Common use of Tax Return Preparation Clause in Contracts

Tax Return Preparation. (i) To the extent not filed prior to the Closing Date, the Seller shall prepare (or cause to be prepared) all Tax Returns that are required to be filed by each of the Companies and their Subsidiaries for all Pre-Closing Tax Periods (each, a “Pre-Closing Period Tax Return”). All such Pre-Closing Period Tax Returns shall be prepared in a manner that is consistent with the prior practice of the Companies and their Subsidiaries, except as reasonably approved by Buyer. Buyer shall allow Seller access to any and all data and information necessary for the preparation of such Pre-Closing Period Tax Returns and shall cooperate fully with the Seller in the preparation of such Pre-Closing Period Tax Returns; provided, that no employee of Buyer, any Company or any Company Subsidiary shall be required to sign any such Tax Return without, at the request of such employee, being fully indemnified by Seller for any liability incurred as a consequence of signing such Tax Return. With respect to each Pre-Closing Period Tax Return filed after the Closing Date, no later than thirty days prior to the due date (taking into account any valid extensions thereof) (“Due Date”) for the filing of such Pre-Closing Period Tax Return, the Seller shall submit, or cause to be submitted, to the Buyer for its review drafts of such Pre-Closing Period Tax Return (together with all related work papers). Within ten days following Buyer’s receipt of such Pre-Closing Period Tax Return, Buyer shall have the right to object to such Pre-Closing Period Tax Return (by written notice to the Seller). If Buyer does not object by written notice to the Seller within such time period, such Pre-Closing Period Tax Return shall be deemed to have been accepted and agreed upon, and final and conclusive, for purposes of this Section 4.15(a)(i). If Buyer objects to such Pre-Closing Period Tax Return, it shall notify the Seller of such disputed item (or items) (in such written notice) and the basis for its objection and the Buyer and Seller shall act in good faith to resolve any such dispute as promptly as practicable. If the Buyer and Seller have not reached agreement regarding such dispute, the dispute shall be presented to the Independent Accounting Firm, whose determination shall be binding upon both Buyer and Seller, provided, however, that (i) such determination shall be limited to whether the disputed item is consistent with past practices, if applicable, and (ii) the Buyer and Seller shall require the Independent Accounting Firm to make a determination within ten (10) days but in no event later than five (5) days prior to the Due Date of such Pre-Closing Period Tax Return. With respect to each such Pre-Closing Period Tax Return, no later than two (2) days prior to the Due Date of such Pre-Closing Period Tax Return, (x) the Seller shall submit to the Buyer final drafts of such Pre-Closing Period Tax Return and (y) the Seller shall pay to the Buyer an amount equal to the liability for Taxes that are shown to be due and payable on the face of such Pre-Closing Period Tax Return. The Buyer shall cause the applicable Company or Subsidiary (as the case may be) to file each Pre-Closing Period Tax Return and pay to the applicable Tax authority all amounts shown to be due and payable on the face of such Pre-Closing Period Tax Return.

Tax Return Preparation. (i) To the extent not filed prior to the Closing Date, the Seller Parent shall prepare (and file or cause to be prepared) prepared and filed all Tax Returns that are required to be filed by each of the Companies and their Subsidiaries any Acquired Company for all Pre-Closing Tax Periods (each, a “Pre-Closing Period Tax Return”“). All Parent shall prepare such returns in a manner consistent with past practice, except as required by applicable Law. The Stockholder Representatives shall reimburse Parent for any reasonable third-party expenses attributable to the preparation and filing of such Pre-Closing Period Tax Returns shall be prepared in a manner that is consistent with the prior practice of the Companies and their Subsidiaries, except as reasonably approved by Buyer. Buyer shall allow Seller Parent reasonable access to any and all data and information reasonably necessary for the preparation of such Pre-Closing Period Tax Returns and shall cooperate fully with the Seller Parent in the preparation of such Pre-Closing Period Tax Returns; provided, that no employee of Buyer, any Company or any Company Subsidiary shall be required to sign any such Tax Return without, at the request of such employee, being fully indemnified by Seller for any liability incurred as a consequence of signing such Tax Return. With respect to each Pre-Closing Period Tax Return filed after the Closing Date, no later than thirty sixty (60) days prior to the due date (taking into account any valid extensions thereof) (the “Due Date”“) for the filing of such Pre-Closing Period Tax Return, the Seller Parent shall submit, or cause to be submitted, to the Buyer Stockholder Representatives for its their review drafts a draft of such Pre-Closing Period Tax Return (together with all related work papers)Return. Within ten thirty (30) days following Buyer’s the Stockholder Representatives’ receipt of such Pre-Closing Period Tax Return, Buyer the Stockholder Representatives shall have the right to object to such Pre-Closing Period Tax Return (by written notice to the Seller)Parent. If Buyer does the Stockholder Representatives do not object by written notice to the Seller Parent within such time period, such Pre-Closing Period Tax Return shall be deemed to have been accepted and agreed upon, and final and conclusive, for purposes of this Section 4.15(a)(i5.11(a)(i). If Buyer objects the Stockholder Representatives object to such Pre-Closing Period Tax Return, it they shall notify Parent in writing of the Seller of such disputed item (or items) (in such written notice) and the basis for its objection their objection, and the Buyer Stockholder Representatives and Seller Parent shall act in good faith to resolve any such dispute as promptly as practicable. If Parent and the Buyer and Seller Stockholder Representatives have not reached agreement regarding such dispute, the dispute shall be