Common use of Tax Returns Clause in Contracts

Tax Returns. (a) Sellers shall cause to be prepared and filed all Returns of the Companies and the Company Subsidiary required to be filed for all Tax Periods ending on or before the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary to be filed after the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a).

Tax Returns. (a) Sellers Seller shall, or where relevant shall cause to be prepared the Purchased Entities to, timely prepare and filed file with the relevant Taxing Authorities all Tax Returns of the Companies and the Company Subsidiary required Purchased Entities with respect to be filed for all Tax Periods taxable periods ending on or before the Closing Date. The Sellers’ Representative Seller shall deliver provide drafts of such Tax Returns, and draft copies of the pro forma Tax Returns of the Purchased Entities that will be included in any Tax Return for any Company Group with respect to which none of the Purchased Entities is the parent, to Purchaser 60 days prior to the date such Tax Returns are due for its Purchaser's review and comment. Purchaser shall, or shall cause the Purchased Entities to, timely prepare and file with the relevant Taxing Authorities all Tax Returns for any taxable periods of the Purchased Entities beginning after the Closing Date and all Tax Returns with respect to any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"). Purchaser shall furnish Seller with a draft of each Straddle Period Tax Return at least 60 days before such Tax Return is due, and no such Tax Return shall be filed with any Taxing Authority without Seller's written consent, which consent shall not be unreasonably withheld. All Tax Returns to be prepared by Seller pursuant to this Section 6.01 and all Straddle Period Tax Returns shall be prepared on a basis consistent with applicable law and the past practices of the Companies and the Company Subsidiary to be filed after Purchased Entities. All Tax Returns for a taxable period including the Closing Date shall be filed on the basis that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by relevant taxable period ended at the end of the day on the Closing Date, unless the relevant Taxing Authority will not accept such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft a Tax Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a).

Tax Returns. (a) Sellers Seller shall prepare or cause to be prepared (at its own cost and filed expense and in a manner consistent with past practice) all Income Tax Returns of the Companies and the Company Subsidiary required to be filed by or on behalf of Company for all Tax Periods taxable years or periods ending on or before the Closing Date. The Sellers’ Representative Seller shall, on a timely basis, file such Tax Returns and pay the amounts shown as due thereon to the appropriate Governmental Body. Subject to the foregoing, the income of Company for the taxable year of Seller that includes the Closing shall deliver be determined for the period up to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary to be filed after including the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before by closing the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion books of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature Company as of such objection) by the end of the Closing Date or by any other reasonable method agreed to by Seller and Purchaser, except that (i) exemptions, allowances, or deductions that are calculated on an annual basis (such 15as deductions for depreciation or amortization) shall be apportioned on a time basis and (ii) such determination shall be consistent with the principles of Treasury Regulation Section 1.1502-day period76. Company will furnish Tax information to Seller for inclusion in Seller's federal consolidated Income Tax Return in accordance with the parties' past custom and practice, Sellers may and Purchaser will provide (or cause the Return to be filed provided) to Seller no later than 120 days prior to the due date (with extensions) of Seller's Tax Return for the taxable year including the Closing all information and calculations relating to the proper determination of the income of Company for such Return period. If, within 60 days of Seller's receipt of such information and calculations, Seller does not object to Purchaser's determination, the determination shall be deemed final and binding as between the parties heretoshall be used by Seller, Purchaser, and Company. If Purchaser notifies the Sellers’ Representative that it Seller objects in writing to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of determination within such 15-day period60 days, Purchaser and the Sellers’ Representative Seller shall attempt to mutually resolve any disagreements negotiate in good faith regarding such draft Returnto resolve any dispute. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative If Seller and Purchaser shall not have agreed to the proper determination within 10 days after Seller's objection, any disputed aspects of the determination shall be resolved by a mutually agreeable "big four" public accounting firm that does not serve either Seller or Purchaser (the "Independent Firm") as soon as practicable, but in no event later than 20 days prior to the due date (with extensions) of Seller's Tax Return. The decision of the Independent Accounting Firm, whose decision Firm shall be final final, and whose the costs, expenses, and fees of the Independent Firm shall be shared borne equally by Sellers (in accordance with their respective Allocable Portions) Seller and Purchaser. The Returns that are subject Neither Seller nor Purchaser (or their respective affiliates) shall file any Income Tax Return prior to, or inconsistent with, the determination of the proper income of Company for the pre-Closing period pursuant to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a14.1(a).

Tax Returns. (a) Sellers shall HoldCo shall, with Buyer’s cooperation, prepare or cause to be prepared and shall timely file or cause to be filed all Tax Returns of the Companies Company and the Company Subsidiary required to be filed its Subsidiaries for all Tax Periods taxable periods ending on or before the Closing DateDate and shall pay all Taxes due with respect to such Tax Returns. The Sellers’ Such Tax Returns shall be prepared in a manner consistent with past practice of the Company unless otherwise required by applicable Law. No later than thirty (30) days prior to any such filing, the Designated Representative shall deliver to Purchaser the Buyer such Tax Returns for its the Buyer’s review a draft of each Return of the Companies and the Company Subsidiary comment. The Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Company and its Subsidiaries for taxable periods ending after the Closing Date that may give rise to and shall remit any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative Taxes due in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature respect of such objection) by Tax Returns. For any Straddle Period of the end Company or any of such 15-day periodits Subsidiaries, Sellers may the Buyer shall prepare or cause the Return to be prepared, and file or cause to be filed, all Tax Returns required to be filed and shall pay all Taxes due with respect to such Return Tax Returns; provided that the Designated Representative shall be deemed final reimburse the Buyer in accordance with the procedures set forth in Section 6.6 for any amounts owed by HoldCo pursuant to Sections 6.2 and binding as between 6.6 with respect to the parties heretotaxable periods covered by such Tax Returns. If Purchaser notifies the Sellers’ Representative that it objects No later than thirty (30) days prior to any such filing, the Buyer shall deliver to the Designated Representative such Tax Returns for the Designated Representative’s review and comment. With respect to any transactions of the Company and its Subsidiaries occurring outside the ordinary course of business and not contemplated in this Agreement on the Closing Date that are properly allocable to the portion of the draft Return (specifying in detail Closing Date after the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser Closing shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior allocated to the date taxable year or period that is deemed to begin at the beginning of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause day following the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)Closing Date.

Tax Returns. (a) Sellers shall cause to be prepared Xx. Xxxxx represents and warrants that the 2005 tax returns for each Company have been filed with all Returns of the Companies and the Company Subsidiary required to be filed for all Tax Periods ending on or before the Closing Dateappropriate governmental authorities. The Sellers’ Representative Parties acknowledge that Xx. Xxxxx has caused the PCs to file amended 2005 tax returns, copies of which have been provided to Buyer. Xx. Xxxxx shall deliver to Purchaser for its review a draft not, without the prior written consent of each Return of the Companies and the Company Subsidiary to be filed after the Closing Date that may give rise to any Tax liability for Buyer, which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement consent shall not be unreasonably withheld, amend any of the Companies’ (other than PIA) Tax returns filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree on or prior to the date hereof. The Buyer’s failure to provide written consent or rejection within fourteen (14) days of filing reflected therein)receipt of Xx. Xxxxx’x request to amend any such Tax return, andtogether with reasonable documentation detailing the proposed amendment to such Tax return, if further changes are agreed upon shall be deemed to be consent to the requested amendment. Xx. Xxxxx shall remain liable for any Tax due or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly receive or be entitled to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly receive any refund properly obtained in connection with Sellers’ preparation the Tax returns of the Companies filed on or prior to the date hereof or any amended Tax return related to such period that is permitted to be, and is, filed in accordance with the terms hereof. With respect to the Management Companies, Seller will be responsible for the filing of tax returns for the period from January 1, 2006 until the Closing Date (“Stub Period”) and will be responsible for the payment of such Taxes. Buyer will be responsible for the filing of tax returns for the Management Companies for the period from the Closing Date through December 31, 2006 and will be responsible for the payment of such Taxes. With respect to the PCs, upon Closing, Seller will prepare an accounting and computation of its calculation of the tax due (or tax credit) for the Stub Period, without regard to the PC Debt Payoff and Forgiveness (for which the Tax Withhold Amount has already been paid by Sellers) and without regard to the tax effect in connection with the sale and transfer of assets from RADS to ACT pursuant to the Xxxx of Sale (Exhibit Q) and the payment of RADS indebtedness to Xx. Xxxxx in the amount of $980,463.67 which such computation shall be subject to the review and approval of the accounting firm selected by Buyers as the tax preparers for the PCs 2006 tax returns and shall pay the same to Buyer within 30 days of such computation. Buyer will be responsible for the preparation of the 2006 tax returns for the PCs and will be responsible for the filing of such tax returns and payment of any Tax due (or receive credit for any tax credits or net operating loss carryforwards) for the full year 2006. In connection with such tax returns, Buyer shall afford Xx. Xxxxx and her tax preparers a reasonable opportunity to review and comment upon such PC tax returns prior to their filing by Buyer, Xx. Xxxxx shall have the right to obtain all Returns under this Section 11.1(a)pertinent information regarding those tax returns, including being provided hard-copy records at the MIRO facility in Pontiac, Michigan and the right of Xx. Xxxxx’x accountant to also obtain such records, all at no cost to Xx. Xxxxx. The party responsible for preparing and filing a specific tax return hereunder shall be responsible for paying the cost of such tax return.

Tax Returns. (a) Sellers Trimble shall prepare or shall cause to be prepared and filed all Returns (i) any Tax Return of a member of the Companies Trimble Group or of a consolidated, combined or unitary group that includes any member of the Trimble Group (including any Trimble Combined Tax Return), and the Company Subsidiary (ii) any Tax Return (other than any Trimble Combined Tax Return) required to be filed by or with respect to the Company Group for all Tax Periods ending any taxable period that ends on or before the Closing DateDate (such Tax Return described in clause (ii) of this sentence, a “Pre-Closing Date Trimble Separate Tax Return”). Any Transaction Tax Deductions shall be included as deductions on such Tax Returns to the extent such amounts are “more likely than not” allocable and deductible with respect to such Tax Returns. The Sellers’ Representative Company (or the applicable member of the Company Group) shall deliver timely file or cause to Purchaser be timely filed any such Tax Returns, and Trimble shall bear any costs related to preparing and filing such Tax Returns. Such Pre-Closing Date Trimble Separate Tax Return shall be prepared in a manner consistent with past practice of the applicable entity, except as otherwise required by applicable Tax Law or this Agreement. Except to the extent required by Law, no Party shall amend any Pre-Closing Date Trimble Separate Tax Return (or revoke or modify any 112 election relating thereto) without the prior written consent of Trimble (not to be unreasonably withheld, conditioned or delayed). At least twenty (20) days prior to the applicable due date for the filing of a Pre-Closing Date Trimble Separate Tax Return, Trimble shall provide AGCO a draft of such Tax Return for its review a draft of each Return of the Companies and the Company Subsidiary approval (not to be filed after the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Returnunreasonably withheld, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on conditioned or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(adelayed).

Tax Returns. (ai) The Sellers shall prepare or cause to be prepared prepared, and filed file or cause to be filed, all Tax Returns of each CFC Party, including consolidated, combined or unitary Tax Returns which include any CFC Party, for all Taxable periods of each CFC Party that end on or prior to the Companies Closing Date. All such Tax Returns shall be prepared on a basis that is consistent with the manner in which the Sellers prepared or filed such Tax Returns for prior periods. No later than 30 days prior to the due date of such Tax Returns, the Sellers shall provide the Buyer with copies of (A) in the case of consolidated, combined or unitary Tax Returns that include a Subject Subsidiary and any Subsidiary of such Subject Subsidiary, pro forma materials for each Subject Subsidiary to be included in such consolidated, combined or unitary Tax Returns, (B) all other Tax Returns prepared by Sellers pursuant to Section 5.1(c), and (C) such work papers and other documents as may be reasonably necessary to determine the Company Subsidiary accuracy and completeness of such materials or Tax Returns. If the Buyer notifies the Sellers in writing within 10 days after receiving such materials or a Tax Return of any comments of the Buyer, the Sellers shall incorporate any such reasonable comments provided by the Buyer. If Sellers dispute the reasonableness of any such comment by the Buyer, such dispute shall be resolved by a "Big Four" accounting firm as selected by the Buyer in its discretion (other than an accounting firm regularly and materially used by the Buyer or its Affiliates) and such Tax Returns (or any amendment to such return) shall be filed in a manner consistent with resolution of such dispute. The Sellers shall, upon the Buyer's request, make reasonably available to the Buyer at a mutually convenient time and location any personnel involved in the preparation of any materials or Tax Return subject to this Section 5.1(c)(i)(A) and (B) for the purpose of answering any questions the Buyer may have regarding any such materials or Tax Return or the manner in which the same was prepared. The Buyer shall be responsible for filing all Tax Returns required to be filed by or on behalf of each Subject Subsidiary and each Subsidiary of any Subject Subsidiary for all Tax Periods Taxable periods ending on or before after the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary to be filed after the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a).

Tax Returns. (a) Sellers The Purchaser shall prepare or cause to be prepared prepared, and filed timely file or cause to be timely filed, all Tax Returns of the Companies and for the Company Subsidiary required relating to be filed for all any Straddle Period (each such Tax Periods ending on or before Return, a “Straddle Period Return”). At least thirty (30) days prior to the Closing Date. The Sellers’ Representative due date (taking into account applicable extensions) of any Straddle Period Return (except to the extent such Tax Return in due within less than ninety (90) days after the Closing, in which case Purchaser shall deliver to when and as soon as reasonably practicable), Purchaser for its review shall deliver a draft of each Return of such Straddle Period Return, together with accompanying schedules, to the Companies Seller for the Seller’s review, comment and the Company Subsidiary approval (not to be filed after unreasonably withheld, conditioned or delayed). The Seller shall provide the Closing Date that may give rise Purchaser with any written comments with respect to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Straddle Period Return within 15 fifteen (15) days after following receipt of such draft Straddle Period Return and accompanying schedules. If the Seller does not provide written comments within that time period, the Seller shall be deemed to agree with the draft Straddle Period Return is delivered to as prepared by the Purchaser. If the Sellers’ Representative does not receive a Seller timely provides written objection (specifying in detail the nature of such objection) by the end of such 15-day periodcomments, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements try in good faith regarding to timely resolve any disputes concerning such draft ReturnStraddle Period Return (any unresolved disputes, a “Disputed Matter”) and if the parties are unable to resolve all disputes concerning such Straddle Period Return within ten (10) days after the Seller provided its comments, the parties shall submit any Disputed Matters for prompt resolution by an independent, nationally recognized, reputable third-party accounting firm (such firm, the “Settlement Arbiter”), who shall resolve any Disputed Matters (and only such matters) submitted to it. Any disagreements regarding Notwithstanding anything set forth in this Section 9.3 to the draft Returns that are not resolved within an additional 10-day period by contrary, the Sellers’ Representative and Purchaser shall scope of any Disputed Matters to be resolved by the Independent Accounting FirmSettlement Arbiter pursuant to this Section 9.3 shall be limited to the consideration of such items relating to the preparation of any Straddle Period Return to which the Seller has objected (including any additional items and/or amounts affected 52 or impacted by such objections) and which the Purchaser and the Seller are unable to resolve in accordance with the procedures set forth in this Section 9.3. After affording the Purchaser, whose decision the Seller and their respective representatives the opportunity to present their positions as to the Disputed Matters (which opportunity shall not extend for more than fifteen (15) days), the Settlement Arbiter shall resolve all Disputed Matters in writing on the basis of the standards and guidelines set forth in this Agreement. The parties will instruct the Settlement Arbiter to make such determination within thirty (30) days (or as soon as practicable thereafter if the Settlement Arbiter notifies the parties that it requires additional time to make such determination) following the submission of the Disputed Matters to the Settlement Arbiter for resolution, and such determination shall be final and whose fees binding upon the Purchaser, the Seller, the Seller Owners and all other interested Persons. For the avoidance of doubt, the Settlement Arbiter will act as an expert (and not as an arbitrator) for the limited purpose of determining the Disputed Matters, and such determination shall be shared equally by Sellers (in accordance with based solely on the written submissions of the Purchaser and the Seller and their respective Allocable Portions) representatives and Purchasernot by independent review. The Returns that are subject to any disagreement Without limiting the generality of the foregoing, the Settlement Arbiter will not take into account usage, custom or other extrinsic factors, except as required by express provisions of this Agreement, and shall not be filed until such disagreement is resolved; providedconduct or hear ex parte conferences, howeveroral examinations, thattestimony, if such Returns must be filed in order to avoid a penaltydepositions, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date discovery or other forms of filing reflected therein), and, if further changes are agreed upon evidence gathering or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)hearings.

Tax Returns. (a) Sellers Trimble shall prepare or shall cause to be prepared and filed all Returns (i) any Tax Return of a member of the Companies Xxxxxxx Group or of a consolidated, combined or unitary group that includes any member of the Xxxxxxx Group (including any Trimble Combined Tax Return), and the Company Subsidiary (ii) any Tax Return (other than any Trimble Combined Tax Return) required to be filed by or with respect to the Company Group for all Tax Periods ending any taxable period that ends on or before the Closing DateDate (such Tax Return described in clause (ii) of this sentence, a “Pre-Closing Date Trimble Separate Tax Return”). Any Transaction Tax Deductions shall be included as deductions on such Tax Returns to the extent such amounts are “more likely than not” allocable and deductible with respect to such Tax Returns. The Sellers’ Representative Company (or the applicable member of the Company Group) shall deliver timely file or cause to Purchaser be timely filed any such Tax Returns, and Trimble shall bear any costs related to preparing and filing such Tax Returns. Such Pre-Closing Date Trimble Separate Tax Return shall be prepared in a manner consistent with past practice of the applicable entity, except as otherwise required by applicable Tax Law or this Agreement. Except to the extent required by Law, no Party shall amend any Pre-Closing Date Trimble Separate Tax Return (or revoke or modify any 111 election relating thereto) without the prior written consent of Trimble (not to be unreasonably withheld, conditioned or delayed). At least twenty (20) days prior to the applicable due date for the filing of a Pre-Closing Date Trimble Separate Tax Return, Trimble shall provide AGCO a draft of such Tax Return for its review a draft of each Return of the Companies and the Company Subsidiary approval (not to be filed after the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Returnunreasonably withheld, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on conditioned or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(adelayed).

Tax Returns. (a) Sellers The Company, at its sole expense, shall cause to be prepared (and filed all to the extent due before the Closing) the Tax Returns of the Companies and the Company Subsidiary required to be filed by each Purchased Business Subsidiary (other than any Investment Subsidiary or any Subsidiary of any Investment Subsidiary in which the Company directly or indirectly owns less than 50% of the outstanding equity and/or partnership interests) (the “Purchased Business Subsidiary Tax Returns”) for all Tax Periods taxable periods ending on or before the Closing Date. Each such Purchased Business Subsidiary Tax Return shall be prepared in accordance with existing procedures, practices and accounting methods of the Company and such Purchased Business Subsidiary with respect to the treatment of specific items on income Tax Returns, unless such treatment does not have sufficient legal support to avoid the imposition of penalties, fines or similar amounts. The Sellers’ Representative Company shall deliver to Purchaser for its review a draft of each such Purchased Business Subsidiary Tax Return of the Companies and the Company Subsidiary to be filed after the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement Purchaser not fewer than 30 thirty (30) days before prior to the deadline for filing such Tax Return, including extensions. Purchaser shall notify the Sellers’ Representative Company in writing if it objects to any portion of a the draft Return Purchased Business Subsidiary Tax Returns within 15 ten (10) days after the draft Purchased Business Subsidiary Tax Return is delivered to Purchaser. If the Sellers’ Representative Company does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-the ten (10) day period, Sellers may the Company shall deliver a final copy of the Tax Return to Purchaser for execution and filing and Purchaser shall cause the Tax Return to be filed timely executed and such Return shall be deemed final and binding as between the parties heretofiled. If Purchaser notifies the Sellers’ Representative Company that it objects to any portion of the draft Return (specifying in detail the nature of such objection) Purchased Business Subsidiary Tax Returns on or before the end of such 15-day periodthe ten (10) days as a result of the Tax Return failing to satisfy the requirements described above, Purchaser and the Sellers’ Representative Company shall attempt to mutually resolve any disagreements in good faith regarding such draft Purchased Business Subsidiary Tax Return. Any such disagreements regarding the draft Purchased Business Subsidiary Tax Returns that are not resolved within an additional another ten (10-day period ) days by the Sellers’ Representative and Purchaser parties shall be resolved by the Independent Accounting Firma mutually agreed upon and jointly engaged Arbitrating Accountant, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) the Company and Purchaser. The Purchased Business Subsidiary Tax Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, provided that if such Purchased Business Subsidiary Tax Returns must be filed in order to avoid a penalty, such Purchased Business Subsidiary Tax Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser parties agree prior to the date of filing reflected therein), and, and if further changes are agreed upon or required by the Independent Accounting Firm, Arbitrating Accountant then Sellers the Company shall amend such Purchased Business Subsidiary Tax Returns promptly to reflect such changes. The Company shall deliver final copies of such Tax Returns to Purchaser for execution and filing, and Purchaser shall cause the Companies such Tax Returns to be timely executed and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)filed.

Tax Returns. (a) Sellers Buyer shall file (or cause to be prepared and filed filed) all Tax Returns of the Target Companies and the Company Subsidiary required to be filed for all Tax Periods ending on or before that are due following the Closing Date. The Sellers’ Representative Unless Buyer and Seller otherwise agree in writing, all Tax Returns, including amendments thereto, in respect of the Target Companies for Pre-Closing Tax Periods shall deliver be prepared on a basis consistent with the elections, accounting methods, conventions and principles of taxation used by the applicable Target Companies for the most recent taxable periods for which Tax Returns involving similar matters have been filed, except, in each case, to Purchaser for its review the extent otherwise required by applicable Law (determined based on a “more likely than not” level of comfort based on the advice of Buyer’s tax advisor or counsel). Buyer shall provide Seller a draft of each Return of the Companies and the Company Subsidiary to be filed after the Closing Date that may give rise to any Tax liability Return for which Sellers are not liable under a Pre-Closing Tax Period that is prepared pursuant to this Agreement not fewer Section 6.4 as soon as reasonably practicable but no less than 30 five (5) days before prior to the deadline due date for filing such Tax Return and Seller shall provide Buyer with its comments (if any) to the draft Tax Return as soon as reasonably practicable after receipt of such draft Tax Return, including extensions. Purchaser which comments shall notify the Sellers’ Representative be considered by Buyer in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of good faith, and no such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Tax Return shall be deemed final filed without the written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed; provided that, if Buyer has delivered an applicable Tax Return to Seller for Seller’s review, and binding as between Seller has not provided its consent to filing by the applicable due date, Buyer shall be permitted to file such Tax Return on the due date in the manner which Buyer deems correct, subject to Seller’s rights to pursue the dispute resolution procedures described in the following sentences of this Section 6.4(a). The parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements cooperate in good faith regarding such draft Returnto resolve any disputes with respect to Tax Returns prepared pursuant to this Section 6.4(a). Any disagreements regarding disputes that cannot be so resolved shall be referred to an internationally recognized accounting firm mutually agreeable to the draft Returns parties for resolution, provided that such accounting firm shall only consider positions that, in its opinion, are at least “more likely than not” to be upheld under applicable Law, and provided further that if any such dispute is not resolved within an additional 10-day period by prior to the Sellers’ Representative and Purchaser date such Tax Return is due, such Tax Return shall be resolved by filed in the Independent Accounting Firm, whose decision manner which Buyer deems correct and the parties shall be final and whose cooperate to amend such Tax Return to the extent necessary to reflect the determinations of the accounting firm. The fees of the accounting firm shall be shared equally by Sellers (in accordance with their respective Allocable Portions) between Buyer and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)Seller.

