), all Tax Returns of the Company that are required to include the operations, ownership, assets be filed on or activities Related to the Business after before the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely and pay all Taxes due with respect to the WISCO Contributed Subsidiaries, Straddle Period such Tax Returns. All such Tax Returns shall be prepared in accordance with the most recent past practice of the Company (except as otherwise required by Law). The Company Ignite CAN shall provide CSK with copies of any Straddle Period prepare, or cause to be prepared, and timely file, or cause to be timely filed, all Tax Returns of the Company that are required to be filed after the Closing Date, subject to review and approval by the Transferors, such approval not to be unreasonably withheld. All such Tax Returns with respect to a Pre-Closing Tax Period or Straddle Period that are to be prepared and filed by Ignite CAN pursuant to this Section 9.6(1) shall be (i) prepared and timely filed in a manner consistent with the most recent past practice of the Company hereunder and Section 9.6(2) (except as otherwise required by applicable Law) and (ii) delivered to the Representative designated by the Transferors (the “Transferor Representative”) for the Transferor Representative’s review no later than thirty (30) Business Days before the filing due date thereof (or, in respect of sales Tax Returns, ten (10) Business Days before the filing due date thereof). If the Transferor Representative approves the Tax Returns, then Ignite CAN shall file or cause to be filed such Tax Returns. If, within twenty (20) days after the receipt of the Tax Returns (or, in respect of sales Tax Returns, five (5) Business Days before the filing due date thereof), the Transferor Representative notifies Ignite CAN that it disputes any of the contents of the Tax Returns, then Ignite CAN and the Transferor Representative shall attempt to resolve their disagreement within five (5) days following the notification of such disagreement. If Ignite CAN and the Transferor Representative are not able to resolve their disagreement, then the dispute shall be submitted to an accountant mutually agreed to by the parties (the “Settlement Accountant”) as an expert and not an arbitrator, for resolution on at least 30 a more-likely-than-not basis. Ignite CAN and the Representative shall use their reasonable efforts to cause the Settlement Accountant to resolve the disagreement within thirty (30) days after the date on which they are engaged or as soon as possible thereafter. The determination of the Settlement Accountant shall be final and binding on the parties. If the Settlement Accountant is unable to resolve any such dispute prior to the due date (as extendedwith applicable extensions) for filing the relevant Tax Return, such Tax ReturnsReturn shall be filed as prepared by Ignite CAN subject to amendment, if necessary, to reflect the resolution of the dispute by the Settlement Accountant. In The cost of the event CSK reasonably determines that any Straddle Period Tax Return should services of the Settlement Accountant shall be modified, CSK shall notify borne by the Company party whose calculation of CSK's proposed modifications no later than fifteen days the matter in disagreement differs the most from the date calculation as finally determined by the Settlement Accountant. The Transferor Representative (on behalf of receipt the equity holders) shall pay to Ignite CAN the amount of Taxes due with respect to such Tax Return. To Returns prepared by Ignite CAN in each case not less than five (5) days prior the extent that the Company disagrees with such modifications, the Company and CSK shall endeavor to agree date on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company applicable Tax is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect remitted to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSKa Governmental Authority.

Preparation of Tax Returns. (ai) CSK The Company shall have the right prepare or cause to be prepared and obligation to timely prepare and file, and file or cause to be timely prepared and filed, when due (taking into account any valid extension filed all Tax Returns of the time Company (which Tax Returns shall not include any deduction for filing), any expenses that are not properly reportable on the Tax Return that is required to include of the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary Company) for Tax Periods all periods ending on or before the Closing Date that are required to be filed on or prior to the Closing Date. CSK , shall provide the Company with copies drafts of any each such income or other material Tax Returns Return to Acquirer not less than fifteen (to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes15) at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event that the Company reasonably determines that any such Tax Return should be modified(taking into account any validly obtained extensions of time to file), the Company and shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Returnmake any reasonable changes requested by Acquirer in good faith. To the extent that CSK disagrees with such modificationsnot filed on or prior to the Closing Date pursuant to the preceding sentence, Seller's accountants shall prepare and the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm timely file (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely filed) all Tax Returns of the Company (which Tax Returns shall not include any deduction for expenses that are not properly reportable on the Tax Return of the Company) with respect to all Pre-Closing Tax Periods and Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with past practice and filedthis Agreement, when except as otherwise required by Applicable Law. Seller shall cause Seller’s accountants to (i) provide drafts of each such Tax Return (and supporting materials) to Acquirer not less than forty-five (45) days prior to the due date for such Tax Return (taking into account any valid extension validly obtained extensions of the time for filingto file), all Tax Returns that are required to include and (ii) make any reasonable changes requested by Acquirer in good faith, in each case provided such requested change is not inconsistent with the operations, ownership, assets or activities Related to the Business after the Closing Date or Company’s past practice of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period preparing its Tax Returns). The Company shall promptly provide CSK with to Seller true and complete copies of any Straddle Period all filed Tax Returns required for Pre-Closing Tax Periods and Straddle Periods and pay to the appropriate Tax Authority all Taxes of the Company shown as due on such Tax Returns, and Seller shall reimburse the Company for all Taxes for which Seller is liable pursuant to this Agreement (other than Taxes included in Company Net Working Capital) but which are remitted in respect of any Tax Return to be filed by the Company hereunder at least 30 pursuant hereto upon the written request of the Company, but in no event earlier than seven (7) days prior to the due date (as extended) for filing paying such Tax Returns. In the event CSK reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To the extent that the Company disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSKTaxes.

Preparation of Tax Returns. (a) CSK The Buyer shall have the right and obligation to timely prepare and file, and cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), any Tax Return that is required to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods ending on or before the Closing Date. CSK shall provide the Company with copies of any such Tax Returns (to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event that the Company reasonably determines that any such Tax Return should be modified, the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and fileprepare, or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing)prepared, all Tax Returns that are required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns required to be filed by the Company hereunder or any of its Subsidiaries after the Closing Date with respect to any Pre-Closing Tax Period. All such Tax Returns 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 the Buyer to the Sellers’ Representative (together with schedules, statements and, to the extent requested by the Sellers’ Representative, supporting documentation) at least 30 thirty (30) days prior to the due date (as extendedincluding extensions) for filing such Tax Returns. In the event CSK reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To If the extent Sellers’ Representative objects to any item on any such Tax Return, it shall, within ten (10) days 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 Company disagrees with specific factual or legal basis for any such modificationsobjection. If a notice of objection shall be duly delivered, the Company Buyer and CSK the Sellers’ Representative shall endeavor negotiate in good faith and use commercially reasonable efforts to agree on resolve such items. If the positions to be taken on such return. To Buyer and the extent that they Sellers’ Representative are unable to do so, a CPA Firm reach such agreement within ten (other than 10) days after receipt by the regular auditor Buyer of CSKsuch notice, the Company or G-P) disputed items shall be retained resolved by the Independent Accountants and any determination by the Independent Accountants shall be final. If the Independent Accountants are unable to determine resolve any disputed items before the position due date for such Tax Return, the Tax Return shall be filed as prepared by the Buyer and then amended to be takenreflect the Independent Accountants’ resolution. The costs, with the fees and expenses of the Independent Accountants (and the cost of so amending any such accounting firm to Tax Returns) shall be borne equally by CSK the Buyer, on the one hand, and the CompanySellers in proportion to their Applicable Total Percentages, on the other hand. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and Except to the extent any item is not covered by otherwise included in the calculation of Closing Date Working Capital or Indebtedness (in each case as finally determined pursuant to Section 2.04), pursuant to Section 10.01(b)(iii), the Sellers shall bear the responsibility (in proportion to their Applicable Total Percentages) for the Taxes shown as due on all such past practices Tax Returns for all periods (or such past practices are no longer permissible under portions thereof allocated to the Applicable Sellers pursuant to Section 11.09) through the end of the Closing Date. The preparation and filing of any Tax Law), in accordance with reasonable Tax accounting practices selected by Return of the Company and CSKor any of its Subsidiaries that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of the Buyer.

Preparation of Tax Returns. (ai) CSK The Holder Representative shall have the right and obligation to timely prepare and file, and or cause to be timely prepared prepared, (at the expense of the Holder Representative (on behalf of the Participating Holders)) in a manner that is consistent with the past practice of the Company, and the Purchaser shall subsequently file or cause to be filed, when due (taking into account any valid extension of all income Tax Returns for the time Company for filing), any Tax Return that is required to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods all periods ending on or before prior to the Closing Date that are filed after the Closing Date. CSK ; provided that the Purchaser shall provide be reimbursed by the Company with copies Holder Representative from the Representative Reimbursement Set-Aside (on behalf of the Participating Holders) the Tax shown as due thereon prior to the filing of any such Tax Return. The Holder Representative shall deliver such Tax Returns (to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) Purchaser at least 30 ten (10) days prior to the due date (as extended) for filing such the Purchaser’s review and the Holder Representative shall consider in good faith any of the Purchaser’s comments thereon. With respect to any Tax Returns. In the event Return that the Company reasonably determines that any such Tax Return should prepares or causes to be modifiedprepared and files or causes to be filed prior to the Closing Date, the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of prepare such Tax Return. To Returns in a manner that is consistent with the extent that CSK disagrees with such modifications, past practice of the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to pay the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSKshown as due thereon. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), all deliver such Tax Returns that are required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns required to be filed by the Company hereunder Purchaser at least 30 ten (10) days prior to the due date (as extended) for filing such Tax Returnsthe Purchaser’s review and the Company shall consider in good faith any of the Purchaser’s comments thereon. In the event CSK reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To the extent that the Company disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, connection with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period foregoing income Tax Return Returns for which the Company Holder Representative is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), responsible and to the extent reasonably necessary, Purchaser will (and will cause the Surviving Corporation to) consent to the Holder Representative’s use of the Company’s existing tax return preparation firm(s); provided that the cost of any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected engagement will be borne by the Company and CSKHolder Representative (on behalf of the Participating Holders).

Preparation of Tax Returns. (a) CSK The Purchaser shall have the right cause TangenX and obligation TangenX Holding to timely prepare and file, timely file all Tax Returns of TangenX and cause to be timely prepared and filed, when due (taking into account any valid extension of the time TangenX Holding for filing), any Tax Return that is required to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Pre-Closing Tax Periods that are due after the Closing Date (collectively, the “Purchaser Prepared Returns”). To the extent that a Purchaser Prepared Return relates solely to a taxable period ending on or before the Closing Date. CSK shall provide the Company with copies of any , such Tax Returns (Return shall be prepared in accordance with existing procedures, practices, and accounting methods of TangenX, unless otherwise required by Applicable Law. Each Purchaser Prepared Return that relates solely to a taxable period ending on or before the Closing Date shall be submitted to the extent that they relate to the WISCO Contributed Assets or the Business Sellers for their review and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) comment at least 30 twenty (20) days prior to the due date of such Purchaser Prepared Return (as extended) for taking into account extensions). The Purchaser shall consider any comments of the Sellers in good faith prior to filing such Tax Purchaser Prepared Returns. In No failure or delay in the event that Purchaser providing Purchaser Prepared Returns for the Company reasonably determines that any such Tax Return should be modified, Sellers to review shall reduce or otherwise affect the Company shall notify CSK obligations or Liabilities of the Company's proposed modifications Sellers pursuant to this Agreement. The Sellers shall pay to the Purchaser those Taxes shown on any Purchaser Prepared Return (and with respect to any Tax Returns for any Straddle Period allocated to the Sellers in a manner consistent with Section 5.3(b)) no later than 15 five (5) days from before the date of receipt of such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK Purchaser is required to prepare under file such Purchaser Prepared Returns with the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due applicable Governmental Body (taking into account any valid extension of the time for filingextensions timely filed by TangenX), all Tax Returns that are required to include the operations, ownership, assets or activities Related except to the Business after extent the Closing Date or amount of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (includingsuch Taxes was included as Indebtedness of TangenX, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns)as finally determined. The Company Liabilities of TangenX identified on paragraphs (i), (ii), (iii) and (v) of Appendix G shall provide CSK with copies of any Straddle Period be deemed for Tax Returns required purposes to be filed have been paid by the Company hereunder at least 30 days TangenX prior to the due date (as extended) Closing and any and all Tax deductions for filing such Tax Returns. In the event CSK reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt full amount of such Tax Return. To the extent that the Company disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) payments shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect attributed to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and Pre-Closing Period to the extent any item is not covered permitted by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSK.

Preparation of Tax Returns. (a) CSK Purchaser shall have the right and obligation to timely prepare and file, and cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), any Tax Return that is required to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods ending on or before the Closing Date. CSK shall provide the Company with copies of any such Tax Returns (to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event that the Company reasonably determines that any such Tax Return should be modified, the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), all Tax Returns of the Barteca Entities and the Blockers for any Pre-Closing Tax Period or Straddle Period that are required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending due after the Closing Date (including, solely with taking into account extensions validly obtained). With respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns required to be filed by the Company hereunder at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event CSK reasonably determines Return that any Straddle Period is a Pass-Through Tax Return should be modified, CSK shall notify or for which the Company of CSK's proposed modifications no later than fifteen days from Blocker Sellers or the date of receipt of such Tax Return. To the extent that the Company disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm Unitholders (other than the regular auditor any holder of CSKBlocker Units) would reasonably be expected to have an indemnification obligation hereunder (including an obligation pursuant to Section 7.6(f) or Section 7.7), the Company or GPurchaser shall (i) prepare such Tax-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past practice of the applicable Barteca Entity or Blocker (unless otherwise required by applicable Law) and (ii) in the case of any Tax accounting practices used Return with respect to income Taxes, no later than thirty (30) days prior to filing any such Tax Return, and in the case of any Tax Returns Return with respect to non-income Taxes, no later than ten (10) days prior to filing any such Tax Return, Purchaser shall provide to the Sellers’ Representative drafts of such Tax Return and shall, prior to filing thereof, make any changes thereto reasonably requested in question writing by the Sellers’ Representative within ten (unless 10) days of receipt thereof, to the extent such past practices changes are no longer permissible permitted by applicable Law; provided, however, that notwithstanding anything to the contrary in this Section 7.6(b), Purchaser shall, in its sole discretion, be permitted to determine whether to make an election under Section 754 of the Applicable Code on any Pass-Through Tax Return with respect to a Tax period of a Barteca Entity ending on and including the Closing Date; provided, further, that Purchaser shall not be required to file any Tax Return, or take any position thereon, and clause (i) shall therefore not apply, to the extent that Purchaser or the applicable Barteca Entity or Blocker reasonably determine, with the written advice of independent Tax counsel, 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 state, local or non-U.S. Law), for a particular position. If Purchaser is not authorized under applicable Law to execute and file any Tax Return prepared by Purchaser pursuant to this Section 7.6(b), Sellers’ Representative shall execute and file (or cause to be executed and filed) such Tax Return (as finally determined pursuant to this Section 7.6(b)) with the appropriate Tax Authority. Notwithstanding anything to the contrary herein, for purposes of this Section 7.6(b), to the extent any item is not covered by such past practices (or such past practices are no longer permissible Tax liability would be recovered under the Applicable Tax LawR&W Policy (and not from the Blocker Sellers or the Unitholders), it shall not be taken into account as an obligation of the Blocker Sellers and the Unitholders in accordance with reasonable Tax accounting practices selected by determining whether the Company Blocker Sellers and CSKthe Unitholders have any indemnification obligation hereunder.

