Common use of Returns and Payments Clause in Contracts

Returns and Payments. (a) Seller shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner all (i) consolidated, combined and unitary Tax Returns (each a “Consolidated Return”) and (ii) Tax Returns relating to the Company and the Subsidiaries that are attributable to periods ending on or before the Closing Date. Buyer shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner with respect to any non-Consolidated Return relating to the Company and the Subsidiaries attributable to periods ending after the Closing Date). Tax Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent that a Tax Return cannot be so prepared and filed without a reasonable possibility of being subject to penalties). With respect to any non-Consolidated Return required to be filed by Buyer or Seller with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.1(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and a statement of the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.1(b), together with appropriate supporting information and schedules at least fifteen (15) days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return.

Returns and Payments. (a) Seller After the Closing, the Seller, at its sole expense, shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all (i) consolidated, combined and unitary Tax Returns (each a “Consolidated Return”including Income Tax Returns) that are not Stand-Alone Returns for any Pre-Closing Period and (ii) any Straddle Period and all Income Tax Returns that are Stand-Alone Returns for any Pre-Closing Period, in each case relating to the Company and the Subsidiaries that are attributable to periods ending on or before the Closing Date. Buyer shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Authority (or cause required to be prepared and filed or so furnished) in a timely manner with respect to any non-Consolidated Return relating to the Company and the Subsidiaries attributable to periods ending after the Closing DateDate (taking into account applicable extensions). Except as otherwise required by applicable Law, such Tax Returns of the Company and the Subsidiaries not yet (or, in the case of any Tax Return filed for on a consolidated, combined, unitary or affiliated basis, with respect to the portion of any taxable period that begins before such return related to the Closing Date Company and the Subsidiaries) shall be prepared in a manner consistent with past practices employed with respect to the Seller, the Company and the Subsidiaries (except to the extent that a Tax Return cannot be so prepared and filed without a reasonable possibility of being subject to penalties)Subsidiaries. With respect to any nonIncome Tax Return that is a Stand-Consolidated Return required to be filed by Buyer or Seller with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.1(b)Alone Return, the filing party Seller shall provide the other party Purchaser and its authorized representatives with a copy of such completed Tax Return and a statement of the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.1(b)Stand-Alone Return, together with appropriate supporting information and schedules at least fifteen (15) days 20 Business Days prior to the due date (including any extension thereof) for the filing of such Tax Stand-Alone Return, and such other party the Purchaser and its authorized representatives shall have the right to review and comment on such Tax Stand-Alone Return and statement prior to the filing of such Tax Stand-Alone Return, provided that in the case of a Stand-Alone Return that is due within 30 Business Days after the Closing Date (including extensions thereof), the Seller shall provide a copy of such Stand-Alone Return (along with supporting information and schedules) and the Purchaser shall review and comment, as soon as practical before the filing due date. If the Seller and the Purchaser are unable to agree with respect to comments made by the Purchaser, the Seller and the Purchaser shall submit any such dispute to the Independent Accounting Firm which shall resolve any such dispute, and the decision of the Independent Accounting Firm shall be final, conclusive and binding. If the Independent Accounting Firm is unable to resolve the dispute at least three Business Days prior to the filing due date of the Stand-Alone Return at issue, such Stand-Alone Return shall be filed as prepared by the Seller, subject to subsequent amendment as may be necessary to reflect the decision of the Independent Accounting Firm and the obligations of the parties hereunder shall be appropriately adjusted. The fees and expenses of the Independent Accounting Firm shall be paid one-half by the Seller and one-half by the Purchaser.

Returns and Payments. (a) Seller shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner all (i) consolidated, combined and unitary Tax Returns (each a “"Consolidated Return”") that include Seller and (ii) Tax Returns relating to the Company and the Subsidiaries that are attributable to periods ending on or before the Closing Date. Date (and Buyer shall prepare and file or otherwise furnish in proper form to do the appropriate Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner same with respect to any non-Consolidated Return relating to for the Company and or the Subsidiaries attributable to periods ending after the Closing Date). Tax Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for Seller or the Company renders a legal opinion that it is less likely than not that such practices would be sustained by the courts if challenged or determines that a Tax Return cannot be so prepared and filed without a reasonable possibility of being subject to penalties). With respect to any non-Consolidated Return required to be filed by Buyer or Seller with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.1(b8.1(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and a statement of certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.1(b8.1(b), together with appropriate supporting information and schedules at least fifteen forty-five (1545) days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return.

Returns and Payments. (a) Seller shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Authority party (or cause to be prepared and filed or so furnished) in a timely manner and at Seller’s expense, all Tax returns, reports and forms (i) consolidated, combined and unitary Tax Returns (each a “Consolidated ReturnReturns”) and (ii) Tax Returns relating to Seller or the Company and the Subsidiaries that are attributable to periods for any taxable period ending on or before the Closing Date. Date and Seller or Buyer shall prepare and file or otherwise furnish in proper form to do the appropriate Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner with respect to same for any non-Consolidated Return relating to the Company and the Subsidiaries attributable to periods taxable period ending after the Closing Date). Tax Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for Seller or the Company determines, and given prior notice to Buyer, that there is no reasonable basis in law therefor or determines, and given prior notice to Buyer, that a Tax Return cannot be so prepared and filed without a reasonable possibility of being subject to penalties). With respect to any non-Consolidated Return required to be filed by Buyer or Seller with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.1(b)9.2 of this Agreement, the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and a statement of certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.1(b)9.2, together with appropriate supporting information and schedules at least fifteen twenty (1520) business days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. Seller shall timely pay or reimburse the Company for all Taxes with respect to the Company for any taxable period or any portion of any taxable period ending on or before the Closing Date, and Buyer shall so pay or cause to be paid Taxes for any taxable period or any portion thereof commencing after the Closing Date.