Tax Returns. Not less than sixty (a60) Sellers shall cause days prior to be prepared and filed all Returns the due date (including extensions) of the Companies and the Company Subsidiary required any Tax Return to be filed by the Buyer pursuant to Section 7.10.1 or 7.10.2, the Buyer shall deliver to the Sellers' Representatives a copy of such Tax Return (a "Proposed Tax Return") for all Tax Periods ending on or before the Closing Datetheir review and comment. The Sellers’ Representative ' Representatives shall deliver to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary to be filed after the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 have fifteen (15) days after the draft date of receipt of the Proposed Tax Return is delivered (the "Tax Review Period") to Purchasergive the Buyer written notice of any disputed amounts or positions (each a "Tax Item") with respect to such return. If the Sellers’ Representative does not ' Representatives fail to give written notice of any disputed Tax Item with respect to a Proposed Tax Return during the Tax Review Period, then the Proposed Tax Return shall become a Final Tax Return (as defined below) for purposes hereof. If the Sellers' Representatives give the Buyer written notice of any disputed Tax Item within the Review Period, the Sellers' Representatives and the Buyer shall attempt in good faith to agree on any adjustments that should be made to the Proposed Tax Return. If the Sellers' Representatives and the Buyer are unable to resolve any disputed Tax Item within twenty (20) days after the Sellers' Representatives receive a written objection the Proposed Tax Return, the Buyer and the Sellers' Representatives shall submit (specifying as soon as practicable, but in detail the nature any event, within two (2) days of such objection) by the end of such 15-20 day period) their final calculations of the Tax Item in dispute to an arbitrator (the "Tax Arbitrator") who shall be, Sellers may cause the Return to be filed or shall have previously been, a tax partner in a nationally recognized independent accounting firm and such Return who shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion appointed by agreement of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser Buyer and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding ' Representatives or, failing such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period agreement, by the AAA in accordance with the Arbitration Rules of the AAA. The Arbitrator shall review the calculations of the Buyer and the Sellers’ Representative ' Representatives with respect to the disputed Proposed Tax Return and Purchaser make a selection for each disputed Tax Item as to which of the final calculations presented to it is, in the aggregate, more accurate. The decision of the Arbitrator shall be resolved by made in accordance with the Independent Accounting FirmArbitration Rules and in accordance with the terms of this Agreement. The decision of the Arbitrator shall be made within twenty (20) days after being engaged, whose decision or as soon thereafter as reasonably practicable, and shall be final and binding on the parties. The costs and expenses of the Arbitrator shall be paid by the party whose fees proposed calculations are, in the aggregate, more accurate, or, if it is not clear which party's calculations are, in the aggregate, more accurate (as determined by the Arbitrator), the costs and expenses shall be shared equally by Sellers (in accordance with their respective Allocable Portions) the Buyer on the one hand and Purchaserthe Sellers, on a pro rata basis based on each Seller's Seller's Percentage, on the other hand. The Returns that are subject Buyer and the Sellers' Representatives shall make available to any disagreement the Arbitrator all relevant books and records relating to the calculations submitted and all other information reasonably requested by the Arbitrator. A Proposed Tax Return shall not be filed until such disagreement is resolved; provided, however, thatrevised, if such Returns must be filed in order to avoid a penaltynecessary, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect the final determination of the Tax Items with respect to such changes. Purchaser shall cause return (the Companies and final form of the Company Subsidiary Proposed Tax Return, including any revisions which are made thereto pursuant to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a7.10.3, is referred to herein as a "Final Tax Return").

Tax Returns. (a) The Sellers shall have the exclusive authority and obligation to prepare, execute on behalf of the Company and each of its Subsidiaries and timely file, or cause to be prepared prepared, executed and filed timely filed, all Returns of the Companies Company and the Company Subsidiary required each of its Subsidiaries that are due with respect to be filed for all Tax Periods any taxable year or other taxable period ending prior to or ending on or before and including the Closing Date. The Sellers’ Representative Such authority shall deliver to Purchaser for its review a draft of each Return include, but not be limited to, the determination of the Companies manner in which any items of income, gain, deduction, loss or credit arising out of the income, properties and operations of the Company Subsidiary to be filed after the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return its Subsidiaries shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying reported or disclosed in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolvedReturns; provided, however, that, if that such Returns must shall be filed prepared by treating items thereon in order a manner consistent with the past practices of the Company and its Subsidiaries with respect to avoid a penaltysuch items; and provided further, such that (i) the Sellers shall provide the Purchaser with draft income Tax Returns may be filed as prepared for the Company and each of its Subsidiaries at least thirty (with any changes to which the Sellers’ Representative and Purchaser agree 30) days prior to the due date of for filing reflected therein)such Returns, and, if further changes are agreed upon or required by (ii) at least fifteen (15) days prior to the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and due date for the filing of all such Returns under this Section 11.1(athe Purchaser shall notify the Sellers of the existence of any objection the Purchaser may have to any items set forth on such draft Returns, and (iii) if, after consulting in good faith, the Purchaser and the Sellers are unable to resolve such objection(s), such objection(s) shall be resolved by treating items on such Returns in a manner consistent with the past practices of the Company and its Subsidiaries with respect to such items unless otherwise required by law, and such Returns shall not be filed without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld or delayed.

Tax Returns. Except as provided in Section 6.2 with respect to Transfer Taxes, Seller shall be responsible for payment of and discharge of all Taxes relating to the ATOM Facility and the Transferred Assets that are attributable to the Pre-Closing Tax Period and the portion of the Taxes allocated to Seller in Section 6.4 and (aii) Sellers Buyer shall be responsible for payment of and discharge of all Taxes relating to the Business Purpose, the ATOM Facility and the Transferred Assets and the Assumed Liabilities attributable to the Post-Closing Tax Period and the portion of the Taxes allocated to Buyer in Section 6.4. Seller shall prepare, or cause to be prepared and filed prepared, all Tax Returns of the Companies and the Company Subsidiary (other than income Tax Returns) required to be filed for all Tax Periods ending on or before with respect to the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return of the Companies ATOM Facility and the Company Subsidiary to be filed Transferred Assets after the Closing Date that may give rise with respect to any a Pre-Closing Tax liability for which Sellers are not liable under Period (a “Transferred Asset Tax Return”). Any such Transferred Asset Tax Return shall be prepared in a manner consistent with Seller’s past practice (unless otherwise required by Law). Seller shall deliver the Transferred Asset Tax Returns, as prepared in accordance with this Agreement not fewer than Section 6.3, to the Buyer (together with schedules, statements and, to the extent requested by the Buyer, supporting documentation) at least 30 days before prior to the deadline for filing such Return, due date (including extensions) of such Transferred Asset Tax Return. Purchaser shall notify If the Sellers’ Representative in writing if it Buyer objects to any portion of a draft Return item on any such Transferred Asset Tax Return, it shall, within 15 20 days after delivery of such Transferred Asset Tax Return, notify Seller in writing that it so objects, specifying with particularity any such item and stating the draft Return is delivered to Purchaserspecific factual or legal basis for any such objection. If the Sellers’ Representative does not receive a written notice of objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day periodduly delivered, Purchaser Buyer and the Sellers’ Representative Seller shall attempt to mutually resolve any disagreements negotiate in good faith regarding and use their best efforts to resolve such draft Returnitems. Any disagreements regarding If Buyer and the draft Returns that Seller are not resolved unable to reach such agreement within an additional 10-day period 10 days after receipt by Seller of such notice, the Sellers’ Representative and Purchaser disputed items shall be resolved by the Independent Accounting Firm, whose decision Accountant and any determination by the Independent Accountant shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaserfinal. The Returns that are subject Independent Accountant shall resolve any disputed items within 30 days of having the item referred to any disagreement shall not be filed until such disagreement is resolved; provided, however, thatit (or sooner, if required to timely file a Tax Return) pursuant to such Returns must be filed in order procedures as it may require. If the Independent Accountant is unable to avoid a penaltyresolve any disputed items before the due date for such Transferred Asset Tax Return, such Returns may Transferred Asset Tax Return shall be filed as prepared (by Seller and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer, on the one hand, and Seller, on the other hand. The preparation and filing of any Transferred Asset Tax Return with any changes to which the Sellers’ Representative and Purchaser agree prior respect to the date ATOM Facility or the Transferred Assets that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)Buyer.

Tax Returns. The Company shall prepare and file (a) Sellers shall or cause to be prepared and filed filed) all Returns necessary federal and state income tax returns (including any amendments thereof) of the Companies Company and each of its Subsidiaries, including making the elections described in Section 7.11 and including (for the avoidance of doubt) each IRS Form 1065 (or similar state or local Tax return or filing) for the Company (collectively, "Income Tax Returns"). Each Unitholder shall furnish to the Company all pertinent information in its possession relating to Company operations that is reasonably necessary to enable the Company's income tax returns to be prepared and filed. The Company shall provide to the CABO Investor estimates of the Company's income and loss allocations among the Unitholders (the "Estimated Allocations") for each Taxable Year with respect to which an Income Tax Return is filed after the date hereof. Such Estimated Allocations shall be provided to the CABO Investor as soon as reasonably practical after the close of each Taxable Year but in no event later than by February 18th of the year immediately following the end of the applicable Taxable Year and the Company Subsidiary required shall provide the CABO Investor with reasonable assistance in its review (including by providing copies of relevant work papers if requested) and consider in good faith any comments, and accept all reasonable comments, provided by the CABO Investor and the parties shall work in good faith to resolve any disputes with respect to the Estimated Allocations and all such disputes shall be filed for all Tax Periods ending on or before resolved by March 5 following the Closing Dateend of the applicable Taxable Year. The Sellers’ Representative Company shall deliver to Purchaser for its review provide a draft of each Income Tax Return of the Companies and the Company Subsidiary to be filed after the Closing Date that may give rise date hereof to the CABO Investor for its review reasonably in advance of filing (which, with respect to any Income Tax liability for which Sellers are not liable under this Agreement not fewer Return of the Company, shall be no less than 30 days before prior to such filing) and shall not file any Income Tax Return of the deadline for filing such ReturnCompany without the prior written consent of the CABO Investor, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties heretounreasonably withheld, conditioned or delayed. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser The Company and the Sellers’ Representative CABO Investor shall attempt to mutually resolve any disagreements in good faith regarding to resolve any disputes related to any Income Tax Return prior to the due date therefor (including extensions) and if they are unable to do so, such draft Return. Any disagreements regarding the draft Returns that are not resolved within dispute shall be referred for resolution to an additional 10-day period independent nationally recognized accounting firm mutually selected by the Sellers’ Representative Company and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers CABO Investor (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolveda "Tax Arbiter"); provided, however, that, if such that all final Income Tax Returns must shall be filed in order to avoid a penalty, such Returns may be filed consistent with the Estimated Allocations as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting FirmCompany and the CABO Investor. To the extent reasonably requested by CABO, then Sellers the Company shall amend such Returns promptly to reflect such changes. Purchaser provide, or shall cause the Companies and to be provided, to CABO for its review copies of any non-income Tax returns or filings of the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation or any of and the filing of all Returns under this Section 11.1(a)its Subsidiaries.

Tax Returns. (a) Sellers As set forth in Section 3.13, the Issuer Trustee shall not file any federal tax returns on behalf of the Trust; provided, however, that if the Trust shall be required to file tax returns or is otherwise determined necessary by the Issuer Trustee that the Trust should file tax returns, the Servicer, as soon as practicable after it is made aware of such requirement or determination, shall prepare or cause to be prepared, and the Issuer Trustee is authorized hereunder to sign, any tax returns required or determined necessary to be filed by the Trust and, to the extent possible, the Servicer shall deliver such returns to the Issuer Trustee at least five days before such returns are due to be filed. In executing any tax return on behalf of the Trust, the Issuer Trustee shall be entitled to assume that any such return presented to it for execution is true and accurate and shall not be required to recalculate or otherwise take any action to verify the truth or accuracy thereof. The Servicer shall prepare or shall cause to be prepared and filed all Returns of the Companies and the Company Subsidiary tax information required by law to be filed for all Tax Periods ending on or before the Closing Date. The Sellers’ Representative distributed to Noteholders and shall deliver such information to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary to be filed after the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 Issuer Trustee at least five days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or it is required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly law to reflect such changesbe so distributed to Holders. Purchaser shall cause the Companies The Issuer Trustee and the Company Subsidiary Collateral Agent, upon written request, will furnish the Servicer with all such information known to cooperate fully and promptly the Issuer Trustee or the Collateral Agent, as the case may be, as may be reasonably required in connection with Sellers’ the preparation of and all tax returns of the filing Trust. In no event shall the Issuer Trustee, the Collateral Agent or the Servicer be liable for any liabilities, costs or expenses of all Returns the Trust, the Noteholders or the Note Owners arising under any tax law, including without limitation federal, state or local income or excise taxes or any other tax imposed on or measured by income (or any interest or penalty with respect thereto or arising from a failure to comply therewith). Nothing in this Section 11.1(a)11.11 shall be construed as inconsistent with the characterization of the Notes as indebtedness of Seller for purposes of federal, state and local income or franchise taxes and any other tax imposed upon or measured by income, as expressed in Section 3.13.

Tax Returns. (a) Sellers shall cause to be prepared and filed all Returns For any Straddle Period of any of the Companies Corporations, the Purchaser shall timely prepare and file with the Company Subsidiary appropriate Governmental Authority all Tax Returns required to be filed and shall pay all Taxes due with respect to such Tax Returns (provided that any liability for such Taxes that relates to any period on and before the Closing Date is Vendors’ and shall be shown as a liability on the Closing Financial statements), and such Tax Returns shall be prepared reasonably consistently with past practices. The Purchaser shall submit such Tax Returns (with copies of any relevant schedules, work papers and other Tax Return documentation) to the Vendors for their review, comment, and approval not less than forty-five (45) days before the due date (including extensions) for the filing of each such Tax Return. The Vendors’ approval shall not be unreasonably withheld or delayed. With respect to any taxable period of any of the Corporations that ends on or before the Closing Date, the Vendors shall timely prepare and provide to the Corporations for filing with the appropriate Governmental Authority all Tax Periods ending Returns required to be filed, and shall pay all Taxes due with respect to such Tax Returns, except to the extent provided for in the Closing Financial Statements. Such Tax Returns shall be prepared reasonably consistently with past practices. The Vendors, the Corporations and the Purchaser shall fully cooperate to the extent reasonably requested in preparing and filing all Tax Returns, including maintaining and making available to each other all records reasonably necessary in connection with Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Taxes. The Purchaser and the Vendors recognize that the Vendors, the Purchaser and their respective Affiliates will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information with respect to the Corporations to the extent such records and information pertain to events occurring prior to the Closing Date; therefore, the Vendors and the Purchaser agree, and Purchaser agrees to cause the Corporations, (i) to retain and maintain such records for a period equal to the later of eight (8) years following the due date of any Tax return (without extension) or the expiration of the applicable statute of limitations for the tax periods to which such Taxes relate (or, if earlier, until such time as the Vendors and the Purchaser agree that the retention and maintenance is no longer necessary), and (ii) to allow the Vendors, the Purchaser, and their respective agents and other representatives (and agents or other representatives of any of their respective Affiliates), at times and dates mutually acceptable to the parties, to inspect, review and make copies of such records as the requesting party may deem reasonably necessary or appropriate from time to time, such activities to be conducted during normal business hours and at the requesting party’s expense. Neither the Purchaser nor any of the Corporations shall file or cause to be filed any amended Tax Return of any of the Corporations for any period prior to the Closing Date without the prior written consent of the Vendors, which consent may be withheld in their reasonable discretion. The Vendors shall cause the provisions of any Tax sharing agreement between the Vendors or any of their respective Affiliates, on the one hand, and any of the Corporations on the other hand, to be terminated on or before the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary to be filed after After the Closing Date that may give rise to Date, no party shall have any rights or obligations under any such Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)sharing agreement.

Tax Returns. (a) Sellers Buyer shall prepare or cause to be prepared and filed all Returns of the Companies and the Company Subsidiary required file or cause to be filed all Tax Returns for the Group Companies for all Pre-Closing Tax Periods ending that are filed after the Closing Date (each such Tax Return, a “Post-Closing Tax Return”). To the extent permitted by applicable Law, each Post-Closing Tax Return shall be prepared in a manner that (x) is consistent with past practice and (y) reports the Transaction Tax Deductions as deductible items in the taxable period that ends on or before otherwise includes the Closing Date. The Sellers’ Representative shall deliver Buyer will not take any action, or permit any action to Purchaser be taken, that may prevent the taxable year of any Group Company from ending for its review a draft of each Return federal and (to the extent permitted under applicable state Law) state income Tax purposes at the end of the Companies day on which the Closing occurs and shall, to the Company Subsidiary extent permitted by applicable Law, elect with the relevant taxing authority to be filed after treat for all income Tax purposes the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before as the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion last day of a draft Return within taxable period of the Group Companies. At least 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date on which each income Tax Return or other material Tax Return is filed, Buyer shall submit Post-Closing Tax Returns to the Seller for Seller’s review and approval (not to be unreasonably withheld, conditioned, or delayed). Without the prior written consent of filing reflected thereinthe Seller, the Buyer will not (i) except for Post-Closing Tax Returns, file or amend or permit any of the Group Companies to file or amend any Tax Return relating to a Pre-Closing Tax Period (other than solely to carry back items described in Section 6.2(f)(y)); (ii) extend or waive, andor cause to be extended or waived, if further changes are agreed upon or required by permit the Independent Accounting FirmGroup Companies to extend or waive, then Sellers shall amend any statute of limitations or other period for the assessment of any Tax or deficiency related to a Pre-Closing Tax Period, (iii) make or change any Tax election or accounting method that has retroactive effect to any Pre-Closing Tax Period, or (iv) elect, or cause _ any Group Company to elect, to waive on any Tax Return for a Pre-Closing Tax Period any carryback of net operating losses under Section 172(b)(3) of the Code (or any analogous or similar state, local, or non-U.S. law) from such Returns promptly Pre-Closing Tax Period to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)an earlier Pre-Closing Tax Period.

Tax Returns. (a) Sellers The Representative shall cause to be prepared and filed all Returns of the Companies and the Company Subsidiary required to be filed prepare and file on a timely basis all Tax Returns with respect to the Company for all Tax Periods taxable periods ending on or before the Closing DateDate and shall cause the Shareholder to pay directly all Taxes payable with respect to such Tax Returns except to the extent such Taxes were taken into account in computing Final Net Working Capital in accordance with Section 2.3. The Sellers’ Representative shall deliver to Purchaser for its review For purposes of this Agreement, in the case of a draft of each Return of taxable period commencing before the Companies Closing Date and the Company Subsidiary to be filed ending after the Closing Date that may give rise to (a “Straddle Period”) the portion of any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before that is attributable to the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return Straddle Period prior to and including the Closing Date shall be (specifying i) in detail the nature case of a Tax that is not based on net income, gross income, sales, premiums or gross receipts, the total amount of such objectionTax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Period, and the denominator of which is the total number of days in such Straddle Period, and (ii) in the case of a Tax that is based on any of net income, gross income, sales, premiums or before gross receipts, the end of Tax that would be due with respect to the Pre-Closing Period if such 15Pre-day Closing Period were a separate taxable period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns except that exemptions, allowances, deductions or credits that are not resolved within calculated on an additional 10-day period by annual basis (such as the Sellers’ Representative and Purchaser deduction for depreciation or capital allowances) shall be resolved by apportioned on a per diem basis. In the Independent Accounting Firmcase of any Straddle Period, whose decision Buyer shall be final cause the Company to prepare and whose fees file on a timely basis all Tax Returns with respect to the Company for all Straddle Periods. In the case of any Straddle Period, Buyer shall be shared equally by Sellers (in accordance provide the Representative with their respective Allocable Portions) copies of the completed Tax Return for such period and Purchaser. The Returns a statement certifying the amount of Taxes shown on such Tax Return that are subject chargeable to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared the Shareholder (with any changes to which the Sellers’ Representative and Purchaser agree “Tax Statement”) at least 30 days prior to the due date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and for the filing of all Returns under this Section 11.1(asuch Return (including any extension thereof), and THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. 55 CONFIDENTIAL TREATMENT REQUEST the Representative shall have the right to review and comment on each such Tax Return and Tax Statement prior to the filing of such Tax Return.

Tax Returns. (a) Sellers Following the Closing, the Buyer shall cause to be prepared and timely filed all Tax Returns of the Companies and the Company Subsidiary required to be filed by the Company after the Closing Date that relate to taxable periods (or portions thereof) ending on or prior to the Closing Date; provided, that the Sellers Representative shall be responsible for all preparing and filing any U.S. federal income tax partnership returns of the Company and any state income tax partnership returns of the Company to the extent neither the Company nor the Buyer would have any liability or potential liability for any Taxes reflected on such returns, in each case to the extent such returns relate to taxable periods (or portions thereof) ending on or prior to the Closing Date. In preparing such Tax Periods ending Returns, the Transaction Expenses shall be treated as having accrued on or before the Closing Date. The Sellers’ Representative Sellers shall deliver be responsible, severally and not jointly, in accordance with such Seller’s Pro Rata Share, for all Taxes that are shown as due on any such Tax Return (a) relating to Purchaser for its review a draft any taxable year or other taxable period that ends on or prior to the Closing Date (“Pre-Closing Period“) or (b) attributable to the pre-Closing portion of each Return of the Companies any taxable period beginning on or before and the Company Subsidiary to be filed ending after the Closing Date (a “Straddle Period“). No later than five Business Days prior to the due date of any such Tax Return, each Seller shall pay to the Buyer the amount of Taxes that may give rise are its responsibility with respect to such Tax Return under the prior sentence, except to the extent that all or a portion of the amount of such Taxes (together with interest and penalties relating thereto, if any) is reflected in the Closing Net Working Capital as finally determined pursuant to Section 2.4 in a manner that actually reduces the Purchase Price. Except as otherwise required by applicable law, such Tax Returns shall be prepared in accordance with past practices of the Company, and submitted (with copies of any relevant schedules, work papers and other documentation then available) to the Sellers Representative for the Sellers Representative’s approval (which approval shall not be unreasonably withheld, conditioned or delayed) not less than thirty days prior to the due date for the filing of such Tax Return, or, for any Tax liability for which Return due to be filed within thirty days after the Closing Date, as soon as practicable after Closing. If the Sellers are not liable Representative disputes any item on any Tax Return delivered to it under this Agreement not fewer than 30 days before the deadline for filing such ReturnSection 7.1, including extensions. Purchaser shall notify the Sellers’ Buyer of such disputed item (or items) within fifteen days and shall provide an explanation of the reason for its objection. The Buyer and the Sellers Representative shall act in writing if it objects good faith to resolve any portion of a draft Return within 15 days after such dispute prior to the draft date on which the relevant Tax Return is delivered required to Purchaserbe filed. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser Buyer and the Sellers’ Sellers Representative shall attempt to mutually cannot resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding disputed item, the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser question shall be resolved by the Independent Accounting Firm, whose decision and the fees of the Independent Accounting Firm shall be final and whose fees shall be shared borne equally by the Seller and the Buyer. If any disputed item has not been resolved by the time a Tax Return is required to be filed, or the Sellers (in accordance with their respective Allocable Portions) Representative’s period for review and Purchaser. The Returns that are subject objection to any disagreement such Tax Return has not expired by the time a Tax Return is required to be filed, the Tax Return shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting FirmBuyer, then Sellers and if the disputed item is resolved thereafter in a manner different than as reflected on such Tax Return, the Buyer shall amend file an amended Tax Return that reflects such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)resolution.