Preparation of Tax Returns. (a1) CSK CIGNA shall have the right and obligation to timely prepare and file, and file (or shall cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), any Tax Return that is required to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods ending on or before the Closing Date. CSK shall provide the Company with copies of any such Tax Returns (to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event that the Company reasonably determines that any such Tax Return should be modified, the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The appropriate Acquired Company shall have the right and obligation to timely prepare and file, pay (or cause to be timely prepared paid) all Taxes shown to be due and filed, when due (taking into account any valid extension of the time for filing)owing on, all Tax Returns that are required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns required to be filed by or on behalf of (i) any Acquired Domestic Company and any Acquired International Company which is included in CIGNA's U.S. consolidated federal Income Tax Return with respect to all Pre-Closing Tax Periods and (ii) any Acquired International Company (except for those Acquired International Companies covered by Section 6.5(a)(i)) with respect to all Pre-Closing Tax Periods for which Tax Returns are due to be filed on or before the Company hereunder at least 30 days Closing Date, and, as of the time of filing, will be true and correct in all material respects and prepared in a manner consistent with past practices. The Purchaser shall or shall cause the Acquired Companies to provide to CIGNA, as soon as such information is available but in no event later than five months prior to the due date (as extendedincluding extensions) for filing the Tax Return to which such information relates (or as soon thereafter as is reasonably practicable), all information regarding the Acquired Companies reasonably required to complete the Tax Returns for which CIGNA has filing responsibility pursuant to this Section 6.5(a) for any Pre-Closing Tax Period. The Purchaser shall cause the Acquired Companies to provide any other Tax related information reasonably requested by CIGNA within five business days of such request. All Tax Returns (or copies thereof) as to which CIGNA has filing responsibility under this Section 6.5 shall be, if reasonably practicable, provided to the Purchaser a reasonable amount of time prior to the due date (including extensions) for filing that Tax Return, and, if such Tax Return is not provided to Purchaser in a reasonable amount of time prior to the due date for filing that Tax Return, a draft of such Tax Return shall be provided. If a draft of a Tax Return has been provided pursuant to the preceding sentence, CIGNA shall provide the Purchaser with the final Tax Return as soon as is practicable, along with a schedule indicating any changes from the draft Tax Return. If the Purchaser has any dispute regarding any such Tax Return as presented by CIGNA, such Tax Return shall be filed as prepared by CIGNA, and the Purchaser thereafter shall be entitled to initiate a dispute under Section 6.12 hereof. The Purchaser shall prepare and file all other Tax Returns. In The Purchaser shall not file, or permit any affiliate to file, any amended Tax Returns for any of the event CSK reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To the extent that the Company disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used Acquired Companies with respect to Pre-Closing Tax Periods without the Tax Returns prior written approval of CIGNA, which approval shall not be unreasonably withheld. Nothing in question (unless such past practices are no longer permissible the preceding sentence is intended to modify the rights or obligations of any person under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSKSection 6.6 hereof.

Preparation of Tax Returns. (a) CSK Seller shall have the right and obligation to timely prepare and file, and file (or cause to be timely prepared and filed) all Tax Returns relating to the Company or any of its Subsidiaries which are required to be filed after the Closing Date and which are filed on a consolidated, when due (taking into account any valid extension of unitary or combined basis with the time for filing), Seller. With respect to any Tax Return that is required to be prepared and filed by the Seller pursuant to the preceding sentence, Purchaser shall cause the Company to prepare and provide to Seller a package of Tax information materials (the “Tax Package”), which shall be completed in accordance with past practice, and shall include drafts of the operations, ownership, assets or activities of WISCO, Tax Returns (computed on a stand-alone basis with respect to the WISCO Contributed AssetsCompany and its Subsidiaries), or of any WISCO Contributed Subsidiary for Tax Periods ending on or before the Closing Date. CSK schedules and significant work papers (other work papers shall provide the Company with copies of any such Tax Returns (be made available to the extent that they relate Seller upon request). With respect to any consolidated federal income Tax Return or any Kentucky consolidated state income Tax Returns, Purchaser shall cause the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 Tax Package to be delivered to Seller no later than 45 days prior to in advance of the due date (as extendedgiving effect to any extension thereof) for filing the Tax Return to which such Tax ReturnsPackage relates. In With respect to any Tax Return to be prepared and filed by the event that Seller referred to in the first sentence of this Section 6.5 other than a consolidated federal or Kentucky consolidated income Tax Return, Purchaser shall cause the Tax Package to be delivered to Seller as promptly as reasonably possible prior to the filing of such Tax Returns to enable Seller to review and timely file the Tax Return to which such Tax Package relates. Purchaser shall prepare and file (or cause to be prepared and filed) all Tax Returns relating to the Company reasonably determines that or any of its Subsidiaries to be filed after the Closing other than Tax Returns referred to in the first sentence of this Section 6.5. With respect to any Tax Return to be filed by one party for which the other party may have an indemnification obligation, the Indemnified Party shall provide the Indemnifying Party adequate opportunity to review and comment on such Tax Return should be modified, the Company and shall notify CSK incorporate comments of the Company's proposed modifications no later than 15 days from the date of receipt of Indemnifying Party on such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (Returns to the extent such Tax Return relates to comments could affect the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible Indemnifying Party’s indemnity obligations under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), all Tax Returns that are required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns required to be filed by the Company hereunder at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event CSK reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To the extent that the Company disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSKthis Agreement.

Preparation of Tax Returns. (a) CSK shall have the right and obligation to timely prepare and file, and cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), any Tax Return that is required to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods ending on or before the Closing Date. CSK shall provide the Company with copies of any such Tax Returns (to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event that the Company reasonably determines that any such Tax Return should be modified, the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) The Vendor shall be retained responsible for preparing and filing, within the times and in the manner prescribed by law (subject, however, to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare filing under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filingextension), all Tax Returns of the Company for any Tax period ending prior to the Closing Date (which, for greater certainty, shall include the tax returns due as a result of the acquisition of control of the Company as a result of this transaction) that are required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending be filed after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period “Pre-Closing Tax Returns”). The Purchaser agrees to reasonably co-operate with the Vendor’s preparation and filing of such Pre-Closing Tax Returns, if so requested by Vendor. The Vendor shall pay all Taxes owed under the Pre-Closing Tax Returns. The Purchaser shall be responsible for preparing, filing all Tax Returns and paying all Taxes of the Company for any Tax period ending on or after the Closing Date (“Post-Closing Tax Returns”). The Vendor agrees to reasonably co-operate (at the Purchaser’s expense) with the Purchaser’s preparation and filing of such Post-Closing Tax Returns, if so requested by the Purchaser. The Purchaser shall provide CSK with copies pay all Taxes owed under the Post-Closing Tax Returns. For the purposes of section 8.05 and this Section 10.01, “Tax” and "Taxes" shall mean any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any Straddle Period kind whatsoever imposed by any governmental entity and "Tax Returns Returns" shall mean any and all returns, reports, declarations and elections, filed or required to be filed by in respect of Taxes. The Purchaser shall not (or shall not cause or permit the Company hereunder at least 30 days to) amend, refile or otherwise modify any Pre-Closing Tax Returns or any Tax Returns of the Company that were filed prior to the due date Closing Date without the prior written consent of the Vendor, which consent may be withheld in Vendor’s sole discretion. The Parties agree that Vendor shall not (as extendedand shall not cause the Company) for filing such to elect under subsection 256(9) of the Tax Returns. In the event CSK reasonably determines Act so that any Straddle Period Tax Return should be modified, CSK shall notify control of the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To the extent that the Company disagrees with such modifications, the Company and CSK shall endeavor be considered to agree have been acquired on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSKClosing Date.

Preparation of Tax Returns. (a) CSK Except as otherwise provided in Section 14.5 with respect to Transfer Taxes, Buyer shall have the right and obligation to timely prepare and file, and (or cause to be timely prepared and filed, when due (taking into account any valid extension prepared) all Tax Returns of the time for filing), Miltex Companies relating to any Straddle Period and Seller shall prepare (or cause to be prepared) all Tax Return that is required Returns relating to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods ending on or before the Closing Date that are required to be filed after the Closing Date. CSK shall provide Buyer and Seller agree to prepare and file all Tax Returns of the Company with copies of Miltex Companies for any Tax Period that includes the Closing Date on the basis that such Tax Returns (to Period ended as of the extent that they relate to end of the WISCO Contributed Assets or the Business and reasonably may have a material effect day on the Company's or its Affiliates' liability for Taxes) at least 30 days prior to Closing Date unless the due date (as extended) for filing such Tax Returns. In the event that the Company reasonably determines that any such relevant Governmental Authority will not accept a Tax Return should be modified, the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Returnfiled on that basis. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company Each party shall have the right to review and obligation comment on any Tax Returns prepared by the other party pursuant to this Section 14.1(a) prior to filing, and each party shall make any changes to such Tax Returns as reasonably requested by the other party. Subject to the provisions of Section 11.3 and this Article 14, Buyer shall timely prepare and file, file (or cause to be timely prepared and filed, ) with the appropriate Governmental Authority when due (taking into account any valid extension of the time for filing), all Tax Returns of each of the Miltex Companies relating to any Pre-Closing Tax Period that are required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending be filed after the Closing Date (including, solely with respect to without limitation, a federal income Tax Return for Miltex Holdings and the WISCO Contributed Miltex Subsidiaries that are entities formed in the United States (the "U.S. Subsidiaries, Straddle ") for the Tax Period Tax Returns). The Company ending on the Closing Date) and Buyer shall provide CSK with copies of any Straddle Period Tax Returns required pay or cause to be filed by the Company hereunder at least 30 days prior to the paid all Taxes shown as due date (as extended) for filing on such Tax Returns. In the event CSK reasonably determines that any Straddle Period All Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To the extent that the Company disagrees with such modifications, the Company and CSK shall endeavor Returns prepared pursuant to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof this Section 14.1 shall be prepared in accordance a manner consistent with past practice (unless a contrary position is required under applicable Law) and, in the case of any Tax accounting practices used with respect Return that includes the Closing Date, Buyer and Seller will cause the Miltex Companies to claim deductions for the Tax Returns in question Savings Expenses and any other deductions that lawfully may be claimed and will consult with PricewaterhouseCoopers LLP (unless or other nationally recognized accounting firm that may be mutually agreed to by Buyer and the Seller Representative) regarding the proper allocation of such past practices are no longer permissible under deductions among Miltex Holdings, its U.S. Subsidiaries and any other Miltex Companies. Buyer shall not elect, and shall not permit the Applicable Miltex Companies to elect, to waive the carryback of any net operating loss attributable to a Pre-Closing Tax Period (including, without limitation, the Tax Period that ends on the Closing Date) pursuant to Code Section 172(b)(3) or any similar provision of foreign, state, or local income Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSK.

Preparation of Tax Returns. (a) CSK The Seller shall have the right and obligation to timely prepare and file, and file or otherwise furnish to the appropriate party (or cause to be timely prepared and filed, when due (taking into account any valid extension filed or so furnished) in a timely manner the United States federal income tax return of the time Company for filing), any Tax Return that is required to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods ending on or before the Closing Date. CSK shall provide the Company with copies of any such Tax Returns (to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 days prior to the due date (as extended) for filing such Tax ReturnsS short year. In the event that the Company reasonably determines that any such Tax Return should be modifiedaddition, the Company Seller shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), and all Tax Returns that are required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period other Tax Returns required to be filed by the Company hereunder at least 30 days (after giving effect to any valid extensions of the due date for filing any such Tax Returns) on or prior to the Closing Date. All such Tax Returns shall be prepared in a manner consistent with the prior Tax Returns of the Company, unless otherwise required under applicable law. The Seller shall timely pay (or cause to be timely paid) all Taxes shown as due date (as extended) for filing and owing on all such Tax Returns. In The Buyer shall prepare and file, or cause to be prepared and filed, any and all other Tax Returns required to be filed by the event CSK reasonably determines that any Straddle Period Tax Return should Company. Subject to its right to indemnification under this Section 6.4, the Buyer shall pay (or cause to be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of paid) all Taxes shown as due and owing on all such Tax ReturnReturns. To the extent that the Company disagrees with such modificationsThe Seller, the Company and CSK Buyer shall endeavor reasonably cooperate, and shall cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably to agree on the positions cooperate, in preparing and filing all Tax Returns, including maintaining and making available to be taken on such return. To the extent that they are unable to do so, a CPA Firm (each other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, all records necessary in connection with the fees Taxes and expenses of such accounting firm to be borne equally by CSK in resolving all disputes and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used audits with respect to all taxable periods relating to Taxes. The Buyer and the Seller recognize that the Seller and Seller's agents and other representatives will need access, from time to time, after the Closing Date, to certain accounting and Tax Returns in question (unless such past practices are no longer permissible under records and information held by the Applicable Tax Law), and Company to the extent any item such records and information pertain to events occurring prior to the Closing Date; therefore, each of the Buyer and the Company agrees (i) to use all reasonable efforts to properly retain and maintain such records until such time as the Seller agrees that such retention and maintenance is not covered by such past practices (or such past practices are no longer permissible under necessary (but in no event longer than the Applicable Tax Law)applicable statute of limitations) and (ii) to allow the Seller and Seller's agents and other representatives, in accordance with reasonable Tax accounting practices selected by at times and dates mutually acceptable to the Company parties, to inspect, review and CSKmake copies of such records as the Seller, its agents and other representatives may deem necessary or appropriate from time to time, such activities to be conducted during normal business hours and at the Seller's expense.