presented to the Independent Accounting Firm, whose determination shall be binding upon both Buyer Parent and Seller, provided, however, that (i) such determination shall be limited to whether the disputed item is consistent with past practices, if applicableStockholder Representatives, and (ii) the Buyer and Seller who shall require the Independent Accounting Firm to make a such determination within ten (10) days from the date of presentation but in no event later than five (5) days prior to the Due Date of such Pre-Closing Period Tax Return. With respect to each such Pre-Closing Period Tax Return, no later than two (2) days prior to the Due Date of such Pre-Closing Period Tax Return, (x) the Seller Parent shall submit to the Buyer Stockholder Representatives a final drafts draft of such Pre-Closing Period Tax Return and (y) the Seller Stockholder Representatives shall pay to the Buyer Parent an amount equal to the liability for Pre-Closing Taxes that are shown to be due and payable on the face of such Pre-Closing Period Tax ReturnReturn to the extent such Taxes exceed the accrual for such Taxes in the determination of Final Net Working Capital. The Buyer Parent shall cause the applicable Acquired Company or Subsidiary (as the case may be) to file each Pre-Closing Period Tax Return and pay to the applicable Tax authority all amounts shown to be due and payable on the face of such Pre-Closing Period Tax Return.

Tax Return Preparation. (i) To Following the extent not filed prior to the Closing DateClosing, the Seller Parent shall prepare (and file, or shall cause to be prepared) prepared and filed, all Tax Returns that are of the Surviving Corporation and its Subsidiaries required to be filed by each after the Closing Date. To the extent that the Common Equity Holders have an indemnification obligation pursuant to Section 9.2 of the Companies and their Subsidiaries for all Pre-Closing this Agreement, (A) such Tax Periods (each, a “Pre-Closing Period Tax Return”). All such Pre-Closing Period Tax Returns Return shall be prepared in a manner that is consistent with the prior practice unless such prior practice has been determined to be incorrect or a contrary treatment is required by applicable law (or judicial or administrative interpretations thereof); (B) Parent shall provide the Stockholders' Representative with copies of the Companies and their Subsidiaries, except as reasonably approved by Buyer. Buyer shall allow Seller access to any and all data and information necessary for the preparation of such Pre-Closing Period Tax Returns and shall cooperate fully with the Seller in the preparation of such Pre-Closing Period Tax Returns; provided, that no employee of Buyer, any Company or any Company Subsidiary shall be required to sign any such Tax Return without, and a statement calculating related indemnification obligation of and/or amount due from the Common Equity Holders at the request of such employee, being fully indemnified by Seller for any liability incurred as a consequence of signing such Tax Return. With respect to each Pre-Closing Period Tax Return filed after the Closing Date, no later than thirty least 30 days prior to the due date (taking into account any valid extensions thereof) (“Due Date”) for the filing of such Pre-Closing Period Tax Return, the Seller shall submit, or cause to be submitted, to the Buyer for its review drafts of such Pre-Closing Period Tax Return (together with all related work papersgiving effect to applicable extensions). Within ten days following Buyer’s receipt of such Pre-Closing Period Tax Return, Buyer ; and (C) the Stockholders' Representative shall have the right to object provide comments and proposed amendments in writing for 15 days following receipt thereof. The failure of the Stockholders' Representative to propose any changes to any such Pre-Closing Period Tax Return (by written notice to the Seller). If Buyer does not object by written notice to the Seller within such time period, such Pre-Closing Period Tax Return 15 days shall be deemed to have been accepted be an indication of its approval thereof. Parent and agreed upon, and final and conclusive, for purposes of this Section 4.15(a)(i). If Buyer objects to such Pre-Closing Period Tax Return, it Stockholders' Representative shall notify the Seller of such disputed item (or items) (in such written notice) and the basis for its objection and the Buyer and Seller shall act attempt in good faith mutually to resolve any dispute regarding such dispute as promptly as practicableTax Returns prior to such due date for filing thereof. If the Buyer Parent and Seller have Stockholders' Representative cannot reached reach an agreement regarding such dispute, the dispute shall be presented to the Independent Accounting Firm, whose Referee the determination of which shall be binding upon both Buyer and Sellerparties, provided, however, that (i) such determination shall be limited to whether the disputed item is consistent with past practices, if applicable, Parent and (ii) the Buyer and Seller Stockholders' Representative shall require the Independent Accounting Firm Referee to make a use its best effort to ensure that such determination is made within ten (10) days but in no event later than five (5) days prior to the Due Date due date for the filing of such Pre-Closing Period Tax Return. With respect to each If the Accounting Referee cannot make its determination within such Pre-Closing Period Tax Returntime frame, no later than two (2) days prior to Parent shall file the Due Date of such Pre-Closing Period Tax Return, (x) the Seller shall submit to the Buyer final drafts of such Pre-Closing Period Tax Return as originally proposed subject only to those adjustments mutually agreed by Parent and (y) Stockholders' Representative. To the Seller extent necessary, amendments to any such Tax Return shall pay to the Buyer an amount equal to the liability for Taxes that are shown to be due and payable filed based on the face of such Pre-Closing Period Tax Return. The Buyer shall cause the applicable Company or Subsidiary (as the case may be) to file each Pre-Closing Period Tax Return and pay to the applicable Tax authority all amounts shown to be due and payable on the face of such Pre-Closing Period Tax ReturnAccounting Referee determination.