Returns and Payments. (a) Seller From the date of this Agreement through and after the Closing Date, the Sellers shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms (i"RETURNS") consolidated, combined and unitary Tax Returns (each a “Consolidated Return”) and (ii) Tax Returns relating to the Company Sellers, Century CP and the Subsidiaries Business that are attributable is due on or before or relates to periods any taxable period ending on or before the Closing Date. Buyer Date (and the Purchaser shall prepare do the same for Returns relating to Century CP and file or otherwise furnish in proper form to the appropriate Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner Business with respect to any non-Consolidated Return relating to the Company and the Subsidiaries attributable to periods taxable period ending after the Closing Date). Tax Returns of the Company Century CP and the Subsidiaries Business not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to Century CP, but only if the Company and preparation of such Returns in a manner inconsistent with past practices would have a Material Adverse Effect on the Subsidiaries non-preparing party (except (i) to the extent counsel for the Sellers renders a legal opinion stating that there is no reasonable basis in law therefor or that a Tax Return cannot be so prepared and filed without a reasonable possibility of being subject to penaltiespenalties or (ii) with the consent of the Purchaser, which shall not be unreasonably withheld). With respect to any non-Consolidated Return required to be filed by Buyer the Purchaser or Seller the Sellers with respect to the Company Century CP and the Subsidiaries Business and as to which an amount of Tax is allocable to the other party under Section 7.1(b7.01(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and a statement of certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.1(b7.01(b), together with appropriate supporting information and schedules at least fifteen (15) days 20 Business Days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Return. The Sellers and the Purchaser agree to consult and resolve in good faith any issue arising out of the review of any such Tax Return. In the event the parties are unable to resolve any dispute within thirty (30) days following the delivery of such Tax Return by the filing party to the non-filing party, the parties shall resolve their dispute by jointly requesting that a mutually acceptable accounting firm which is not the past or then current principal auditors of the Purchaser or the Sellers resolve any issue before the due date of such Tax Return, in order that such Tax Return may be timely filed. The scope of the accounting firm's review shall be limited to the disputed items. The Sellers and the Purchaser shall each pay one-half of the accounting firm's fees and expenses.

Returns and Payments. (a) Seller From the date of this Agreement through and after the Closing Date, Covance shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner (taking into account all (iapplicable extensions) consolidated, combined and unitary Tax Returns (each a “Consolidated Return”) and (ii) Tax all Returns relating to the Company and for any Pre-Closing Tax Period. The Purchaser shall do the Subsidiaries that are attributable to periods ending on or before the Closing Date. Buyer shall prepare and file or otherwise furnish in proper form same for Returns relating to the appropriate Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner Company with respect to any nonPost-Consolidated Return relating to Closing Tax Period and for any Straddle Periods. Returns of or including the Company and the Subsidiaries attributable to periods ending after the Closing Date). Tax Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed practice (including with respect to elections) with respect to the Company and the Subsidiaries (except to the extent that there is no reasonable basis in Law for a Tax Return cannot be so prepared and filed without a reasonable possibility of being subject to penaltiesposition taken in such Return). With respect to any non-Consolidated Return required to be filed by Buyer the Purchaser or Seller Covance with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other non-filing party under Section 7.1(b8.01(d), the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and a statement of certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.1(b8.01(d), together with appropriate supporting information and schedules at least fifteen thirty (1530) days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. Covance and the Purchaser agree to consult and resolve in good faith any dispute arising out of any such Return. In the event the parties are unable to resolve any dispute within twenty (20) days following the delivery of such Return to the other party, the parties shall resolve their dispute by jointly requesting that an Independent Accounting Firm that is not the past or then current principal auditors of the Purchaser or Covance or any of their respective Affiliates resolve any issue before the due date of such Return, in order that such Return may be timely filed. The scope of the Independent Accounting Firm's review shall be limited to the disputed items. Covance shall pay one-half, and the Purchaser shall pay one-half, of the Independent Accounting Firm's fees and expenses for this purpose. As to any other Return for or including the Company to be filed by Covance, Covance shall deliver to Purchaser such Return (or portions thereof which relate to the Company) and supporting information for the Purchaser's review and consent, which consent shall not to be withheld unless there is no reasonable basis for taking one or more positions in such Return, at least twenty (20) days prior to the due date (including any applicable extensions thereof) for the filing of such Return, provided, however, that in no event shall the Purchaser have any rights to inspect or review the books, records, Returns or any other proprietary documents (including work papers) of Covance that do not involve the Company.