Preparation of Tax Returns. (a) CSK The Seller shall have the right and obligation to timely prepare and file, and cause to be timely prepared and filed, when due filed (taking into account i) any valid extension income Tax Returns of Seller on which the income of the time Company and the Subsidiaries is reported and (ii) any non-income Tax Returns of the Company and the Subsidiaries, in each case for filing), any Tax Return taxable periods that is required to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods ending end on or before the Closing Date or that include but do not end on the Closing Date. CSK The Seller shall provide permit the Company with copies of any to review and comment on each such Tax Returns Return at least 10 days prior to filing. The Seller shall be responsible for all Taxes (i) of the Seller, and (ii) subject to Section 7.2, of the extent Company and the Subsidiaries that they relate to the WISCO Contributed Assets or the pre-Closing taxable period as determined under this Section 5.7(b). Such payments shall be made in each applicable case by no later than five Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 days Days prior to the due date for paying such amount of Taxes to the relevant Governmental Authority. For purposes of this Section 5.7(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (as extendedbut does not end on) for filing such Tax Returns. In the event that the Company reasonably determines that any such Tax Return should be modifiedClosing Date, the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt portion of such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets pre-Closing period shall (a) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the Business and reasonably may have amount of such Tax for the entire taxable period multiplied by a material effect fraction the numerator of which is the number of days in the taxable period ending on the Company Closing Date and the denominator of which is the number of days in the entire taxable period, and (b) in the case of any Tax based upon or its Affiliates' Tax liability) related to income or receipts, be prepared in accordance with past Tax accounting practices used with respect deemed equal to the Tax Returns in question (unless such past practices are no longer permissible under amount which would be payable if the Applicable Tax Law), relevant Taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), all Tax Returns that are required to include the operations, ownership, assets or activities Related to the Business ends after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after shall be allocated on a basis consistent with the Closing Date (including, solely with respect allocations made pursuant to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns)preceding sentence. The Company Seller shall provide CSK with copies of any Straddle Period Tax Returns not be required to be filed by the Company hereunder at least 30 days prior pay any Taxes pursuant to the due date (as extendedthis Section 5.7(b) for filing such Tax Returns. In the event CSK reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To to the extent that such Taxes are taken into account in the Company disagrees with such modifications, final determination of the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSKClosing Working Capital.

Preparation of Tax Returns. (a) CSK The Buyer shall have the right and obligation to timely prepare and file, and cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), any Tax Return that is required to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods ending on or before the Closing Date. CSK shall provide the Company with copies of any such Tax Returns (to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event that the Company reasonably determines that any such Tax Return should be modified, the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and fileprepare, or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing)prepared, all Tax Returns that are required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns required to be filed by the Company hereunder after the Closing Date with respect to a Pre-Closing Tax 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 the Buyer to the Seller (together with schedules, statements and, to the extent requested by the Seller, supporting documentation) at least 30 thirty (30) days prior to the due date (as extendedincluding extensions) for filing such Tax Returns. In the event CSK reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To If the extent Seller objects to any item on any such Tax Return, it shall, within ten (10) days 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 Company disagrees with specific factual or legal basis for any such modificationsobjection. If a notice of objection shall be duly delivered, the Company Buyer and CSK the Seller shall endeavor negotiate in good faith and use their commercially reasonable efforts to agree on resolve such items. If the positions to be taken on such return. To Buyer and the extent that they Seller are unable to do so, a CPA Firm reach such agreement within ten (other than 10) days after receipt by the regular auditor Buyer of CSKsuch notice, the Company or G-P) disputed items shall be retained resolved by the Independent Accountant and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within ten (10) days of having the item referred to determine it pursuant to such procedures as it may require. If the position Independent Accountant is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be takenfiled as prepared by the Buyer and then amended, with if necessary, to reflect the Independent Accountant’s resolution. The costs, fees and expenses of such accounting firm to the Independent Accountant shall be borne equally by CSK the Buyer, on the one hand, and the CompanySeller, on the other hand. Any Straddle Period The preparation and filing of any Tax Return which of the Company is required that does not relate to prepare under the terms hereof a Pre-Closing Tax Period shall be prepared in accordance with past Tax accounting practices used with respect to exclusively within the Tax Returns in question (unless such past practices are no longer permissible under control of the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSKBuyer.

Preparation of Tax Returns. (ai) CSK The Sellers shall have the right prepare or cause to be prepared and obligation to timely prepare and file, and file or cause to be timely prepared and filed, when due (taking into account any valid extension filed all Tax Returns of the time IA Group Companies for filing), any all Pre-Closing Tax Return that is required to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods ending on or before the Closing DatePeriods. CSK shall provide the Company with copies of any All such Tax Returns (shall be prepared and filed in a manner consistent with past practice, unless otherwise required by applicable Law. The Sellers shall submit each such Tax Return to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) GMRE at least 30 thirty (30) calendar days prior to the due date (as extended) for the filing such Tax Returns. In the event that the Company reasonably determines that any of such Tax Return should be modified, the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due (taking into account any valid extension extensions), GMRE shall have the right to review and timely comment on such Tax Return, and the Sellers shall consider in good faith such timely comments from GMRE on such Tax Return to the extent such comments are not inconsistent with the standard set forth in the previous sentence. GMRE and the Sellers will consult and resolve in good faith any issues arising as a result of the time for filingreasonable review of and comment on such Tax Return. In the event GMRE and the Sellers are unable to resolve any such dispute (the “Disputed Tax Items”), all GMRE and the Sellers shall submit the remaining Disputed Tax Returns that are required Items for resolution to include a nationally recognized accounting firm mutually agreed on by GMRE and the operations, ownership, assets or activities Related to Sellers acting reasonably (the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns“Accountants”). The Company Accountants shall provide CSK determine the proper treatment of the Disputed Tax Items in accordance with copies applicable Tax Law and this Section 6.8(a)(i) and the applicable Tax Return shall be revised to reflect such determination. Unless otherwise required by applicable Law or a final determination (as defined in Section 1313(a) of the Code), neither GMRE nor the Sellers shall take any Straddle Period position inconsistent with the Accountants’ determination in any Tax Returns required Return or any judicial, administrative, or other proceeding. In the event the Accountants are unable to be filed by the Company hereunder at least 30 days resolve such Disputed Tax Items prior to the due date (as extended) for filing such Tax Returns. In the event CSK reasonably determines that of any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such to which any Disputed Tax Return. To the extent that the Company disagrees with such modificationsItem is relevant, the Company applicable Tax Return shall be filed in a manner as reasonably determined by the Sellers in a manner consistent with past practice, unless otherwise required by applicable Law. Each of GMRE and CSK the Sellers will be afforded the opportunity to present to the Accountants any material such party deems relevant to the Accountants’ determination. GMRE and the IA Group Representative shall endeavor to agree on the positions each furnish (or cause to be taken on furnished) to the Accountants such returnwork papers and other documents and information relating to the remaining Disputed Tax Items as the Accountants may request. To the extent that they are unable to do soThe fees, a CPA Firm (other than the regular auditor of CSKdisbursements, the Company or G-P) shall be retained to determine the position to be takencosts, with the fees and expenses of such accounting firm to the Accountants shall be borne equally allocated between and paid by CSK GMRE and the Company. Any Straddle Period Tax Return which Sellers, on a joint and several basis, in proportion to the Company is required relative merits of their respective positions, as determined by the Accountants with finality; provided that if the Accountants are unable or unwilling to prepare under make such determination, the terms hereof fees, disbursements, costs, and expenses of the Accountants shall be prepared in accordance with past Tax accounting practices used equally allocated between and paid by GMRE and the Sellers, on a joint and several basis. Not later than ten (10) calendar days to the due date for payment of Taxes with respect to any such Tax Return for a Pre-Closing Period, the IA Group Representative shall cause the amount of any Seller Taxes with respect to such Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and Return to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSKbe paid to GMRE.

Preparation of Tax Returns. (ai) CSK Sellers shall have prepare or cause to be prepared all Tax Returns for the right Target Companies and obligation their Subsidiaries for all taxable periods ending on or prior to the Closing Date (each, a "Seller Return") and shall timely prepare and file, and file or cause to be timely prepared and filed, when due (taking into account filed any valid extension of the time for filing), any Tax such Seller Return that is required to include be filed on or prior to the operationsClosing Date (taking into account applicable extensions). Each Seller Return shall be prepared on a basis consistent with the past practice of the Target Companies and their Subsidiaries, ownership, assets or activities of WISCO, with except to the extent otherwise required by applicable Law. With respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods ending on or before Seller Return that is to be filed after the Closing Date. CSK shall provide , not later than thirty (30) Business Days (or as soon as is reasonably practicable and in no event later than five (5) Business Days in the Company with copies case of any such Tax Returns (to the extent that they do not relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Income Taxes) at least 30 days prior to the due date (as extendedtaking into account applicable extensions) for the filing of such Tax ReturnsSeller Return, Sellers shall provide Purchasers with a copy of such Seller Return for its review and comment and shall incorporate Purchasers' reasonable comments on such Seller Return. In Notwithstanding the event that the Company reasonably determines that any such Tax Return should be modifiedforegoing, the Company Sellers shall notify CSK not be required to provide copies of the Company's proposed modifications no later than 15 days from the date of receipt of such its consolidated, combined or unitary Tax ReturnReturns under this Section 5.18(b)(i). To the extent that CSK disagrees with such modifications, the Company and CSK (ii) Purchasers shall endeavor to agree on the positions prepare or cause to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees prepared and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, file or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), filed all Tax Returns that are for the Target Companies and their Subsidiaries for all Straddle Periods (each, a "Straddle Return") and all Post-Closing Tax Periods and shall timely file or cause to be timely filed all Seller Returns required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending be filed after the Closing Date (includingtaking into account applicable extensions). Each Straddle Return shall be prepared on a basis consistent with the past practice of the Target Companies and their Subsidiaries, solely with respect except to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns)extent otherwise required by applicable Law. The Company shall provide CSK with copies Not later than thirty (30) Business Days (or as soon as is reasonably practicable and in no event later than five (5) Business Days in the case of any Straddle Period Tax Returns required that do not relate to be filed by the Company hereunder at least 30 days Income Taxes) prior to the due date (as extendedtaking into account applicable extensions) for the filing such Tax Returns. In the event CSK reasonably determines that any of a Straddle Period Tax Return should be modifiedReturn, CSK Purchasers shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt provide Sellers with a copy of such Tax Return. To the extent that the Company disagrees with such modifications, the Company Straddle Return for its review and CSK comment and shall endeavor to agree on the positions to be taken incorporate all of Sellers' reasonable comments on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSKReturn.

Preparation of Tax Returns. (a) CSK Parent (at its cost and expense) shall have the right and obligation to timely prepare and file, and or cause to be timely prepared prepared, and file or cause to be filed, when all Tax Returns for the Company Group with an initial due date after the Closing Date (“Parent Tax Returns”). In the case of a Parent Tax Return for a Pre-Closing Tax Period, including a Straddle Period (“Company Tax Returns”), Parent shall prepare or cause to be prepared such Company Tax Returns consistent with the past practice of the applicable member of the Company Group except as otherwise required by applicable Legal Requirements. At least thirty (30) days prior to the date on which any Company Tax Return is required to be filed (taking into account any valid extension of the time for filing)extensions) (or, any Tax Return that is required to include the operationsif such due date, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods ending on or before the Closing Date. CSK shall provide the Company with copies of any such Tax Returns (to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event that the Company reasonably determines that any such Tax Return should be modified, the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due (taking into account any valid extension extensions, is within thirty (30) days following the Closing Date, as promptly as practical following the Closing Date), Parent shall submit such Company Tax Return, including the allocation of Taxes between the pre-Closing and post-Closing portions of the time for filingStraddle Period (consistent with Straddle Period allocations described in Section 10.02), all Tax Returns that are required to include the operations, ownership, assets or activities Related to the Business after Securityholder Representative for the Closing Date Securityholder Representative’s review. The Securityholder Representative shall provide written notice to Parent of its disagreement with any items in such Company Tax Return or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies allocation of any Straddle Period Tax Returns required to be filed by the Company hereunder at least 30 Taxes within ten (10) days prior to the due date (as extended) for filing such Tax Returns. In the event CSK reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of its receipt of such Company Tax Return or related allocation of Taxes and if the Securityholder Representative fails to provide such notice, such Company Tax Return, and any related allocation of Taxes, shall become final and binding upon the parties. If Parent and the Securityholder Representative are unable to resolve any dispute regarding any Company Tax Return or related allocation of Taxes within five (5) days after the Securityholder Representative delivers such notice of disagreement, then the dispute will be finally and conclusively resolved by the Accounting Firm in accordance with the dispute resolution procedure set forth Section 2.08(d), provided that the Accounting Firm shall resolve any dispute in favor of the Securityholder Representative if the Securityholder Representative’s position is (i) supported by a “more likely than not” standard under the Code, as determined by the Accounting Firm and (ii) not inconsistent with matters addressed expressly in this Agreement. To the extent that the Company disagrees with such modifications, Tax Returns described in this Section 10.03 indicate (or would indicate after taking into account the Tax Liability Amount) that the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent Group has made (or would have made) an overpayment of Taxes for any Pre-Closing Tax Period (taking into account all estimated Tax payments that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used have been made with respect to such Taxes prior to the Closing Date and the Tax Returns in question (unless Liability Amount included as Indebtedness) exceeds the amount of such past practices are no longer permissible under Taxes shown as due on any Tax Return filed after the Applicable Tax Law)Closing Date, and Parent shall, upon receipt of such overpayment, pay or cause to be paid such overpayment to the extent any item is not covered by such past practices (or such past practices are no longer permissible under Securityholder Representative, on behalf of the Applicable Tax Law)Effective Time Holders, in accordance with reasonable Tax accounting practices selected immediately available funds using wire transfer instructions as designated in writing by the Company and CSKSecurityholder Representative.

Preparation of Tax Returns. (ai) CSK Sellers shall have prepare or cause to be prepared all Tax Returns for the right Companies for all taxable periods ending on or prior to the Closing Date (each, a “Seller Return”) and obligation to shall timely prepare and file, and file or cause to be timely prepared and filed, when due (taking into account filed any valid extension of the time for filing), any Tax such Seller Return that is required to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods ending be filed on or before the Closing Date. CSK shall provide the Company with copies of any such Tax Returns (to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 days prior to the due date Closing Date (as extendedtaking into account applicable extensions); provided that, after the Closing, if Purchaser or its Affiliates (including the Companies and their Subsidiaries) for is required to file such Seller Return, subject to the provisions of this Section 5.23(b)(i), Purchaser shall cooperate in the timely filing such Tax Returns. In the event that the Company reasonably determines that any such Tax Return should be modified, the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To Each Seller Return shall be prepared on a basis consistent with the past practice of the Companies or the Subsidiaries, except to the extent otherwise required by applicable Law. With respect to any Seller Return required to be filed after the Closing Date by Purchaser or any of its Affiliates or that otherwise solely includes the Companies or their Subsidiaries, not later than twenty (20) Business Days prior to the due date, or ten (10) Business Days in the case of a non-income Tax Return, (in each case taking into account applicable extensions) for the filing of a Seller Return, Sellers shall provide Purchaser with a copy of such Seller Return (or a pro forma portion thereof, in the case of any Seller Return that includes a Person other than the Companies or the Subsidiaries) for Purchaser’s review and comment. If Purchaser disputes any item on such Seller Return (or pro forma portion), then Purchaser shall notify Sellers of such disputed item (or items) and the basis for the objection. Purchaser and Sellers shall act in good faith to resolve any such dispute prior to the date on which the relevant Seller Return is required to be filed. If Purchaser and Sellers cannot resolve any disputed item, then the item in question shall be resolved by an independent, internationally recognized accounting firm, mutually acceptable to both Purchaser and Sellers, the fees of which shall be shared based on the principles of Section 2.03(c)(iv). If such dispute process is not completed by the due date for the applicable Seller Return (taking into account applicable extensions), such Seller Return shall be filed with only such revisions as have been agreed to by Sellers; provided that, in the case of a Seller Return that is required to be filed by Purchaser, such Seller Return shall be filed with the revisions requested by Purchaser to the extent that CSK disagrees Purchaser reasonably determines, after consultation with such modificationsthe Sellers, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine there is no Exhibit 10.239 reasonable basis for the position advocated by the Sellers; provided, further, that following the resolution of any dispute, Sellers and Purchaser shall make any necessary amendments to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the CompanySeller Return. Any such Tax Return which CSK is required to prepare under the terms hereof Sellers shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, pay or cause to be timely prepared and filed, when paid all Taxes shown as due (taking into account on any valid extension of the time for filing), all Tax Returns that are required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns required to be filed by the Company hereunder at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event CSK reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Seller Return. To the extent that the Company disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSK.