Tax Return Preparation. (i) To the extent not filed prior to the Closing Date, the Seller The Holder Representative shall prepare (or cause to be prepared) in a timely manner any initial Tax Returns of the Company for any Tax period ending on or before the Closing Date that are filed after the Closing; provided, however, that the parties hereby acknowledge that the Holder Representative cannot sign such Tax Returns on behalf of the Company and, provided, further, that the Surviving Corporation shall sign (or IntraLinks shall cause the Surviving Corporation to sign) such Tax Returns when and as requested by the Holder Representative, and that the Surviving Corporation’s failure to sign such Tax Returns, when and as requested by the Holder Representative, shall not constitute a breach of the Holder Representative’s obligations under this Section 4.9(c). For the avoidance of doubt, the Holder Representative shall not be responsible for the preparation or filing of any Tax Returns of the Company for any Straddle Period. Except as required by applicable Tax Law, all Tax Returns that are required prepared by the Holder Representative pursuant to be filed by each of the Companies and their Subsidiaries for all Pre-Closing Tax Periods (each, a “Pre-Closing Period Tax Return”). All such Pre-Closing Period Tax Returns this Section 4.9(c) shall be prepared on a basis and in a manner that is consistent with the Company’s past practice (as evidenced by the Tax Returns filed by the Company for prior practice of the Companies and their SubsidiariesTax periods), except as reasonably approved by Buyer. Buyer shall allow Seller access to any and all data and information necessary costs for the preparation of such Pre-Closing Period Tax Returns and shall cooperate fully with the Seller in the preparation of such Pre-Closing Period Tax Returns; provided, that no employee of Buyer, any Company or any Company Subsidiary shall be required to sign any such Tax Return without, at borne entirely by IntraLinks and/or the request of such employee, being fully indemnified by Seller for any liability incurred as a consequence of signing Surviving Corporation. Any such Tax Return. With respect , together with appropriate supporting information and schedules, shall be delivered to each Pre-Closing Period Tax Return filed after the Closing Date, no later IntraLinks for its review and comment not less than thirty (30) days prior to the before its respective due date (taking into account any valid extensions thereofthat apply). IntraLinks shall provide the Holder Representative with comments no later than fifteen (15) (“Due Date”) for the filing of such Pre-Closing Period Tax Return, the Seller shall submit, or cause to be submitted, days prior to the Buyer for its review drafts due date of such Pre-Closing Period the Tax Return (together with all related work paperstaking into account any extensions that apply). Within ten days following Buyer’s receipt of such Pre-Closing Period Tax Return, Buyer shall have the right to object to such Pre-Closing Period Tax Return (by written notice to the Seller). If Buyer does not object by written notice to the Seller within such time period, such Pre-Closing Period Tax Return shall be deemed to have been accepted and agreed upon, and final and conclusive, for purposes of this Section 4.15(a)(i). If Buyer objects to such Pre-Closing Period Tax Return, it shall notify the Seller of such disputed item (or items) (in such written notice) IntraLinks and the basis for its objection and the Buyer and Seller Holder Representative shall act attempt in good faith to resolve any dispute with respect to any such dispute as promptly as practicable. If the Buyer and Seller have not reached agreement regarding such dispute, the dispute shall be presented Tax Return; if they are unable to the Independent Accounting Firm, whose determination shall be binding upon both Buyer and Seller, provided, however, that (i) such determination shall be limited to whether the disputed item is consistent with past practices, if applicable, and (ii) the Buyer and Seller shall require the Independent Accounting Firm to make a determination within do so at least ten (10) days but in no event later than five (5) days prior to the Due Date of date on which such Pre-Closing Period Tax Return. With respect to each such Pre-Closing Period Tax Return, no later than two (2) days prior to the Due Date of such Pre-Closing Period Tax Return, (x) the Seller shall submit to the Buyer final drafts of such Pre-Closing Period Tax Return and is due (y) the Seller shall pay to the Buyer an amount equal to the liability for Taxes taking into account any extensions that are shown to be due and payable on the face of apply), such Pre-Closing Period Tax Return. The Buyer shall cause the applicable Company or Subsidiary (as the case may be) to file each Pre-Closing Period Tax Return and pay shall be filed as prepared by the Holder Representative, subject to amendment, if necessary, to reflect the applicable Tax authority all amounts shown to be due and payable on final resolution of the face of such Pre-Closing Period Tax Returndispute.