Tax Returns. (a) Sellers Seller shall prepare or shall cause to be prepared (i) any combined, consolidated or unitary Tax Return that includes Seller or any of its Affiliates (other than the Purchased Companies), on the one hand, and filed all Returns any of the Purchased Companies or their respective Subsidiaries, on the other hand (a “Combined Tax Return”), and the Company Subsidiary (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to any of the Purchased Subsidiaries for all Tax Periods ending any taxable period that ends on or before the Closing DateDate (a “Pre-Closing Separate Tax Return”). The Sellers’ Representative Seller shall deliver deliver, or cause to be delivered, to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary comment all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date that may give rise (taking into account any extensions) at least twenty (20) days prior to the due date for filing such Tax Returns (taking into account any extensions). Seller shall revise such Pre-Closing Separate Tax liability for which Sellers are Returns to reflect any reasonable comments received from Purchaser not liable under this Agreement not fewer later than 30 five (5) days before the deadline for filing such Return, including due date thereof (taking into account any extensions). Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may timely file or cause the Return to be timely filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changesTax Returns. Purchaser shall not amend or revoke any Combined Tax Return or any Pre-Closing Separate Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller. At Seller’s reasonable request, Purchaser shall file, or cause the Companies and the Company Subsidiary to cooperate fully and be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller in connection a manner consistent with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a6.7(a).

Tax Returns. (ai) Sellers shall cause In General. Except as otherwise provided in Section 6.5(b)(ii), and with respect to be prepared and filed all Returns of the Companies and the Company Subsidiary each Tax Return covering either a Straddle Period or a Pre-Closing Tax Period that is required to be filed for all Tax Periods ending for, by, on behalf of, or before with respect to the Company after the Closing Date. The Sellers’ Representative , the Buyer shall deliver prepare or cause to Purchaser for its review be prepared, in a draft of manner consistent with past practice, applicable Law, and this Agreement, each such Tax Return and shall determine the portion of the Companies Taxes shown as due on such Tax Return that is (A) allocable to a Pre-Closing Tax Period and the Company Subsidiary amount thereof, if any, for which the Sellers are responsible under this Agreement, and (B) allocable to be filed the Tax period (or portion thereof) beginning after the Closing Date that may give rise Date, which determination shall be set forth in a statement (“Statement”) prepared by the Buyer. The Buyer shall deliver a copy of such Tax Return and the Statement related thereto (including related work papers) to the Seller Representative for his review and approval (such approval not to be unreasonably withheld, conditioned, or delayed) at least thirty (30) calendar days prior to the due date (including any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline extensions thereof) for filing such Tax Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, thatthat notwithstanding the foregoing, if the Buyer shall not be required to make such Returns must be filed in order delivery earlier than ten (10) calendar days following the close of the applicable taxable period covered by such Tax Return. Within five (5) calendar days of such delivery, the Seller Representative shall deliver to avoid the Buyer a penaltywritten statement describing any objections to such Tax Return or the Statement. If the Buyer and the Seller Representative are unable to resolve any such objection within the five (5) calendar day period after the delivery of such objections, such Returns may Tax Return shall be filed as prepared by the Buyer, as adjusted to the extent necessary to reflect the resolution of any such objections mutually agreed to by the Buyer and the Seller Representative. Any remaining objections with respect to such Tax Return or the Statement shall be submitted to the Independent Accounting Firm for resolution in accordance with the procedures contained in Section 2.5(c)(iii)(C). Any fees and expenses of the Independent Accounting Firm pursuant to this Section 6.5(b)(i) shall be paid one-half by the Buyer and one-half by the Sellers. If necessary to reflect such resolution, the Buyer and the Seller Representative shall cause such Tax Return to be amended and filed with the appropriate Taxing Authority. With respect to each Tax Return described in this Section 6.5(b)(i) and in Section 6.5(b)(ii), the Buyer and each of the Sellers, as applicable, will join in the execution and filing of such Tax Return and other documentation as required by applicable Law. Notwithstanding anything contained in this Agreement to the contrary, with respect to each Tax Return described in this Section 6.5(b)(i), the Seller Representative shall pay or cause to be paid to the Buyer no later than five (5) calendar days prior to the due date (including any extensions thereof) for filing such Tax Return the amount of Taxes shown as due on each such Tax Return (or portion thereof) with any changes respect to which the Buyer Indemnified Parties are entitled to indemnification under ARTICLE 7. (ii) Pre-Closing Income and Franchise Tax Returns. Notwithstanding the foregoing provisions of Section 6.5(b)(i), the Seller Representative shall cause to be timely prepared, at the Sellers’ Representative cost and Purchaser agree prior to the date of filing reflected therein)expense, and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection a manner consistent with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a).past 54

Tax Returns. (a) The Sellers shall prepare, or cause to be prepared, ----------- and file or cause to be filed when due, including extensions thereof, all Tax Returns that are required to be filed with respect to the Companies and Company Subsidiaries for Pre-Closing Tax Periods and shall pay any Taxes due in respect of such Tax Returns, and the Buyer shall file or cause to be filed when due all Tax Returns that are required to be filed subsequent to the Closing with respect to the Companies and Company Subsidiaries for taxable years or periods beginning and ending after the Closing Date and shall timely pay any Taxes due in respect of such Tax Returns. The Sellers shall have the right to prepare or cause to be prepared all unitary, combined, or consolidated Tax Returns that are required to be filed with respect to the Companies and filed Company Subsidiaries for any Straddle Period. Buyer shall prepare or cause to be prepared any other Straddle Period Tax Returns. Any such Straddle Period Tax Return (regardless of which party prepares it) shall be prepared in a manner consistent with past practices and without a change of any election or accounting method and shall be submitted by the preparing party to the other party (together with schedules, statements and supporting documentation) at least 30 days prior to the due date (including extension of such Tax Return), provided, however, that with respect to sales tax returns, such returns shall be submitted by the preparing party to the other party at least five days prior to the due date. Such other party shall have the right to review all Returns of work papers and procedures used to prepare any such Tax Return solely to the extent that such work papers and procedures relate to the Companies and the Company Subsidiary required Subsidiaries. If such other party, within ten Business Days after delivery of any such Tax Return, notifies the preparing party in writing that it objects to be filed for all Tax Periods ending on or before the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return any of the items in such Tax Return solely to the extent that such items relate to the Companies and or the Company Subsidiary Subsidiaries, the preparing party shall attempt in good faith to resolve the dispute and, if they are unable to do so, the disputed items shall be filed after the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before resolved (within a reasonable time, taking into account the deadline for filing such Tax Return, including extensions. Purchaser shall notify ) by an internationally recognized independent accounting firm chosen by and mutually acceptable to both the Buyer and the Sellers’ Representative in writing if it objects to any portion . Upon resolution of a draft Return within 15 days after all such items, the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such relevant Tax Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly adjusted to reflect such changes. Purchaser resolution and shall cause be binding upon the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a).parties without further 42

Tax Returns. (a) Sellers Following the Closing, the Seller shall prepare or cause to be prepared and filed all Returns of the Companies and the Company Subsidiary required file or cause to be filed all Tax Returns for the Target Companies for all Pre-Closing Tax Periods ending that are not filed on or before the Closing DateDate and shall pay or cause to be paid all Taxes shown as due thereon. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return of the Companies Buyer and the Company Subsidiary Target Companies shall cooperate with the Seller in preparing and filing such Tax Returns, including providing records and information which are reasonably relevant to such Tax Returns, making employees and third-party advisors available on a mutually convenient basis to provide additional information and explanation of any material provided, and signing and delivering to the Seller for filing any Tax Returns prepared in accordance with this Section 8.07 that are required to be filed after signed by Buyer or any Target Company. Buyer and the Closing Date Seller agree that may give rise to any such Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser Returns shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding include as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) an income Tax deduction on or before the end Closing Date (i) the amount of any Transaction Expenses (to the extent such 15amounts are deductible, taking into account the safe harbor contained in IRS Revenue Procedure 2011-day period29), Purchaser (ii) the employer portion of any employment Taxes on any Transaction Expenses, and (z) the Sellers’ Representative shall attempt to mutually resolve amount of any disagreements deferred financing fees written off in good faith regarding such draft Return. Any disagreements regarding connection with the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers transactions contemplated hereby (in accordance with their respective Allocable Portionscollectively for clauses (i) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved(ii), the “Transaction Tax Deductions”); provided, however, that, if in the event that such Returns must Transaction Tax Deductions are required to be filed deferred to a date after the Closing Date as a result of any Tax audit or other Tax proceeding, Buyer shall pay an additional amount to the Seller (on behalf of the Seller) equal to the amount of such Transaction Tax Deductions multiplied by 21%, when such Transaction Tax Deductions are actually realized and received by the Buyer (or any of its Affiliates) in order to avoid a penaltycash or cash equivalents (after first taking into account such Transaction Tax Deductions before taking into account any other items of income, gain, loss, deduction or credit). To the extent not discussed in the immediately preceding sentence, such Tax Returns may shall be filed prepared in a manner consistent with the past practice of the Target Companies, except as prepared otherwise required by applicable Tax Law or changes in facts; provided that, with respect to any particular item, there is at least substantial authority within the meaning of Treasury Regulation section 1.6662-4(d) for such treatment of the item. In the event that the most recent past practice with respect to the treatment of any item does not meet the foregoing standards, the item shall be addressed and reflected in the applicable Tax Return in a manner that is more likely than not correct. The Seller shall provide Buyer with drafts of any such Tax Returns that are Income Tax Returns no later than thirty (with any changes to which the Sellers’ Representative and Purchaser agree 30) days prior to the due date thereof (taking into account any extensions thereof) and shall permit Buyer to review and comment on such Tax Returns. The Seller shall consider in good faith any comments made by Buyer on such Income Tax Returns that are provided by Buyer to the Seller in writing within ten (10) days of filing reflected thereinreceipt of such draft Tax Returns from the Seller. If Buyer and the Seller disagree about whether any such comments should be accepted, the Accounting Firm shall resolve such disagreement in accordance with the provisions of Section 8.07(j) (Dispute Resolution), . The Parties agree and acknowledge that the federal Income Tax Returns of the Target Companies for the Tax period that ends on the Closing Date will include an election under Section 754 of the Code and, if further changes to the extent applicable, an analogous election will be made in each of the state and local Income Tax Returns of the Target Companies for that Tax period. With respect to any such Tax Returns for any Pre-Closing Tax Period that are agreed upon or required by not Income Tax Returns, the Independent Accounting Firm, then Sellers shall amend Seller will provide Buyer with drafts of such Tax Returns promptly no later than fifteen (15) days prior to reflect such changes. Purchaser shall cause the Companies due date thereof (taking into account any extensions thereof) and the Company Subsidiary Seller shall consider in good faith any comments made by Buyer on such Tax Returns that are received in writing by Seller within five (5) days of Buyer’s receipt of such draft Tax Returns. If Buyer and the Seller disagree about whether any such comments should be accepted, the Accounting Firm shall resolve such disagreement in accordance with the provisions of Section 8.07(j) (Dispute Resolution). For avoidance of doubt, this Section 8.07(b) shall apply to cooperate fully any information returns (such as IRS Forms 1099) filed or issued with respect to any Pre-Closing Tax Period of the Target Companies. In the case of any Straddle Period Return of any of the Target Companies, the Seller shall prepare or cause to be prepared the portion of such Straddle Period Return ending on the Closing Date and promptly provide such portion to Buyer for inclusion on such Straddle Period Return, and shall pay or cause to be paid all Taxes allocable to such portion of such Straddle Period Returns ending on the Closing Date, in connection accordance with Sellers’ the preceding provisions of this Section 8.07(b). The cost of the preparation of and these Tax Returns, including the filing cost of all Returns under this Section 11.1(a)tax preparation accounting and return preparation for pre-closing tax period filings, shall be borne by Buyer.

Tax Returns. (a) Sellers shall The Company will prepare and timely file, or cause to be prepared and filed timely filed, at its own expense, all Tax Returns of the Companies Company and its Subsidiaries for all Pre-Closing Tax Periods and Straddle Periods (each, a “Pre-Closing Tax Return”). Each such Pre-Closing Tax Return will be prepared in a manner consistent with past practices employed with respect to the Company and its Subsidiaries, except as otherwise required by applicable Law. With respect to any Pre-Closing Tax Return that is an income Tax Return to be filed prior to the Closing, the Company will use reasonable best efforts to deliver, or cause to be delivered, a draft of such Pre-Closing Tax Return to Parent no later than 30 days prior to the filing due date for such Tax Return (or such shorter period as is reasonable under the circumstances, including to the extent any such Tax Return is due within 30 days of the date hereof) for Parent’s review and comment, and the Company Subsidiary required will make, or cause to be made, any reasonable changes to such Tax Return that are requested by Parent and that are received in writing by the Company no later than ten days prior to such filing due date (or such shorter period as is reasonable under the circumstances), and the Company will not file or cause to be filed for all any such Tax Periods ending on Return without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or before the delayed). With respect to an Pre-Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Tax Return of the Companies and the Company Subsidiary to be filed after the Closing, Parent will deliver, or cause to be delivered, a draft of such Pre-Closing Date that may give rise Tax Return to any Tax liability for which Sellers are not liable under this Agreement not fewer the Representative no later than 30 days before prior to the deadline filing due date for filing such ReturnTax Return for the Representative’s review and comment, including extensions. Purchaser shall notify and Parent will make, or cause to be made, any reasonable changes to such Pre-Closing Tax Return that are requested by the Sellers’ Representative and that are received in writing if it objects by Parent no later than ten days prior to any portion of a draft Return within 15 days after such filing due date (or such shorter period as is reasonable under the draft Return is delivered to Purchaser. If the Sellers’ Representative does circumstances), and Parent will not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may file or cause the Return to be filed and any such Pre-Closing Tax Return without the prior written consent of the Representative (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the forgoing, to the extent supportable at a “should” level of comfort under applicable Tax Law, Parent shall be deemed final and binding treat any Transaction Tax Deductions as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any deductible in a Pre-Closing Tax Period (or portion of the draft Return (specifying in detail Straddle Period ending on the nature of such objectionClosing Date) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required extent permitted by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)applicable Law.

Tax Returns. With respect to Tax Returns (aother than Seller’s income, sales, and employment (IRS Forms 940 and 941 and similar state forms) Sellers Tax Returns which, for the avoidance of doubt, shall be filed by the Seller), Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of with respect to the Companies and the Company Subsidiary Acquired Assets that are required to be filed for all Tax Periods ending on or before by Buyer after the Closing Date. The Sellers’ Representative Seller and Buyer shall deliver cooperate with respect to Purchaser for its review the filing of any Tax Returns required to be filed in the Post-Closing Tax Period which include Pre-Closing Tax Obligations (a “Shared Tax Return”). Buyer shall prepare a draft of each any Shared Tax Return (which, for the avoidance of doubt, do not include Seller’s income and sales Tax Returns) and deliver it to Seller at least 45 days prior to the Companies and due date (including valid extensions) for such Shared Tax Return (except in the Company Subsidiary case of a Tax Return where such 45-day period is not practical, in which case as soon as is reasonably practical). If Seller does not give notice to be filed after the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than Buyer within 30 days before the deadline for filing after receipt from Buyer of such draft Shared Tax Return that Seller disagrees with any part or all of such Shared Tax Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft then such Shared Tax Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) as so proposed by the end of such 15-day period, Sellers may cause the Return to be filed and such Return Buyer shall be deemed final agreed by Seller and binding as between the parties heretoBuyer for purposes of this Section 7.2(b). If Purchaser notifies Seller does give notice of any such objection, then from that time until the Sellers’ Representative that it objects to any portion expiration of 30 days after Seller’s receipt of the draft Shared Tax Return (specifying in detail the nature of such objection) on or before the end of such 15-day periodfrom Buyer, Purchaser Buyer and the Sellers’ Representative Seller shall attempt to mutually resolve any disagreements negotiate in good faith to reach mutual agreement regarding any matters subject to such draft Return. Any disagreements regarding objection, and if Buyer and Seller do reach such agreement within such period, then the draft Returns that are not resolved within an additional 10-day period Shared Tax Return so agreed upon shall be deemed agreed by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date Parties for purposes of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a).7.2

Tax Returns. (a1) Sellers The Company shall prepare, or cause to be prepared prepared, and filed timely file, or cause to be timely filed, all Tax Returns of the Companies and the Company Subsidiary that are required to be filed for all Tax Periods ending on or before the Closing DateDate and pay all Taxes shown as due on such Tax Returns. The Sellers’ Representative All such Tax Returns shall deliver to Purchaser for its review a draft of each Return be prepared in accordance with the most recent past practice of the Companies Company (except as otherwise required by Law). Glorious shall prepare, or cause to be prepared, and timely file, or cause to be timely filed, all Tax Returns of the Company Subsidiary that are required to be filed after the Closing Date Date, subject to review and approval by the Company Shareholder Representative (as defined herein), such approval not to be unreasonably withheld. All such Tax Returns with respect to a Pre-Closing Tax Period or Straddle Period that may give rise are to any Tax liability be prepared and filed by Glorious pursuant to this Section 9.6(1) shall be: (a) prepared and timely filed in a manner consistent with the most recent past practice of the Company and Section 9.6(2) (except as otherwise required by applicable Law); and (b) delivered to the Representative designated by the Company Shareholders (the “Company Shareholder Representative”) for which Sellers are not liable under this Agreement not fewer the Company Shareholder Representative’s review no later than 30 days thirty (30) Business Days before the deadline for filing due date thereof (or, in respect of sales Tax Returns, ten (10) Business Days before the filing due date thereof). If the Company Shareholder Representative approves the Tax Returns, then Glorious shall file or cause to be filed such ReturnTax Returns. If, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 twenty (20) days after the draft Return is delivered to Purchaser. If receipt of the Sellers’ Tax Returns (or, in respect of sales Tax Returns, five (5) Business Days before the filing due date thereof), the Company Shareholder Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative Glorious that it objects to disputes any portion of the draft Return (specifying in detail contents of the nature of such objection) on or before the end of such 15-day periodTax Returns, Purchaser then Glorious and the Sellers’ Company Shareholder Representative shall attempt to mutually resolve any disagreements in good faith regarding their disagreement within five (5) days following the notification of such draft Returndisagreement. Any disagreements regarding If Glorious and the draft Returns that Company Shareholder Representative are not resolved within able to resolve their disagreement, then the dispute shall be submitted to an additional 10-day period accountant mutually agreed to by the Sellers’ parties (the “Settlement Accountant”) as an expert and not an arbitrator, for resolution on at least a more-likely- than-not basis. Glorious and the Representative and Purchaser shall be resolved by use their reasonable efforts to cause the Independent Accounting Firm, whose decision Settlement Accountant to resolve the disagreement within thirty (30) days after the date on which they are engaged or as soon as possible thereafter. The determination of the Settlement Accountant shall be final and whose fees shall be shared equally by Sellers binding on the parties. If the Settlement Accountant is unable to resolve any such dispute prior to the due date (in accordance with their respective Allocable Portionsapplicable extensions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penaltyfor the relevant Tax Return, such Returns may Tax Return shall be filed as prepared by Glorious subject to amendment, if necessary, to reflect the resolution of the dispute by the Settlement Accountant. The cost of the services of the Settlement Accountant shall be borne by the party whose calculation of the matter in disagreement differs the most from the calculation as finally determined by the Settlement Accountant. The Company Shareholder Representative (on behalf of the Company Shareholders) shall pay to Glorious the amount of Taxes due with any changes respect to such Tax Returns prepared by Glorious in each case not less than five (5) days prior the date on which the Sellers’ Representative and Purchaser agree prior applicable Tax is required to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly be remitted to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)a Governmental Authority.

Tax Returns. (a) Sellers The Seller shall be responsible for, and shall cause to be prepared and filed all filed, the Tax Returns of the Acquired Companies with respect to any Straddle Period; provided, however, that the Seller shall prepare all such Tax Returns in accordance with past practice (unless otherwise required by applicable Law). The Seller shall submit all such Tax Returns to the Purchaser no later than thirty (30) days (or in the case of sales Taxes, such shorter period as is practicable, but in no event less than ten (10) days) prior to the due date of such Tax Returns for the Purchaser’s review and comment. The Purchaser and the Company Subsidiary required Seller shall attempt in good faith to be filed for all resolve any disputes within ten (10) days the following the delivery of such Tax Periods ending on or before the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary to be filed after the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered Returns to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt Seller are unable to mutually resolve reach such agreement within ten (10) days, any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser disputed items shall be resolved by the Independent Accounting Firm, whose decision Accountant and any determination by the Independent Accountant shall be final final; provided that if any disputes between Purchaser and whose fees Seller have not been resolved by the due date for filing a Tax Return (giving effect to all available valid extensions), the Purchaser shall file any such Tax Return in the manner prepared by the Seller, and the Tax Return will be shared equally amended if and to the extent necessary to reflect the resolution of any disputed items. Unless required by Sellers (in accordance with their respective Allocable Portions) Law, the Purchaser shall not, and Purchasershall cause the Acquired Companies not to, amend any Tax Return relating to a Pre-Closing Tax Period of such Acquired Company. The Returns Seller shall pay to the Purchaser the portion of any Taxes shown as due on any Tax Return prepared pursuant to this Section 6.03(b) that are subject allocable to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared Pre-Closing Tax Period no less than five (with any changes to which the Sellers’ Representative and Purchaser agree 5) days prior to the due date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and for the filing of all Returns under this Section 11.1(a)such Tax Return.