Returns and Payments. (a) Seller Purchaser shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Authority Governmental Body (or cause to be prepared and filed or so furnished) in a timely manner all (i) consolidated, combined and unitary Tax Returns (each a “Consolidated Return”) and (ii) Tax Returns relating to of the Company and Companies after the Subsidiaries Closing Date that are attributable due on or before (including extensions thereof) or relate to periods any taxable period ending on or before the Closing Date, and which have not been filed on or before the Closing Date. Buyer The Purchaser shall prepare and file or otherwise furnish in proper form to do the appropriate Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner same for the Tax Returns of the Companies after the Closing Date with respect to any non-Consolidated Return relating to taxable period beginning before the Company Closing Date and the Subsidiaries attributable to periods ending after the Closing Date). Tax Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent that a Tax Return cannot be so prepared and filed without a reasonable possibility of being subject to penalties). With respect to any non-Consolidated Tax Return required to be filed by Buyer or Seller the Purchaser with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.1(b)Companies, the filing party Purchaser shall provide the other party Seller and its authorized representatives Representatives with a copy of such completed Tax Return and a statement of certifying the amount of Tax shown on such Tax Return that is allocable to such other party Seller pursuant to Section 7.1(b6.3(b), together with appropriate supporting information and schedules at least fifteen fifty (1550) days prior to the due date (including any extension thereofextensions) for the filing of such Tax Return, and the Seller shall pay to the Purchaser the amount of Tax shown on such other party Tax Return that is allocable to the Seller pursuant to Section 6.3(b) in immediately available funds in order that the Tax shown on such Tax Return will be timely paid. The Seller and its authorized representatives Representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and resolve in good faith any issue arising out of the review of any such Tax Return. In the event the parties are unable to resolve any dispute within twenty (20) days following the delivery of such Tax Return by the filing party to the non-filing party, the parties shall resolve their dispute by jointly requesting that a mutually acceptable accounting firm (the "Accounting Firm") which is not the past or then current principal auditor of the Purchaser or the Seller to resolve any issue at least five (5) days before the due date of such Tax Return, in order that such Tax Return may be timely filed and the Tax shown on such Tax Return to be timely paid. The scope of the Accounting Firm's review shall be limited to the disputed items. The fees and disbursements of the Independent Accounting Firm shall be allocated between Seller and Purchaser in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally -74- 80 determined by the Independent Accounting Firm) bears to the total amount of such disputed items so submitted. With respect to any Tax Return required to be filed by the Purchaser with respect to the Companies, the Purchaser shall provide the Seller and its Representatives with a statement certifying the amount of tax preparation fees paid by the Purchaser that is allocable to the Seller pursuant to Section 6.3(b), and the Seller shall pay to the Purchaser the amount of such tax preparation fees that is allocable to the Seller pursuant to Section 6.3(b) in immediately available funds within five (5) days of the receipt of such statement.

Returns and Payments. (a1) From the date of this Agreement through the Closing Date, the Seller shall cause the Company to prepare and file or otherwise furnish in proper form to the appropriate Taxing Authority party (or cause to be prepared and filed or so furnished) in a timely manner all (i) consolidated, combined and unitary Tax Returns (each a “Consolidated Return”) and (ii) Tax Returns relating with respect to the Company and the Subsidiaries that are attributable due (taking into account all available extensions) on or before the Closing Date and all Tax Returns with respect to periods ending the Company which are required to be filed on a combined, consolidated, unitary or similar group basis for any tax period of the Company that ends on or before the Closing Date, which returns shall be prepared in a manner consistent with past practice employed by the Company. Buyer The Purchaser shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Authority (or cause the Company to be prepare) all Tax Returns in respect of the Company that are not required to be, or caused to be, prepared and filed or so furnished) in a timely manner with respect by the Seller hereunder including all other Tax Returns required to any non-Consolidated Return relating to be filed by the Company and the Subsidiaries attributable to for taxable periods ending after on or before December 31, 1998, it being understood and agreed that the Closing Date)Purchaser shall not be responsible for the accuracy or completeness of any of the information contained therein. Tax Returns of prepared by the Company and the Subsidiaries not yet filed Purchaser for any Straddle Period or for any taxable period that begins before ends on or prior to the Closing Reference Date shall be prepared in a manner consistent with past practices employed with respect to by the Company and the Subsidiaries Seller (except to the extent that a Tax Return cannot be so prepared and filed without a counsel for the Purchaser determines there is no reasonable possibility of being subject to penaltiesbasis in law therefor). With respect to any non-Consolidated Tax Return required to be filed prepared by Buyer or Seller with respect to the Company and the Subsidiaries Purchaser hereunder and as to which an amount of Tax is allocable to the other party Seller under Section 7.1(b)7.01, the filing party Purchaser shall provide the other party Seller and its authorized representatives with a copy of such completed Tax Return (with which the Purchaser will make available supporting schedules and information), and a statement of and supporting schedules certifying the amount of Tax shown on such Tax Return that is allocable to such other party the Seller pursuant to Section 7.1(b7.01(b), together with appropriate supporting information and schedules at least fifteen (15) 20 days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party the Seller and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by the Seller or its authorized representatives; provided that such consultation does not delay the timely filing of the Tax Return. In the event of a dispute, the party that is responsible hereunder for the greater amount of Taxes, taking into account on a net present value basis all open taxable periods affected by the issue (including future periods in the case of recurring issues), shall have the right to make the final determination as to any such disputed issue.