Tax Return Preparation. The Company shall, and shall cause each of its Subsidiaries to, (i) To prepare in the extent not filed prior to the Closing Date, the Seller shall prepare ordinary course of business and consistent with past practice (or cause to be preparedexcept as otherwise required by Applicable Law) and timely file all Tax Returns that are required to be filed by each of the Companies and their Subsidiaries for all Pre-Closing Tax Periods (each, a “Pre-Closing Period Tax Return”). All such Pre-Closing Period Tax Returns shall be prepared in a manner that is consistent with the prior practice of the Companies and their Subsidiaries, except as reasonably approved by Buyer. Buyer shall allow Seller access to any and all data and information necessary for the preparation of such Pre-Closing Period Tax Returns and shall cooperate fully with the Seller in the preparation of such Pre-Closing Period Tax Returns; provided, that no employee of Buyer, any Company it on or any Company Subsidiary shall be required to sign any such Tax Return without, at the request of such employee, being fully indemnified by Seller for any liability incurred as a consequence of signing such Tax Return. With respect to each Pre-Closing Period Tax Return filed after before the Closing Date, no later than thirty days prior to the due date (taking into account any valid extensions thereof) (“Due DatePost-Signing Returns”) for the filing of such Pre-Closing Period Tax Return, the Seller shall submit, or cause to be submitted, to the Buyer for its review drafts of such Pre-Closing Period Tax Return (together with all related work papers). Within ten days following Buyer’s receipt of such Pre-Closing Period Tax Return, Buyer shall have the right to object to such Pre-Closing Period Tax Return (by written notice to the Seller). If Buyer does not object by written notice to the Seller within such time period, such Pre-Closing Period Tax Return shall be deemed to have been accepted and agreed upon, and final and conclusive, for purposes of this Section 4.15(a)(i). If Buyer objects to such Pre-Closing Period Tax Return, it shall notify the Seller of such disputed item (or items) (in such written notice) and the basis for its objection and the Buyer and Seller shall act in good faith to resolve any such dispute as promptly as practicable. If the Buyer and Seller have not reached agreement regarding such dispute, the dispute shall be presented to the Independent Accounting Firm, whose determination shall be binding upon both Buyer and Seller, provided, however, that (i) such determination shall be limited to whether the disputed item is consistent with past practices, if applicable, and (ii) permit Parent to review and comment on all material Post-Signing Returns (which comments the Buyer Holder Representative shall consider in good faith) and Seller shall require the Independent Accounting Firm deliver drafts of such Post-Signing Returns to make a determination within ten (10) days but in Parent no event later than five (5) days 10 Business Days prior to the Due date (including extensions) on which such Post-Signing Returns are required to be filed. Parent shall, on behalf of the Company and its Subsidiaries (A) prepare in the ordinary course of business and consistent with past practice (except as otherwise required by Applicable Law) and timely file all Tax Returns that are required to be filed by them after the Closing that relate to any Taxable period beginning on or before the Closing Date (“Post-Closing Returns”) and (B) permit the Holder Representative to review and comment on all material Post-Closing Returns and deliver drafts of such PrePost-Closing Period Tax Return. With respect Returns, to each such Pre-Closing Period Tax Return, the Holder Representative no later than two (2) days 20 Business Days prior to the Due Date of date (including extensions) on which such PrePost-Closing Period Tax Return, (x) Returns are required to be filed. Parent shall not unreasonably refuse to reflect in such Post-Closing Returns as filed any comments made by the Seller Holder Representative with respect to such Post-Closing Returns. Payments of any amounts shown as due on any Post-Closing Returns shall submit be paid solely from and to the Buyer final drafts extent of such Pre-Closing Period Tax Return and (y) the Seller shall pay to the Buyer an amount equal to the liability for Taxes that are shown to be due and payable on the face of such Pre-Closing Period Tax Return. The Buyer shall cause the applicable Company or Subsidiary (as the case may be) to file each Pre-Closing Period Tax Return and pay to the applicable Tax authority all amounts shown to be due and payable on the face of such Pre-Closing Period Tax ReturnWithheld Amount.