Tax Returns. (a) Sellers shall The Buyer will cause to be prepared and filed on a timely basis all Tax Returns of for the Companies Corporation and the Company Subsidiary required to be filed for all Tax Periods ending any period which ends on or before the Closing Date and for which Tax Returns have not been filed as of the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return Such Tax Returns will be prepared in accordance with the same methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Companies Tax Returns for the most recent fiscal year end except as otherwise contemplated by this Agreement, to the extent required by a change in circumstance, or to comply with applicable law, and except that such Tax Returns shall, at the option of the Buyer, include an election pursuant to ITA 256(9) to treat the Closing Time as the time of the change of control of the Corporation. The Buyer will also cause to be prepared and filed on a timely basis all Tax Returns for the Corporation and the Company Subsidiary for all Straddle Periods (all these Tax Returns together with the Tax Returns referred to in the first sentence of this Section 6.3 being referred to as “Stub Period Returns”). The Securityholder Representative and the Buyer will co-operate fully with each other and make available to each other in a timely fashion all data and other information as may reasonably be filed after required for the Closing Date preparation of all Stub Period Returns and will preserve that may give rise data and other information until the expiration of any applicable limitation period for maintaining books and records under any applicable Tax Law with respect to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 the Stub Period Returns. The Stub Period Returns shall be submitted by the Buyer to the Securityholder Representative (together with schedules, statements) at least 20 days before prior to the deadline for filing such Return, due date (including extensions) of such Tax Return. Purchaser shall notify If the Sellers’ Securityholder Representative in writing if it objects to any portion of a draft Return item on any Stub Period Return, it shall, within 15 5 days after delivery of such Stub Period Return, notify the draft Return is delivered Buyer in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, the Buyer and the Securityholder Representative shall negotiate in good faith and use their reasonable best efforts to Purchaserresolve such items. If the Sellers’ Buyer and the Securityholder Representative does not receive a written objection (specifying in detail are unable to reach such agreement within 5 days after receipt by the nature Buyer of such objection) by notice, the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser disputed items shall be resolved by the Independent Accounting Firm, whose decision Accountant and any determination by the Independent Accountant shall be final final, conclusive and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) binding upon the Parties and Purchasernot subject to appeal. The Returns that are subject Independent Accountant shall resolve any disputed items within 5 days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disagreement disputed items before the due date for such Stub Period Return, the Stub Period Return shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with by Buyer and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally by the Buyer, on the one hand, and Sellers, on the other hand. The preparation and filing of any changes Tax Return of the Corporation or the Subsidiary that does not relate to a pre-Closing Date Tax period shall be exclusively within the control of the Buyer. The Buyer and the Securityholder Representative will file all Tax Returns on the basis that from a tax perspective the Closing Date shall be the date upon which the Sellers’ Representative and Purchaser agree prior to acquisition of control of the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)Corporation occurred.

Tax Returns. (a) Sellers The Sellers’ Representative shall timely prepare and file or cause to be prepared and filed all Tax Returns of the Companies and the Company Subsidiary required to be filed their Subsidiaries for all Tax Periods periods ending on or before the Closing Date. The Such Tax Returns shall be prepared in a manner consistent with prior practice of the Companies and their Subsidiaries except as otherwise required by Law or regulation or otherwise agreed to in writing by the Buyer. Prior to the filing of any such Tax Return that was not filed before the Closing Date, the Sellers’ Representative shall deliver to Purchaser for its review provide the Buyer with a substantially final draft of each such Tax Return of at least fifteen (15) Business Days prior to the Companies and the Company Subsidiary to be filed after the Closing Date that may give rise to any due date for such Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser The Buyer shall notify the Sellers’ Representative in writing if it objects of any objections that the Buyer may have to any portion of a items set forth in any such draft Tax Return within 15 days after five (5) days, and the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser Buyer and the Sellers’ Representative shall attempt agree to mutually consult and resolve any disagreements in good faith regarding any such draft Returnobjection. Any disagreements regarding If the draft Returns that Buyer and the Sellers’ Representative are not resolved unable to reach such agreement within an additional 10-day period five (5) days after receipt by the Sellers’ Representative and Purchaser of such notice, the disputed items shall be resolved by the Independent Accounting Firm, whose decision Referee and any determination by the Accounting Referee shall be final and whose binding on the parties. The Accounting Referee shall resolve any disputed items within five (5) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Accounting Referee shall be shared borne equally by Sellers (in accordance with their respective Allocable Portions) the Buyer and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to Representative. For the date avoidance of filing reflected therein)doubt, andthe Sellers may use each Company’s existing Tax preparation firm, if further changes are agreed upon or required any other Tax preparation firm selected by them. The Buyer shall reasonably cooperate with the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of such Tax Returns and the filing execution of all such Tax Returns under this Section 11.1(a)by the Companies, as applicable.

Tax Returns. (a) Sellers Acquiror shall prepare and file, or shall cause to be prepared and filed filed, all Tax Returns of the Companies and the Company Subsidiary required to be filed for any Tax period ending on or before the Closing Date (the “Pre-Closing Tax Period”) which are filed after the Closing Date (including any delinquent property and other Tax Returns), and timely pay all Taxes shown as due on such Tax Returns, subject to Acquiror’s right to indemnification for Pre-Closing Taxes hereunder; provided that Acquiror shall provide each such Tax Return to the Securityholders’ Representative for review and comment at least fifteen (15) Business Days prior to the date on which such Tax Return is to be filed, shall make any revisions as are reasonably requested by the Securityholders’ Representative to each such Tax Return and shall not file or cause to be filed any such Tax Return without the prior written consent of the Securityholders’ Representative (such consent not to be unreasonably withheld, conditioned or delayed). Any amount of Pre-Closing Taxes shown on such Tax Returns which is not reflected on the Closing Certificate and not taken into account in computing finally determined Company Net Working Capital shall be funded from the Indemnity Escrow Account (if available). Acquiror shall prepare and file, or shall cause to be prepared and filed, all Tax Periods ending Returns of the Company to be filed for any Tax period of the Company that includes (but does not end on) the Closing Date (a “Straddle Period”); provided that Acquiror shall provide each such Tax Return to the Securityholders’ Representative for review and comment at least fifteen (15) Business Days prior to the date on which such Tax Return is to be filed, shall make any revisions as are reasonably requested by the Securityholders’ Representative to each such Tax Return and shall not file or cause to be filed any such Tax Return without the prior written consent of the Securityholders’ Representative (such consent not to be unreasonably withheld, conditioned or delayed). Any amount of Pre-Closing Taxes shown on such Tax Return which is not reflected on the Closing Certificate and not taken into account in computing finally determined Company Net Working Capital shall be funded from the Indemnity Escrow Account (if available) not later than five (5) Business Days before the filing of any such Tax Return for a Straddle Period. All Tax Returns described in this Section 5.8(b) shall be prepared in a manner that is consistent with the past practice of the Company, except as required by applicable Legal Requirements. The parties hereto agree that any Tax Return that includes the Closing Date shall reflect, without limitation, any allowable deduction attributable to amounts paid or properly accrued by the Company on or before the Closing Date. The Sellers’ Representative Except as required by applicable Legal Requirements, Acquiror and the Surviving Corporation shall deliver not file, or cause to Purchaser be filed, any restatement or amendment of, modification to, or claim for its review a draft of each refund relating to, any Tax Return of the Companies and the Company Subsidiary for any Tax period that begins prior to be filed after the Closing Date that may give rise to any (regardless of whether such Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree periods ends prior to the date Closing Date) without the prior written consent of filing reflected therein)the Securityholders’ Representative (such consent not to be unreasonably withheld, and, if further changes are agreed upon conditioned or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(adelayed).

Tax Returns. (a) Sellers Following the Closing, the Seller shall prepare or cause to be prepared and filed all Returns of the Companies and the Company Subsidiary required file or cause to be filed filed, at the expense of Seller, all Tax Returns for the Group Companies for all Tax Periods ending on or before prior to the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary Date that are required to be filed after the Closing Date that may give rise Date. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to any review and comment on such Tax liability for which Sellers are not liable under this Agreement not fewer than Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 days before prior to the deadline due date for filing such Return, (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. Purchaser Buyer shall notify promptly reimburse Seller for (i) Taxes due on such Tax Returns to the Sellers’ Representative extent, if any, that such Taxes are included in writing if it objects the final calculation of Indebtedness or Net Working Capital and (ii) accruals for such Taxes included in the final calculation of Indebtedness or Net Working Capital to any portion of a draft the extent that such accruals exceeded the actual Taxes paid on such Tax Returns (determined independently for each such Tax Return within 15 days after to the draft Return is delivered to Purchaserextent possible). If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Sellers’ Representative does not receive Group Companies (or any representative of the foregoing), Seller will provide Buyer with a written objection (specifying in detail the nature copy of such objection) by Tax Return reasonably in advance of the end of such 15-day period, Sellers may cause the Return to be filed due date thereof and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative Buyer agrees that it objects to any portion of the draft will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a penaltymanner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns may be filed as prepared (together, with any changes schedules, statements and, to which the Sellers’ Representative and Purchaser agree extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers such Tax Returns and shall amend revise such Tax Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary any reasonable comments made by Seller prior to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Section 11.1(a)Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller.

Tax Returns. The Company shall (ai) Sellers shall prepare and file or cause to be prepared and filed when due (taking into account valid extensions) all Tax Returns of the Companies Company and the Company Subsidiary Subsidiaries that are required to be filed for all Tax Periods ending on or after the Agreement Date and on or before the Closing DateDate and shall remit (or cause to be remitted) any Taxes due in respect of such Tax Returns and (ii) provide or make available to Buyer copies of all Tax Returns that are to be filed by the Company or any of the Subsidiaries after the Agreement Date and prior to the Closing Date no later than ten (10) Business Days prior to being due (taking into account valid extensions). The Sellers’ Representative Company shall deliver permit Buyer to Purchaser review and comment on each such Tax Return prior to filing it, and shall reasonably and in good faith consider such revisions to such Tax Returns as are requested by Buyer. Except as otherwise provided in this Section 5.13, Buyer shall file or cause to be filed when due (taking into account valid extensions) all Tax Returns of the Company and the Subsidiaries for its review a draft any Tax period ending after the Closing Date, and Buyer shall remit (or cause to be remitted) any Taxes due in respect of each such Tax Returns. In the case of any Tax Return of the Companies and Company or the Company Subsidiary Subsidiaries with respect to be any Pre-Closing Tax Period that is filed after the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such ReturnDate, including extensions. Purchaser Buyer shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objectioni) by the end of such 15-day period, Sellers may prepare and file or cause the Return to be prepared and filed when due such Tax Returns, and (ii) submit such Tax Returns to the Sellers for their review and comment on each such Tax Return prior to filing it no later than ten (10) Business Days prior to filing it. Buyer shall be deemed final provide the Sellers with a reasonable time for such review and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day periodcomment, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements reasonably and in good faith regarding consider such draft Returnrevisions to such Tax Returns as are requested by Sellers. Any disagreements regarding Tax Return of the draft Returns that are not resolved within an additional 10Company or the Subsidiaries with respect to any Pre-day period by the Sellers’ Representative and Purchaser Closing Tax Period shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (prepared in all material respects in accordance with their respective Allocable Portionsapplicable Law and the past practices of the Company or relevant Subsidiary. Other than with respect to Tax Returns for Straddle Periods, three (3) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree days prior to Buyer filing such Tax Returns, the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend pay to Buyer any Tax liabilities which are shown as due and owing on such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)Tax Returns.

Tax Returns. (a) Sellers The Seller Representative shall prepare or cause to be prepared and filed all Pre-Closing Income Tax Returns of the Companies Company Consolidated Group. Except to the extent otherwise required by applicable Law, all such Pre-Closing Income Tax Returns described in this Section 5.12(b) shall be prepared on a basis consistent with (i) this Section 5.12 and (ii) past practice (including past practice with respect to the Company Subsidiary required Specified Tax Item). Not later than sixty (60) days prior to be filed the due date for all filing any such Pre-Closing Income Tax Periods ending on or before Return (including applicable extensions), the Closing Date. The Sellers’ Seller Representative shall deliver a draft of such Pre-Closing Income Tax Return and a calculation of the amount of Final Company Taxes, if any, with respect to Purchaser such Pre-Closing Income Tax Return, together with all supporting documentation and workpapers, to Parent for its review a draft and reasonable comment. Within thirty (30) days of each such delivery, Parent shall deliver written notice to the Seller Representative specifying any objections Parent has with respect to any items in such Pre-Closing Income Tax Return (or accompanying calculation of Final Company Taxes, if any), which written notice shall provide reasonable detail with respect to any such item to which Parent objects. Any such item in the Companies Pre-Closing Income Tax Return (or accompanying calculation of Final Company Taxes, if any) to which Parent does not timely object in accordance with the immediately preceding sentence shall be final, conclusive and binding on the Parties. Parent and the Company Subsidiary to be filed after the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Seller Representative shall attempt to mutually resolve any disagreements negotiate in good faith regarding to resolve any disputes with respect to any such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (items to which Parent has timely objected in accordance with their respective Allocable Portionsthis Section 5.12(b) and Purchaserany such disputes that remain unresolved twenty (20) days prior to the due date for filing any such Pre-Closing Income Tax Return (including applicable extensions) shall be referred to the Accounting Firm for resolution (which resolution shall be final, conclusive and binding on the Parties and, except with respect to any dispute related to the Specified Tax Item, shall reflect a “more likely than not” level of confidence of the Accounting Firm). The Returns that are subject costs and expenses of the Accounting Firm shall be borne by the Parties in a manner similar to any disagreement the principles set forth in Section 2.4(b)(ii). Parent will cause such Pre-Closing Income Tax Return (as finalized in accordance with this Section 5.12(b)) to be timely filed and will provide a copy thereof to the Seller Representative. Parent shall not be filed until (and shall not permit any of its Affiliates to) amend, refile or otherwise modify any Tax Return of any Group Company without the prior written consent of the Seller Representative if such disagreement is resolvedamendment, refiling or modification would (i) reduce the amount payable to, or increase the amount payable by, any Shareholder pursuant to this Agreement (including, without limitation, pursuant to Section 5.12(d), Section 5.13 and Section 5.14), (ii) have a material and adverse impact on any Shareholder (or any Affiliate thereof) or (iii) affect the Specified Tax Item; provided, however, that, that the prior written consent of the Seller Representative shall not be required if such Returns must be filed Parent consults with the Seller Representative in order to avoid a penalty, such Returns may be filed as prepared writing at least thirty (with any changes to which the Sellers’ Representative and Purchaser agree 30) days prior to the date on which such amendment, refiling or modification is due under applicable Law and Seller Representative does not, within fifteen (15) days of filing reflected thereinreceipt, provide to Parent a written response describing in reasonable detail why any such amendment, refiling or modification would result in any of the effects described in any of the immediately foregoing clauses (i), and, if further changes are agreed upon (ii) or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a(iii).

Tax Returns. (ai) Sellers Seller shall prepare and file or cause to be ----------- prepared and filed when due (or if presently overdue, as soon as reasonably possible) all Tax Returns that are required to be filed by or with respect to either Company or any Subsidiary, or any predecessor thereof, for Pre-Closing Tax Periods and shall remit any Taxes due in respect of such Tax Returns, and Buyer shall prepare and file or cause to be prepared and filed when due all Tax Returns of the Companies and the Company Subsidiary that are required to be filed by or with respect to either Company or any Subsidiary for all Post-Closing Tax Periods ending on or before and Straddle Periods and shall remit any Taxes due in respect of such Tax Returns. Seller's indemnity obligation under Section 11.1(a) in respect of Taxes for a Straddle Period shall initially --------------- be effected by its payment to the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return Companies of the excess of (a) such Taxes for the Pre-Closing Tax-Period over (b) the amount of such Taxes paid by all Seller Group Members-at any time. Such excess initially shall be paid to the Companies and the Company Subsidiary to be filed after the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer no later than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date on which the Tax Return with respect to the final liability for such Taxes is required to be filed. If the amount of filing reflected therein)such Taxes paid by all Seller Group Members exceeds the amount payable pursuant to the preceding sentence, and, if further changes are agreed upon or the Companies shall pay to Seller the amount of such excess within 30 days after the Tax Return with respect to the final liability for such Taxes is required by the Independent Accounting Firm, then Sellers to be filed. The payments to be made pursuant to this Section 11.6(a)(i) with respect to a Straddle Period shall amend such Returns promptly be appropriately ------------------ adjusted to reflect such changes. Purchaser any final determination (which shall cause include the Companies and the Company Subsidiary execution of Form 870-AD or successor form) with respect to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)Straddle Period Taxes.

Tax Returns. (a) Sellers Seller shall prepare or shall cause to be prepared and filed all Returns (i) any Combined Tax Return that includes Seller or any of its Affiliates, on the Companies one hand, and the Company Subsidiary Company, on the other hand, and (ii) any Tax Return (other than any Combined Tax Return described in (i)) that is required to be filed by or with respect to the Company for all Tax Periods ending any taxable period that ends on or before the Closing DateDate (a “Pre-Closing Separate Tax Return”). The Sellers’ Representative Seller shall deliver timely file or cause to be filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). Pre-Closing Separate Tax Returns shall be prepared in accordance with law and with the past practices of the Company. Seller shall deliver, or shall cause to be delivered, to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date that may give rise at least thirty (30) days prior to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline due date for filing such ReturnTax Returns (taking into account any extensions), including extensionsand Purchaser shall timely file or cause to be filed such Tax Returns. Purchaser shall notify not amend or revoke any Combined Tax Return or any Pre-Closing Separate Tax Return (or any notification or election relating thereto), unless required by law, without the Sellers’ Representative in writing if it objects to any portion prior written consent of a draft Return within 15 days after the draft Return is delivered to PurchaserSeller, which consent shall not be unreasonably withheld, conditioned or delayed. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day periodAt Seller’s reasonable request, Sellers may Purchaser shall file, or cause the Return to be filed filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to filing of any portion of the draft Return (specifying Tax Returns described in detail the nature of such objection) on or before the end of such 15-day periodthis Section 8.3(a), Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall use commercially reasonable efforts to prepare (or cause to be resolved prepared) such information in a manner and on a timeline requested by the Independent Accounting FirmSeller, whose decision which information and timeline shall be final and whose fees shall be shared equally by Sellers (in accordance consistent with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to past practice of the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)Company.

Tax Returns. Buyer shall timely prepare and file the Straddle Period Tax Returns (a) Sellers as defined below). Seller shall be responsible for all Taxes for periods prior to the Closing Date. Buyer acknowledges that the 2014 Taxes have not been accrued or otherwise reflected in the Financial Statements. Buyer shall deliver, or cause to be delivered, any such Straddle Period Tax Returns to the Seller for review and comment at least thirty (30) business days prior to the due date for filing thereof. Buyer shall accept any reasonable written comments received from the Seller with respect to such Straddle Period Tax Returns at least fifteen (15) business days prior to the due date of any such tax returns. Buyer and the Seller shall attempt in good faith to agree to any comments by the Seller and, if Buyer and the Seller cannot agree to any such comments within ten (10) business days prior to the due date of any such tax return, such Straddle Period Tax Return shall be submitted to an independent accounting firm mutually acceptable to Buyer and Seller for resolution and, if Buyer and Seller cannot agree on the selection of such independent accounting firm, each of Buyer and the Seller shall select a recognized national or regional independent accounting firm and the two independent accounting firms so selected shall select a third independent accounting firm that is independent, Buyer and the Seller and the Straddle Period Tax Returns shall be submitted to such third independent accounting firm for resolution. The fees and expenses of the accounting firm to which such Straddle Period Tax Return have been submitted for resolution shall be borne by the Buyer. All Tax Returns shall be prepared and filed all Returns in a manner that is consistent with the past practices of Stock Purchase Agreement page 11 of 30 the Company unless (i) the party required to prepare the Tax Return obtains a written opinion of its tax advisor that such past practice is not more likely than not to be successfully defended in a judicial or administrative proceeding, (ii) such past practice resulted in an adjustment by a taxing authority, or (iii) otherwise required by law. No party shall amend any Tax Return (as hereinafter defined) of the Companies and Company or covering the operations of Company Subsidiary required to be filed for all Tax Periods any taxable period ending on or before the Closing Date. The Sellers’ Representative shall deliver prior to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary to be filed after the Closing Date in any manner that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before would adversely affect the deadline for filing such Returnother party without, including extensions. Purchaser shall notify in each case, the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion consent of the draft Return other party (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement which consent shall not be filed until such disagreement is resolved; providedunreasonably withheld, howeverdelayed, that, if such or conditioned). "Straddle Period Tax Returns" means any Tax Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (for any Taxes with any changes to which the Sellers’ Representative and Purchaser agree prior respect to the date of filing reflected thereinCompany for a Straddle Period (as defined below). "Straddle Period" means with respect to taxes, andthe tax period that begins on January 1, if further changes are agreed upon or required by the Independent Accounting Firm2014, then Sellers shall amend such Returns promptly to reflect such changesand ends on December 31, 2014. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a).10.3

Tax Returns. (a) Sellers shall cause be responsible for the timely preparation and filing (without extension, unless otherwise agreed by Purchaser in writing) of all federal, state, and local Tax Returns covering or for (or based upon income received or realized during) all periods prior to and including the Closing Date, except that, if Closing occurs, Purchaser shall be responsible for the timely preparation and filing of the federal income tax returns of the Company for calendar year 2000 and ensuing years and the Texas state franchise tax returns of the Company due on or before May 15 of 2001 and ensuing years. Sellers shall prepare all such Tax Returns for which it is responsible in accordance with applicable law and shall submit such Tax Returns to the Company and Purchaser for their review and concurrence at least ten (10) business days prior to filing. If, after the Closing Date, any applicable taxing authority shall determine there to be prepared a deficiency in the amount of any federal, state, or local Tax paid or payable by the Company which is not reserved for or reflected on the Final Balance Sheet and filed all Returns which relates to any period prior to the Closing Date, Sellers shall be fully responsible for the payment of any such deficiency. Following Closing, if any Tax Return covering a period of time prior to the Companies Closing Date shall be audited by an applicable taxing authority, the Company shall promptly notify Sellers of such audit. Purchaser and the Company Subsidiary required shall have primary authority to be filed for conduct all discussions and negotiations with applicable taxing authorities regarding each such audited Tax Periods ending on or before Return as it may relate to periods prior to the Closing Date, but Sellers shall have the right to participate in all such discussions and negotiations. The Sellers’ Representative Company shall deliver have exclusive authority to Purchaser for its review a draft of each Return of the Companies conduct all discussions and the Company Subsidiary negotiations with applicable taxing authorities regarding Tax Returns relating to be filed periods from and after the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between solely responsible for the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing payment of all Returns under this Section 11.1(a)Taxes attributable to such periods.