Returns and Payments. (a) Seller Sellers shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Authority authority (or cause to be prepared and filed or so furnished) in a timely manner all (i) consolidated, combined and unitary Tax Returns (each a “Consolidated Return”) and (ii) Tax Returns returns relating to the Company and the Subsidiaries that are attributable to periods ending due on or before the Closing Date. Buyer shall prepare Date and file or otherwise furnish in proper form to the appropriate Taxing Authority (or cause to be prepared paid all Taxes shown as due thereon (and filed Buyer shall do the same, including making or so furnished) in a timely manner causing to be made payments shown as due, with respect to any non-Consolidated Return relating to Tax return for the Company and or the Subsidiaries attributable to periods ending due after the Closing Date). Tax Returns returns of the Company and the Subsidiaries not yet filed for any taxable Taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for Sellers or counsel for the Company renders a legal opinion that there is no reasonable basis in law therefor or determines that a Tax Return return cannot be so prepared and filed without a reasonable possibility of being subject to penalties). With respect to any non-Consolidated Return Tax return required to be filed by Buyer or Seller Sellers with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.1(b9.1(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return return and a statement of certifying the amount of Tax shown on such Tax Return return that is allocable to such other party pursuant to Section 7.1(b9.1(b) (the "Tax Allocation Statement"), together with appropriate supporting information and schedules at least fifteen 45 days (15or such other time period as is agreed by the parties, such agreement not to be unreasonably withheld) days prior to the due date (including any extension thereof) for the filing of such Tax Returnreturn, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return return and statement Tax Allocation Statement prior to the filing of such Tax Returnreturn. If after such review, the reviewing party disagrees with any item on such Tax return or Tax Allocation Statement and the parties cannot agree as to the appropriate treatment or calculation thereof, the issue in dispute shall be reviewed by an independent internationally recognized accounting firm (the "Tax Referee") agreed to by the parties. If the parties are unable to agree upon an independent internationally recognized accounting firm, Buyer and Sellers shall each have the right to request that the American Arbitration Association appoint such a firm (provided that such firm has not performed any services for any party with respect to the transaction contemplated by this Agreement and is not the customary Tax advisor to any party). Each party agrees to execute, if requested by the Tax Referee, a reasonable engagement letter. All fees and expenses relating to the work, if any, to be performed by the Tax Referee shall be borne pro rata by Sellers and Buyer in proportion to the allocation of the dollar amount of the items as to which there is a disagreement between Sellers and Buyer made by the Tax Referee such that the prevailing party pays a lesser proportion of the fees and expenses. The Tax Referee shall determine in accordance with the terms of this paragraph the appropriate treatment or calculation of any items as to which there is a disagreement. The findings of the Tax Referee shall be binding on all parties, and the Tax return shall be completed and filed in a manner consistent with such findings. For purposes of this Section 9.2, all Taxes for Taxable periods or portions thereof beginning after August 31, 2000 up and including the Closing Date shall be treated as being allocable to Buyer but shall be paid by the Company or its Subsidiaries. Any amounts allocated to the non-filing party on the Tax Allocation Statement that are required to be paid by the non-filing party shall be paid to the filing party in accordance with the provisions of Section 9.6 hereof.

Returns and Payments. (a) Seller From the date of this Agreement through and after the Closing Date, the Sellers shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Tax Authority (or cause to be prepared and filed or so furnished) in a timely manner all (i) consolidated, combined and unitary Tax Returns (each a “Consolidated Return”) and (ii) Tax Returns relating to the Company Partnership and the Subsidiaries that are attributable to periods ending due on or before the Closing Date. Buyer The Sellers shall pay or cause the Partnership to pay Taxes prior to the Closing Date in such amounts and at such times as are consistent with past practices employed with respect to the Partnership and the Subsidiaries. In the event that the Closing Date does not occur prior to the due date (including any extension thereof) for the filing of the Federal, state or local Partnership income tax returns for the Partnership's 1996 taxable year, the Sellers will provide the Purchaser and its authorized representative a copy of such completed returns at least 10 Business Days prior to the earlier of the due date (including any extension thereof) for the filing of such returns or the date of filing. The Purchaser shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Authority Tax authority (or cause to be prepared and filed or so furnished) in a timely manner with respect to any non-Consolidated Return all Returns relating to the Company Partnership and the Subsidiaries attributable to periods ending that are due after the Closing Date). Tax With respect to Returns filed by the Purchaser for any period ending on or before the Closing Date, the Purchaser shall pay the Taxes shown as due and owing on such Returns. Returns of the Company Partnership and the Subsidiaries prepared by the Sellers and not yet filed for any taxable period that begins ends on or before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company Partnership and the Subsidiaries (except to the extent counsel for the Sellers renders a legal opinion that there is no reasonable basis in law therefore or determines that a Tax Return cannot be so prepared and filed without a reasonable possibility of being subject to penalties). With respect to any non-Consolidated Return required to be filed by Buyer or Seller with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.1(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and a statement of the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.1(b), together with appropriate supporting information and schedules at least fifteen (15) days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return.