Tax Return Preparation. (ia) To the extent not filed prior to the Closing Date, the Seller Securityholders’ Representative shall prepare (or cause to be preparedprepared (and Parent shall cause to be subsequently filed) in a timely manner all Tax Returns that related to Pre-Closing Tax Periods (other than Tax Returns for a Straddle Period) which are required to be filed by each of the Companies Company and their Subsidiaries for all Pre-Closing Tax Periods (eachits Subsidiaries, a “Pre-Closing Period Tax Return”). All to the extent such Pre-Closing Period Tax Returns are due after the Closing Date. For the avoidance of doubt, Securityholders’ Representative shall be prepared in a manner that is consistent entitled to use funds from the SR Escrow Amount to engage any third party service providers to assist with the prior practice of the Companies and their Subsidiaries, except as reasonably approved by Buyer. Buyer shall allow Seller access to any and all data and information necessary for the preparation of such Pre-Closing Period Tax Returns and shall cooperate fully with the Seller in the preparation of such Pre-Closing Period Tax Returns; provided, that no employee of Buyer, any Company or any Company Subsidiary shall be required to sign any such Tax Return without, preparation in its sole discretion. Securityholders’ Representative shall provide the Parent with a copy of each such Tax Return at least thirty (30) days prior to the request due date for filing of such employeeTax Return (including any extensions thereof) and Parent shall have the right to review and comment on such Tax Return for a period of twenty (20) days after receipt thereof or, being fully indemnified by Seller for any liability incurred if required to be filed within thirty (30) days after the Closing Date, Securityholders’ Representative shall provide Parent with a copy of each such Tax Return as soon as possible following the Closing Date and sufficiently in advance of filing so Parent shall have a consequence of signing reasonable opportunity to review and comment on such Tax Return, and Securityholders’ Representative shall make such changes to such Tax Returns as are reasonably requested by Parent. With respect to each Pre-Closing Period any such Tax Return filed after the Closing DateDate that relates to any Pre-Closing Tax Period and upon the request of the Securityholders’ Representative, no later than thirty the Escrow Agent shall make a distribution from the Escrow Amount to the Parent three (3) days prior to the due date (taking into account any valid extensions thereof) (“Due Date”) for the filing of such Pre-Closing Period Tax ReturnReturns the amount of the aggregate Tax liabilities due, the Seller shall submitif any, or cause to be submitted, to the Buyer for its review drafts of such Pre-Closing Period Tax Return (together with all related work papers). Within ten days following Buyer’s receipt of such Pre-Closing Period Tax Return, Buyer shall have the right to object respect to such Pre-Closing Period Tax Return (by written notice to the Seller). If Buyer does not object by written notice to the Seller within such time period, such Pre-Closing Period Tax Return shall be deemed to have been accepted and agreed upon, and final and conclusive, for purposes of this Section 4.15(a)(i). If Buyer objects to such Pre-Closing Period Tax Return, it shall notify the Seller of such disputed item (or items) (in such written notice) and the basis for its objection and the Buyer and Seller shall act in good faith to resolve any such dispute as promptly as practicable. If the Buyer and Seller have not reached agreement regarding such dispute, the dispute shall be presented to the Independent Accounting Firm, whose determination shall be binding upon both Buyer and Seller, Periods; provided, however, that (i) such determination shall be limited to whether for purposes of determining the disputed item is consistent with past practices, if applicable, and (ii) the Buyer and Seller shall require the Independent Accounting Firm to make a determination within ten (10) days but in no event later than five (5) days prior to the Due Date of such Pre-Closing Period Tax Return. With respect to each such Pre-Closing Period Tax Return, no later than two (2) days prior to the Due Date of such Pre-Closing Period Tax Return, (x) the Seller shall submit to the Buyer final drafts of such Pre-Closing Period Tax Return and (y) the Seller shall pay to the Buyer an amount equal to the liability for Taxes that are shown to be due and payable on the face of such Pre-Closing Period Tax Return. The Buyer shall cause the applicable Company or Subsidiary (as the case may be) to file each Pre-Closing Period Tax Return and pay to the applicable Tax authority all amounts shown to be due and payable on the face of such Pre-Closing Period Tax Return.with

Tax Return Preparation. (i) To the extent not filed prior Subject to the Closing Dateremainder of this Section 6.16(a)(i), the Seller NewCo General Partner shall prepare (and timely file or cause to be preparedprepared and timely filed (in each case, taking into account applicable extensions) all Tax Returns of each Fund that are required to be filed by each of the Companies and their Subsidiaries for all Pre-Closing Tax Periods (each, a “Pre-Closing Period Tax Return”). All such Pre-Closing Period Tax Returns shall be prepared in a manner that is consistent with the prior practice of the Companies and their Subsidiaries, except as reasonably approved by Buyer. Buyer shall allow Seller access to any and all data and information necessary for the preparation of such Pre-Closing Period Tax Returns and shall cooperate fully with the Seller in the preparation of such Pre-Closing Period Tax Returns; provided, that no employee of Buyer, any Company or any Company Subsidiary shall be required to sign any such Tax Return without, at the request of