Preparation of Tax Returns. (a) CSK shall have Sellers shall, at the right and obligation to timely expense of Sellers, prepare and timely file, and or shall cause to be timely prepared and timely filed, when all “S corporation” or other flow-through income Tax Returns with respect to the Acquired Companies where Tax on the income is paid solely by Sellers including any such income Tax Return of Sellers that includes the Acquired Companies (such Tax Returns, “Flow-Through Tax Returns”). For the avoidance of doubt, any income Tax Return with respect to which any Tax is paid by an Acquired Company shall not be a Flow-Through Tax Return. At least twenty (20) days prior to filing an Flow-Through Tax Return, Sellers shall make available to Buyer a draft of such Tax Return for Buyer’s review and Sellers will consider in good faith all reasonable comments received from Buyer at least five (5) days before the due date for the applicable Tax Return. Sellers shall pay or cause to be paid any Taxes attributable to all Flow-Through Tax Returns (such Taxes, “Flow-Through Taxes”). Each Acquired Company shall prepare and timely file, or shall cause to be prepared and timely filed, all Tax Returns other than Flow-Through Tax Returns, if any, that are required to be filed by such Acquired Company and its Subsidiaries (taking into account any valid extension of the time for filing), any Tax Return that is required to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods ending properly obtained) on or before the applicable Closing Date (“Acquired Company Prepared Returns”), and shall pay, or cause to be paid, all Taxes due on or before the applicable Closing Date. CSK All Acquired Company Prepared Returns shall provide the Company with copies of any be prepared by treating items on such Tax Returns in a manner consistent with the past practices of such Acquired Company or Subsidiary with respect to such items, except as otherwise required by applicable Law. At least twenty (to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes20) at least 30 days prior to filing an Acquired Company Prepared Return that is an income or other material Tax Return, the applicable Acquired Company shall make available to Buyer a draft of such Tax Return for Buyer’s review and comment. The Acquired Companies will consider in good faith all reasonable comments received from Buyer at least five (5) days before the due date for the applicable Tax Return. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Acquired Companies for a Pre-Closing Tax Period or Straddle Period that are required to be filed after the applicable Closing Date (the “Buyer Prepared Returns”). All such Buyer Prepared Returns that are not for a Straddle Period shall be prepared in a manner consistent with such Acquired Company’s past practice, except as extended) for filing such Tax Returnsotherwise required by applicable Law. In the event that the Company reasonably determines any Buyer Prepared Return that any such is an Income Tax Return should be modifiedshows any material Unpaid Pre-Closing Taxes that are subject to indemnification by the Indemnifying Parties pursuant to this Agreement, Buyer will submit such Buyer Prepared Return to the Company shall notify CSK of the Company's proposed modifications no later than 15 Sellers for review and comment at least twenty (20) days from the date of receipt of (or, if such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Buyer Prepared Return which CSK is required to prepare under be filed within twenty (20) days after the terms hereof shall (Agreement Date, as soon as practicable after the Agreement Date) prior to the extent filing of such Tax Buyer Prepared Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due (taking into account any valid extension validly obtained extensions of the time for filingto file); provided, all Tax Returns that are required to include the operations, ownership, assets any failure or activities Related delay in providing any Buyer Prepared Return to the Business after Sellers shall not relieve the Closing Date or Indemnifying Parties of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely indemnification obligations with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns required to be filed by the Company hereunder at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event CSK reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To Buyer will consider in good faith all reasonable comments received from the extent that Sellers at least five (5) days before the Company disagrees with such modifications, due date for the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period applicable Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSKReturn.

Preparation of Tax Returns. (a) CSK The Acquiror shall have the right and obligation to timely prepare and file, and or cause to be timely prepared and filed, when due (taking into account any valid extension all Tax Returns of the time for filing), any Tax Return Company and the Transferred Subsidiaries that is are required to include be filed after the operationsClosing Date, ownershipprovided, assets or activities of WISCOhowever, with respect that the Sellers’ Representative shall prepare and file Tax Returns that relate to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods taxable periods ending on or before the Closing Date. CSK The parties hereto agree that, to the maximum extent permitted by Law, any Tax deductions relating to Transaction Expenses shall provide be included on the Tax Returns for the Pre-Closing Tax Period and, for the avoidance of doubt, that deductions arising as a result of the payment of the Bonus Amount shall be included on the Tax Returns for the Pre-Closing Tax Period. The Acquiror shall not, and shall cause the Company with copies and their respective Affiliates to not, take any action, or permit any action to be taken, that may prevent the taxable year of any such Tax Returns the Company from ending for federal and (to the extent that they relate permitted under applicable state Law) state Income Tax purposes at the end of the day on which the Closing occurs and shall, to the WISCO Contributed Assets or extent permitted by applicable Law, elect with the Business and reasonably may have relevant Tax Authority to treat for all Income Tax purposes the Closing Date as the last day of a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event that the Company reasonably determines that any such Tax Return should be modified, the Company shall notify CSK taxable period of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof Acquiror shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liabilityi) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when any Tax Returns of the Company and the Transferred Subsidiaries that relate to a Straddle Period in accordance with past practice to the extent consistent with applicable Law, (ii) provide a draft of such Tax Returns to the Sellers’ Representative at least forty-five (45) days prior to the applicable due date (taking into account any valid extension of the time for filingextensions), all Tax Returns that (iii) consider any comments made by the Sellers’ Representative no later than fifteen (15) days prior to such due date, and (iv) reflect any such comments to the extent they are required to include be reflected under applicable Law. The Acquiror and the operationsSellers agree that the election specified in section 1101(g)(4) of the Bipartisan Budget Act of 2015, ownershipPublic Law 114-74, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including129 Stat. 683, solely will not be made with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns required to be filed by the Company hereunder at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event CSK reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To the extent that the Company disagrees with such modifications, the Company and CSK shall endeavor to agree on that no election under Section 338 of the positions to Code or any similar provision of state, local, or non-U.S. Law will be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used made with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSKTransferred Subsidiary.

Preparation of Tax Returns. (a) CSK Sellers, at their sole cost and expense and only if required by US federal tax law, shall have the right and obligation to timely prepare and filefile any IRS Form 1120 (and any comparable state, local, or foreign Tax Returns) of the Company for any Pre-Closing Tax Period (“Seller Prepared Returns”), and cause to be timely prepared and filed, when pay all Taxes shown as due thereon no later than five (taking into account any valid extension of the time for filing), any Tax Return that is required to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods ending on or 5) business days before the Closing Date. CSK shall provide the Company with copies due date of any such Tax Returns (without regard to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 days prior to the due date (as extended) for filing such Tax Returnsextensions). In the event that the Company reasonably determines that any such Tax Return should be modified, the Company All Seller Prepared Returns shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law)existing procedures, practices, and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due (taking into account any valid extension methods of the time for filing)Company, all Tax Returns that are unless required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns)otherwise by applicable Law. The Company Seller shall provide CSK with copies to Purchaser a draft of any Straddle Period Tax Returns each such Seller Prepared Return required to be filed by the Company hereunder at least 30 no later than thirty (30) days prior to the due date of such return and shall incorporate any reasonable comments received from Purchaser within fifteen (as extended15) for filing days of the date such draft Tax Returns are provided to Purchaser. Purchaser shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns (other than Seller Prepared Returns. In the event CSK reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify ) with respect to the Company due after the Closing Date (“Purchaser Prepared Returns”). If any Purchaser Prepared Return is in respect of CSK's proposed modifications a Straddle Period, it shall be accompanied by a statement setting forth the calculation of taxable income in the portions of the period covered by the relevant Purchaser Prepared Return ending on the Closing Date and beginning after the Closing Date, and shall incorporate any reasonable comments received by Sellers within fifteen (15) days of the date such draft Purchaser Prepared Returns are provided to Sellers. Sellers shall pay all Taxes which are allocable to the Pre-Closing Period (in accordance with Section 10.1) no later than fifteen (15) days from before the due date of receipt such Purchaser Prepared Returns (without regard to extensions). No failure or delay of such Tax Return. To Purchaser in providing Purchaser Prepared Returns for Seller to review shall reduce or otherwise affect the extent that the Company disagrees with such modifications, the Company and CSK shall endeavor obligations or liabilities of Seller pursuant to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and this Agreement except to the extent any item Seller is not covered actually prejudiced by such past practices (delay or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSKfailure.

Preparation of Tax Returns. (a) CSK The Acquired Companies shall have the right and obligation to timely prepare and file, and file (or cause to be timely prepared and filed, when due ) in a timely manner all Tax Returns for any taxable period (or portion thereof) that ends on or prior to the Closing Date that are required to be filed (taking into account any valid extension extensions of the time for filing), any Tax Return that is required to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods ending on or before file) after the Closing Date. CSK The Acquired Companies shall provide the Company with copies of use their reasonable best efforts to make any such Tax Returns (Return for which Stockholders have liability pursuant to this Agreement available to the extent that they relate to the WISCO Contributed Assets or the Business Stockholders for review and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) comment at least 30 ten (10) days prior to the due date for filing such Tax Returns (or such shorter period as extended) is reasonable taking into account the applicable Taxes and due date for filing such Tax Returns). In the event that the Company reasonably determines that any The Acquired Companies shall make such reasonable changes and revisions to such Tax Return should be modified, Returns as are requested by the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (Stockholders to the extent such changes and revisions relate to Taxes for which the Stockholders have liability pursuant to this Agreement. Notwithstanding anything to the contrary, any consolidated or other group Tax Return relates relating to the WISCO Contributed Assets Buyer or any of its Affiliates shall not be subject to this Section 5.4(a). No later than five (5) Business Days prior to the Business and reasonably may have a material due date (after giving effect on to extensions) for the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used payment of any Taxes with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), all Tax Returns that are required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns Return required to be filed by the Company hereunder at least 30 days prior Acquired Companies pursuant to this Section 5.4(a), (i) the Buyer and the Stockholders shall execute joint written instructions to the due date Escrow Agent instructing the Escrow Agent to pay the Buyer or the Acquired Companies (as extendeddirected by the Buyer) for filing within three (3) Business Days, an amount equal to the portion of such Taxes shown as due by the Acquired Companies on any such Tax Returns. In Return for which the Stockholders have liability pursuant to this Agreement or (ii) in the event CSK reasonably determines that no Escrow Amount remains, the Stockholders shall pay to the Buyer or the Acquired Companies (as directed by the Buyer), an amount equal to the portion of such Taxes shown as due by the Acquired Companies on any Straddle Period such Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To the extent that the Company disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return for which the Company is required Stockholder have liability pursuant to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Lawthis Agreement), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSK.

Preparation of Tax Returns. (a) CSK shall have The Seller shall, at the right Seller’s sole cost and obligation to timely expense, prepare and file, and or cause to be timely prepared and shall timely file or cause to be filed all Tax Returns for each of the Group Companies that are due before Closing. The Seller shall, at the Seller’s sole cost and expense, prepare or cause to be prepared and shall timely file or cause to be filed all income Tax Returns for all Tax periods ending before the Closing Date (collectively, the “Seller Returns”). The Seller will provide the Purchaser with copies of such Seller Returns at least 30 days before they are required by applicable Law to be filed, when due (taking into account and the Purchaser shall have 20 Business Days to review and provide comments with respect to such Seller Returns for such period. The Seller shall consider in good faith any valid extension reasonable comments that are timely provided by the Purchaser. The Purchaser will cause the Group Companies to remit any Taxes in respect of the time for filing)periods covered by the Seller Returns as required under applicable Law. (b) The Purchaser shall cause the Company to prepare and file all Tax Returns of any Group Company due after Closing which are not Seller Returns, any which Tax Return that is required to include the operations, ownership, assets or activities of WISCO, Returns shall be prepared and filed on a timely basis and in a manner consistent with prior practice with respect to the WISCO Contributed Assets, or treatment of any WISCO Contributed Subsidiary for Tax Periods ending specific items on or before the Closing Date. CSK shall provide the Company with copies of any such Tax Returns (to the extent that they relate to such treatment is reasonable in the WISCO Contributed Assets circumstances and not prohibited by applicable Laws). The Purchaser shall not, and shall not permit any other Person to, amend or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event that the Company reasonably determines that re-file any such Tax Return should be modified, the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do somake, a CPA Firm (other than the regular auditor of CSK, G-P amend or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such rescind any Tax Return which CSK is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used election with respect to a Pre-Closing Tax Period of any Group Company without the Tax Returns prior consent of the Seller. (c) Without limiting the Seller’s indemnity set out in question (unless such past practices are no longer permissible under Section 10.2 of this Agreement, the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company Seller shall have the right and obligation to timely prepare and file, pay or cause to be timely prepared and filed, when paid on or before their respective due (taking into account any valid extension of the time for filing), all Tax Returns that are required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns required to be filed by the Company hereunder at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event CSK reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To the extent that the Company disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSK.dates all