Returns and Payments. (a) Seller shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Authority taxing authority (or cause to be prepared and filed or so furnished) in a timely manner all (i) consolidated, combined and unitary Tax Returns (each a “Consolidated Return”) and (ii) Tax Returns relating to the Company and the Subsidiaries Parties (i) that are attributable to periods ending due on or before the Closing Date and (ii) that relate to any period through the Closing Date. Buyer shall prepare , and file or otherwise furnish in proper form to the appropriate Taxing Authority (pay or cause to be prepared paid all Taxes shown as due thereon (and filed the Buyer Parties shall do the same, including making or so furnished) in a timely manner causing to be made payments shown as due, with respect to any non-Consolidated Tax Return relating to for the Company and the Subsidiaries attributable to periods ending Parties due after the Closing Date). Tax Returns of the Company and the Subsidiaries Parties not yet filed for any taxable Taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries Parties (except to the extent counsel for Seller or counsel for the Company renders a legal opinion that there is no reasonable basis in law therefor or determines that a Tax Return return cannot be so prepared and filed without a reasonable possibility of being subject to penalties). With respect to any non-Consolidated Tax Return required to be filed by Buyer or Seller with respect to the Company and the Subsidiaries Parties and as to which an amount of Tax is allocable to the other party under Section 7.1(b12.1(c), the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and a statement of certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.1(b12.1(c) (the "Tax Allocation Statement"), together with appropriate supporting information and schedules at least fifteen 45 days (15or such other time period as is agreed by the parties, such agreement not to be unreasonably withheld) days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement Tax Allocation Statement prior to the filing of such Tax Return.. If after such review, the reviewing party disagrees with any item on such Tax Return or Tax Allocation Statement and the parties cannot agree as to the appropriate treatment or calculation thereof, the issue in dispute shall be reviewed by an independent nationally recognized accounting firm (the "Tax Referee") agreed to by the parties. If the parties are unable

Returns and Payments. (a) Seller From the date of this Agreement through and after the Closing Date, the Sellers shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all (i) consolidated, combined and unitary Tax Returns (each a “Consolidated Return”) and (ii) Tax Returns relating to the Company and the Subsidiaries that are attributable to periods ending due on or before the Closing Date. Buyer Date and the Purchaser shall prepare and file or otherwise furnish in proper form to do the appropriate Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner same with respect to any non-Consolidated Return relating to the Company and the Subsidiaries attributable to periods ending Tax Returns due after the Closing Date). Tax Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins are due on or before the Closing Date or that relate to periods ending before the Closing Date for Tax Returns that are due after the Closing Date, shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Sellers or the Purchaser, as the case may be, or the Company renders a legal opinion that there is no reasonable basis in law therefor or determines that a Tax Return cannot be so prepared and filed without a reasonable possibility of being subject to penalties). With respect to any non-Consolidated Tax Return required to be filed by Buyer the Purchaser or Seller the Sellers with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.1(b7.01(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and a statement of certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.1(b7.01(b), together with appropriate supporting information and schedules schedules, at least fifteen twenty (1520) days Business Days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return.

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, Seller shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Tax Authority (or cause to be prepared and filed or so furnished) in a timely manner: (i) all consolidated, unitary, combined or similar Tax Returns (each a “Consolidated Tax Return”) that include Seller, CLAC, FGWLA and the Seller Subsidiaries for any taxable period, (ii) all Tax Returns that include Seller, FGWLA or CLAC and (iii) all other Tax Returns that relate to or include the Seller Subsidiaries, the Business or the Transferred Assets for tax periods ending on or before the Closing Date. With respect to Tax Returns described in clause (i) or (ii) of this Section 12.02(a), such Tax Returns shall be prepared and filed in a manner consistent with past practice to the extent that doing so solely affects the Seller Subsidiaries, the Business or the Transferred Assets. With respect to Tax Returns described in clause (iii) of this Section 12.02(a), such Tax Returns shall be prepared and filed in a manner consistent with past practice. With respect to any Tax Return prepared by Seller pursuant to this Section 12.02(a) which includes the Seller Subsidiaries, Seller shall provide to Purchaser a copy of any such Tax Return that is filed by the Seller Subsidiaries (or in the event of a Consolidated Tax Return, a pro forma Tax Return for each includible Seller Subsidiary) no later than 30 days prior to the date such Tax Return is required to be filed. Purchaser shall have the right to comment with respect to any such Tax Return to the extent such comment relates to a matter which is reasonably likely to result in a material adverse affect for Purchaser or its Affiliates (determined as if Purchaser will file an Election for each Seller Subsidiary); provided, that such comments does not cause Seller or its Affiliates to take any positions that are either contrary with law. Purchaser shall prepare and file or otherwise furnish in proper form to the appropriate Tax Authority (or cause to be prepared and filed or so furnished) in a timely manner all (i) consolidated, combined and unitary other Tax Returns (each a “Consolidated Return”) and (ii) Tax Returns relating of or that include the Seller Subsidiaries. At least 15 days prior to the Company and the Subsidiaries that are attributable to periods ending on or before the Closing Date. Buyer , Seller shall prepare and provide written notice to Purchaser of any Tax Return that Purchaser is required to file or otherwise furnish in proper form to the appropriate Taxing Authority (or cause to be prepared and filed or so furnishedfiled) in a timely manner with respect to any non-Consolidated Return relating to the Company and the Subsidiaries attributable to periods ending after the Closing Date). Tax Returns within 45 days of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent that a Tax Return cannot be so prepared and filed without a reasonable possibility of being subject to penalties). With respect to any non-Consolidated Return required to be filed by Buyer or Seller with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.1(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and a statement of the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to this Section 7.1(b12.02(a), together with appropriate supporting information and schedules at least fifteen (15) days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return.