such employee, being fully indemnified by Seller for any liability incurred as a consequence of signing such Tax Return. With respect to each Pre-Closing Period Tax Return filed after the Closing Date, no later than including Tax Returns that pertain to a Straddle Period. Notwithstanding the prior sentence, the Current Investment Advisor shall prepare and timely file or cause to be prepared and timely filed (in each case, taking into account applicable extensions) all Tax Returns of each Fund that are required to be filed after the Closing Date for any period that ends on or before the Closing Date. With respect to (x) any Tax Return that pertains to a Straddle Period, the NewCo General Partner (in such capacity, the "Tax Preparing Party") shall provide the Transferors (in such capacity, the "Tax Reviewing Party"), and (y) any Tax Return described in the preceding sentence for any period that ends on or before the Closing Date, the Current NY2;\1997443\01\16T8J01 !.DOC\58399.0003 25 Investment Advisor (in such capacity, the "Tax Preparing Party") shall provide the Transferees (in such capacity, the "Tax Reviewing Party"), in each case with a draft of such Tax Return at least thirty (30) days prior to the due date for filing such Tax Return (taking into account any valid extensions thereofapplicable extensions), which draft shall be completed in a manner consistent with the past practices of the applicable entity, except as otherwise required by applicable Law or as otherwise agreed to by the Tax Preparing Party and the Tax Reviewing Party. Within ten (10) (“Due Date”) for the filing days of delivery of such Pre-Closing Period draft Tax ReturnReturn to the Tax Reviewing Party, the Seller Tax Reviewing Party shall submitnotify the Tax Preparing Party of any objections the Tax Reviewing Party has to such draft Tax Return (provided, that such objections shall be limited to items that could reasonably be expected to affect adversely any of the Transferees or the Transferors), and if the Tax Reviewing Party has no such objections (or fails to timely notify the Tax Preparing Party of such objections), then the Tax Preparing Party shall timely file or cause to be submitted, to the Buyer for its review drafts of timely filed such Pre-Closing Period Tax Return (together with all related work papers)taking into account applicable extensions) completed on the basis of the draft provided to the Tax Reviewing Party. Within ten days following Buyer’s receipt If the Tax Reviewing Party timely notifies the Tax Preparing Party of the Tax Reviewing Party's objection(s) to such Pre-Closing Period draft Tax Return, Buyer shall have then the right to object to such Pre-Closing Period Tax Return (by written notice to the Seller). If Buyer does not object by written notice to the Seller within such time period, such Pre-Closing Period Tax Return shall be deemed to have been accepted and agreed upon, and final and conclusive, for purposes of this Section 4.15(a)(i). If Buyer objects to such Pre-Closing Period Tax Return, it shall notify the Seller of such disputed item (or items) (in such written notice) Reviewing Party and the basis for its objection and the Buyer and Seller Tax Preparing Party shall act negotiate in good faith to resolve any such dispute as promptly as practicableobjection(s). If the Buyer Tax Reviewing Party and Seller have not reached agreement regarding the Tax Preparing Party are able to resolve such disputeobjection(s) more than fifteen (15) days prior to the filing deadline for such Tax Return (taking into account applicable extensions), then the Tax Preparing Party shall timely file or cause to be timely filed such Tax Return (taking into account applicable extensions) on the basis agreed to by the Tax Reviewing Party and the Tax Preparing Party. If, despite such good faith efforts, the dispute Tax Reviewing Party and the Tax Preparing Party are unable to resolve such objection(s) within such period of time, then the matter shall be presented submitted to a nationally-recognized independent accounting firm acceptable to the Independent Accounting FirmTax Reviewing Party and the Tax Preparing Party for review and resolution by such accounting firm, whose determination which review and resolution shall be binding upon both Buyer and Seller, provided, however, that (i) such determination shall be limited to whether the disputed item is consistent with past practices, if applicable, and (ii) the Buyer and Seller shall require the Independent Accounting Firm to make a determination within ten (10) days but in occur no event later than five (5) days prior to the Due Date filing deadline for such Tax Return (taking into account applicable extensions), and (ii) be limited to the basis of the Tax Reviewing Party's objection(s); and, thereafter, the Tax Preparing Party shall timely file or cause to be timely filed such Tax Return (taking into account applicable extensions) on the basis of the draft provided to the Tax Reviewing Party, as modified to reflect such accounting firm's resolution of the Tax Reviewing Party's objeetion(s) thereto. The fees and expenses of such Preaccounting firm shall be paid one-Closing Period Tax Return. With respect to each such Prehalf by the Transferees and one-Closing Period Tax Return, no later than two (2) days prior to half by the Due Date of such Pre-Closing Period Tax Return, (x) the Seller shall submit to the Buyer final drafts of such Pre-Closing Period Tax Return and (y) the Seller shall pay to the Buyer an amount equal to the liability for Taxes that are shown to be due and payable on the face of such Pre-Closing Period Tax Return. The Buyer shall cause the applicable Company or Subsidiary (as the case may be) to file each Pre-Closing Period Tax Return and pay to the applicable Tax authority all amounts shown to be due and payable on the face of such Pre-Closing Period Tax ReturnCurrent Investment Advisor.