Tax Returns. (a) Sellers Sellers’ Representative shall prepare or cause to be prepared and filed all Tax Returns of the Companies and the any member of Company Subsidiary required Group with respect to be filed Flow-Through Income Taxes for all any Tax Periods period ending on or before the Closing Date. The Date and all Seller Consolidated Returns (collectively, the “Sellers’ Representative Prepared Returns”). Purchaser shall deliver prepare or cause to Purchaser for its review a draft be prepared all Tax Returns of each Return any member of the Companies Company Group with respect to Company Taxes for all Pre-Effective Time Periods and the Company Subsidiary Straddle Periods, in each case, that are required to be filed after the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer Date, other than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative Prepared Returns (collectively, “Purchaser Prepared Returns”). Each Purchaser Prepared Return and Seller Consolidated Return shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable Laws. Purchaser shall, reasonably in writing if it objects to advance of the due date of each Purchaser Prepared Return (taking into account any portion of applicable extensions), deliver a draft Return within 15 days after the draft Return is delivered of such Purchaser Prepared Return, together with all supporting documentation and workpapers, to Purchaser. If the Sellers’ Representative does not receive for its review and comment, and Purchaser will cause such Purchaser Prepared Return (as revised to incorporate Sellers’ Representative’s reasonable comments) to be timely filed and provide a written objection (specifying in detail the nature of such objection) by the end of such 15-day periodcopy thereof to Sellers’ Representative. Without limiting Purchaser’s right to indemnity under Section 13.2, Sellers may Purchaser shall, or shall cause the Return applicable members of the Company Group to, pay or cause to be filed paid all Taxes shown as due and owing on such Return Tax Returns to the appropriate Governmental Authority and Sellers shall reimburse Purchaser for the amount of any such Taxes that are Pre-Effective Time Company Taxes within ten (10) days after such payment (but only to the extent such Pre-Effective Time Company Taxes have not been taken into account as a reduction in the Unadjusted Purchase Price pursuant to Section 2.4 or Section 2.7, was economically borne by Sellers pursuant to Section 11.1(c), or was a Transfer Tax borne by Sellers pursuant to Section 11.2). For the purposes of preparing all Tax Returns with respect to Flow-Through Income Taxes, all Transaction Costs (regardless of whether included in the calculation of Effective Time Working Capital) shall be deemed final and binding treated as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) accruing on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or Closing Date unless otherwise required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)applicable Tax Law.

Tax Returns. (ai) Sellers Acquiror shall prepare, or cause to be prepared and filed prepared, all Tax Returns in respect of the Companies and the Company Subsidiary required to be filed for all Tax Periods taxable periods ending on or before prior to the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary to be filed Date that are first due after the Closing Date that may give rise to any (each, a “Pre-Closing Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing Return”). Any such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15Pre-day period, Sellers may cause the Return to be filed and such Return Closing Tax Returns shall be deemed final and binding as between prepared by treating items on such Tax Returns in a manner consistent with the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion past practices of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day periodCompany, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period except as required by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolvedapplicable Law; provided, however, that, if such that all Transaction Tax Deductions shall be reported on the income Tax Returns must be filed in order of the Company for the taxable period(s) ending on the Closing Date to avoid a penalty, such Returns may be filed as prepared the maximum extent permitted by applicable Law. At least twenty (with any changes to which the Sellers’ Representative and Purchaser agree 20) Business Days prior to the due date any such Pre-Closing Tax Return that is an income Tax Return and at least ten (10) Business Days prior to the due date of filing reflected thereinany other such Pre-Closing Tax Return (or as soon as practicable if such Tax Return is due less than thirty (30) days following the Closing Date), andAcquiror shall provide a draft of such Pre-Closing Tax Return to the Company Stockholder Representative for its review and consent (not to be unreasonably withheld, if further changes are agreed upon conditioned or required by delayed). If the Independent Accounting FirmCompany Stockholder Representative objects to any item on any such Pre-Closing Tax Return, then Sellers it shall, within twenty (20) days after delivery of such Pre-Closing Tax Return (or five Business Days after with respect to non-income tax Tax Returns), notify Acquiror in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies be duly delivered, Acquiror and the Company Subsidiary Stockholder Representative shall negotiate in good faith and use their reasonable best efforts to cooperate fully resolve such items. The Company Holders shall pay to the Company all Pre-Closing Taxes of the Company shown as due and promptly in connection with Sellers’ preparation of and the filing of payable on all Pre-Closing Tax Returns under prepared pursuant to this Section 11.1(a6.05(b)(i) (including pursuant to Section 6.05(b)(iii), as applicable) upon receipt of written request of Acquiror no later than five (5) business days prior to the due date for paying such amount of Taxes to the relevant Governmental Authority. Acquiror will cause the Company to timely and properly file all Pre-Closing Tax Returns prepared pursuant to this Section 6.05(b)(i) (including pursuant to Section 6.05(b)(iii), as applicable).

Tax Returns. (a) Sellers The Company Shareholders and the Shareholder Representative shall prepare, or shall cause to be prepared and filed prepared, all Tax Returns of the Companies and the Company Subsidiary required to be filed by the Company or any of its Subsidiaries which reflect items of income, gain, deduction or loss that are reported on the Tax Returns of the Company Shareholders or any other owner of the Company for all any Tax Periods period ending on or before the Closing DateDate regardless of when due (such Tax Returns, the “Flow-Through Returns”). The Sellers’ For the avoidance of doubt, the Company Shareholders (or such other owner of the Company) shall pay all Taxes due with respect to any items of income or gain of the Company reflected on such Flow-Through Returns. Such Flow-Through Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, except as required by Applicable Law (the “Past Practice Requirement”). At least ten Business Days prior to the due date (taking into account any extensions) for filing any such Flow-Through Return, the Shareholder Representative shall deliver submit a copy of such Flow-Through Return to Purchaser Parent for its review a draft of each Return of the Companies and the Company Subsidiary comment (such comments being limited to be filed after the Closing Date ensuring that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Flow-Through Return is delivered to Purchaser. If prepared in a manner consistent with the Sellers’ Representative does not receive a written objection (specifying terms of this Agreement, the Past Practice Requirement and Applicable Law) and shall consider comments in detail the nature of such objection) by the end of such 15-day periodgood faith, Sellers may cause the Return to be filed and such Flow-Through Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until without the consent of Parent (not to be unreasonably withheld) in the event such disagreement is resolvedFlow-Through Return would reasonably be expected to cause a material adverse Tax consequence to Parent or its Affiliates in a period beginning on or after the Closing Date. For the avoidance of doubt, from and after the Closing, Parent and the Company shall be responsible for the timely preparation of any Tax Returns of the Company and its Subsidiaries other than Flow-Through Returns and the payment of any Taxes with respect to such Tax Returns; provided, however, thatthat the Company Shareholders shall pay the portion of any such Taxes on such Tax Returns that are payable by the Company Shareholders under (and in satisfaction of) the indemnification provisions in Article 11. After the Closing, if such without the consent of the Shareholder Representative not to be unreasonably withheld, neither Parent nor any of its Affiliates shall amend any Flow-Through Returns must be filed in order or any other Tax Return of the Company or its Subsidiaries relating to avoid a penalty, such Returns may be filed as prepared period (with any changes to which the Sellers’ Representative and Purchaser agree or portion thereof) ending on or prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changesClosing Date. Purchaser shall cause the Companies The Company Shareholders and the Company Subsidiary Shareholder Representative shall have the right, at their sole cost and expense, to cooperate fully control any audit, examination or other proceeding with respect to Flow-Through Returns and promptly may make all decisions taken in connection with Sellers’ preparation of such control; provided, that the Company Shareholders and the filing Shareholder Representative shall not settle any such audit, examination or other proceeding without the consent of all Returns under this Section 11.1(a)Parent not to be unreasonably withheld.

Tax Returns. (a) Sellers To the extent not prepared and filed in advance of the Closing Date, Seller shall prepare and file or cause to be prepared and filed all Tax Returns with the appropriate federal, state, local and foreign Tax authorities relating to the Acquired Companies for periods ending on or prior to the Closing Date. All such Tax Returns shall be prepared in accordance with past practice, unless otherwise required by applicable Law. Seller shall allow Buyer to review and comment upon without undue delay any Tax Return prepared by Seller pursuant to this §9.1 at any time during the twenty (20) day period immediately preceding the filing of the Companies such Tax Return, and the Company Subsidiary Seller shall consider any such comments in good faith. Buyer shall prepare and file, or cause to be prepared and filed, all Straddle Tax Returns required to be filed for all by the Acquired Companies and Buyer shall cause the Acquired Companies to pay the Taxes shown to be due thereon. Buyer shall allow Seller to review and comment upon without undue delay any Tax Periods Return prepared by Buyer pursuant to this §9.1 at any time during the twenty (20) day period immediately preceding the filing of such Tax Return, and Buyer shall consider any such comments in good faith. Upon completion of the respective Tax Returns attributable to the periods ending on or before the Closing Date. The Sellers’ Representative shall deliver prior to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary to be filed after the Closing Date that and the Straddle Tax Returns, (a) if the Pre-Closing Taxes due with respect to such Tax Returns exceed the Pre-Closing Taxes included as “Closing Company Indebtedness” in the Final Statement, Seller shall promptly pay such excess to the Buyer; and (b) if the Pre-Closing Taxes due with respect to such Tax Returns are less than the Pre-Closing Taxes included as “Closing Company Indebtedness” in the Final Statement, Buyer shall promptly pay to Seller any such difference; provided, that, Seller or Buyer (as the case may give rise be) may set off any such payment to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects other Party against amounts payable to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) them by the end other Party pursuant to Section 3.3 that not actually been received by such Party. The amount of such 15-day period, Sellers may cause Taxes reflected in the Return to be filed and such Return Final Statement shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects adjusted to reflect any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt payments with respect to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (Taxes in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date §9 for purposes of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)§8 hereof.

Tax Returns. Any Tax Return to be prepared pursuant to the provisions of this Section 5.3(b) shall be prepared in a manner consistent with practices followed in prior years with respect to similar Tax Returns, except for changes required by changes in applicable Tax Laws. The following provisions shall govern the allocation of responsibility as between the Parties for certain Tax matters: (ai) Sellers Seller shall prepare or cause to be prepared and file or cause to be filed all any Tax Returns of each Sale Entity for all Pre-Closing Tax Periods (other than a Straddle Period) regardless of when they are to be filed (each, a “Seller Return”). With respect to any Seller Return that is a Non-Income Tax Return (each, a “Seller Non-Income Return”) filed after the Companies Closing Date, Seller shall deliver to Buyer for its review and comment a copy of such Seller Non-Income Return for its review as soon as reasonably possible. Seller shall reasonably consider any comments provided by Buyer with respect to such Seller Non-Income Return. In no event will Buyer or any Affiliate of Buyer have any rights or access to any Tax Return or other Tax information of Seller’s Affiliated Group that does not relate to the Company Subsidiary Sale Entities, including, for the avoidance of doubt, any Seller Consolidated Tax Return (other than pro forma returns or separate company returns of the Sale Entities, which Buyer reasonably requests). Buyer shall, and shall cause each Sale Entity to, authorize and direct their respective officers to execute any and all Seller Returns required to be filed by Seller pursuant to this Section 5.3(b)(i). Seller shall timely remit or cause to be remitted to the applicable Governmental Authority (or shall pay to Buyer at least three (3) days prior to the due date for remittance to the applicable Governmental Authority) any Taxes due in respect of any Seller Return (the “Seller Pre-Closing Taxes”); provided that Seller Pre-Closing Taxes shall not include Taxes that are taken into account in the calculation of the Working Capital. For the avoidance of doubt, Seller Pre-Closing Taxes shall include any payments of estimated Taxes due with respect to any such Seller Return. (ii) Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of each Sale Entity for all Tax Straddle Periods ending (each, a “Buyer Return”). Buyer shall deliver to Seller any such Buyer Return for Seller’s review at least thirty (30) days before the date on which such Buyer Return is required to be filed, or before as soon as reasonably possible if the Buyer Return is required to be filed within ninety (90) days following the Closing Date. The Sellers’ Representative Seller shall deliver to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary to be filed after the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Buyer Return within 15 twenty (20) days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature delivery of such objection) by the end of such 15-day period, Sellers may cause the Buyer Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a).as

Tax Returns. (a) Sellers shall will be responsible for and will cause to be prepared all Tax Returns for members of the Company Group and will cause to be prepared and/or filed all consolidated, combined or unitary Tax Returns of the Companies and the Company Subsidiary required to be filed that include any such member for all Tax Periods ending taxable periods beginning on or before the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of , in each Return of case if the Companies and the Company Subsidiary to be filed after the Closing Date that may give rise to matters reflected on such Tax Returns could affect any Tax liability of the Sellers, their direct or indirect owners, or their Affiliates for which any period. All Tax Returns that are to be prepared and/or filed by Sellers are pursuant to this paragraph shall be prepared in a manner consistent with past practices and shall be submitted to the Buyers not liable under this Agreement not fewer later than 30 days before prior to the due date (as extended, if applicable) for filing of such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date). If the Buyers, within 15 days after delivery of any such Tax Return, notify Sellers that they object to any item in such Tax Return, the parties shall attempt in good faith to resolve the dispute and, if they are unable to do so, any disputed item shall be resolved (within a reasonable time, taking into account the deadline for filing such Tax Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by a nationally recognized Independent Accounting Firm chosen by both the end Buyers and Sellers. Upon resolution of such 15-day periodall disputed items, Sellers may cause the Return to be filed and such relevant Tax Return shall be deemed final and binding as between filed on that basis by the parties hereto. If Purchaser notifies Buyers or the Sellers’ Representative that it objects to any portion , as applicable. The costs, fees and expenses of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision Firm shall be final and whose fees shall be shared borne equally by Buyers on the one hand and Sellers on the other. For the avoidance of doubt, nothing in this Section 8.4(a) shall require Sellers to deliver to Buyers, or permit Buyers to review or approve, any income or franchise Tax Returns of Sellers (in accordance with or their respective Allocable Portionsdirect or indirect owners) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to on which the Sellers’ Representative and Purchaser agree prior to the date operations of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend a Company Group member that is a disregarded entity for such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)Tax purposes is included.

Tax Returns. (ai) Sellers The Securityholders shall prepare or cause to be prepared any Tax Returns of the Company that relate to any Tax period ending on or before the Closing that are due after the Closing Date. All such Tax Returns shall be prepared on a basis that is consistent with past practice, except to the extent such basis is inconsistent with applicable Law. Notwithstanding the foregoing, the Securityholders shall cause the Company to elect and qualify to be taxed as a REIT including by filing the necessary forms to make any election under Section 856(c)(1) to be taxed as a REIT for the Company's taxable year ending at the Closing Date by timely and properly filing IRS Form 1120-REIT. The Securityholders shall provide drafts of any such Tax Returns to Parent at least thirty (30) days prior to the due date of such Tax Returns. Parent shall have the right to review and provide comments to the Securityholders with respect to such Tax Returns, and the Securityholders shall accept all reasonable comments to the Tax Returns provided by Parent. In the event that the Securityholders do not accept any proposed comments of Parent, the parties shall work together and cooperate to resolve any dispute regarding such Tax Returns and proposed comments and if the parties are unable to mutually agree on a resolution, the inclusion of such proposed comments to the Tax Returns will be determined by a mutually agreeable third-party arbitrator, the cost of such arbitrator to be shared equally between Parent and the Securityholders. The Securityholders shall be responsible for, and shall promptly pay to the Surviving Company, all Taxes payable by the Company with respect to the Company and its assets and any of its subsidiaries attributable to any Tax period ending on or before the Closing upon request of the Surviving Company; provided, however, that such payment shall not include any Taxes included as a liability in the computation of Undisclosed Liabilities. Parent shall prepare and file or cause to be prepared and filed all any Tax Returns of the Companies and the Company Subsidiary required or any of its subsidiaries that relate to be filed for all Tax Periods any taxable period ending on or before the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary to be filed after the Closing Date that may give rise to (including Tax Returns for any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(aStraddle Period).

Tax Returns. The Sellers shall, in accordance with past practice of the applicable Transferred Company (aor the applicable Holdco), prepare, or cause to be prepared, when due all Tax Returns that are required to be prepared by or with respect to the Transferred Companies (or, if such Seller is a Reorganization Party, the applicable Holdco) for taxable years or periods ending on or before the Closing Date and the Buyer shall file or cause to be filed when due such Tax Returns. The Sellers shall provide drafts of all such Tax Returns to the Buyer for its review at least 30 days prior to their respective due dates, shall consider in good faith all reasonable comments of the Buyer and shall reasonably cooperate with the Buyer so that any Tax elections made in connection with the Reorganization do not have any adverse effect on the Company, the Buyer or the Parent. The Buyer shall prepare and file, or cause to be prepared and filed filed, when due, all Tax Returns of the Companies and the Company Subsidiary that are required to be filed by or with respect to the Transferred Companies for taxable years or periods ending after the Closing Date. The Sellers shall, subject to the last sentence of this Section, timely pay all Tax Periods Taxes imposed on the Transferred Companies (or, if such Seller is a Reorganization Party, the applicable Holdco) for the periods, or portions thereof, ending on or before the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return of the Companies , and the Company Subsidiary to be filed Buyer shall timely pay all Taxes imposed on the Transferred Companies for the periods, or portions thereof, beginning after the Closing Date that may give rise to any Tax Date. The covenants of the Sellers contained in this Section 6.4(a) are several, and not joint or joint and several, and the liability for which Sellers are not liable of each Seller under this Agreement Section shall not fewer than 30 days exceed its Proportionate Amount of such liability up to its Proportionate Amount of the Aggregate Indemnity Cap. The Parties acknowledge and agree that the Tax Payables of the Transferred Companies for the taxable years or periods ending on or before the deadline Closing Date are treated as Current Liabilities of the Company, and related cash set aside for filing the payment of such ReturnTax Liabilities is included as a Current Asset, including extensions. Purchaser shall notify in each case for purposes of calculating Working Capital, and Buyer covenants that it will cause such cash, to the extent included as a Current Asset in the Closing Date Working Capital, to be allocated to the payment of such Tax Liabilities in the Ordinary Course after the Closing or, to the extent not required for such purpose, to be paid to the Sellers’ Representative in writing if it objects or his nominee, for distribution to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying , in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion full satisfaction of the draft Return (specifying in detail Buyer’s payment obligations to the nature Sellers under this Section 6.4(a), by wire transfer of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt immediately available funds to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period account designated by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)Representative.

Tax Returns. Except as otherwise provided in this Section 9.2.1, Seller (aat its sole expense) Sellers shall cause the Company to be prepared and filed prepare all Tax Returns of the Companies Company that relate to any Pre-Closing Tax Period or any Straddle Period (collectively, “Pre-Closing Tax Returns”) and shall cause the Company Subsidiary required to be filed provide to Buyer drafts of such Pre-Closing Tax Returns for all Tax Periods ending on or before review and comment at least sixty (60) days prior to the Closing Date. The Sellers’ Representative shall deliver to Purchaser due date for its review a draft the filing of each Return of the Companies and the Company Subsidiary to be filed after the such Pre-Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 Not later than thirty (30) days after the Company has provided any such Pre-Closing Tax Return, Buyer Parties shall notify Seller of the existence of any objection, specifying in reasonable detail the nature and basis of such objection that Buyer may have to any item set forth on such draft Return is delivered Pre-Closing Tax Return. Seller Parties (on behalf of itself and the Company) and Buyer Parties agree to Purchaserconsult and resolve in good faith any such objection. If such objection cannot be resolved within five (5) days after delivery of such notice, the parties shall submit such dispute for resolution to the Independent Accountants pursuant to the procedures set forth in Section 2.4.3. If the Sellers’ Representative does Independent Accountants cannot receive a written objection resolve such dispute no later than five (specifying 5) days prior to the due date for filing the relevant Pre-Closing Tax Return, Seller Parties shall cause the Company to file such Pre-Closing Tax Return in detail the nature of such objection) manner proposed by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolvedBuyer; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required dispute is ultimately resolved by the Independent Accounting FirmAccountants in favor of Buyer, then Buyer may cause the Company to file an amendment to such Pre-Closing Tax Return consistent with the Independent Accountants’ determination. Except as otherwise required by Law, all Pre-Closing Tax Returns shall be prepared consistent with past practices and, for the avoidance of doubt, will provide for a refund, in cash, whenever possible for the overpayment of Taxes or otherwise, rather than a credit for Taxes due for any Post-Closing Tax Period. Seller Parties shall pay to Buyer, within fifteen (15) Business Days of Buyer’s request, any and all Taxes due with respect to such Pre-Closing Tax Returns related to Pre-Closing Tax Periods, except to the extent such Taxes are specifically reflected on the Final Adjustment Statement. Notwithstanding the foregoing, Seller Parties shall prepare and file all Tax Returns that are income Tax Returns (including, but not limited to, IRS Forms 1120S and related, similar state and local income Tax Returns) and pay any income Taxes due and owing with respect thereto to the extent relating to a Pre-Closing Tax Period (except to the extent such Taxes are specifically reflected on the Final Adjustment Statement). The Sellers shall amend provide all such Tax Returns promptly to reflect the Buyer for their review and comment no later than thirty (30) days before the due date of such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)Tax Return.