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, Seller shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Tax Authority (or cause to be prepared and filed or so furnished) in a timely manner: (i) all consolidated, unitary, combined or similar Tax Returns (each a “Consolidated Tax Return ”) that include Seller, CLAC, FGWLA and the Seller Subsidiaries for any taxable period, (ii) all Tax Returns that include Seller, FGWLA or CLAC and (iii) all other Tax Returns that relate to or include the Seller Subsidiaries, the Business or the Transferred Assets for tax periods ending on or before the Closing Date. With respect to Tax Returns described in clause (i) or (ii) of this Section 12.02(a), such Tax Returns shall be prepared and filed in a manner consistent with past practice to the extent that doing so solely affects the Seller Subsidiaries, the Business or the Transferred Assets. With respect to Tax Returns described in clause (iii) of this Section 12.02(a), such Tax Returns shall be prepared and filed in a manner consistent with past practice. With respect to any Tax Return prepared by Seller pursuant to this Section 12.02(a) which includes the Seller Subsidiaries, Seller shall provide to Purchaser a copy of any such Tax Return that is filed by the Seller Subsidiaries (or in the event of a Consolidated Tax Return, a pro forma Tax Return for each includible Seller Subsidiary) no later than 30 days prior to the date such Tax Return is required to be filed. Purchaser shall have the right to comment with respect to any such Tax Return to the extent such comment relates to a matter which is reasonably likely to result in a material adverse affect for Purchaser or its Affiliates (determined as if Purchaser will file an Election for each Seller Subsidiary); provided, that such comments does not cause Seller or its Affiliates to take any positions that are either contrary with law. Purchaser shall prepare and file or otherwise furnish in proper form to the appropriate Tax Authority (or cause to be prepared and filed or so furnished) in a timely manner all (i) consolidated, combined and unitary other Tax Returns (each a “Consolidated Return”) and (ii) Tax Returns relating of or that include the Seller Subsidiaries. At least 15 days prior to the Company and the Subsidiaries that are attributable to periods ending on or before the Closing Date. Buyer , Seller shall prepare and provide written notice to Purchaser of any Tax Return that Purchaser is required to file or otherwise furnish in proper form to the appropriate Taxing Authority (or cause to be prepared and filed or so furnishedfiled) in a timely manner with respect to any non-Consolidated Return relating to the Company and the Subsidiaries attributable to periods ending after the Closing Date). Tax Returns within 45 days of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent that a Tax Return cannot be so prepared and filed without a reasonable possibility of being subject to penalties). With respect to any non-Consolidated Return required to be filed by Buyer or Seller with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.1(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and a statement of the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to this Section 7.1(b12.02(a), together with appropriate supporting information and schedules at least fifteen (15) days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return.

Returns and Payments. (a) Seller From the date of this Agreement through and after the Closing Date, the Sellers shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Tax Authority (or cause to be prepared and filed or so furnished) in a timely manner all (i) consolidated, combined and unitary Tax Returns (each a “Consolidated Return”) and (ii) Tax Returns relating to the Company Partnership and the Subsidiaries that are attributable to periods ending due on or before the Closing Date. Buyer The Sellers shall pay or cause the Partnership to pay Taxes prior to the Closing Date in such amounts and at such times as are consistent with past practices employed with respect to the Partnership and the Subsidiaries. In the event that the Closing Date does not occur prior to the due date (including any extension thereof) for the filing of the Federal, state or local Partnership income tax returns for the Partnership's 1996 taxable year, the Sellers will provide the Purchaser and its authorized representative a copy of such completed returns at least 10 Business Days prior to the earlier of the due date (including any extension thereof) for the filing of such returns or the date of filing. The Purchaser shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Authority Tax authority (or cause to be prepared and filed or so furnished) in a timely manner with respect to any non-Consolidated Return all Returns relating to the Company Partnership and the Subsidiaries attributable to periods ending that are due after the Closing Date). Tax With respect to Returns filed by the Purchaser for any period ending on or before the Closing 47 42 Date, the Purchaser shall pay the Taxes shown as due and owing on such Returns. Returns of the Company Partnership and the Subsidiaries prepared by the Sellers and not yet filed for any taxable period that begins ends on or before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company Partnership and the Subsidiaries (except to the extent counsel for the Sellers renders a legal opinion that there is no reasonable basis in law therefore or determines that a Tax Return cannot be so prepared and filed without a reasonable possibility of being subject to penalties). With respect to any non-Consolidated Return required to be filed by Buyer or Seller with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.1(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and a statement of the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.1(b), together with appropriate supporting information and schedules at least fifteen (15) days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return.

Returns and Payments. (a) From the date of the Original MPA through and after the Closing Date, the Seller shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner all (i) consolidated, combined and unitary Tax Returns (each a “Consolidated Return”) and (ii) Tax Returns relating to members of the Company and the Subsidiaries Target Group that are attributable due on or before or relate to periods any taxable period ending on or before the Closing Date. Buyer Date (and the Purchaser shall prepare and file or otherwise furnish in proper form to do the appropriate Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner same with respect to any non-Consolidated Return relating all other Tax Returns). In doing so, to the Company and extent that any jurisdiction allows an election to file Tax Returns by closing the Subsidiaries attributable to periods ending after books as of the Closing Date), the parties shall agree to make, and to take all required action to cause, such election. Tax Returns of members of the Company and the Subsidiaries Target Group not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and relevant member of the Subsidiaries Target Group (except to the extent that counsel for the Seller renders a written legal opinion that there is no reasonable basis in law therefor or determines that a Tax Return cannot be so prepared and filed without a reasonable possibility of being subject to penalties). With respect to any non-Consolidated such Tax Return required to be filed by Buyer the Purchaser or Seller with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.1(b)Seller, the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and and, if applicable, a statement of certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.1(b7.01(b), together with appropriate supporting information and schedules at least fifteen twenty (1520) days Business Days prior to the due date (including any extension thereofhereof) for the filing of such Tax Return, and Return for such other party and its authorized representatives shall have the right to party’s review and comment on such Tax Return consent, which review and statement prior to the filing of such Tax Returnconsent shall be timely and shall not be unreasonably withheld, delayed, or conditioned.