Preparation of Tax Returns. (a) CSK Other than as contemplated in the Special Indemnity Side Letter, the Representative shall have the right and obligation prepare, or cause to timely prepare and filebe prepared, and shall timely file or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), any all income Tax Return that is Returns required to include be filed for the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary Company for Tax Periods all taxable periods ending on or before the Closing Date (each such Tax Return relating to income Taxes being a “Final Income Tax Return”) including, without limitation, final S corporation income Tax Returns for federal and applicable state income tax purposes for the period beginning on January 1, 2014 and ending at the close of the day on the Closing Date. CSK Such Final Income Tax Returns shall provide be prepared in accordance with applicable Legal Requirements and consistent with past practices of the Company with copies of any such Tax Returns (to the extent that they relate to the WISCO Contributed Assets were so compliant. The Company or the Business Representative, as applicable, shall permit Acquiror (i) to review and approve each such Final Income Tax Return during a reasonable period prior to filing (it being understood that no such Tax Return shall be filed without Acquiror’s prior written approval), such approval not to be unreasonably withheld, conditioned or delayed and (ii) to reasonably may have a material effect determine whether such Final Income Tax Returns constitute all of the Final Income Tax Returns required by applicable Legal Requirements. Notwithstanding the foregoing, the Parties agree that (i) provided the “net recognized built-in gain” (within the meaning of Section 1374 of the Code) reflected on the Company's ’s federal Final Income Tax Return for the period beginning January 1, 2014 and ending at the close of the day on the Closing Date is calculated using the Appraisal and in a manner consistent with the methodology set forth on Schedule 8.1(s), such federal Final Income Tax Return shall not be subject to Acquiror’s prior written approval (but shall be subject to comment by Acquiror, which comments shall be considered in good faith by the Representative and the preparers of such Final Income Tax Return) and (ii) the Company on its Final Income Tax Returns may treat any deferred income or its Affiliates' liability for Taxes) at least 30 days prior unearned income liabilities that are included in Current Liabilities under this Agreement as a deemed payment of a trade or business expense under Section 162 of the Code. In the event Acquiror reasonably determines that one or more additional Final Income Tax returns are required by applicable Legal Requirements to be filed, the due date (as extended) for Parties shall cooperate in the timely preparation and filing of such Tax Returns. In the event that the Company reasonably determines that any such Tax Return should be modified, the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To the extent that CSK disagrees with any such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Final Income Tax Return which CSK is required to prepare under the terms hereof shall reflects (to the extent such i) a Company Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used liability with respect to the “net recognized built-in gain” (within the meaning of Section 1374 of the Code and corresponding provisions of applicable state and local tax Legal Requirements) resulting from the Section 338(h)(10) Election or (ii) income Tax Returns in question (unless withholding required by the Company with respect to income allocable to the Company Stockholders, Acquiror and the Representative shall cooperate with one another regarding the payment of such past practices are no longer permissible under Tax liability, with the Applicable Acquiror responsible 48 WA 4941984.13 WCSR 32390522v12 for any such Tax Law), and liability to the extent it was taken into account as a Current Liability on the Estimated Closing Balance Sheet for purposes of calculating Net Working Capital and the Company Stockholders responsible for any item is such Tax liability to the extent it was not covered by taken account as a Current Liability on the Estimated Closing Balance Sheet for purposes of calculating Net Working Capital. Except for such past practices (or such past practices are no longer permissible under the Applicable Final Income Tax Law)Returns, in accordance with reasonable Tax accounting practices selected by CSK. The Company Acquiror shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), all Tax Returns that are for the Company required to include the operations, ownership, assets or activities Related to the Business be filed after the Closing Date Date. However, to the extent such Tax Returns include any Straddle Period, Acquiror shall permit the Representative to review and approve each such Tax Return during a reasonable period prior to filing (it being understood that no such Tax Return shall be filed without the Representative’s prior written approval), such approval not to be unreasonably withheld, conditioned or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely delayed. Any disputed items with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies preparation of any Straddle Period Final Income Tax Returns shall be referred for timely resolution by the Independent Accountant (the costs of the Independent Accountant shall be paid in accordance with Section 2.9(b)), whose determination shall be final, binding and conclusive as to Acquiror, the Representative and their respective Affiliates and the Company Stockholders. Except as otherwise provided in this Section 7.4 or the Special Indemnity Side Letter, none of Acquiror, the Company, or the Surviving Corporation shall file any new Tax Returns or amend any previously filed Tax Returns of the Company attributable to any Pre-Closing Tax Period without the prior written consent of the Representative (such consent not to be unreasonably withheld, conditioned or delayed), unless any such new Tax Return or amended Tax Return is required to be filed by the Company hereunder at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event CSK reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify the Company because of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To the extent that the Company disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSKapplicable Legal Requirements.

Preparation of Tax Returns. (a) CSK shall have the right and obligation to timely The Shareholders’ Representative will prepare and file, and or cause to be timely prepared and filed, when due (taking into account any valid extension of file or cause to be filed all income Tax Returns for the time Target for filing), any Tax Return that is required to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods all periods ending on or before prior to the Closing Date, whether filed before or after the Closing Date (the “Seller Returns”). CSK shall provide All Seller Returns will be prepared on a basis consistent with the Company with copies of any such most recent Tax Returns of the Target unless the Shareholders’ Representative determines that there is no reasonable basis for such position, and will be true, correct and complete in all material respects. Not later than thirty (to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes30) at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event that the Company reasonably determines that any such Tax Return should be modifiedof a Seller Return, the Company shall notify CSK Shareholders’ Representative will provide the Parent with a copy of such Seller Return. If Parent, within 15 days after the delivery of such Seller Return notifies the Shareholders’ Representative in writing that it objects to any of the Company's proposed modifications no later than 15 days from the date of receipt of items on such Tax Seller Return. To the extent that CSK disagrees with such modifications, the Company Shareholders’ Representative and CSK shall endeavor the Parent will attempt in good faith to agree on resolve the positions to be taken on such return. To the extent that dispute and, if they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) disputed items shall be retained resolved (within a reasonable time) by a nationally recognized independent accounting firm chose jointly by the Parent and the Shareholders’ Representative (the “Accounting Firm”). The Accounting Firm will resolve any such dispute in favor of the Shareholders’ Representative to determine the position extent that the Tax Return subject to be takenthe dispute was prepared on a basis consistent with the most recent Tax Returns of the Target, with unless the Accounting Firm determines that there is no reasonable basis for such position, and the fees and expenses of such CPA Accounting Firm to will be borne equally by WISCO the Parent and the CompanyShareholders’ Representative. Any such The Parent will cooperate in the filing of the Seller Returns. The Shareholders’ Representative will pay exclusively from the Escrow or the Shareholders’ Representative Fund (as determined by the Shareholders’ Representative in his, her or its sole discretion) any amount shown due on the Seller Returns to the extent not included as a liability in the Net Working Capital as determined for the Closing Date Balance Sheet. The Parent will pay any Taxes shown due on the Seller Tax Return which CSK is required to prepare under the terms hereof shall (Returns to the extent such Tax Return relates to Taxes were reflected as a liability in the WISCO Contributed Assets or Net Working Capital as determined for the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSKClosing Date Balance Sheet. The Company shall have the right and obligation to timely Parent will prepare and file, or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), will file or cause to be filed all Tax Returns other than the Seller Returns; provided, however, that are required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date not later than thirty (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns required to be filed by the Company hereunder at least 30 30) days prior to the due date (as extended) for filing such Tax Returns. In the event CSK reasonably determines that any Straddle Period of a Tax Return should be modifiedfor a Straddle Period, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from Parent will provide the date of receipt Shareholders’ Representative with a copy of such Tax Return. To If the extent Shareholders’ Representative, within 15 days after the delivery of such Tax Return notifies Parent in writing that it objects to any of the Company disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken items on such return. To Tax Return, Parent and the extent that Shareholders’ Representative shall attempt in good faith to resolve the dispute and, if they are unable to do so, the disputed items shall be resolved (within a CPA Firm (other than reasonable time) by the regular auditor Accounting Firm. In the case of CSKa Tax Return for a Straddle Period, the Company or G-P) shall be retained Shareholders’ Representative will pay to determine the position to be taken, with Parent the fees and expenses Target’s share of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used any Taxes due with respect to the such Tax Returns in question Return (unless such past practices are no longer permissible under the Applicable Tax Law), and determined pursuant to Section 8.2 below) to the extent any item is not covered by included as a liability in the Net Working Capital as determined for the Closing Date Balance Sheet not later than seven (7) days prior to the due date for filing such past practices (Tax Return, it being understood and agreed that the Shareholders’ Representative will pay such amounts exclusively from the Escrow or such past practices are no longer permissible under the Applicable Tax Law)Shareholders’ Representative Fund, in accordance with reasonable Tax accounting practices selected as determined by the Company Shareholders’ Representative in his, her or its sole discretion. Any costs, fees and CSKexpense of the Accounting Firm in connection with this Section 8.1 shall be equally borne by the Parent and the Shareholders’ Representative.

Preparation of Tax Returns. (a) CSK The Seller shall have the right and obligation to timely prepare and filefile any Tax Returns relating to the Company and the Subsidiaries for any taxable periods that end on or prior to the Closing Date (the "Seller Returns"). The Seller Returns shall be prepared in a manner consistent with the prior practice of the Company and the Subsidiaries (except to the extent counsel for the Seller shall determine that there is no reasonable basis therefor) and, and cause in case of Seller Returns relating to Income Taxes, the Seller shall deliver the Seller Returns to the Purchaser at least 15 days before such Seller Return is due to be timely prepared and filed, when due filed (taking into account any valid extension extensions of time to file such return that have been properly obtained) for Purchaser's review and comment in accordance with Section 7.04(b) hereof. In the time for filing), case of any Tax Return for a period that is required to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods ending on or before includes the Closing Date. CSK Date that does not cover a taxable period that ends on the Closing Date (the "Purchaser Returns"), Purchaser shall provide prepare or cause the Company to prepare such Purchaser Return in a manner consistent with copies the prior practice of any such Tax Returns the Company and the Subsidiaries (except to the extent counsel for the Purchaser shall determine that they relate there is no reasonable basis therefor) and the Purchaser shall deliver such Purchaser Return to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) Seller at least 30 7 days prior to the before such return is due date (as extended) for filing such Tax Returns. In the event that the Company reasonably determines that any such Tax Return should be modified, the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due filed (taking into account any valid extension extensions of time to file such return that have been properly obtained) for Seller's review and comment in accordance with Section 7.04(b) hereof. Seller shall reimburse the Purchaser for any Taxes on the Purchaser Return owed by Seller pursuant to Sections 7.01(a) and 7.01(d) hereof to the extent such amount exceeds the accrual for such Taxes (other than deferred Taxes that reflect the differences between book and tax basis in assets and liabilities), if any, established therefor in the Closing Balance Sheet and only to the extent it is taken into account in determining the Cash Dividend Amount adjustment under Section 2.04(c) hereof. The Purchaser shall prepare and file or cause the Company to prepare and file any Tax return relating to the Company or any of the time Subsidiaries for filing), all Tax Returns any taxable periods that are required to include the operations, ownership, assets begin on or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns required to be filed by the Company hereunder at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event CSK reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To the extent that the Company disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSKDate.

Preparation of Tax Returns. (ai) CSK Timken shall have the right and obligation to timely prepare and fileprepare, and or cause to be timely prepared prepared, in accordance with the provisions of this Section 7.6, all Tax Returns relating to (A) income Taxes of the Company and filedits Subsidiaries for all taxable periods ending on or prior to the Closing Date required to be filed by the Company and its Subsidiaries (or an Affiliate of the Company or its Subsidiaries) on or after the Closing Date and (B) income Taxes that are paid on a consolidated, when due unitary, combined or similar basis with respect to Tax Returns that include the Company or its Subsidiaries, on the one hand, and Timken or any of its Affiliates (other than the Company and its Subsidiaries) on the other hand (individually “Consolidated Tax Returns”, and, together with the returns described in clause (A) above, the “Income Tax Returns”). Timken shall provide to the Buyer for review an extract of each Income Tax Return to the extent relevant to the Buyer under this Agreement no later than forty-five (45) days prior to the date on which such Income Tax Return is required to be filed with the proper taxing authority (taking into account any applicable valid extension extension). The Buyer shall have the right to review or to cause to be reviewed all non-privileged information used to prepare such extract of such Tax Return and Timken shall make reasonably available to the Buyer and its representatives the accountants who participated in the preparation of each such Income Tax Return. Timken shall consider in good faith any reasonable comments by the Buyer that are submitted no less than thirty (30) days prior to the due date of such Tax Return. Timken and the Buyer agree to consult and resolve in good faith any issues arising as a result of the time for filing)Buyer’s review of such Tax Return and mutually to consent to the filing of such Tax Return as promptly as possible. Upon completion of any Income Tax Return (other than Consolidated Tax Returns) in accordance with the provisions hereof, the Buyer shall file (or cause to be filed) such Income Tax Return (other than Consolidated Tax Returns) and Timken shall make (or cause to be made) all payments required to be made as set forth in such Income Tax Return on behalf of the Company to the extent that such payments were not accrued in the calculation of Final Working Capital, all as required by applicable Law. Neither the Buyer, the Company or its Subsidiaries, nor any of their respective Affiliates, shall file, amend or revoke any Tax Return that is required to include or Tax election of the operations, ownership, assets Company or activities of WISCO, its Subsidiaries with respect to a period ending on or prior to the WISCO Contributed AssetsClosing Date, without Timken’s prior written consent. If Timken determines that the Company or its Subsidiaries is entitled to file or make a formal or informal claim for refund or file an amended Tax Return providing for a refund with respect to a period for which it is obligated to prepare or cause to be prepared the original of such Tax Return pursuant to this Section 7.6(a), Timken shall be entitled to file or make such claim or amended Tax Return on behalf of the Company or its Subsidiaries and Timken will be entitled to control the prosecution of such refund claims after the Closing. Timken shall be entitled to any WISCO Contributed Subsidiary for Tax Periods refunds or reductions in Tax liability, including interest paid therewith, in respect of Taxes paid by the Company or its Subsidiaries with respect to a taxable period or portion thereof ending on or before the Closing Date. CSK shall provide After the Company with copies of any such Tax Returns (Closing, Timken, at Timken’s expense, may require the Buyer to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event that the Company reasonably determines that any such Tax Return should be modified, the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on cause the Company or its Affiliates' Subsidiaries to file for a Tax liability) refund to which Timken would be prepared in accordance with past Tax accounting practices used with respect entitled pursuant to the Tax Returns in question (unless preceding sentence, provided that the Buyer believes that it is more likely than not that such past practices are no longer permissible under a refund claim is warranted. Timken shall be entitled to control the Applicable Tax Law)prosecution of such claim at its own expense, and to the extent Buyer will cooperate with Timken in any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), all Tax Returns that are required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns required to be filed by the Company hereunder at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event CSK reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To the extent that the Company disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSKrefund matters.