Tax Returns. (ai) Sellers Except as set forth herein, Parent shall have the exclusive obligation and authority to prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for the Company, the Surviving Corporation and any of the Companies and the Company Subsidiary required to be filed Subsidiaries for all Tax Periods ending any taxable year or period that ends on or before the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary to be filed Date that are due (including extensions) after the Closing Date that may give rise to and for any Straddle Period (the “Pre-Closing Period Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensionsReturns” ). Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15Any Pre-day period, Sellers may cause the Closing Period Tax Return to be filed by Parent with respect to the Company, Surviving Corporation, or any of the Company Subsidiaries that relates to Taxes for which the Stockholders may be liable hereunder shall be prepared in accordance with past practices of the Company and the Company Subsidiaries (unless substantial authority (as defined in Section 1.6662-4(d) of the Regulations or any comparable provision of applicable state, local, or foreign tax law) for a particular position does not exist), and submitted (with copies of any relevant schedules, work papers, and other documentation then available), to the Stockholders’ Agent for review and comment at least thirty (30) days prior to the due date for the filing of such Tax Return in the case of any Pre-Closing Period Tax Return whose due date is two (2) months or more from the end of relevant Tax period, and fifteen (15) days prior to the due date for the filing of such Pre-Closing Period Tax Return in case of all other Pre-Closing Period Tax Returns. Parent shall cause the Surviving Corporation to prepare and provide to the Stockholders’ Agent a package of Tax information materials, including schedules and work papers required by the Stockholders’ Agent to enable it to timely review and comment on all Tax Returns required to be prepared and filed pursuant to this Section 5.9. This package of Tax information material shall be prepared in good faith and in a manner consistent with past practices of the Company and Company Subsidiaries. If the Stockholders’ Agent does not object to such Tax Returns in writing prior to seven (7) days prior to the due date for the filing of such Tax Return, the Stockholders’ Agent shall be deemed final to have consented to the filing of such Tax Return, and binding as between the parties hereto. If Purchaser notifies Company Stockholders shall pay to Parent from the Sellers’ Representative that it objects to any portion Escrow Fund, at least five (5) days before the due date of the draft applicable Tax Return, an amount equal to the Taxes shown as due and payable on such Tax Return (specifying except to the extent reflected in detail a reserve for Taxes set forth on the nature Final Statement of Net Working Capital) to the extent such Taxes are due with respect to the Tax liability of the Company or a Company Subsidiary for a Pre-Closing Tax Period. In the event that such amount is not paid from the Escrow Fund within the time frame set forth above, such amount shall be withdrawn from the Escrow Fund immediately thereafter. In the event that the Stockholders’ Agent reasonably objects in writing to one or more positions taken on a Pre-Closing Period Tax Return prior to seven (7) days prior to the due date for the filing of such objection) on or before Tax Return, the end of such 15-day periodStockholders’ Agent shall provide the specific reasons for its objections to Parent, Purchaser and the SellersParent and Stockholders’ Representative Agent shall attempt to mutually resolve any disagreements negotiate in good faith regarding to resolve such draft objection. In the event that Parent and the Stockholders’ Agent are unable to resolve such dispute prior to the due date for filing such Tax Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser , such dispute shall promptly be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (submitted to a Tax Arbitrator for resolution in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; the procedures described in Section 5.9(d), provided, however, that, that if the Tax Arbitrator is unable to resolve such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree dispute prior to the date filing of filing reflected therein)such Tax Return, andParent shall only be entitled to receive a payment from the Escrow Fund in accordance with this Section 5.9(a)(i) for the amount of Taxes for the Pre-Closing Tax Period shown as due and payable on the Tax Return that Stockholders’ Agent asserts should be filed, if further changes are agreed upon and Parent shall file such Tax Return in the manner asserted by Stockholders’ Agent, provided that there is substantial authority (as defined in Section 1.6662-4(d) of the Regulations or required any comparable provision of applicable state, local, or foreign tax law) for the position asserted by Stockholder’ Agent. If the Independent Accounting FirmTax Arbitrator subsequently resolves such dispute in favor of the Parent, then Sellers Parent shall amend such Returns promptly be entitled to reflect such changes. Purchaser shall cause receive a payment from the Companies Escrow Fund for the difference between the amount the Tax Arbitrator determines Parent should have been entitled to receive from the Company Holders and the Company Subsidiary amount of disbursement Parent received from the Escrow Fund. Parent shall have the right to cooperate fully and promptly not allow the submission of any Pre-Closing Period Tax Return to the Tax Arbitrator for resolution, in connection which case Parent shall have the right to file such Tax Return as it sees fit, but shall, with Sellersrespect to any position that the Stockholders’ preparation of and the filing of all Returns Agent has specifically objected to in writing as set forth above, forfeit its right to any payment that it otherwise would have been entitled to under this Section 11.1(a5.9(a)(i) (other than the amount of payment that it would have been entitled to had it not taken such position) and any indemnity that it otherwise would have been entitled to pursuant to Section 8.2 (other than the amount of indemnity that it would have been entitled to had it not taken such position). In the case of any Straddle Period, Taxes shall be apportioned as provided in Section 8.2(f).

Tax Returns. (ai) Sellers The Sellers’ Representative shall prepare and file, or cause to be prepared and filed filed, at the cost and expense of the RSI Companies, (A) all Tax Returns of each RSI Company that are due on or prior to the Companies Closing Date (taking into account applicable extensions) and the (B) all Income Tax Returns of each RSI Flow-Thru Company Subsidiary required to be filed for all Tax Periods any taxable period ending on or before prior to the Closing DateDate and for any Straddle Period, in each case, that are due after the Closing Date (collectively, the “Sellers Prepared Returns”). Each Sellers Prepared Return filed after the Closing Date shall be prepared in a manner consistent with the RSI Companies’ past practices except as otherwise required by applicable Law. Each Sellers Prepared Return filed after the Closing Date (taking into account applicable extensions) shall be submitted to the Buyer no later than thirty (30) days prior to the due date for filing such Tax Return (taking into account applicable extensions) for review. The Sellers’ Representative shall deliver consider in good faith all reasonable comments received from the Buyer no later than ten (10) days prior to Purchaser the due date for its review filing any such Tax Return (taking into account applicable extensions) and shall not file such Tax Return without the consent of the Buyer, such consent not to be unreasonably withheld, conditioned, or delayed. Except as otherwise required by law or would not reasonably be expected to have a draft material adverse effect on the Buyer, no filed Sellers Prepared Return may be amended after the Closing without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. The Buyer shall prepare and file, or cause to be prepared and filed, at the cost and expense of the RSI Companies, all Tax Returns of each RSI Company (other than Sellers Prepared Returns) for any Pre-Closing Tax Period or Straddle Period that are due after the Closing Date (taking into account applicable extensions) (the “Buyer Prepared Returns”). Each Buyer Prepared Return shall be prepared in a manner consistent with the RSI Companies’ past practices except as otherwise required by applicable Law. Each Buyer Prepared Return shall be submitted to the Sellers’ Representative no later than thirty (30) days prior to the due date for filing such Tax Return (taking into account applicable extensions) for review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, each Income Tax Return described in this Section 9.1(a) for a taxable period that includes the Closing Date (x) for which the “interim closing method” under Section 706 of the Code (or any similar provision of state, local or non-U.S. Law) is available shall be prepared in accordance with such method, (y) for which an election under Section 754 of the Code (or any similar provision of state, local or non-U.S. Law) may be made shall make such election and (z) shall be prepared in a manner such that any and all deductions, losses, or credits of any of the RSI Companies resulting from, attributable to or accelerated by the payment of the Transaction Expenses in connection with the transactions contemplated by this Agreement are reported by the RSI Companies and allocated to the taxable period beginning after the Closing Date (or the portion of any Straddle Period ending on the Closing Date) to the maximum extent permitted by applicable Law (and the parties agree that 70% of any success-based fees shall be deductible for U.S. federal or state income tax purposes pursuant to Revenue Procedure 2011-29, 2011-18 IRB to the extent permitted by applicable Law). For the avoidance of doubt, all Tax Returns of each RSI Company Subsidiary to be (other than Sellers Prepared Returns and Buyer Prepared Returns) that are filed after the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final prepared and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (filed in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date terms of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)A&R LPA.

Tax Returns. (ai) Sellers The Sellers’ Representative shall prepare or cause to be prepared at the Sellers’ sole cost and filed all Returns of the Companies expense and with reasonable assistance from the Company Subsidiary and Buyer all required to be filed Tax Returns for all the Company and each of its Subsidiaries for Tax Periods ending that end on or before the Closing Date. The Date whether such Tax Returns are filed on, before or after the Closing Date (collectively the “Company Tax Returns”); provided, however, that for each such Company Tax Return, the Sellers’ Representative shall deliver furnish, no later than thirty (30) days prior to Purchaser the anticipated filing date for its review the Company Tax Return, a draft to Buyer of each Return all such Company Tax Returns (including copies of the Companies and the Company Subsidiary to be filed after the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objectionall work papers related thereto) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return other information regarding such Company Tax Returns as may be reasonably requested by Buyer for Buyer’s review, comment, and consent (which consent shall not be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on unreasonably withheld, conditioned or before the end of such 15-day perioddelayed), Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements consider in good faith regarding comments by Buyer provided that such comments are requested no later than fifteen (15) days after Buyer’s receipt of such draft ReturnCompany Tax Returns. Any disagreements regarding Such Company Tax Returns shall be prepared in a manner consistent with past practice and custom of the draft Returns Sellers or the Company or any of its Subsidiaries, as applicable, except as otherwise required by applicable Law. In the event that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser Buyer are unable to resolve any dispute with respect to such Tax Returns, they shall not be filed absent the consent of Buyer and such dispute shall be resolved by the Independent Final Accounting Firm, whose decision shall be Firm in a final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolvedbinding manner; provided, however, that, if such Returns must dispute shall not in any way disrupt or delay the timely filing of such Company Tax Return and Buyer shall file or cause or cause to be filed in order any amended Tax Return as needed to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior conform to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Final Accounting Firm’s final determination. The fees and expenses of the Final Accounting Firm shall be borne equally by Sellers, then on the one hand, and Buyer, on the other hand. The Sellers shall amend pay all Taxes shown as due on such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)Tax Returns.

Tax Returns. (a) Sellers Parent shall have the exclusive right and obligation to prepare and file, or cause to be prepared and filed all Returns filed, any Tax Return of (i) Seller or any of its affiliates (other than the Company and each subsidiary of the Companies Company), (ii) any Seller Consolidated Return and (iii) any Tax Return of the Company Subsidiary and its subsidiaries (other than any Seller Consolidated Return) that are required to be filed for all Tax Periods ending (taking into account any applicable extension) on or before prior to the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary to be filed after the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, thatthat in the case of any Tax Returns described in clause (iii) for Taxes of the Company or any such subsidiary (such Tax Returns, if “Pre-Closing Tax Returns”), (A) such Pre-Closing Tax Returns must shall be filed prepared in order a manner consistent with the past-practices of the Company unless otherwise required by applicable Law or this Agreement, (B) Parent shall provide, or cause to avoid be provided, a penaltycopy of any such Pre-Closing Tax Return that relates to income Taxes (each, such Returns may be filed as prepared a “Pre-Closing Income Tax Return”) to Purchaser for Purchaser’s review and comment no later than twenty (with any changes to which the Sellers’ Representative and Purchaser agree 20) days prior to the due date for filing such Pre-Closing Income Tax Returns, (C) Parent shall reflect, or cause to be reflected, any reasonable comments provided by Purchaser in writing no later than ten (10) days prior to the due date for the filing of filing reflected therein), and, if further changes are agreed upon such Pre-Closing Income Tax Return and (D) Parent shall pay (or required by the Independent Accounting Firm, then Sellers shall amend cause to be paid) any Taxes shown to be due on such Returns promptly to reflect such changesPre-Closing Tax Returns. Purchaser Parent shall cause the Companies and income of the Company Subsidiary and each subsidiary of the Company with respect to cooperate fully any periods during which the Company or such subsidiary of the Company is included as a member on any Seller Consolidated Return to be reflected on such Seller Consolidated Return for such period to the maximum extent permitted under applicable Law. The parties agree (i) to not elect to ratably allocate income and promptly loss items pursuant to Treasury Regulations Section 1.1502-76(b)(2) and (ii) that the end of the day rule in connection Treasury Regulations Section 1.1502-76(b)(1)(ii)(A) shall apply. For the avoidance of doubt, other than with Sellers’ preparation respect to the Tax Returns described in the first sentence of and the filing of all Returns under this Section 11.1(a6.13(b), after the Closing, Purchaser shall have the exclusive right to prepare and file, or cause to be prepared and filed, any and all Tax Returns, filings or other submissions with a Taxing Authority with respect to the Company and any of its subsidiaries after the Closing.

Tax Returns. (a) The Sellers Representative shall cause to be prepared and filed (a) all required income Tax Returns of the Companies Blocker for any Pre-Closing Tax Period (the “Blocker Income Returns”) and (b) all required income Tax Returns of the Company and the Company Subsidiary Subsidiaries for any Pre-Closing Tax Period (the “Company Income Returns,” and together with the Blocker Income Returns, the “Seller Income Returns”). The Seller Income Returns will be prepared in a manner consistent with past practices of the Blocker, the Company and the Company Subsidiaries, as applicable, unless otherwise required by applicable Law or change in facts. At least 30 days prior to the due date of any Seller Income Return, or such shorter period as required to timely file any Seller Income Return, the Sellers Representative shall provide to the Buyer for review and comment drafts of all such Seller Income Returns required to be filed for all Tax Periods ending on or before by the Blocker, the Company and the Company Subsidiaries, as applicable, after the Closing Date. The Sellers’ Sellers Representative shall deliver make any change reasonably requested by the Buyer to Purchaser such draft Seller Income Returns that are received in writing not less than 5 days prior to the due date for its review a draft of each Return of such Tax Return. The Buyer shall cause the Companies Blocker, the Company and the Company Subsidiary Subsidiaries, as applicable, to timely file such Seller Income Returns as revised to reflect the Buyer’s reasonable comments. The Sellers Representative, on behalf of the Sellers, will pay or cause to be paid (at the time of filing) all income Taxes shown as due and owing on such originally filed Seller Income Tax Returns. The Sellers and the Buyer agree that with respect to any Straddle Period, (a) the Buyer shall cause the Company and the Company Subsidiaries, as applicable, to utilize the “interim closing method” (and the “calendar day convention”) pursuant to Section 706 of the Code (and any similar provision of state, local or foreign law) to account for any varying interests in the Company for such taxable year, (b) the Buyer shall cause any such income Tax Returns with respect to such taxable year to be prepared in a manner consistent with past practices of the Blocker, the Company and the Company Subsidiaries, as applicable, unless otherwise required by applicable Law or change in facts, and (c) at least 30 days prior to the due date of any such income Tax Returns, or such shorter period as required to timely file such income Tax Returns, the Buyer shall provide to the Sellers Representative for review and comment drafts of all such income Tax Returns required to be filed by the Blocker, the Company and the Company Subsidiaries, as applicable, after the Closing Date Date, and the Buyer shall make any change reasonably requested by the Sellers Representative to such income Tax Returns that may give rise are received in writing not less than 5 days prior to the due date for such Tax Return. Notwithstanding any Tax liability for which Sellers are not liable under other provision of this Agreement not fewer than 30 days before Section 10.2, the deadline Sellers, at their sole cost and expense, shall be solely responsible for filing such Return, including extensions. Purchaser shall notify and all of the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return Tax Returns required to be filed by any Seller and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion paying all of the draft Return Taxes due and owing by any Seller (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior including to the date extent attributable to income of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies Company and the Company Subsidiary Subsidiaries that flows up to cooperate fully and promptly in connection with the Sellers’ preparation of and the filing of all Returns under this Section 11.1(a).

Tax Returns. (a) Sellers The parties acknowledge and agree that for U.S. federal income tax purposes, the taxable year of the Company will end on the Closing Date and, to the extent applicable Laws in other taxing jurisdictions so permit, the parties will elect to cause the taxable year of the Company to terminate on the Closing Date. Parent shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of the Companies and the Company Subsidiary required to be filed by the Company and any of its Subsidiaries after the Closing Date for Pre-Closing Tax Periods, including Tax Returns with respect to a Straddle Period. Parent shall deliver all income Tax Returns and other Tax Returns other than a payroll, sales or use Tax Return prepared in a manner consistent with past practice, IRS Form 5500 or property Tax Return for Pre-Closing Tax Periods to the Securityholder Representative for the Securityholder Representative’s review and comment at least thirty (30) days prior to the date on which such income Tax returns are required to be filed and as soon as is reasonably practicable with respect to any such non-income Tax Returns. Parent shall consider any comments with respect to such Tax Returns from the Securityholder Representative in good faith. Notwithstanding anything to the contrary, it is understood that, all Taxes indicated as due and payable on such Tax Returns shall be the responsibility of the Indemnifying Holders to the extent such Indemnifying Holders are liable for such Taxes under Section 9.2(a). Unless otherwise required by applicable Law, such Tax Returns shall be prepared in accordance with past practices and customs and the U.S. federal state and local income Tax Returns for the Company’s tax period ending on the Closing Date shall reflect the Transaction Deductions. The Company and its Subsidiaries shall not elect to waive any carryback of net operating losses under Section 173(b)(3) of the Code (or any comparable provision of state or local Law) on any Tax Return of the Company filed in respect of a taxable period ending on or before the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary to be filed after the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a).

Tax Returns. (a) Sellers The Buyer Parent shall prepare and timely file, or cause to be prepared and filed all Returns of the Companies and the Company Subsidiary required to be filed for timely filed, all Tax Periods ending on Returns with respect or before relating to the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary to be filed Transferred Assets that are due after the applicable Closing Date that may give rise relate, in whole or in part, to any Retained Tax liability for which Sellers are not liable under this Agreement not fewer than 30 Liability or any Pre-Closing Tax Period (each such Tax Return, a “Buyer Prepared Return”), and shall timely remit, or cause to be remitted, to the appropriate Tax Authority all Taxes reflected on such Buyer Prepared Returns. The Buyer Parent shall provide to the Seller Parent each Buyer Prepared Return at least thirty (30) days before prior to the deadline due date for filing such Buyer Prepared Return (or, if such Buyer Prepared Return is due within thirty (30) days of an applicable Closing Date, as soon as practicable). At least fifteen (15) days prior to the due date for the filing of any such Buyer Prepared Return (or if such Tax Return is not provided to the Seller Parent at least thirty (30) days prior to its due date, as soon as practicable), the Seller Parent shall (a) notify the Buyer Parent of the existence of any comments the Seller Parent may have to any items set forth on any such Buyer Prepared Return (which comments the Seller Parent shall incorporate to the extent such comments are reasonable and consistent with applicable Law), and (b) pay to the Buyer Parent the amount of any Taxes reflected on such Tax Return to the extent any such amount constitutes Retained Tax Liabilities. The Buyer Parent shall not file, and shall not permit the filing of, any Buyer Prepared Return described in the previous sentence without the Seller Parent’s written consent, such consent not to be unreasonably withheld, delayed, or conditioned; provided, that if the Seller Parent has not provided its consent with respect to any Buyer Prepared Return in advance of the applicable due date of such Tax Return, including extensions. Purchaser the Buyer Parent shall notify be entitled to file, or cause to be filed, such Tax Return by the Sellers’ Representative applicable due date and the parties shall work in writing if it objects good faith to resolve any portion of a draft outstanding disagreements with respect to such Tax Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature and file an amended version of such objection) Tax Return, if necessary to reflect the resolution of any such disagreements. The Buyer Parent acknowledges and agrees that it will not object to, and will provide any necessary consents or waivers to permit, the engagement by the end Seller Parent of any Person the Seller Parent reasonably proposes to engage for purposes of reviewing the Tax Returns referred to in this Section 7.6, unless the Buyer Parent would be adversely affected by such 15-day periodengagement (as determined in the Buyer Parent’s good faith). Unless otherwise required by applicable Law, Sellers may cause the Return to be filed and such each Buyer Prepared Return shall be deemed final prepared and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion filed in a manner consistent with past practice of the draft Return (specifying in detail the nature of Seller Parent and/or its Affiliates and, on such objection) on or before the end of such 15-day periodTax Returns, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser no position shall be resolved by taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the Independent Accounting Firmeffect of accelerating any income or gain to, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to or deferring any disagreement shall not be filed until such disagreement is resolved; provideddeduction, howeverloss or credit from, thatany Pre-Closing Tax Period, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(aapplicable).

Tax Returns. Sellers’ Representative shall prepare, and Buyer shall cause the Company to file, all Tax Returns of the Company for Pre-Closing Tax Periods (a) “Seller Tax Returns”), and Sellers shall pay to Buyer, within ten (10) days of Buyer’s request, any and all Taxes due with respect to such Seller Tax Returns that relate to Pre-Closing Tax Periods, except to the extent such Taxes are specifically reflected on the Final Adjustment Statement. Such Seller Tax Returns shall be prepared in a manner consistent with past practice (except as otherwise required by Law), and Sellers’ Representative shall provide or cause to be provided any such Seller Tax Returns to Buyer at least thirty (30) days prior to the due date of such Seller Tax Return (after applicable extensions), or such shorter period as is necessary to allow for the timely filing of such Seller Tax Return, for Buyer’s review and comment. Not later than ten (10) days after Sellers’ Representative has provided such Seller Tax Return, or such shorter period as is necessary to allow for the timely filing of such Seller Tax Return, Buyer shall notify Sellers’ Representative of the existence of any objection, specifying in reasonable detail the nature and basis of such objection that Buyer may have to any item set forth on such draft Seller Tax Return. Buyer (on behalf of itself, and following the Closing, the Company) and Sellers’ Representative (on behalf of all Sellers) agree to consult and resolve in good faith any such objection. If resolution is not reached after such good faith efforts, then the Independent Accountants (or if the Independent Accountants shall decline to hear such dispute, then such other nationally recognized accounting firm selected jointly by Buyer and Sellers’ Representative) shall be requested to make a determination resolving any dispute among Buyer and Sellers’ Representative, and the determination by the Independent Accountants (or such other accounting firm) of any such dispute shall be final and binding on the parties hereto. The fees and expenses of the Independent Accountants (or such other accounting firm) in resolving such dispute shall be borne fifty percent (50%) by Sellers Representative (on behalf of all Sellers) and fifty percent (50%) by Buyer. If Buyer and Sellers’ Representative cannot resolve such objection no later than five (5) days prior to the due date for filing such Seller Tax Return, Buyer shall cause the Company to file such Seller Tax Return in a manner determined in good faith; provided, however, if upon resolving such objection the Seller Tax Return needs to be changed, Buyer shall cause the Company to file an amendment to such Seller Tax Return. Buyer shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of the Companies and the Company Subsidiary required to be filed for all Tax Periods ending on or before the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary to be filed after the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)Seller Tax Returns.

Tax Returns. Except as otherwise provided in this Section 9.2.1, Seller (aat its sole expense) Sellers shall cause the Company to be prepared and filed prepare all Tax Returns of the Companies Company that relate to any Pre-Closing Tax Period or any Straddle Period (collectively, “Pre-Closing Tax Returns”) and shall cause the Company Subsidiary required to be filed provide to Buyer drafts of such Pre-Closing Tax Returns for all Tax Periods ending on or before review and comment at least sixty (60) days prior to the Closing Date. The Sellers’ Representative shall deliver to Purchaser due date for its review a draft the filing of each Return of the Companies and the Company Subsidiary to be filed after the such Pre-Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 Not later than thirty (30) days after the Sellers have provided any such Pre-Closing Tax Return, Buyer shall notify Sellers of the existence of any objection, specifying in reasonable detail the nature and basis of such objection that Buyer may have to any item set forth on such draft Return is delivered Pre-Closing Tax Return. Buyer (on behalf of itself and the Company) and Sellers agree to Purchaserconsult and resolve in good faith any such objection. If such objection cannot be resolved within five (5) days after delivery of such notice, the parties shall submit such dispute for resolution to the Independent Accountants pursuant to the procedures set forth in Section 2.4.3. If the Sellers’ Representative does Independent Accountants cannot receive a written objection resolve such dispute no later than five (specifying in detail 5) days prior to the nature of such objection) by due date for filing the end of such 15relevant Pre-day periodClosing Tax Return, Sellers may Seller shall cause the Company to file such Pre-Closing Tax Return to be filed and such Return shall be deemed final and binding as between in the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period manner proposed by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required dispute is ultimately resolved by the Independent Accounting FirmAccountants in favor of Buyer, then Buyer may cause the Company to file an amendment to such Pre-Closing Tax Return consistent with the Independent Accountants’ determination. Except as otherwise required by Law, all Pre-Closing Tax Returns shall be prepared consistent with past practices and, for the avoidance of doubt, will provide for a refund, in cash, whenever possible for the overpayment of Taxes or otherwise, rather than a credit for Taxes due for any Post-Closing Tax Period. Sellers shall amend pay to Buyer, within fifteen (15) Business Days of Buyer’s request, any and all Taxes due with respect to such Pre-Closing Tax Returns promptly related to reflect Pre-Closing Tax Periods, except to the extent such changesTaxes are specifically reflected on the Final Adjustment Statement. Purchaser Notwithstanding the foregoing, Sellers shall cause pay any Taxes due and owing to the Companies extent relating to a Pre-Closing Tax Period (except to the extent such Taxes are specifically reflected on the Final Adjustment Statement). Buyer shall prepare any Company Tax Returns related to any Post-Closing Tax Period. Buyer or Company shall pay any Taxes due and owing to the Company Subsidiary extent relating to cooperate fully a Post-Closing Tax Period. The Sellers shall provide all such Tax Returns to the Buyer for their review and promptly in connection with Sellers’ preparation comment no later than thirty (30) days before the due date of and the filing of all Returns under this Section 11.1(a)such Tax Return.