Tax Return Preparation. (i) To the extent not filed prior to the Closing DateDeltek shall prepare, the Seller shall prepare (or cause to be prepared, and file, or cause to be filed, on a timely basis (in each case, at its sole cost and expense) all Tax Returns that are required to be filed prepared for taxable periods ending prior to the Closing Date and for Straddle Periods. To the extent permitted by each of the Companies and their Subsidiaries for Law (i) all Pre-Closing Tax Periods (each, a “Pre-Closing Period Tax Return”). All such Pre-Closing Period Tax Returns shall be prepared in a manner that is consistent with the prior past practice of Deltek and the Companies Subsidiaries and their Subsidiaries, except as reasonably approved by Buyer. Buyer shall allow Seller access to any and (ii) all data and information necessary for the preparation of such Pre-Closing Period Tax Returns and shall cooperate fully with in respect of taxable periods beginning prior to the Seller in the preparation of such Pre-Closing Period Tax Returns; provided, that no employee of Buyer, any Company or any Company Subsidiary Date shall be required to sign any such Tax Return without, at prepared and filed on the request basis that the relevant taxable period ended as of such employee, being fully indemnified by Seller for any liability incurred as a consequence the close of signing such Tax Return. With respect to each Pre-Closing Period Tax Return filed after business on the day before the Closing Date, no later than thirty . At least 30 days prior to the due date (taking into account including extensions) of any valid extensions thereofsuch Tax Returns that are Income Tax Returns or Composite Tax Returns and that are due at least 40 days after the Closing Date, Deltek shall deliver the applicable Tax Return(s) (“Due Date”) to Shareholders’ Representative for the filing of such Pre-Closing Period Tax Return, the Seller shall submit, or cause its approval not to be submitted, unreasonably withheld (Deltek shall use its reasonable efforts to the Buyer for its review drafts of such Pre-Closing Period Tax Return (together with all related work papers). Within ten days following Buyer’s receipt of such Pre-Closing Period Tax Return, Buyer shall have the right to object to such Pre-Closing Period Tax Return (by written notice to the Seller). If Buyer does not object by written notice to the Seller within such time period, such Pre-Closing Period Tax Return shall be deemed to have been accepted and agreed upon, and final and conclusive, for purposes of this Section 4.15(a)(i). If Buyer objects to such Pre-Closing Period Tax Return, it shall notify the Seller of such disputed item (or items) (in such written notice) and the basis for its objection and the Buyer and Seller shall act in good faith to resolve deliver any such dispute as promptly as practicable. If Tax Returns that are due within the Buyer and Seller have not reached agreement regarding such dispute, the dispute shall be presented to the Independent Accounting Firm, whose determination shall be binding upon both Buyer and Seller, provided, however, that (i) such determination shall be limited to whether the disputed item is consistent with past practices, if applicable, and (ii) the Buyer and Seller shall require the Independent Accounting Firm to make a determination within ten (10) 40 days but in no event later than five (5) at least 10 days prior to the Due Date due date thereof). For this purpose, the Shareholders’ Representative’s withholding of approval of a Tax Return with respect to a period that ends on or before the Closing Date, based upon Deltek’s failure to adopt in such Tax Return an alternative reporting position suggested by the Shareholders’ Representative, shall be deemed reasonable if the reporting position proposed by the Shareholders’ Representative on such Tax Return has a “reasonable basis,” as defined in Section 6662 of the Code and is not inconsistent with past practice. In the event of a disagreement between Deltek and Shareholders’ Representative, Deltek and Shareholders’ Representative shall select a certified public accountant, which may include the certified public accountant currently used by Deltek, to resolve such dispute and the decision of such Pre-Closing Period Tax Returncertified public accountant shall be binding on both Deltek and Shareholders’ Representative. With Deltek shall timely pay all Taxes shown due with respect to each Tax Returns filed after the Closing Date and shall be entitled to receive reimbursement for such Pre-Closing Period Tax Return, no later than Taxes which are Shareholders’ Taxes within two (2) days prior of the payment thereof (such payment to be by wire transfer to the Due Date account of such Pre-Closing Period Tax Return, (x) Deltek); provided that reimbursement for any Composite Taxes shall be made immediately out of the Seller shall submit Escrow to the Buyer final drafts of such Pre-Closing Period Tax Return and (y) the Seller shall pay to the Buyer an amount equal to the liability for Taxes that are shown to be due and payable on the face of such Pre-Closing Period Tax Return. The Buyer shall cause the applicable Company or Subsidiary (as the case may be) to file each Pre-Closing Period Tax Return and pay to the applicable Tax authority all amounts shown to be due and payable on the face of such Pre-Closing Period Tax Returnextent provided in Section 9.2(b)(iii).