Preparation of Tax Returns. (a) CSK The Lead Indemnitor will be responsible for the preparation and filing of all Tax Returns for Casden and CPLB for all Pre-Closing Periods and pay all third-party costs and expenses incurred in preparing and filing such Tax Returns. All Tax Returns for Casden and CPLB for any Pre-Closing Period and any Straddle Period shall have be prepared in a manner consistent with the right applicable entity's past practices as in effect prior to the Closing Date; provided, that, such past practices are in accordance with the Code and obligation the regulations thereunder. AIMCO agrees to timely prepare reasonably cooperate in the preparation and filefiling of such Tax Returns and to make available at its expense records and employees of AIMCO necessary for the preparation or such Tax Returns. AIMCO and its accountants will be provided for their review and comment, and cause to be timely prepared and filed, when due (taking into account any valid extension a draft of the time for filing), any each material Tax Return that is required to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, any period (or of any WISCO Contributed Subsidiary for Tax Periods portion thereof) ending on or before the Closing Date. CSK shall provide the Company with copies of any such Tax Returns (to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) Date at least 30 20 days prior to the due date (as extended) for filing the Lead Indemnitor intends to file such Tax ReturnsReturn. In AIMCO shall notify the event that the Company reasonably determines that Lead Indemnitor in writing of any proposed change (a "Proposed Change") to any such Tax Return should be modified, within five business days after the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt delivery of such Tax ReturnReturn by the Lead Indemnitor. To The Lead Indemnitor shall consider in good faith any such Proposed Change and shall notify AIMCO of its acceptance or rejection of any such change within five days after receipt thereof. If the extent that CSK disagrees with Lead Indemnitor and AIMCO disagree as to the necessity or correctness of any Proposed Change and such modificationsproposed change relates in any material way to the REIT status of any Indemnitee, the Company and CSK such Proposed Change shall endeavor be submitted to agree on the positions to be taken on such return. To the extent that they are unable to do soan independent, a CPA Firm nationally recognized accounting firm (other than the regular auditor preparer of CSK, G-P AIMCO's or the Companyany of the Indemnitors' Tax Returns or financial statements) shall be retained to determine selected by the position to be taken, with the fees and expenses accounting firm of such CPA Firm to be borne equally by WISCO AIMCO and the CompanyLead Indemnitor, for immediate resolution. Any such Tax Return which CSK is required to prepare under In resolving a dispute concerning any Proposed Change, the terms hereof accounting firm shall (consult with, and consider in good faith the opinions and positions of, AIMCO and the Lead Indemnitor as to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent proper resolution of any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSKmatters at issue. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), all Tax Returns that are required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns required to be filed by the Company hereunder at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event CSK reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To the extent that the Company disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses decision of such accounting firm to concerning such Proposed Change shall be final. The cost of such resolution shall be borne equally 50% by CSK AIMCO and 50% by the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices Lead Indemnitor (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected Additional Indemnitors if not paid by the Company and CSKLead Indemnitor).

Preparation of Tax Returns. (a) CSK Seller’s Representative or other Person designated by Sellers Majority that is reasonably acceptable to CH2M HILL, at Seller’s expense (provided that, to the extent personnel and the accounting firm at the time engaged to assist the Acquired Companies in the preparation of their United States federal tax returns are used, such costs and expenses shall have the right and obligation to timely prepare and filebe borne by VECO), and shall cause to be timely prepared and timely filed, when due (taking into account any valid extension with the use, assistance and cooperation of the time Acquired Companies and the personnel and accounting firms for filing)the Acquired Companies, any all Tax Return that is required to include Returns of the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary Acquired Companies for Tax Periods all taxable periods ending on or before the Closing Date. CSK shall provide the Company with copies of any such Tax Returns (to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 days prior to the Closing Date that are not due date on or prior to the Closing Date (as extended“Pre-Closing Returns”) and shall use its Best Efforts to file the Tax Returns for filing such Tax Returns. In the event that the Company reasonably determines that any such Tax Return should be modifiedyear ended March 31, the Company shall notify CSK of the Company's proposed modifications 2007 no later than 15 days from the date of receipt of such Tax Return. To the extent that CSK disagrees with such modificationsOctober 31, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO 2007 and the CompanyTax Returns for the period from March 31, 2007 through the Closing Date no later than February 29, 2008. Any All such Tax Return which CSK is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) Pre-Closing Returns will be prepared in accordance with past Tax accounting practices used with respect practice and applicable Legal Requirements, and will be subject to approval of CH2M HILL, which will not be unreasonably withheld. Seller’s Representative shall provide Pre-Closing Returns to CH2M Hill for its review and approval prior to filing and at least thirty (30) days prior to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when applicable due date (taking into account any valid extension extensions obtained). CH2M HILL will cooperate and will cause the Acquired Companies to cooperate, with Sellers’ Representative in preparation of the time for filing), all such Tax Returns that are required and will provide Sellers’ Representative with reasonable access to include the operations, ownership, assets or activities Related all information reasonably necessary to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns required to be filed by the Company hereunder at least 30 days prior to the due date (as extended) for filing complete such Tax Returns. In For the event CSK reasonably determines that any Straddle Period Tax Return should be modifiedavoidance of doubt, CSK Sellers’ Representative shall notify the have reasonable access to VECO or other Acquired Company of CSK's proposed modifications no later than fifteen days from the date of receipt of personnel and accounting firms for use in completing such Tax Return. To the extent that the Company disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSKReturns.

Preparation of Tax Returns. (a) CSK Sellers shall have the right and obligation to timely prepare and file, and cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), any Tax Return that is required to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods ending on or before the Closing Date. CSK shall provide the Company with copies of any such Tax Returns (to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event that the Company reasonably determines that any such Tax Return should be modified, the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), and all Tax Returns that are required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns required to be filed by the Company hereunder at least 30 days or any of the Subsidiaries on or prior to the Closing Date (after giving effect to any valid extensions of the due date (as extended) for filing any such Tax Returns). All such Tax Returns shall be prepared in a manner consistent with the prior Tax Returns of the Company or the Subsidiaries, as the case, unless otherwise required under applicable law. Sellers shall timely pay (or cause to be timely paid) all Taxes shown as due and owing on all such Tax Returns. In Buyer shall prepare and file, or cause to be prepared and filed, any and all other Tax Returns required to be filed by the event CSK Company. Subject to its right to indemnification under Section 8.1 above, Buyer shall pay (or cause to be paid) all Taxes shown as due and owing on all such Tax Returns. Sellers, the Company, the Subsidiaries and Buyer shall reasonably determines cooperate, and shall cause their respective affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing and filing all Tax Returns, including maintaining and making available to each other all records necessary in connection with Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Taxes. Buyer and each of the Sellers recognize that any Straddle Period Sellers and Sellers' agents and other representatives will need access, from time to time, after the Closing Date, to certain accounting and Tax Return should be modified, CSK shall notify records and information held by the Company of CSK's proposed modifications no later than fifteen days from and/or the date of receipt of such Tax Return. To Subsidiaries to the extent that such records and information pertain to events occurring prior to the Company disagrees with such modificationsClosing Date; therefore, each of Buyer, the Company and CSK shall endeavor each of the Subsidiaries agree (i) to agree on use all reasonable efforts to properly retain and maintain such records until such time as the positions Sellers' Representative agrees that such retention and maintenance is no longer necessary (but in no event longer than the later of six years after the Closing Date or the end of any contest referred to in Section 8.5 below) and (ii) to allow Sellers and Sellers' agents and other representatives, at times and dates mutually acceptable to the parties, to inspect, review and make copies of such records as Sellers, their agents and other representatives may deem necessary or appropriate form time to time, such activities to be taken on such return. To conducted during normal business hours and at the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSKSellers' expense.

Preparation of Tax Returns. (a) CSK The Buyer shall have the right and obligation to timely prepare and file, and cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), any Tax Return that is required to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods ending on or before the Closing Date. CSK shall provide the Company with copies of any such Tax Returns (to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event that the Company reasonably determines that any such Tax Return should be modified, the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and fileprepare, or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing)prepared, all Tax Returns that are required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns required to be filed by the Company hereunder (after taking into account all appropriate extensions) after the Effective Time with respect to a Pre-Closing Tax Period, including all Straddle Periods (as defined below). Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by applicable federal, state, local and foreign laws, statutes, codes, rules, regulations, ordinances, judgments, orders, decrees and the like of any Governmental Entity, including common law) and without a change of any election or any accounting method and shall be submitted by the Buyer to the Seller (together with schedules, statements and, to the extent requested by the Seller, supporting documentation) at least 30 thirty (30) days prior to the due date (as extendedincluding extensions) for filing such Tax Returns. In the event CSK reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To If the extent Seller objects to any item on any such Tax Return, the Seller shall, within ten (10) days after delivery of such Tax Return, notify the Buyer in writing that the Company disagrees Seller so objects, specifying with particularity any such modificationsitem and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, the Company Buyer and CSK the Seller shall endeavor negotiate in good faith and use their reasonable best efforts to agree on resolve such items. If the positions to be taken on such return. To Buyer and the extent that they Seller are unable to do so, a CPA Firm reach such agreement within ten (other than 10) days after receipt by the regular auditor Buyer of CSKsuch notice, the Company or G-P) disputed items shall be retained resolved by the Independent Accounting Firm and any determination by the Independent Accounting Firm shall be final. The Independent Accounting Firm shall resolve any disputed items within twenty (20) days of having the item referred to determine it pursuant to such procedures as it may require. If the position Independent Accounting Firm is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be takenfiled as prepared by the Buyer and then amended to reflect the Independent Accounting Firm’s resolution. The costs, with the fees and expenses of such accounting firm to the Independent Accounting Firm shall be borne equally by CSK each of the Buyer and the CompanySeller. Any Straddle Period The preparation and filing of any Tax Return which of the Company is required to prepare under the terms hereof that does not relate to, or have any adverse effect on, a Pre-Closing Tax Period shall be prepared in accordance with past Tax accounting practices used with respect to exclusively within the Tax Returns in question (unless such past practices are no longer permissible under control of the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSKBuyer.

Preparation of Tax Returns. (a) CSK The Manager shall have arrange for the right preparation and obligation to timely prepare and file, and cause to be timely prepared and filed, when due (taking into account any valid extension filing of the time for filing), any Tax Return that is required to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods ending on or before the Closing Date. CSK shall provide the Company with copies of any such Tax Returns (to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event that the Company reasonably determines that any such Tax Return should be modified, the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), all Tax Returns that are required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns tax returns required to be filed by the Company. Each Fiscal Year, on or about each date that is fifteen (15) Business Days prior to each due date for the U.S. federal income tax return of an individual calendar year taxpayer (taking into account any due date that results from the IRS’ postponement of any filing deadline, but without regard to any due date that results from the IRS’ granting of a filing extension at the request of the individual taxpayer) (or, if earlier, the due date for the U.S. federal income tax return of the Corporation, as determined by taking into account any due date that results from the IRS’ postponement of any filing deadline, but without regard to any due date that results from the IRS’ granting of a filing extension at the request of the Corporation), the Company hereunder shall provide to each Person who was a Member at least 30 any time during such Fiscal Year an estimate of such Member’s state tax apportionment and allocations of taxable income, gains, losses, deductions and credits of the Company for such Fiscal Year. No later than, forty-five (45) days prior to the due date (as extended) ultimate tax return filing deadline for filing the prior Fiscal Year, taking into any IRS postponements and extensions granted, July 31st of each Fiscal Year, the Company shall provide to each Person who was a Member at any time during such Tax ReturnsFiscal Year such Person’s final state tax apportionment information and allocations of taxable income, gains, losses, deductions and credits for such Fiscal Year and a completed IRS Schedule K-1. In the event CSK reasonably determines that any Straddle Period Tax Return should be modified, CSK Each Member shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of upon receipt of such Tax Return. To the extent that any notice of tax examination of the Company disagrees with such modificationsby federal, state or local authorities. Subject to the terms and conditions of this Agreement, in its capacity as Tax Matters Partner, the Company and CSK Corporation shall endeavor have the authority to agree on prepare the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor tax returns of CSK, the Company or G-P) shall be retained to determine using such permissible methods and elections as it determines in its reasonable discretion, including without limitation the position to be taken, with use of any permissible method under Section 706 of the fees and expenses Code for purposes of such accounting firm to be borne equally by CSK and determining the Company. Any Straddle Period Tax Return which the varying Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSKInterests of its Members.”

Preparation of Tax Returns. (a) CSK shall have Seller will be responsible for the right preparation and obligation to timely prepare and filefiling of all Tax Returns for the Companies for all Pre-Closing Periods, and cause to will pay all third-party costs and expenses incurred in preparing and filing such Tax Returns. Acquiror will be timely prepared responsible for the preparation and filed, when due (taking into account filing of all Tax Returns for the Companies for all Post-Closing Periods and any valid extension Tax period that includes a Straddle Period. All Tax Returns of the time Companies for filing)any Pre-Closing Period and any Straddle Period shall be prepared in a manner consistent with the applicable entity's past practices as in effect prior to the Closing Date; provided, however, that such past practices are in accordance with the Code and the regulations thereunder. Acquiror shall submit any Tax Return that is required includes a Straddle Period to include Seller for review and consent, which consent shall not be unreasonably withheld. Each of Acquiror and Seller agrees to reasonably cooperate in making available information necessary to the operationspreparation and filing of such Tax Returns and each agrees to make available, ownershipat its expense, assets records and employees of the Companies, Seller and Acquiror necessary for the preparation or activities such Tax Returns. Acquiror and its accountants will be provided for their review, a draft of WISCO, each material Tax Return with respect to the WISCO Contributed Assets, any period (or of any WISCO Contributed Subsidiary for Tax Periods portion thereof) ending on or before the Closing Date. CSK shall provide the Company with copies of any such Tax Returns (to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) Date at least 30 20 days prior to the due date (as extended) for filing such Tax Returns. In the event that the Company reasonably determines that any such Tax Return should be modified, the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of Seller intends to file such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be previously taken on such return. To Tax Returns of the extent that they are unable to do so, a CPA Firm (other than Companies require further explication or substantiation in order for the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required Acquiror to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used Returns with respect to Post-Closing Periods, the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company Seller shall have the right and obligation to timely prepare and file, provide or cause to be timely prepared provided such information and filed, when due (taking into account any valid extension of the time for filing), all Tax Returns that are required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely background with respect to such matters as the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns required Acquiror may from time to be filed by the Company hereunder at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event CSK time reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To the extent that the Company disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSKrequest.