Returns and Payments. (a) Seller From the date of this Agreement through the Closing, the Company and the Principal Stockholders shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner all (i) consolidated, combined and unitary Tax Returns (each a “Consolidated Return”) and (ii) Tax Returns relating to the Company and the Subsidiaries that are attributable to periods ending due on or before the Closing Date. Buyer shall prepare ; provided, however, that Parent and/or the Surviving Corporation will bear all costs and file or otherwise furnish in proper form expenses associated with the preparation and filing of any Tax Return required to be prepared with respect to the appropriate Taxing Authority period beginning on November 1, 2006, and ending on the Closing Date, including all accountants' and auditors' fees. The Company shall cause such Tax Returns to be prepared and filed, in a manner consistent with past practice of the Company (or subject to any departure required to comply with any Applicable Law). The Parent shall cause to be prepared and filed all Tax Returns relating to the Company and the Subsidiaries that are due after the date of the Closing; provided, however, that the Parent (or so furnishedthe Surviving Corporation, as applicable) shall be entitled to reimbursement from the amounts set aside therefor in a timely manner the Escrow Account for its out of pocket costs and expenses associated with the preparation and filing of income Tax Returns of the Company and the Subsidiaries which relate to any taxable period ending on or before October 31, 2006. With respect to any non-Consolidated such Tax Return relating to the Company and the Subsidiaries attributable to periods that include any period ending after on or before the Closing Date). Tax Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent that a Tax Return cannot be so prepared and filed without a reasonable possibility of being subject to penalties). With respect to any non-Consolidated Return required to be filed by Buyer or Seller with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.1(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and a statement of the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.1(b)Return, together with appropriate supporting information and schedules at least fifteen (15) days schedules, as soon as reasonably practicable prior to the due date (including any extension thereofhereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return.

Returns and Payments. (a) Seller From the date of this Agreement through and after the Closing, the Stockholders shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms (i"Returns") consolidated, combined and unitary Tax Returns (each a “Consolidated Return”) and (ii) Tax Returns relating to the Company and the Subsidiaries that are attributable due on or before or relate to periods any taxable period ending on or before the Closing Date. Buyer (and Parent shall prepare and file or otherwise furnish in proper form to do the appropriate Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner same with respect to any non-Consolidated Return relating to the Company and the Subsidiaries attributable to periods taxable period ending after the Closing DateClosing). Tax Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Stockholders or the Company renders a legal opinion that there is no reasonable basis in law therefor or determines that a Tax Return cannot be so prepared and filed without a reasonable possibility of being subject to penalties). With respect to any non-Consolidated Return required to be filed by Buyer or Seller Parent with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party Stockholders under Section 7.1(b)8.01, the filing party Parent shall provide the other party Stockholders and its their authorized representatives with a copy of such completed Tax Return and a statement of certifying the amount of Tax shown on such Tax Return that is allocable to such other party the Stockholders pursuant to Section 7.1(b)8.01, together with appropriate supporting information and schedules at least fifteen (15) days 20 Business Days prior to the due date (including any extension thereof) for the filing of such Tax Return, and the Stockholders and their authorized representatives shall have the right to review and comment on such other party Return and statement prior to the filing of such Return. With respect to any Return required to be filed by any Stockholder with respect to the Company, the Stockholders shall provide Parent and its authorized representatives with a copy of such completed Return, together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Return and Parent and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return.

Returns and Payments. (a) Seller After the Closing, the Sellers, at their sole expense, shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all (i) consolidated, combined and unitary Tax Returns (each a “Consolidated Return”) and (ii) Income Tax Returns relating to the Company Acquired Companies and the Subsidiaries that are attributable to periods for any taxable period ending on or before the Closing Date. Buyer shall prepare and file Except as otherwise required by applicable Law, or otherwise furnish in proper form to the appropriate Taxing Authority (or cause to extent the Acquired Companies determine that a Tax Return cannot be so prepared and filed or so furnished) in a timely manner with respect without being subject to any non-Consolidated Return relating to the Company and the Subsidiaries attributable to periods ending after the Closing Date). penalties, such Income Tax Returns of the Company Acquired Companies and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company Sellers, the Acquired Companies and the Subsidiaries (except to the extent that a Tax Return cannot be so prepared and filed without a reasonable possibility of being subject to penalties)Subsidiaries. With respect to such Income Tax Return that is a Stand-Alone Return and the portion of any nonsuch Income Tax Return that is not a Stand-Consolidated Alone Return required to be filed by Buyer or Seller with respect that pertains to the Company Acquired Companies and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.1(b)Subsidiaries, the filing party Sellers shall provide the other party Purchaser and its authorized representatives with a copy of such completed Tax Return and (or portion thereof, in the case of a statement of the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.1(bnot a Stand-Alone Return), together with appropriate supporting information and schedules at least fifteen (15) days 20 Business Days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party Purchaser and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Sellers shall take into account the comments of the Purchaser in good faith.