Tax Returns. (a) Sellers shall cause to be prepared and filed all Returns of the Companies and the Company Subsidiary required to be filed for all Tax Periods For any tax periods ending on or before the Closing Date. The Sellers’ Representative , Seller shall deliver prepare or cause to Purchaser be prepared, at Seller’s expense, and timely file all Tax Returns for its review a draft of each Return of the Companies and the Company Subsidiary which are required to be filed after the Closing Date that may give rise with respect to such tax periods (the “Pre-Closing Returns”). Subject to the requirements of applicable Tax Law, each Pre-Closing Return shall be prepared in a manner consistent with past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority. The Seller shall deliver any Tax liability for Pre-Closing Return (along with associated tax workpapers) to Buyer at least thirty (30) days prior to the date on which Sellers are not liable under this Agreement not fewer than 30 days before such Pre-Closing Return is required to be filed (taking into account extension) and in the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion case of a draft Return return due within 15 30 days after the draft Return is delivered to PurchaserClosing Date as soon as practical. If Buyer disputes any item on any such Pre-Closing Return prepared by the Sellers’ Representative does not receive a written objection Seller, it shall, within ten (specifying in detail 10) days of receiving such Pre-Closing Return, notify the nature Seller of such objectiondisputed item (or items) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative basis for its objection. Seller and Buyer shall attempt to mutually resolve any disagreements act in good faith regarding to resolve any such draft Returndispute prior to the date on which the relevant Pre-Closing Return is required to be filed. Any disagreements regarding If Seller and Buyer cannot resolve any disputed item, the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser item in question shall be resolved by the Independent Accounting Firm, whose decision Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be final and whose fees shall be shared borne equally by Sellers the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Pre-Closing Return at issue (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement taking into account applicable extensions), then such Pre-Closing Return shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes by the Seller, subject to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), andsubsequent amendment, if further changes are agreed upon or required by the Independent Accounting Firmany, then Sellers shall amend such Returns promptly necessary to reflect Independent Auditor’s final resolution of the disputed items. Seller shall provide a copy of such changes. Purchaser shall cause the Companies and the Company Subsidiary Pre-Closing Returns to cooperate fully and Buyer promptly in connection with Sellers’ preparation of and after the filing of all Returns under this Section 11.1(a).such Pre-Closing Returns. AGREEMENT FOR PURCHASE OF LLC INTEREST ACTIVE 64517303v2

Tax Returns. (a) Sellers shall prepare and timely file or cause to be prepared and timely filed (i) all Pass-Through Tax Returns of the Companies and the Company Subsidiary that are required to be filed for all by or with respect to the Tax Periods ending Partnership on or before prior to the Closing DateDate (taking into account applicable extensions), (ii) all Pass-Through Tax Returns that are required to be filed by or with respect to any Company Group Member, and (iii) all Seller Consolidated Returns, and shall timely pay, or cause to be timely paid, all Taxes due with respect to such Tax Returns described in clauses (i) through (iii). The Sellers’ Representative Sellers shall prepare any such Pass-Through Tax Returns and Seller Consolidated Returns that include Post-Effective Time Company Taxes by treating items thereon in a manner consistent with the past practices of the applicable filing entity with respect to such items, except as required by applicable Law. Sellers will deliver a copy of any such Seller Consolidated Return, together with reasonably detailed supporting documentation and workpapers calculating the amount of any Taxes reflected on such Seller Consolidated Return that constitute Post-Effective Time Company Taxes, to Purchaser for its Purchaser’s review a draft of each and shall revise such Seller Consolidated Return of the Companies to incorporate all reasonable comments from Purchaser relating to such Seller Consolidated Return. Purchaser shall prepare and timely file or cause to be prepared and timely filed all other Tax Returns required to be filed by or with respect to the Company Subsidiary Group Members or the Tax Partnership or with respect to the Assets for taxable periods beginning before the Effective Time that are required to be filed after the Closing Date that may give rise (taking into account applicable extensions) and shall timely pay, or cause to any be timely paid, all Taxes due with respect to such Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensionsReturns. Purchaser shall notify prepare such Tax Returns by treating items thereon in a manner consistent with the Sellers’ Representative in writing if it objects past practices of the Company Group Members or the Tax Partnership, as applicable, with respect to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) items, except as required by the end of applicable Law; provided, that all such 15Tax Returns that are Pass-day period, Sellers may cause the Return Through Tax Returns required to be filed by or with respect to the Tax Partnership for any Tax period that includes the Closing Date shall allocate all items of income, gain, loss or deduction of the Tax Partnership attributable to the Tax Partnership Interests based on the interim closing method as of and including the Closing Date pursuant to Section 706 of the Code and the Treasury Regulations promulgated thereunder (and any similar or corresponding provision of state, local or foreign Tax Law) and not based on a proration of such Return shall be deemed final items for the entire Tax period. Reasonably in advance of the due date (taking into account any applicable extensions) for filing any such Tax Return, Purchaser will deliver a copy of such Tax Return, together with reasonably detailed supporting documentation and binding as between the parties hereto. If Purchaser notifies the workpapers, to Sellers for Sellers’ Representative that it objects review and comment and revise such Tax Return to any portion of the draft Return (specifying in detail the nature of incorporate all reasonable comments from Sellers relating to such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Tax Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a).

Tax Returns. (a) Sellers Following the Closing, Parent shall (at its expense) prepare or cause to be prepared any (i) federal Income Tax Return for the US Group, (ii) any U.S. state and filed all local Income Tax Returns of the Companies Non-Rome Transferred Group Members and (iii) the corporation Income Tax Return of the Rome UK Entity, in each case, (x) with respect to any Pre-Closing Tax Period and any Straddle Period, or a portion thereof, and (y) for which the original Tax Return has not been filed prior to the Closing (the Tax Returns described in clauses (i), (ii) and (iii), “Daily Mail Prepared Returns”) in each case in a manner consistent with the past practice of each such entity (to the extent consistent with applicable Law), the Intended Tax Treatment, and the Company Subsidiary required to be filed for all Tax Periods ending on or before the Closing DateFinal 338(h)(10) Allocation Statement. The Sellers’ Representative Parent shall deliver submit a draft of any Daily Mail Prepared Return to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary to be filed after the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than comment at least 30 days before prior to the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature Due Date of such objection) by Daily Mail Prepared Return. Parent shall revise each such Tax Return to take into account, in each case, any reasonable comments that Purchaser provides to Parent at least 5 Business Days prior to the end Due Date of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative Daily Mail Prepared Return; provided that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement Parent shall not be filed until required to so revise if either (A) both the position reflected on Parent’s draft Daily Mail Prepared Return and the position reflected on Purchaser’s comments are reasonable but neither is supportable at a “more-likely-than-not” standard, as determined by a “Big Four” accounting firm or (B) Parent’s position is supportable at a “more-likely-than-not” standard, as determined by a “Big Four” accounting firm. If Parent revises such disagreement is resolved; providedParent Prepared Return, howevershall deliver a revised draft of such Parent Prepared Return to Purchaser at least 2 days prior to such Due Date. Purchaser shall, thatand shall cause the Transferred Group Members to, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree timely file each Daily Mail Prepared Return prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)applicable Due Date.

Tax Returns. (ai) Sellers Seller shall prepare and file, or cause to be prepared and filed filed, at its own cost and expense, all Tax Returns of the Companies and the Company Subsidiary required to be filed by each Company Entity with respect to any Pre- Closing Tax Period (each, a “Seller Return”). Except as otherwise required by applicable Law, change in fact or the terms of this Agreement, all such Seller Returns shall be prepared and filed consistent with the past practice of the applicable Company Entity. Seller shall submit a copy of each Seller Return to Buyer (together with such schedules and supporting documents as reasonably requested by Buyer) at least fifteen (15) days prior to the due date (including extensions) of such Tax Return or, in the case of Tax Returns filed on a more frequent than annual basis, as soon as reasonably practicable but at least five (5) days prior to the due date for filing such Tax Return. 58 Seller shall incorporate any comments made by Buyer in good faith prior to the due date (including extensions) of such Tax Return. (ii) Buyer shall prepare and file, or cause to be prepared and filed, at each Company Entity’s expense, all Tax Periods ending Returns required to be filed by each Company Entity after the Closing Date with respect to any Straddle Period (each, a “Buyer Return,” and together with each such Seller Return, a “Company Return”). Except as otherwise required by applicable Law, change in fact or the terms of this Agreement, all such Buyer Returns shall be prepared and filed consistent with the past practice of the applicable Company Entity. Buyer shall submit a copy of each Buyer Return to Seller (together with such schedules and supporting documents as reasonably requested by Seller) at least fifteen (15) days prior to the due date (including extensions) of such Tax Return or, in the case of Tax Returns filed on a more frequent than annual basis, as soon as reasonably practicable but at least five (5) days prior to the due date for filing such Tax Return. Buyer shall consider in good faith any comments made by Seller at least five (5) days prior to the due date (including extensions) of such Tax Return. (iii) To the extent permitted or before required by Law, the taxable year of each Company Entity shall be treated as closing on (and including) the Closing Date. The Sellers’ Representative In the case of any Straddle Period, (A) the amount of any sales or use Tax, value-added Tax, employment Tax, withholding Tax, and any Tax based on or measured by income, profits, or receipts, in each case, imposed upon or payable by or with respect to a Company Entity for the pre-closing portion of any Straddle Period shall deliver to Purchaser for its review a draft of each Return be determined based on an interim closing of the Companies and books of such Company Entity as of the Company Subsidiary to be filed after end of the Closing Date that may give rise to (and for such purpose, the taxable period of any Tax liability for partnership or other pass- through entity in which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of Company Entity holds a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return beneficial interest shall be deemed final to terminate at such time) and binding as between (B) the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects amount of any Taxes other than a sales or use Tax, value-added Tax, employment Tax, withholding Tax, or Tax based on or measured by income, profits, or receipts imposed upon or payable by or with respect to any Company Entity for the pre-closing portion of any Straddle Period shall be deemed to be the draft Return (specifying in detail the nature amount of such objection) Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on or before and including the end of such 15-day period, Purchaser Closing Date and the Sellers’ Representative shall attempt to mutually resolve any disagreements denominator of which is the total number of days in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolvedStraddle Period; provided, however, thatexemptions, if such Returns must be filed in order to avoid a penaltyallowances, or deductions that are calculated on an annual basis, such Returns may as the deduction for depreciation, shall be filed as prepared apportioned on a pro rata per diem basis. (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected thereinc), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a).

Tax Returns. (ai) Sellers The Bank shall prepare and file, or cause to be prepared and filed filed, all Tax Returns of the Companies and the Company Subsidiary that are required to be filed by the Bank for all Pre-Closing Tax Periods ending with a due date on or before the Closing DateDate (“Pre-Closing Returns”). The Sellers’ Representative All Pre-Closing Returns shall be prepared on a basis consistent with the past practice of the Bank, except as otherwise required by law. Sellers shall deliver to Purchaser at least thirty (30) days prior to the due date for its review filing such Pre-Closing Return (taking into account any applicable extensions) a draft of each such Pre-Closing Return (in the form intended to be filed) and such additional information as Purchaser may reasonably request. Purchaser shall have the right to review each such Pre-Closing Return and additional information, if any, prior to the filing of such Pre-Closing Return and Sellers shall consider in good faith any reasonable comments provided by Purchaser in respect thereof. Purchaser shall not, and shall not cause or permit, the Companies Bank to amend any Pre-Closing Return without the prior written consent of Sellers, not to be unreasonably withheld; (ii) Purchaser shall prepare and the Company Subsidiary timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed after by the Closing Date that may give rise Bank for any Straddle Period (“Straddle Returns”). Purchaser shall prepare, or cause to be prepared, such Straddle Returns in a manner consistent with the past practice of the Bank, except as otherwise required by Law. Purchaser shall deliver to Sellers for their review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of such Straddle Returns at least thirty (30) calendar days in advance of the due date (taking into account any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline available extensions) for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a).Straddle

Tax Returns. (ai) Sellers shall Seller shall, at its own cost and expense, prepare, or cause to be prepared prepared, all IRS Forms 1120 (and filed all Returns analogous forms for state and local income Tax purposes) of the Companies and the Company Subsidiary required to be filed for all Tax Periods taxable periods ending on or before the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary Date that are required to be filed after the Closing Date (the “Seller Tax Returns”). Such Seller Tax Returns shall be prepared in a manner consistent with the past practices of the Company, except to the extent otherwise required by applicable Law; provided, that may give rise the parties agree that an election shall be made to treat seventy percent (70%) of any Tax liability for which Sellers are success-based fees as an amount that does not liable under facilitate the transaction contemplated by this Agreement pursuant to the safe harbor in Revenue Procedure 2011-29. Seller shall provide Purchaser with a copy of all such Seller Tax Returns (including any related work papers or other information reasonably requested by the Purchaser) not fewer later than 30 sixty (60) days before the deadline due date for filing such Seller Tax Returns (including extensions) for Purchaser’s review. Seller shall make any changes reasonably requested by Purchaser in writing not later than thirty (30) days after receiving such Seller Tax Return to the extent such comments are consistent with the past practice of the Company and permitted by applicable Law. Purchaser and Seller will attempt in good faith to resolve any dispute with respect to such Seller Tax Return. If there are no disputes among the parties (or the parties are able to resolve such disputes) with respect to any Seller Tax Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects thereafter cause such Seller Tax Returns to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaserbe filed. If the Sellers’ Representative does not receive a written objection parties are unable to resolve any such dispute at least five (specifying in detail the nature of such objection5) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or days before the end of such 15-day perioddue date (with applicable extensions) for any Seller Tax Return, Purchaser and the Sellers’ Representative shall attempt dispute will be referred to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (Referee for resolution in accordance with their respective Allocable Portions) and Purchaserthe procedure set forth in Section 1.04, mutatis mutandis. The Returns that are subject If the Accounting Referee is unable to resolve any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree dispute prior to the due date (with applicable extensions) for any Seller Tax Return, such Seller Tax Return will be filed reflecting the comments of filing reflected therein)Purchaser, andsubject to amendment, if further changes are agreed upon or required necessary, to reflect the resolution of the dispute by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)Referee.

Tax Returns. The Securities Administrator shall (a) Sellers shall maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver to the Indenture Trustee to be forwarded to each Noteholder and to the Certificate Registrar to be forwarded to each Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed all Returns of such tax returns relating to the Companies and the Company Subsidiary Trust as may be required to be filed for all Tax Periods ending on or before the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary to be filed after the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of Code and applicable Treasury Regulations (making such 15-day periodelections as may from time to time be required or appropriate under any applicable state or federal statutes, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on rules or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolvedregulations); provided, however, thatthat the Securities Administrator shall not be required to (x) compute the Issuer's gross income, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (y) prepare and file corporation tax returns on behalf of the Trust or (z) calculate and/or report any "excess inclusions" with any changes to which the Sellers’ Representative and Purchaser agree prior respect to the date Certificates, and provided, further, that the Securities Administrator shall not be required to prepare and file partnership tax returns on behalf of the Issuer or do any additional tax work caused by any change in the tax treatment of the Notes or the Trust from the treatment contemplated hereunder on the Closing Date unless the Securities Administrator receives (i) an Opinion of Counsel reasonably satisfactory to it (which shall not be at the Securities Administrator's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings and (ii) reasonable additional compensation for the preparation and filing reflected therein), and, if further changes are agreed upon of such additional returns. The Owner Trustee shall sign all tax and information returns prepared or required caused to be prepared by the Independent Accounting Firm, then Sellers shall amend such Returns promptly Securities Administrator pursuant to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)5.03 at the request of the Securities Administrator, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Securities Administrator. There shall be no separate tax reporting requirements with respect to the Transferor Interest. The Certificate Registrar shall collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders. The Paying Agent shall prepare or cause to be prepared the appropriate forms relating to the collection of withholding tax by the Certificate Registrar.

Tax Returns. (a) Sellers Sellers’ Representative shall prepare or cause to be prepared and filed all Returns of the Companies and the Company Subsidiary required file or cause to be filed all income Tax Returns, including any amendment of any such income Tax Return, for all Tax Periods ending on or before the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return of the Companies Vista Blockers and the Company Subsidiary to be Group which are filed after the Closing Date that may give rise for any taxable period ending on or prior to the Closing Date and for any Straddle Period (each a “Seller Tax liability for which Sellers are not liable under this Agreement not fewer Return”). No later than 30 forty-five (45) days before the deadline for prior to filing any such Tax Return, including extensionsSellers’ Representative shall submit any such Seller Tax Return (along with, at Purchaser’s reasonable request, any supporting or underlying documentation related thereto) to the Purchaser for its review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed). Sellers’ Representative shall consider in good faith any revisions as are reasonably requested by the Purchaser. Except as provided in Section 9.6 or in the first sentence of this Section 9.8(b), Purchaser shall notify prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Vista Blockers and Company Group which are filed after the Closing Date for any taxable period ending on or prior to the Closing Date and for any Straddle Period in accordance with past practice (other than as required by applicable Tax law) (each, a “Purchaser Tax Return”). No later than forty-five (45) days prior to filing any such Tax Return, Purchaser shall submit any such Purchaser Tax Return (along with, at Sellers’ Representative’s reasonable request, any supporting or underlying documentation related thereto) to the Sellers’ Representative in writing if it objects for its review, comment and, to any portion of a draft Return within 15 days after the draft Return is delivered extent related to Purchaser. If Taxes for which Sellers or their Affiliates are liable pursuant to this Agreement or the Sellers’ Representative does Contribution Agreement or otherwise, approval (such approval not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return unreasonably withheld, conditioned or delayed). Purchaser shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements consider in good faith regarding such draft Return. Any disagreements regarding the draft Returns that any revisions as are not resolved within an additional 10-day period reasonably requested by the Sellers’ Representative and Purchaser shall be resolved Representative. Notwithstanding anything to the contrary herein, each of the parties hereto agrees to report any taxable gain pursuant to Section 311 of the Code attributable to the distribution from the Vista Blockers based on the 2017 valuation of the equity interests in Outdoors LLC and/or the Outdoors Business performed by Duff & Xxxxxx Corporation (or another financial advisor, as determined by the Independent Accounting FirmCompany), whose decision and each of the parties hereto shall be final file all Tax Returns (including amended Tax Returns and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portionsclaims for Tax refunds) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; providedinformation reports in a manner consistent therewith, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed other than as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by determination by an applicable Taxing Authority within the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause meaning of Section 1313(a) of the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation Code (or any corresponding provision of and the filing of all Returns under this Section 11.1(astate or local law).

Tax Returns. (a) Sellers Seller shall prepare or cause to be prepared and shall timely file or cause to be timely filed all Tax Returns of or with respect to the Companies and Purchased Assets (including the Company Subsidiary Purchased Subsidiary) that are required to be filed on or prior to the Closing Date, or that are for all any Tax Periods period ending on or before prior to the Closing Date, regardless of whether required to be filed before, on or after the Closing Date. The Sellers’ Representative Buyer shall deliver prepare or cause to Purchaser for its review a draft be prepared and shall timely file or cause to be timely filed all Tax Returns of each Return of or with respect to the Companies and Purchased Assets (including the Company Subsidiary Purchased Subsidiary) required to be filed after the Closing Date that may give rise for taxable periods ending after the Closing Date. All Tax Returns with respect to the Purchased Assets (including the Purchased Subsidiary) prepared by or on behalf of Seller, or prepared by or on behalf of Buyer for a Straddle Period, shall be prepared in a manner consistent with prior Tax Returns filed by or with respect to the Purchased Assets (including the Purchased Subsidiary), except as otherwise required by applicable Law. Subject to Section 7.2(e), Seller or Buyer, as applicable, shall timely remit or cause to be remitted to the appropriate Governmental Authority all Taxes shown to be due on such Tax Returns. Seller shall provide any Tax liability Returns for which Sellers are not liable under it is responsible pursuant to this Agreement not fewer to Buyer no later than 30 days before prior to the deadline for filing thereof; and any disputes concerning the manner in which such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return Tax Returns are prepared shall be deemed final and binding resolved as between provided in Section 7.2(f). To the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to extent Seller would be responsible for all or any portion of the draft Taxes shown on any Tax Return (specifying for a Straddle Period, such Tax Return shall be provided to Seller no later than 30 days prior to the filing thereof; and any disputes concerning the manner in detail the nature of which such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Tax Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser prepared shall be resolved as provided in Section 7.2(f). Except as required by the Independent Accounting Firma determination of a Governmental Authority, whose decision neither Buyer nor Seller shall amend or permit to be final and whose fees shall be shared equally by Sellers (in accordance amended any Tax Returns with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior respect to the date Purchased Assets (including the Purchased Subsidiary) to the extent such amendment by or permitted by Buyer could increase the liability of filing reflected therein)Seller hereunder, and, if further changes are agreed upon or required such amendment by or permitted by Seller could adversely affect Buyer or any of its affiliates for the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)Post-Closing Tax Period.