Preparation of Tax Returns. (a) CSK shall have the right and obligation to timely prepare and file, and cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), any Tax Return that is required to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods ending on or before the Closing Date. CSK Buyer shall provide the Company Seller with copies of any Tax Returns to be filed pursuant to this Section 5.7, along with all schedules, statements, workpapers and supporting documentation (the “Supporting Documentation”), prior to the filing of any such Tax Returns (to the extent that they relate to the WISCO Contributed Assets or the Business Return and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 sixty (60) days prior to the due date thereof (as extended) for filing such Tax Returnsgiving effect to any extensions thereto). In Seller shall have the event that the Company reasonably determines that right to review any such Tax Return should be modified, and Supporting Documentation prior to the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt filing of such Tax Return. To If Seller disputes any item(s) shown on any such Tax Return, Buyer and Seller shall negotiate in good faith and use commercially reasonable efforts to resolve any issues arising as a result of the extent that CSK disagrees with review of such modifications, Tax Return and to mutually consent to the Company and CSK shall endeavor to agree on the positions to be taken on filing as promptly as possible of such returnTax Return. To the extent that they If such Parties are unable to do soresolve any dispute within thirty (30) days after the receipt by Seller of the Tax Return proposed to be filed, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) such dispute shall be retained resolved by the Independent Accountant, which shall resolve any issue in dispute as promptly as practicable. If the Independent Accountant is unable to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have make a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used determination with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), all Tax Returns that are required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns required to be filed by the Company hereunder at least 30 days disputed issue prior to the due date (as extendedincluding any extensions) for the filing of the Tax Return in question, (i) Buyer shall file, or shall cause to be filed, such Tax Returns. In Return without such determination having been made and (ii) Seller shall pay to Buyer an amount equal to the event CSK reasonably determines that any Straddle Period amount of Taxes not in dispute with respect to such Tax Return should in accordance with Section 5.7(a) or 5.7(b), as the case may be. Upon the Independent Accountant’s delivery of its determination to Buyer and Seller, appropriate adjustments shall be modifiedmade to the amount paid in accordance with Section 5.7(a) or 5.7(b), CSK as the case may be, in order to reflect the Independent Accountant’s determination. If such determination reflects an overpayment by Seller pursuant to Section 5.7(a) or 5.7(b), Buyer shall notify promptly pay, or shall cause the applicable Acquired Company of CSK's proposed modifications no later than fifteen days from to promptly pay to Seller such overpayment amount. The determination by the date of receipt of such Tax Return. To the extent that the Company disagrees with such modificationsIndependent Accountant shall be final, the Company conclusive and CSK shall endeavor to agree binding on the positions to be taken on such returnParties. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the The fees and expenses of such accounting firm to the Independent Accountant shall be borne shared equally by CSK Buyer and Seller. Each such Party shall indemnify the Company. Any Straddle Period Tax Return which the Company is required other for any interest or penalties imposed by any taxing authority resulting from a Party’s failure to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the deliver Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), a timely manner as provided in accordance with reasonable Tax accounting practices selected by the Company and CSKthis Section.

Preparation of Tax Returns. (ai) CSK Buyer shall have the right and obligation to timely prepare and file, and (or cause to be prepared), and timely prepared file (or cause to be filed) all Tax Returns of the Company and filedits Subsidiaries with respect to all Pre-Closing Taxable Periods that are required to be filed with any Governmental Entity after the Closing Date. Buyer shall prepare and file such Tax Returns in a manner consistent with past practice and this Agreement (including, when for the avoidance of doubt, by claiming all Transaction Tax Deductions on such Tax Returns in accordance with Section 6.02(e)(i)), except as otherwise required by applicable Law. At least forty-five (45) days before the due date (taking into account all extensions granted), Buyer shall deliver or cause to be delivered to the Representative all such Income Tax Returns for the Representative's review prior to filing. Within twenty (20) days after receiving a copy of each such Tax Return, the Representative shall notify Buyer whether or not it has any objections to such Tax Return or the contents thereof. If the Representative (or any of the Sellers) objects to a proposed Tax Return and/or the contents thereof, the Representative shall provide a notice of such objection together with a statement describing in reasonable detail the basis for such objection within twenty (20) days after receiving such Tax Return. Buyer will make such changes to such Tax Return as the Representative (or the Sellers) and Buyer mutually and reasonably determine necessary or appropriate. If the Representative and Xxxxx cannot resolve any dispute regarding the proposed Tax Return and/or the contents thereof, the Accounting Firm shall resolve such dispute within a reasonable time, taking into account the deadline for filing such Tax Return (taking into account any valid extension to file). Such resolution shall be final and binding on each of the time for filing)Parties, any and Buyer shall pay one-half and the Representative shall pay one-half of the cost of the Accounting Firm. Buyer shall promptly provide to the Representative a true and complete copy of the filed Income Tax Return that is required to include the operations, ownership, assets or activities of WISCO, with respect and pay to the WISCO Contributed Assets, or appropriate Governmental Entity all Income Taxes of any WISCO Contributed Subsidiary for Tax Periods ending on or before the Closing Date. CSK shall provide the Company with copies of any such Tax Returns (to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event that the Company reasonably determines that any such Tax Return should be modified, the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or any of its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), all Tax Returns that are required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary Subsidiaries for any Tax Period ending after the Pre-Closing Date (includingPeriods, solely with respect subject to the WISCO Contributed Subsidiaries, Straddle Period Tax Returnsreimbursement as provided in Section 6.02(c). The Company shall provide CSK with copies of any Straddle Period Tax Returns required to be filed by the Company hereunder at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event CSK reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To the extent that the Company disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSK.

Preparation of Tax Returns. (a) CSK The Buyer shall prepare or cause to be prepared, and file or cause to be filed, at the sole expense of the Buyer all Tax Returns for each Group Company for all periods ending on or prior to the Closing Date that are filed after the Closing Date. All such Tax Returns shall be prepared in a manner consistent with past practice (except to the extent there is no reasonable basis therefor, or a change in Law or fact). The Buyer will deliver to the Sellers’ Representative a copy of each such Tax Return at least fourteen (14) days prior to filing. The Sellers’ Representative shall have ten (10) days after receipt of any such Tax Return to provide the Buyer with comments on the Tax Return and the Buyer shall consider all comments made by the Sellers’ Representative with respect thereto in good faith. If, after the Buyer’s receipt of the Sellers’ Representative’s comments, there is a dispute between the Sellers’ Representative and the Buyer with respect to any such Tax Return, the dispute shall be resolved according to the procedures described in Section 7.7. As soon as practicable following the preparation of such Tax Return, the Sellers’ Representative and the Buyer shall deliver joint written instructions to the Escrow Agent to pay and deliver to the Buyer out of the Escrow Funds all Taxes as finally determined in accordance with Section 7.7 (except to the extent that such Taxes were included in the Closing Date Working Capital calculation), if any, imposed on any Group Company with respect to such Tax Return and the Buyer shall remit to the appropriate Governmental Authority the amount of the Taxes so disbursed to the Buyer at the time the Buyer files (or causes to be filed) such Tax Return with the appropriate Governmental Authority. If a dispute with respect to a Tax Return described in this Section 7.1 has not been resolved prior to the due date of such Tax Return, the Buyer shall have the right and obligation to timely prepare and file, and file (or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), any ) such Tax Return that is required and shall file (or cause to include be filed) an amended Tax Return, if needed, after the operationsdispute has been resolved, ownership, assets or activities of WISCO, and the preceding sentence shall apply with respect to both the WISCO Contributed Assets, original Tax Return as filed by the Buyer and the amended Tax Return (if any). All refunds or of any WISCO Contributed Subsidiary for other benefits received by the Group Companies with respect to all Tax Periods periods ending on or before the Closing Date. CSK shall provide the Company with copies of any such Tax Returns Date (to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event that the Company reasonably determines that any such Tax Return should be modified, the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company“Refunds”) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (remitted to the extent such Tax Return relates Sellers’ Representative, for the benefit of Sellers; provided, however, that Sellers shall not be entitled to the WISCO Contributed Assets portion of any Refunds resulting from a carry back of a net operating loss, Tax credit or the Business and reasonably may have a material effect on the Company similar item sustained or its Affiliates' Tax liability) be prepared arising in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices period (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), all Tax Returns that are required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period portion thereof) ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns required to be filed by the Company hereunder at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event CSK reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To the extent that the Company disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses any of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSKits Subsidiaries.

Preparation of Tax Returns. (a) CSK The Sellers' Representative shall have the right and obligation to timely prepare and file, and file or otherwise furnish to the appropriate party (or cause to be timely prepared and filed, when due (taking into account any valid extension filed or so furnished) in a timely manner the United States federal income tax return of the time Company for filing), any Tax Return that is required to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods ending on or before the Closing Date. CSK shall provide the Company with copies of any such Tax Returns (to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 days prior to the due date (as extended) for filing such Tax ReturnsS short year. In the event that the Company reasonably determines that any such Tax Return should be modifiedaddition, the Company Sellers' Representative shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), and all Tax Returns that are required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period other Tax Returns required to be filed by the Company hereunder at least 30 days (after giving effect to any valid extensions of the due date for filing any such Tax Returns) on or prior to the Closing Date. All such Tax Returns shall be prepared in a manner consistent with the prior Tax Returns of the Company, unless otherwise required under applicable law. The Sellers shall timely pay (or cause to be timely paid) all Taxes shown as due date (as extended) for filing and owing on all such Tax Returns. In The Buyer shall prepare and file, or cause to be prepared and filed any and all other Tax Returns required to be filed by the event CSK reasonably determines that any Straddle Period Tax Return should Company. Subject to its right to indemnification under this Section 6.4, the Buyer shall pay (or cause to be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of paid) all Taxes shown as due and owing on all such Tax ReturnReturns. To the extent that the Company disagrees with such modificationsThe Sellers, the Company and CSK Buyer shall endeavor reasonably cooperate, and shall cause their respective affiliates, officers, employees, agents, auditors and other representatives reasonably to agree on the positions cooperate, in preparing and filing all Tax Returns, including maintaining and making available to be taken on such return. To the extent that they are unable to do so, a CPA Firm (each other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, all records necessary in connection with the fees Taxes and expenses of such accounting firm to be borne equally by CSK in resolving all disputes and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used audits with respect to all taxable periods relating to Taxes. The Buyer and the Sellers recognize that the Sellers and Sellers' agents and other representatives will need access, from time to time, after the Closing Date, to certain accounting and Tax Returns in question (unless such past practices are no longer permissible under records and information held by the Applicable Tax Law), and Company to the extent any item such records and information pertain to events occurring prior to the Closing Date; therefore, each of the Buyer and the Company agrees (i) to use all reasonable efforts to properly retain and maintain such records until such time as the Sellers' Representative agrees that such retention and maintenance is not covered by such past practices (or such past practices are no longer permissible under necessary (but in no event longer than six years after the Applicable Tax Law)Closing Date) and (ii) to allow the Sellers and Sellers' agents and other representatives, in accordance with reasonable Tax accounting practices selected by at times and dates mutually acceptable to the Company parties, to inspect, review and CSKmake copies of such records as the Sellers, their agents and other representatives may deem necessary or appropriate from time to time, such activities to be conducted during normal business hours and at the Sellers' expense.

Preparation of Tax Returns. (a) CSK Buyer shall have the right and obligation to timely prepare and file, and timely file or cause to be timely prepared and filedtimely filed (i) all Tax Returns required to be filed by the Xxxxxxx’x Companies for any Pre-Closing Tax Period (“Pre-Closing Tax Returns”), when due and (taking into account any valid extension ii) all Tax Returns of the time Xxxxxxx’x Companies for filingany Straddle Periods (“Straddle Period Tax Returns”). All such Pre-Closing Tax Returns and Straddle Period Tax Returns shall be prepared and filed in a manner consistent with past practice, unless otherwise required by Law. Buyer shall provide to Sellers’ Representative drafts of all such Pre-Closing Tax Returns and Straddle Period Tax Returns required to be prepared and filed by any Xxxxxxx’x Company together with a statement setting forth the amount of Taxes shown on such Pre-Closing Tax Returns and Straddle Period Tax Returns allocable to Sellers (including appropriate supporting information and schedules), any Tax Return that is required to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods ending on or before the Closing Date. CSK shall provide the Company with copies of any such Tax Returns (to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 days prior to the due date (as extended) for the filing such Tax Returns. In the event that the Company reasonably determines that any such Tax Return should be modified, the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax ReturnReturns (including extensions). To Within 15 days after the extent that CSK disagrees with such modifications, receipt of the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses draft of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Pre-Closing Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), all Tax Returns that are required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company , Sellers’ Representative shall provide CSK with copies notify Buyer of the existence of any objection (specifying in reasonable detail the nature and basis of such objection) the Sellers may have to any items set forth on such draft Pre-Closing Tax Returns and Straddle Period Tax Returns required (a “Dispute Notice”). Buyer and Sellers’ Representative agree to consult and resolve in good faith any such objection. However, if Buyer and Sellers’ Representative cannot resolve any such objection, the objection shall be filed by referred to an Independent Arbitrator for prompt resolution. Buyer and Sellers’ Representative shall share equally all costs of hiring the Company hereunder at least 30 days prior to the due date (as extended) for filing such Independent Arbitrator. Buyer shall not file any Pre-Closing Tax Returns. In the event CSK reasonably determines that any Returns or Straddle Period Tax Return should Returns subject to this Section 8.03(c) without the prior written consent of Sellers’ Representative, which consent shall not be modifiedunreasonably withheld, CSK shall notify the Company of CSK's proposed modifications conditioned or delayed; provided, however, that no later than fifteen days from the date of receipt of such Tax Return. To the extent that the Company disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) consent shall be retained to determine required if the position to be taken, with Sellers’ Representative shall not have timely delivered a Dispute Notice or the fees and expenses of objections contained in such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof Dispute Notice shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSKhave been finally resolved.

Preparation of Tax Returns. For the taxable year -------------------------- ending on the Closing Date (a) CSK shall have the right and obligation to timely prepare and file, and cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), any Tax Return that is required to include the operations, ownership, assets or activities of WISCOor, with respect to any state or local Tax for which the WISCO Contributed Assetstaxable year of the Company does not end on the Closing Date, the taxable year that includes the Closing Date), the Company shall claim compensation deductions that include the Xxxxxx/St. Andre Payments and the Bonus Payments, except to the extent expressly not allowed by applicable law. To the extent that such deductions result in a net operating loss for such taxable year, such net operating loss shall be carried back to prior taxable years of the Company to the extent allowable under applicable law. Such Tax Returns shall be prepared on a basis consistent with prior tax years unless a different treatment is required by an intervening change in law, or in facts. The parties agree that if the Company is permitted, but not required, under applicable state or local income or franchise tax laws to treat the Closing Date as the last day of any WISCO Contributed Subsidiary a Tax period, they will treat the Tax period as ending on the Closing Date. NTI-CA shall prepare all such Tax Returns to be filed on a combined, consolidated or unitary basis with NTI-CA with respect to the Company for Tax Periods periods ending on or before the Closing Date only. Sellers shall prepare all other Tax Returns of the Company relating to any taxable years ending on or prior to the Closing Date. CSK Such Tax Returns prepared by Sellers shall provide be subject to the Company with copies reasonable review of any Purchaser, and after such Tax Returns (to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on been finalized shall be filed by the Company's or its Affiliates' liability for Taxes) at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event that the Company reasonably determines that any such Tax Return should be modified, Purchaser and the Company shall notify CSK of reasonably cooperate with the Company's proposed modifications no later than 15 days from the date of receipt of such Tax ReturnSellers, and at Sellers' expense, in pursuing any claims for refund. To the extent that CSK disagrees Sellers shall pay or cause to be paid when due and payable all Taxes with such modifications, respect to the Company and CSK shall endeavor to agree for any taxable period ending on or before the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (Closing Date to the extent such Tax Return relates to Taxes exceed the WISCO Contributed Assets amount of Reserved Taxes. Purchaser shall prepare and timely file or the Business and reasonably may have a material effect on cause the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), file all Tax Returns for which Sellers are not responsible. Purchaser and the Company agree to notify Sellers in writing prior to filing any return that are required reports any material item in a manner that is materially inconsistent with prior years and to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely consider all comments made by Sellers with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns required to be filed by the Company hereunder at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event CSK reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To the extent that the Company disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared thereto in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSKgood faith.