Returns and Payments. (a) Except as provided for in Section 10.7 of this Agreement, from the date of this Agreement through and after the First Closing Date, Seller shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Tax Authority (or cause to be prepared and filed or so furnished) in a timely manner all manner: (i) all consolidated, unitary, combined and unitary or similar Tax Returns (each a “the "Consolidated Return”Tax Returns") that include or would include the Company or the Company's Subsidiaries, and (ii) all other Tax Returns relating not including the Consolidated Tax Returns that relate to the Company and the Company's Subsidiaries that are attributable due on or before or relate to periods any taxable period ending on or before the First Closing Date; and Buyer shall do the same with respect to all Tax Returns that include or relate to a taxable period ending after the First Closing Date. Buyer (The party with the obligation to file a Tax Return as determined under the preceding sentence shall prepare and file or otherwise furnish in proper form hereinafter be referred to as the appropriate Taxing Authority (or cause to be prepared and filed or so furnished"Filing Party".) in a timely manner with respect to any non-Consolidated Return relating to the Company and the Subsidiaries attributable to periods ending after the Closing Date). Tax Returns of the Company and the Company's Subsidiaries not yet filed for any taxable period that begins before the First Closing Date and that ends after the First Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Company's Subsidiaries (except to the extent counsel for the Filing Party renders a legal opinion that a Tax Return cannot be so prepared and filed without a reasonable possibility of being subject to penalties). With respect to any non-Consolidated Return required to be filed by Buyer or Seller with respect to the Company and the Subsidiaries and there is no substantial authority in law as to which an amount of Tax that standard is allocable to the other party under Section 7.1(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and a statement of the amount of Tax shown on such Tax Return that is allocable to such other party defined pursuant to Section 7.1(b), together with appropriate supporting information and schedules at least fifteen (15) days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return.Treasury Regulation

Returns and Payments. (a) Seller From the date of this Agreement through and after the Closing Date, the Sellers shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms (i"Returns") consolidated, combined and unitary Tax Returns (each a “Consolidated Return”) and (ii) Tax Returns relating to the Company and the Subsidiaries that are attributable due on or before or relate to periods any taxable period ending on or before the Closing Date. Buyer Date (and the Purchaser shall prepare and file or otherwise furnish in proper form to do the appropriate Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner same with respect to any non-Consolidated Return relating to the Company and the Subsidiaries attributable to periods taxable period ending after the Closing Date). Tax Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Sellers or the Company renders a legal opinion that there is no reasonable basis in law therefor or determines that a Tax Return cannot be so prepared and filed without a reasonable possibility of being subject to penalties). With respect to any non-Consolidated Return required to be filed by Buyer or Seller the Purchaser with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party Sellers under Section 7.1(b)7.01, the filing party Purchaser shall provide the other party Sellers and its their authorized representatives with a copy of such completed Tax Return and a statement of certifying the amount of Tax shown on such Tax Return that is allocable to such other party the Sellers pursuant to Section 7.1(b)7.01, together with appropriate supporting information and schedules at least fifteen (15) days 20 Business Days prior to the due date (including any extension thereof) for the filing of such Tax Return, and the Sellers and their authorized representatives shall have the right to review and comment on such other party Return and statement prior to the filing of such Return. With respect to any Return required to be filed by any Seller with respect to the Company, the Sellers shall provide the Purchaser and its authorized representatives with a copy of such completed Return, together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Return, and the Purchaser and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return.

Returns and Payments. (a) Seller shall cause the Company to prepare and timely file or otherwise furnish in proper form to the appropriate Taxing Authority party (or cause to be prepared and filed or so furnished) in a timely manner all (i) consolidated, combined and unitary Tax Returns (each a “Consolidated Return”) and (ii) Tax Returns relating with respect to the Company and the Subsidiaries that are attributable due (taking into account all available extensions) on or before the Closing Date and all Tax Returns with respect to periods ending the Company which are required to be filed on a combined, consolidated, unitary or similar group basis for any tax period of the Company that ends on or before the Closing Date, which returns shall be prepared in a manner consistent with past practice employed by the Company. Buyer Purchaser shall prepare and timely file or otherwise furnish in proper form to the appropriate Taxing Authority (or cause the Company to be prepare and timely file) all Tax Returns in respect of the Company that are not required to be, or caused to be, prepared and filed or so furnished) in a timely manner with respect to any non-Consolidated Return relating to the Company and the Subsidiaries attributable to periods ending after the Closing Date)by Seller hereunder. Tax Returns of the Company and the Subsidiaries not yet filed prepared by Purchaser for any Straddle Period or for any taxable period that begins before ends on or prior to the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries by Seller (except to the extent that a Tax Return cannot be so prepared and filed without a counsel for Purchaser determines there is no reasonable possibility of being subject to penaltiesbasis in law therefor). With respect to any non-Consolidated Tax Return required to be filed prepared by Buyer or Seller with respect to the Company and the Subsidiaries Purchaser hereunder and as to which an amount of Tax is allocable to the other party Seller under Section 7.1(b8.01(b), the filing party Purchaser shall provide the other party Seller and its authorized representatives with a copy of such completed Tax Return (with which Purchaser will make available supporting schedules and information), and a statement of and supporting schedules certifying the amount of Tax shown on such Tax Return that is allocable to such other party Seller pursuant to Section 7.1(b8.01(b), together with appropriate supporting information and schedules at least fifteen (15) 20 days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party Seller and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. Seller and Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by Seller or its authorized representatives; provided that such consultation does not delay the timely filing of the Tax Return. In the event of a dispute, the party that is responsible hereunder for the greater amount of Taxes, taking into account on a net present value basis all open taxable periods affected by the issue (including future periods in the case of recurring issues), shall have the right to make the final determination as to any such disputed issue.