Tax Return Preparation. (i) To the extent not filed prior to the Closing DateThe Buyers will prepare, the Seller shall prepare (or cause to be prepared) , and timely file, or cause to be timely filed, all Tax Returns of the Foreign Subsidiaries or that relate to Purchased Assets that are required filed after the Closing Date. With respect to be filed by each of any such Tax Returns for a Pre-Closing Taxable Period ending on or before the Companies and their Subsidiaries for all Closing Date or a Straddle Period (“Pre-Closing Tax Periods (eachReturns” and “Straddle Returns,” respectively), a “Pre-Closing Period Tax Return”). All all such Pre-Closing Period Tax Returns shall be prepared in a manner that is consistent accordance with the prior practice of the Companies and their Subsidiariespast practice, except as reasonably approved required by Buyerapplicable Law. Buyer The Buyers shall allow provide Seller access to any and all data and information necessary for the preparation Parent with a copy of such completed Pre-Closing Period Tax Returns and shall cooperate fully with Straddle Returns and a statement setting forth the Seller in the preparation amount of such Pre-Closing Period Tax Returns; provided, that no employee of Buyer, any Company or any Company Subsidiary shall be required to sign shown on any such Tax Return without, at the request of such employee, being fully indemnified by Seller for any liability incurred as that is allocable to a consequence of signing such Tax Return. With respect to each Pre-Closing Taxable Period Tax Return filed after (including the portion of the Straddle Period ending on the Closing Date, no later than as determined under Section 7.7(c) hereof), as applicable, together with appropriate supporting information and schedules, at least thirty (30) days (in the case of a Tax Return for Income Taxes) or ten (10) days (in the case of other Tax Returns) prior to the due date (taking into account including any valid extensions extension thereof) (“Due Date”) for the filing of such Pre-Closing Period Tax Return, the and Seller shall submit, or cause to be submitted, to the Buyer for its review drafts of such Pre-Closing Period Tax Return (together with all related work papers). Within ten days following Buyer’s receipt of such Pre-Closing Period Tax Return, Buyer Parent shall have the right to object to review and comment on such Pre-Closing Period Tax Return or Straddle Return and statement within fifteen (by written notice 15) days of receipt (or within five (5) days of receipt in the case Tax Returns that do not relate to the SellerIncome Taxes). If Buyer does not object by written notice The Buyers and Seller Parent shall attempt to the Seller within such time period, such resolve in good faith any disputes with respect to any Pre-Closing Period Tax Return shall be deemed to have been accepted Returns and agreed upon, and final and conclusive, for purposes of this Section 4.15(a)(i). If Buyer objects to such Pre-Closing Period Tax Return, it shall notify the Seller of such disputed item (or items) (in such written notice) and the basis for its objection and the Buyer and Seller shall act in good faith to resolve any such dispute as promptly as practicableStraddle Returns. If the Buyer and Seller have not reached agreement regarding such disputeparties are unable to resolve a dispute within a five (5)-day period, the parties shall submit such dispute shall be presented to the Independent Accounting FirmAccountant, whose determination with such resolution being final and binding on the parties. The cost of such Independent Accountant shall be binding upon both Buyer borne by the Buyers and Sellerthe Seller Parties in the same manner as described in Section 2.3(c). The Seller Parties shall pay to the Buyers the amount of Taxes shown to be due and payable on such Pre Closing Tax Returns or the amount of Taxes shown to be due and payable on such Straddle Returns that is allocable to the portion of the Straddle Period ending on the Closing Date, provided, however, that (i) such determination shall be limited to whether the disputed item is consistent with past practices, if as applicable, and (ii) to the Buyer and Seller shall require the Independent Accounting Firm to make a determination within ten (10) days but extent that such Taxes have not previously been taken into account as Current Liabilities in determining Closing Working Capital, no event later than five (5) days prior to the Due Date relevant due date (taking into account extensions). The Seller Parties, on the one hand, and the Buyer, on the other hand, shall each bear fifty percent (50%) of such the cost and expense for the preparation and filing of any Pre-Closing Period Tax Return. With respect to each such Pre-Closing Period Tax Return, no later than two (2) days prior to the Due Date of such Pre-Closing Period Tax Return, (x) the Seller shall submit to the Buyer final drafts of such Pre-Closing Period Tax Return and (y) the Seller shall pay to the Buyer an amount equal to the liability for Taxes that are shown to be due and payable on the face of such Pre-Closing Period Tax Return. The Buyer shall cause the applicable Company or Subsidiary (as the case may be) to file each Pre-Closing Period Tax Return and pay to the applicable Tax authority all amounts shown to be due and payable on the face of such Pre-Closing Period Tax Return.