Preparation of Tax Returns. (a) CSK Purchaser shall have the right and obligation to timely prepare and file, and cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), any Tax Return that is required to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods ending on or before the Closing Date. CSK shall provide the Company with copies of any such Tax Returns (to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event that the Company reasonably determines that any such Tax Return should be modified, the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due (taking into account any valid extension of the time for filing), all Tax Returns that are required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary APN Entity or XX Xxxxxxx for any Tax Period ending after period that (i) ends on or before the Closing Date (including, solely with respect to but for which the WISCO Contributed Subsidiaries, Straddle Period relevant Tax Return is not due until after the Closing Date) or (ii) includes the Closing Date (the “Seller Tax Returns”). The Company Each Seller Tax Return shall provide CSK be prepared in accordance with copies the past practice of any Straddle Period the APN Entities and XX Xxxxxxx, unless otherwise required by Law, and shall report the Transaction Tax Returns required to be filed Deductions as deductions thereon if permitted by the Company hereunder at least 30 applicable Law. No later than thirty (30) days prior to the due date (as extendedsubject to any extension thereof) for filing such Tax Returns. In the event CSK reasonably determines that of any Straddle Period Seller Tax Return should be modified(or such shorter time as is commercially reasonable), CSK Purchaser shall notify provide to the Company Sellers’ Representative a draft of CSK's proposed modifications such Seller Tax Return for the Sellers’ Representative’s review and comment. Purchaser shall make any changes reasonably requested by the Sellers’ Representative in writing no later than fifteen (15) days from after receiving such draft Seller Tax Return (or such shorter time as is commercially reasonable) provided that such changes are not inconsistent with the date past practice of receipt the APN Entities or XX Xxxxxxx, as applicable. No Seller Tax Return shall be filed without the consent of the Sellers’ Representative (not to be unreasonably withheld, conditioned, or delayed). For purposes of reporting the Tax consequences of the Pre-Closing Reorganization (including calculating the amount of any gain recognized by XX Xxxxxxx pursuant to Section 311(b) of the Code in connection with the distribution by XX Xxxxxxx to XX Xxxxxxx Seller of a direct or indirect interest in the Reorganized Entities owned by the Company), (i) the Company shall (at the direction of the Sellers’ Representative) engage and instruct Duff & Xxxxxx (or another nationally recognized valuation firm) to prepare a valuation of the interest in the Reorganized Entities owned by the Company, (ii) the Company shall provide a copy of the valuation report to Purchaser and (iii) unless the conclusion of such Tax Return. To valuation report is demonstrably incorrect (or is based on material facts that are demonstrably incorrect) and Purchaser provides written notice thereof in specific detail to the extent that the Company disagrees with Sellers’ Representative no later than ten (10) days after receiving such modificationsvaluation report, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Seller Tax Return which the Company is required to prepare under the terms hereof Returns shall be prepared and filed in accordance with past Tax accounting practices used with respect to a manner that reflects the Tax Returns value for such interests specified in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSKvaluation report.

Preparation of Tax Returns. (a) CSK The Major Shareholder shall have the right and obligation to timely prepare and file, and cause to be timely prepared and filed, when due filed or otherwise furnish to the appropriate party (taking into account any valid extension of the time for filing)or cause to be prepared and filed or so furnished) in a timely manner, any and all Tax Return that is Returns for, including or required to include be filed by the operations, ownership, assets Corporation and the Subsidiaries for any taxable year or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods period ending on or before the Closing Date, or the due date of which (including extensions) is on or prior to the Closing Date. CSK shall provide the Company with copies of any All such Tax Returns (to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event that the Company reasonably determines that any such Tax Return should be modified, the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance a manner consistent with past Tax accounting practices used with respect to the prior Tax Returns in question (of the Corporation and the Subsidiaries, unless such past practices are no longer permissible otherwise required under the Applicable Tax Lawapplicable law. Subject to their right to indemnification under Section 7.9(a), the Corporation and to -------------- the extent any item is not covered by such past practices Subsidiaries shall timely pay (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely paid) all Taxes shown as due and owing on all such Tax Returns. Investor, the Corporation and the Subsidiaries and the Major Shareholder shall cause to be prepared and filed, when due (taking into account any valid extension of the time for filing), and all other Tax Returns that are required to include the operationsfor, ownership, assets including or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns required to be filed by the Company hereunder at least 30 days prior to Corporation and the Subsidiaries for any taxable year or period ending after the Closing Date or the due date of which (including extensions) is after the Closing Date. Subject to its right to indemnification under this Section 7.9, the Corporation and the ----------- Subsidiaries shall pay (or cause to be paid) all Taxes shown as extended) for filing due and owing on all such Tax Returns. In the event CSK reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To the extent that the Company disagrees with such modificationsInvestor, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK Corporation and the Company. Any Straddle Period Subsidiaries and the Major Shareholder shall reasonably cooperate, and shall cause their respective affiliates, officers, employees, agents, auditors and other representatives to reasonably cooperate, in preparing and filing all Tax Return which the Company is required Returns, including maintaining and making available to prepare under the terms hereof shall be prepared each other all records necessary in accordance connection with past Tax accounting practices used Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Taxes. Investor and the Major Shareholder recognize that the Major Shareholder and the Major Shareholder's agents and other representatives will need access, from time to time, after the Closing Date, to certain accounting and Tax Returns in question (unless such past practices are no longer permissible under records and information held by the Applicable Tax Law), Corporation and the Subsidiaries to the extent any item such records and information pertain to events occurring prior to the Closing Date, therefore, each of Investor and the Corporation and the Subsidiaries agrees (i) to use its best efforts to properly retain and maintain such records until such time as the Major Shareholder agrees that such retention and maintenance is not covered by such past practices (or such past practices are no longer permissible under necessary (but in no event longer than six years after the Applicable Tax Law)Closing Date) and (ii) to allow the Major Shareholder and the Major Shareholder's agents and other representatives, in accordance with reasonable Tax accounting practices selected by at times and dates mutually acceptable to the Company parties, to inspect, review and CSKmake copies of such records as the Major Shareholder, its agents and other representatives may deem necessary or appropriate from time to time, such activities to be conducted during normal business hours and at the Major Shareholder's expense.

Preparation of Tax Returns. (ai) CSK Sellers shall have prepare or cause to be prepared all Tax Returns for the right Companies for all taxable periods ending on or prior to the Closing Date (each, a “Seller Return”) and obligation to shall timely prepare and file, and file or cause to be timely prepared and filed, when due (taking into account filed any valid extension of the time for filing), any Tax such Seller Return that is required to include the operations, ownership, assets or activities of WISCO, with respect to the WISCO Contributed Assets, or of any WISCO Contributed Subsidiary for Tax Periods ending be filed on or before the Closing Date. CSK shall provide the Company with copies of any such Tax Returns (to the extent that they relate to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 days prior to the due date Closing Date (as extendedtaking into account applicable extensions); provided that, after the Closing, if Purchaser or its Affiliates (including the Companies and their Subsidiaries) for is required to file such Seller Return, subject to the provisions of this Section 5.23(b)(i), Purchaser shall cooperate in the timely filing such Tax Returns. In the event that the Company reasonably determines that any such Tax Return should be modified, the Company shall notify CSK of the Company's proposed modifications no later than 15 days from the date of receipt of such Tax Return. To Each Seller Return shall be prepared on a basis consistent with the past practice of the Companies or the Subsidiaries, except to the extent otherwise required by applicable Law. With respect to any Seller Return required to be filed after the Closing Date by Purchaser or any of its Affiliates or that otherwise solely includes the Companies or their Subsidiaries, not later than twenty (20) Business Days prior to the due date, or ten (10) Business Days in the case of a non-income Tax Return, (in each case taking into account applicable extensions) for the filing of a Seller Return, Sellers shall provide Purchaser with a copy of such Seller Return (or a pro forma portion thereof, in the case of any Seller Return that includes a Person other than the Companies or the Subsidiaries) for Purchaser’s review and comment. If Purchaser disputes any item on such Seller Return (or pro forma portion), then Purchaser shall notify Sellers of such disputed item (or items) and the basis for the objection. Purchaser and Sellers shall act in good faith to resolve any such dispute prior to the date on which the relevant Seller Return is required to be filed. If Purchaser and Sellers cannot resolve any disputed item, then the item in question shall be resolved by an independent, internationally recognized accounting firm, mutually acceptable to both Purchaser and Sellers, the fees of which shall be shared based on the principles of Section 2.03(c)(iv). If such dispute process is not completed by the due date for the applicable Seller Return (taking into account applicable extensions), such Seller Return shall be filed with only such revisions as have been agreed to by Sellers; provided that, in the case of a Seller Return that is required to be filed by Purchaser, such Seller Return shall be filed with the revisions requested by Purchaser to the extent that CSK disagrees Purchaser reasonably determines, after consultation with such modificationsthe Sellers, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine there is no reasonable basis for the position advocated by the Sellers; provided, further, that following the resolution of any dispute, Sellers and Purchaser shall make any necessary amendments to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the CompanySeller Return. Any such Tax Return which CSK is required to prepare under the terms hereof Sellers shall (to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, pay or cause to be timely prepared and filed, when paid all Taxes shown as due (taking into account on any valid extension of the time for filing), all Tax Returns that are required to include the operations, ownership, assets or activities Related to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns required to be filed by the Company hereunder at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event CSK reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Seller Return. To the extent that the Company disagrees with such modifications, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSK.

Preparation of Tax Returns. (a) CSK Except as provided in the Tax Agreement, Parent shall have the right and obligation to timely prepare and file, file all Tax Returns with respect to Taxes for which Parent has agreed to indemnify CS in Section 8.1(a) (other than Taxes described in Section 8.1(a)(iii)) for any Tax period ending on or prior to the Closing Date and cause which are required to be timely prepared and filed, when due (taking into account any valid extension filed after the Closing Date on a basis consistent with prior tax years unless different treatment is required by applicable law. Without limitation to the obligations of the time for filingParent under Section 8.1(a), Parent shall pay any Taxes shown to be due on such Tax Return that is required Returns subject to include the operations, ownership, assets or activities obligations of WISCO, CS under Section 8.1(b). CS shall prepare and file all Tax Returns with respect to the WISCO Contributed AssetsBeverage Companies other than those which Parent is to prepare pursuant to the first sentence of this Section 8.4. Without limitation to the obligations of CS under Section 8.1(b), CS shall pay any Taxes shown to be due on such Tax Returns subject to the obligations of Parent under Section 8.1(a). The parties agree that if a Beverage Company is permitted, but not required, under applicable state, local or foreign income or franchise tax laws to treat the Closing Date as the last day of a Tax period, they will treat the Tax period as ending on the Closing Date. CS will deliver to Parent for its review and approval a complete copy of each Tax Return required to be filed by CS or a Beverage Company under this Section 8.4 for Tax periods that end on or prior to the Closing Date or that include the Closing Date redacted as appropriate to remove information about non-Beverage Companies, and any amendments to such Tax Return, accompanied by an allocation between the pre-Closing period and the post-Closing period of any WISCO Contributed Subsidiary Taxes shown to be due on such Tax Return at least 45 days prior to the date such Tax Return is to be filed with the appropriate Tax authority. Within 20 days after the date of receipt by Parent of such Tax Return and allocation Parent may deliver to CS a written request for changes to such Tax Periods ending Return or allocation. If CS and Parent have been unable to resolve their differences within 10 days after CS has received Parent's written request for changes to such Return and allocation, then any disputed issues shall be immediately submitted to an Independent Accounting Firm to resolve (within 10 days after receipt of such disputed issues) in a final binding manner after hearing the views of both parties. The fees and expenses of the Independent Accounting Firm shall be shared equally between Parent and CS. In the case of a Tax Return that includes a period that begins on or before the Closing Date and ends after the Closing Date. CSK shall provide the Company with copies of any such Tax Returns , not later than (to the extent that they relate to the WISCO Contributed Assets or the i) five Business and reasonably may have a material effect on the Company's or its Affiliates' liability for Taxes) at least 30 days prior to Days before the due date (as extendedincluding any extension thereof) for filing such Tax Returns. In the event that the Company reasonably determines that any Taxes with respect to such Tax Return should be modifiedor (ii) in the event of a dispute, five Business Days after the Company shall notify CSK resolution thereof either by mutual agreement of the Company's proposed modifications no later than 15 days from parties or by a determination of an Independent Accounting Firm, without prejudice to the date obligations of receipt the parties under Section 8.1, each party shall pay the portion of such Tax Return. To the extent that CSK disagrees with such modifications, the Company and CSK shall endeavor to agree Taxes set forth on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, G-P or the Company) shall be retained to determine the position to be taken, with the fees and expenses of such CPA Firm to be borne equally by WISCO and the Company. Any such Tax Return which CSK is required to prepare under the terms hereof shall (that are allocable to the extent such Tax Return relates to the WISCO Contributed Assets or the Business and reasonably may have a material effect on the Company or its Affiliates' Tax liability) be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by CSK. The Company shall have the right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due (taking into account any valid extension portion of the time period for filing)which such party bears responsibility, all Tax Returns that are required after giving effect to include any agreement of the operationsparties or any determination by the Independent Accounting Firm, ownership, assets or activities Related net of any payments made prior to the Business after the Closing Date or of any WISCO Contributed Subsidiary for any Tax Period ending after the Closing Date (including, solely with in respect to the WISCO Contributed Subsidiaries, Straddle Period Tax Returns). The Company shall provide CSK with copies of any Straddle Period Tax Returns required to be filed by the Company hereunder at least 30 days prior to the due date (as extended) for filing such Tax Returns. In the event CSK reasonably determines that any Straddle Period Tax Return should be modified, CSK shall notify the Company of CSK's proposed modifications no later than fifteen days from the date of receipt of such Tax Return. To the extent that the Company disagrees with such modificationsTaxes, the Company and CSK shall endeavor to agree on the positions to be taken on such return. To the extent that they are unable to do so, a CPA Firm (other than the regular auditor of CSK, the Company whether as estimated Taxes or G-P) shall be retained to determine the position to be taken, with the fees and expenses of such accounting firm to be borne equally by CSK and the Company. Any Straddle Period Tax Return which the Company is required to prepare under the terms hereof shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Tax Law), and to the extent any item is not covered by such past practices (or such past practices are no longer permissible under the Applicable Tax Law), in accordance with reasonable Tax accounting practices selected by the Company and CSKotherwise.