Tax Returns. (a) Sellers Buyer shall cause to be prepared prepare and filed all file any Tax Returns of the Companies and the Company Subsidiary that relate to a Pre-Closing Tax Period (including a Straddle Period) other than Tax Returns required by Law to be filed by Seller (including, for all the avoidance of doubt, Tax Periods ending on Returns reflecting the Deemed Asset Sale Treatment). If any such Tax Return shall be used by the Buyer as the basis of a request for payment of Indemnified Taxes by the Seller or Stockholders, then Buyer shall submit such Tax Return to the Seller (together with schedule, statements and, to the extent requested by the Seller, supporting documentation) as soon as reasonably practicable before the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary to be filed after the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, due date thereof (including extensions). Purchaser shall notify the Sellers’ Representative in writing if it If Seller objects to any portion of a draft Return item on any such Tax Return, it shall, within 15 ten days after delivery of such Tax Return, notify Buyer in writing that they so object, specifying with particularity any such item and stating the draft Return is delivered to Purchaserspecific factual or legal basis for any such objection. If the Sellers’ Representative Seller does not receive provide a written notice of objection (specifying in detail within ten days after delivery of the nature of such objection) by the end of such 15Pre-day periodClosing Tax Return, Sellers may cause the Return to be filed and such Return it shall be deemed final and binding as between the parties heretoto have accepted Buyer’s position on such Pre-Closing Tax Return. If Purchaser notifies the Sellers’ Representative that it objects to any portion a notice of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day periodobjection shall be duly delivered, Purchaser Seller and the Sellers’ Representative Buyer shall attempt to mutually resolve any disagreements negotiate in good faith regarding and use their reasonable best efforts to resolve such draft Returnitems. Any disagreements regarding If Buyer and Seller are unable to reach such agreement within ten days after receipt by Buyer of such notice, the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser disputed items shall be resolved by the Independent Accounting Firm, whose decision Accountant and any determination by the Independent Accountant shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaserfinal. The Returns that are subject Independent Accountant shall resolve any disputed items within twenty days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disagreement disputed items before the due date for such Tax Return, the Tax Return shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared by Buyer and then amended to reflect the Independent Accountant’s resolution, if deemed necessary by the Independent Accountant. One-half of the costs, fees and expenses of the Independent Accountant shall be borne by Buyer, and the other half of such expenses shall be borne by Seller. The Seller will pay (i) all Indemnified Taxes owed with respect to any changes to which Tax Return of the Sellers’ Representative and Purchaser agree Company for any taxable period ending on or prior to the date Closing Date and any Straddle Period, and (ii) the out-of-pocket cost of filing reflected therein)preparing any such Tax Returns (provided, and, if further changes are agreed upon or required that the Seller will only be responsible for the cost of preparing any Tax Return in respect of a Straddle Period multiplied by a fraction the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause numerator of which is the Companies number of days in the Straddle Period ending on and including the Closing Date and the Company Subsidiary denominator of which is the number of days in the entire Straddle Period) in each case no later than five (5) days prior to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)due date thereof.

Tax Returns. (a) Sellers Buyer shall cause to be prepared responsible for the preparation and filed all Returns filing of the Companies and the Company Subsidiary required to be filed for all any Tax Periods ending on or before the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return of or with respect to any Acquired Company or the Companies and the Company Subsidiary Transferred IP that is required to be filed after the Closing Date that may give rise Date, other than any Tax Return for Income Taxes of (i) any Seller Entity with respect to any taxable period (or portion thereof) or (ii) any Acquired Company with respect to a Pre-Closing Tax liability Period (each, a “Pre-Closing Income Tax Return”). To the extent that Buyer is required to remit any Taxes that are the responsibility of Seller pursuant to Section 6.4(a), Seller shall pay to Buyer any such Taxes at least ten (10) days prior to the due date for which Sellers are not liable under this Agreement not fewer than 30 days before payment of such Taxes. Seller shall be responsible for the deadline for preparation and filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects of any Tax Return with respect to any portion of a draft Return within 15 days after Acquired Company or the draft Return Business or the Transferred IP that is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return required to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of Closing Date and any Pre-Closing Income Tax Return, including in each case any amended Tax Return, and each such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser Tax Return shall be resolved by the Independent Accounting Firmtrue and correct, whose decision shall be final and whose fees shall be shared equally by Sellers (completed in accordance with their respective Allocable Portions) applicable Law, and Purchaserconsistent with past practice. The Returns that are subject With respect to any disagreement Pre-Closing Income Tax Return, including any amended Tax Return filed after the Closing Date, Seller shall deliver such Tax Return to Buyer for review and comment not less than 10 days before such Tax Return is required to be filed. Seller shall not file any amended Tax Return that could reasonably be expected to have an adverse effect on a Tax asset or Tax liability of Buyer, any Acquired Company or the Transferred IP for any Tax period ending after the Closing Date without the consent of Buyer (which consent shall not be filed until unreasonably withheld, delayed or conditioned). To the extent that Seller is required to remit any Taxes that are the responsibility of Buyer pursuant to Section 6.4(a), Buyer shall pay to Seller any such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared Taxes at least ten (with any changes to which the Sellers’ Representative and Purchaser agree 10) days prior to the due date for payment of filing reflected therein), and, if further changes are agreed upon or such Taxes. Buyer shall not be entitled to file any amended Tax Return for any Pre-Closing Tax Period unless required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)applicable law.

Tax Returns. (ai) Sellers Seller Representative shall prepare, or cause to be prepared, all Tax Returns for the Acquired Companies for all Pre-Closing Tax Periods with an initial due date (including any applicable extensions) after the Closing Date (each, a “Company Tax Return”). All Company Tax Returns shall be prepared and filed all Returns consistent with the past practice of the Companies applicable Acquired Company, and shall not make, amend or revoke any Tax election or change any accounting method without Curaleaf Common Parent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. At least forty-five (45) days prior to the date on which any Company Subsidiary Tax Return is required to be filed for all Tax Periods ending on or before the Closing Date. The Sellers’ (taking into account any valid extensions), Seller Representative shall deliver submit such Company Tax Return to Purchaser Curaleaf Common Parent for Curaleaf Common Parent’s review and comment. Curaleaf Common Parent shall provide written notice to Seller Representative of its review a draft disagreement with any items in such Company Tax Return within twenty (20) days of each Return its receipt of the Companies and the such Company Subsidiary to be filed after the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing and if it objects Curaleaf Common Parent fails to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of provide such objection) by the end of notice, such 15-day period, Sellers may cause the Return to be filed and such Company Tax Return shall be deemed become final and binding as between upon the parties hereto, and Curaleaf Common Parent shall timely and properly file such Company Tax Returns as prepared by Seller Representative. Notwithstanding anything herein to the contrary, nothing (including Curaleaf Common Parent’s receipt or review of, or commenting or not commenting on, a Company Tax Return) acts to waive the Parent Indemnified Parties’ right to indemnification for Pre-Closing Taxes under Section 10.2(a) or Taxes related to the Pre-Closing Transactions pursuant to Exhibit A. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser Curaleaf Common Parent and the Sellers’ Seller Representative shall attempt are unable to mutually resolve any disagreements in good faith dispute regarding any Company Tax Return within five (5) days after Curaleaf Common Parent delivers such draft Return. Any disagreements regarding notice of disagreement, then the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative dispute will be finally and Purchaser shall be conclusively resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (Accountants in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolvedthe dispute resolution procedure set forth in Section 3.6(a)(iii); provided, however, that, if any such Returns dispute is not resolved by the due date of such Company Tax Return, such dispute shall not in any way disrupt or delay the timely filing of such Company Tax Return and Curaleaf Common Parent shall cause the applicable Acquired Company (or applicable Affiliate) to file any amended Tax Return as needed to conform to the Independent Accountants’ final determination. The Independent Accountants shall resolve any dispute in favor of Seller Representative if Seller Representative’s position is supported by a “more likely than not” standard under the Code. The Participating Securityholders shall, severally (and not jointly and severally) in accordance with their respective Pro Rata Portion, pay to the Surviving Corporation cash in the amount of any Taxes reflected as due on such Company Tax Return when such Company Tax Return is filed to the extent such Taxes are Pre-Closing Taxes for which the Participating Securityholders would be required to indemnify the Parent Indemnified Parties pursuant to ARTICLE X (and subject to, for the avoidance of doubt, any limitations on such indemnity obligations set forth in ARTICLE X, but not subject to reduction for any Net Tax Benefit). If a Company Tax Return must be filed in order to avoid a penalty, such Returns may be filed as prepared (with taking into account any changes to which valid extensions) before the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required final determination by the Independent Accounting FirmAccountants with respect to such Tax Return, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser Curaleaf Common Parent shall cause the Companies applicable Acquired Company to file such Tax Return as originally prepared by Seller Representative (but, reflecting the agreed comments of Curaleaf Common Parent, except, for avoidance of doubt, excluding any specific comments on which the Parties were unable to reach agreement). Curaleaf Common Parent will (and will cause the Company Subsidiary to) reasonably cooperate with the Seller Representative to cooperate fully enable the Seller Representative to work with the Company’s existing tax return preparation firm(s) (the “Tax Firm”). Such cooperation may include providing reasonable access to books and promptly in connection with Sellers’ preparation of records and accounting staff, and delegating authority to the filing of all Returns Seller Representative under the Tax Firm’s engagement agreement sufficient to enable the Seller Representative to perform its obligations under this Section 11.1(a7.2(b).

Tax Returns. (a) Sellers The Seller shall cause the Company and its eligible Affiliates to be prepared join for all taxable years and filed all Returns periods ending on or before the Closing Date in the consolidated federal income tax return of the Companies "affiliated group" or corporations of which Amoco Corporation is the common parent. The Seller shall be responsible for the preparation and filing of all returns of the Company Subsidiary required to be filed for all Tax Periods Taxes for taxable periods ending on or before the Closing Date. The Sellers’ Representative Seller shall deliver to indemnify the Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary against any additional liability incurred by reason of the failure of the Seller to timely file the returns and pay the Taxes as required by the immediately preceding sentence. The Purchaser shall be responsible for the preparation of all tax returns that relate to the Company and which are required to be filed for periods ending after the Closing Date that may give rise to Date, and shall indemnify the Seller against any Tax additional liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) incurred by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion reason of the draft Return (specifying in detail failure of the nature Purchaser to timely file such returns and pay such Taxes. Each of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative Seller and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable PortionsAffiliates shall (1) provide the other Party with reasonable assistance and Purchaser. The Returns that are any and all information, documentation, working papers and schedules reasonably requested by such other Party for use in the preparation and timely filing of any Tax Return with respect to or containing information pertaining to the Company, (2) preserve all such information, records and documents at least until the expiration of any applicable tax statutes of limitations or extensions thereof and as otherwise provided, (3) make available to the other party, as reasonably requested, personnel responsible for preparing or maintaining information, records and documents in connection with tax matters (subject to reimbursement by such other party of the additional direct costs incurred thereby), (4) provide timely notice to the other party in writing of any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which pending or threatened tax audits or assessments of the Sellers’ Representative and Purchaser agree Company for periods beginning prior to the date Closing date, and (5) furnish the other party with copies of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly all correspondence received from any taxing authority in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)any tax audit or information request with respect to any such period.

Tax Returns. (a) (i) Sellers shall file or cause to be prepared and filed when due all Tax Returns of the Companies and the Company Subsidiary that are required to be filed for (taking into account extensions) by or with respect to each PEPL Company on or before the Closing Date, and Sellers shall remit (or cause to be remitted) any Taxes due in respect of such returns. (ii) Sellers shall also file or cause to be filed when due all Tax Periods Returns relating to Taxes of a consolidated, combined or unitary group of which a PEPL Company and Sellers (or any Affiliate of Sellers other than a PEPL Company) were members on or prior to the Closing Date, that are required to be filed by or with respect to each PEPL Company for taxable years or periods ending on or before the Closing Date. The Sellers’ Representative , and Sellers shall deliver to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary remit (or cause to be filed remitted) any Taxes due in respect of such Tax Returns. (iii) Sellers shall prepare or cause to be prepared all Tax Returns that are due after the Closing Date (including extensions) with respect to each PEPL Company that may give rise relate to taxable years or periods ending on or before the Closing Date and shall submit such Tax Returns to Acquiror for Acquiror's approval (which shall not be unreasonably withheld or delayed) 20 days prior to the due date (including extensions) for the filing of such Tax Returns. Acquiror shall thereafter timely file such Tax Returns. Sellers shall pay to Acquiror the amount of Taxes shown due on such Tax Returns upon the written request of Acquiror no later than five business days prior to the due date (including extensions) for the filing of such Tax Returns. All Tax Returns referred to in this Section 8.2(a) shall be prepared in a manner consistent with prior practice and in accordance with applicable law. (b) Acquiror shall file or cause to be filed when due all other Tax Returns that are required to be filed by or with respect to each PEPL Company after the Closing Date, and Acquiror shall remit (or cause to be remitted) any Taxes due in respect of such Tax liability Returns. (c) Any Tax Return required to be filed by Acquiror pursuant to Section 8.2(b) that relates in whole or in part to Taxes for which Sellers are liable pursuant to Section 8.1 shall be submitted to Sellers for Sellers' approval not liable under this Agreement not fewer less than 30 20 days before prior to the deadline due date (including extensions) for the filing of such Tax Return, including extensionswhich approval shall not be unreasonably withheld or delayed. Purchaser Sellers shall notify pay to Acquiror the Sellers’ Representative in writing if it objects amount of Taxes for which Sellers are liable pursuant to Section 8.1(a) hereof, but which are payable with any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Tax Return to be filed and such Return shall be deemed final and binding as between by Acquiror pursuant to Section 8.2(b) upon the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion written request of the draft Return (specifying Acquiror, setting forth in detail the nature computation of the amount owed, no later than five business days prior to the due date (including extensions) of any such objectionTax Return. No payment pursuant to this Section 8.2(c) will affect Acquiror's right to indemnification pursuant to Section 8.1(a) hereof, should the amount of Taxes as ultimately determined (on audit or otherwise), for the periods covered by such Tax Returns and which are the responsibility of Sellers, exceed the amount of Sellers' payment under this Section 8.2(c). (d) None of Acquiror or any Affiliate of Acquiror shall (or shall cause or permit any PEPL Company to) amend, refile or otherwise modify any Tax Return relating in whole or in part to any PEPL Company with respect to any taxable year or period ending on or before the end Closing Date (or with respect to any Straddle Period) without the prior written consent of such 15-day periodSellers. (e) Within 150 days after the Closing Date, Purchaser Acquiror shall cause each PEPL Company to prepare and provide to Sellers a package of Tax information materials, including schedules and work papers (the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally "Tax Package") required by Sellers (in accordance with their respective Allocable Portions) to enable Sellers to prepare and Purchaser. The file all Tax Returns that are subject required to any disagreement shall not be prepared and filed until such disagreement is resolvedby it pursuant to Section 8.2(a); provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior that to the date extent that information relating to the Election (as defined in Section 8.6 of filing reflected therein)this Agreement) (including, andbut not limited to, if further changes are agreed valuation information) is not available at the time that the Tax Package is required to be provided to Sellers, Acquiror shall provide Sellers with the balance of the Tax Package at such time and shall promptly provide such other information to Sellers upon or required by the Independent Accounting Firm, then Sellers its becoming available. The Tax Package shall amend such Returns promptly to reflect such changesbe prepared in good faith in a manner consistent with past practice. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a).8.3

Tax Returns. (a) Sellers The Purchaser shall prepare and file, or cause to be prepared and filed filed, all Tax Returns of the Companies and the Company Subsidiary required to be filed for all Tax Periods ending on or before the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return of the Companies and by the Company Subsidiary for any Pre-Closing Period that are required to be filed after the Closing Date. The Purchaser shall provide to the Sellers’ Agent a copy of all such Tax Returns and all Tax Returns required to be filed with respect to the Business after the Closing Date that may give rise and as to any which Excluded Tax liability for which Sellers Liabilities are not liable under this Agreement not fewer than 30 allocable to the Sellers, as soon as reasonably possible but at least thirty (30) days before such Tax Returns are required to be filed. The Purchaser shall provide with all such Tax Returns a statement indicating the deadline for filing amount of Tax shown on such Return, including extensionsTax Returns that is allocable to the Sellers. Purchaser The Sellers’ Agent shall notify the Purchaser of any proposed revisions to such Tax Returns within ten (10) days after receipt of such Tax Returns from the Purchaser. The Purchaser shall reflect such revisions in such Tax Returns except where such revisions are unreasonable, inconsistent with prior practice or contrary to applicable Tax Laws. In order to enable the Purchaser to provide to the Sellers’ Representative in writing if it objects Agent copies of Tax Returns at least thirty (30) days before such Tax Returns are required to be filed, the Sellers’ Agent and the Sellers shall provide the information and assistance requested by the Purchaser relating to any portion of a draft Return the Company or the Business as is reasonably necessary for the preparation of such Tax Returns within 15 days after such time frame. The Purchaser’s information or assistance requests shall be sent to the draft Return is delivered to PurchaserSellers’ Agent with reasonable prior notice. If the Sellers’ Representative does Purchaser were to consider that the Sellers have not receive a written objection (specifying in detail timely provided the nature of such objection) by requested information or assistance, the end of such 15-day period, Sellers may cause the Return Purchaser shall nevertheless provide to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects Agent the Tax Returns as soon as they are available. The Purchaser shall not, and shall not permit the Company to, amend any Tax Return referred to under this Section (including granting an extension of any portion applicable statute of limitations) or make or change any Tax election for any Pre-Closing Period or Straddle Period without the draft Return (specifying in detail the nature prior written consent of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt Agent, such consent to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon unreasonably withheld or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)delayed.

Tax Returns. (a) Sellers Harsco shall timely prepare and file or cause to be timely prepared and filed with the appropriate Tax Authorities (i) all Tax Returns of the Companies and the Company Subsidiary required under applicable Law to be filed for (taking into account any applicable extensions) on or prior to the Closing Date by or with respect to any Target Entity and (ii) all Tax Periods ending on or before the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary Returns required under applicable Law to be filed (taking into account any applicable extensions) after the Closing Date that may give rise are Consolidated Tax Returns. All such Tax Returns shall be prepared in a manner consistent with most recent past practice, except as otherwise required by applicable Law. After the Closing Date, Buyer shall timely prepare and file or cause to be timely prepared and filed with the appropriate Tax Authorities all other Tax Returns required to be filed with respect to Buyer or any Target Entity, and to the extent such Tax liability Returns are for which Sellers are not liable under this Agreement not fewer than 30 days before Pre-Closing Tax Periods, such Tax Returns shall be prepared on a basis consistent with past practices and prior Tax reporting positions (except as otherwise required by applicable Law). Buyer shall provide Harsco, at least twenty (20) Business Days prior to the applicable deadline for filing any such Tax Return with respect to a Pre-Closing Tax Period, a copy of the Tax Return for Harsco’s review and comment. Harsco shall have ten (10) Business Days to provide Buyer with a statement of any disputed items with respect to such Tax Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that disputed items are not resolved by Harsco and Buyer within an additional 10-day period by five (5) calendar days following Harsco’s submission of its statement of disputed items, the Sellers’ Representative and Purchaser matter shall be resolved by submitted to one or more tax experts at the Independent Accounting FirmCPA Firm who shall be directed to, whose within ten (10) calendar days after such submission, render a decision with respect to all matters in dispute, and such decision shall be final final, binding and whose conclusive on the Parties hereto. The fees and disbursements of the CPA Firm shall be shared equally by Sellers Harsco and Buyer. Harsco shall pay to the applicable Target Entity, no later than two (in accordance with their respective Allocable Portions2) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree Business Days prior to the due date therefor, all Taxes of filing reflected therein), and, if further changes such Target Entity shown as due on any Tax Return the extent such Taxes are agreed upon or required by attributable to the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause Pre-Closing Tax Period and not accrued as a current tax payable in the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)Closing Net Working Capital as finally determined.

Tax Returns. (a) Sellers shall cause With respect to be prepared and filed all Returns each of the Companies and Companies, the Company Subsidiary Buyer shall prepare, in a manner consistent with past practice other than as required to be filed for by law, all Tax Periods ending Returns due on or after the Closing Date, provided that all Tax Returns for taxable periods beginning before the Closing DateDate shall be prepared in a manner consistent with past practice. The Sellers’ Representative shall deliver With respect to Purchaser Tax Returns for its review a draft of each Return of the Companies and the Company Subsidiary to be filed after taxable periods beginning before the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days due on or after the draft Return is delivered to Purchaser. If the Sellers’ Representative does Closing Date, not receive a written objection less than sixty (specifying in detail the nature of such objection60) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree days prior to the date of filing reflected thereinon which such Tax Return is due to be filed (taking into account any applicable extensions) (the "Due Date"), andthe Buyer shall deliver a copy of such Tax Returns to UA for its review. If UA objects to any items reflected on such returns (which objection shall be made no later than 10 days before the Due Date), the parties shall attempt to resolve the disagreement. If the parties are unable to resolve the disagreement, the dispute shall be referred to a "Big Six" accounting firm selected by the auditors of the Buyer at such time and UA at such time (the "Tax Arbitrator") whose determination shall be binding upon the parties. The fees and expenses of the Tax Arbitrator shall be borne equally by UA and the Buyer. If the dispute has not been resolved or the Tax Arbitrator has not made its determination prior to the Due Date, the Tax Return shall be filed as originally proposed by the Buyer, reflecting any items agreed to by UA and the Buyer at such time and those items shall no longer be determined by the Tax Arbitrator. The appropriate Shareholder shall pay to the Buyer the amount requested by the Buyer with respect to those items that the parties have agreed to the extent that such items are covered by the Shareholders' indemnity in Section 9.1(a) (the "Agreed Amount"). When the Tax Arbitrator determines the amount of Tax due in respect of such Tax Return that is covered by the Shareholders' indemnity under Section 9.1(a) (the "Covered Amount"), a settlement payment (the "Settlement Payment") shall be made (a) from the appropriate Shareholder to the Buyer in an amount equal to the excess, if further changes are agreed upon any, of (1) the Covered Amount finally determined to be due over (2) the amount previously paid to Buyer in respect of such Taxes or required by (b) from the Independent Accounting FirmBuyer to the appropriate Shareholder in an amount equal to the excess, then Sellers shall amend if any, of (1) the amount previously paid to the Buyer in respect of such Returns promptly to reflect Taxes over (2) the Covered Amount, in either case, with interest on such changes. Purchaser shall cause Settlement Payment calculated from the Companies and Due Date of the Company Subsidiary to cooperate fully and promptly Tax Return at the long-term applicable federal rate in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)effect at such time.

Tax Returns. (ai) The Sellers or the Representative shall cause the Company to file or cause to be filed in the time and manner required by Applicable Law all Tax Returns of or with respect to the Company or its Subsidiaries (i) that are due after the date hereof and on or prior to the Closing Date or (ii) that solely relate to any Pre-Closing Tax Period (regardless of when such Tax Return is due), and the Sellers or the Representative shall cause the Company to pay or cause to be paid in the time and manner required by Applicable Law all Taxes due with respect to such Tax Returns. All such Tax Returns shall be prepared and filed in accordance with past practices unless otherwise required by Applicable Law. At least 15 days prior to filing any such Tax Return that is an income or other material Tax Return, the Sellers or the Representative shall cause the Company to submit a copy of such Tax Return to Parent for Parent’s review, and shall consider in good faith Parent’s reasonable comments. Subject to Section 7.2(e), all other Tax Returns of the Companies and or with respect to the Company Subsidiary required or its Subsidiaries, shall be filed or caused to be filed by Parent. To the extent that any such Tax Return relates to Taxes for which the Sellers may be liable pursuant to Section 7.2(a), such Tax Returns shall be filed by Parent in the time and manner required by Applicable Law, and Parent shall pay or cause to be paid all Taxes due with respect to such Tax Returns (subject to Parent’s right to indemnification pursuant to Section 7.2(a)). Until the Release Date (or such later time as all claims made by the Purchaser Indemnitees prior to the Release Date have been fully resolved), all such Tax Returns relating to any Pre-Closing Tax Period shall be prepared and filed in accordance with past practices unless otherwise required by Applicable Law. Until the Release Date (or such later time as all claims made by the Purchaser Indemnitees prior to the Release Date have been fully resolved), at least 15 days prior to filing any such Tax Return relating to any Pre-Closing Tax Period that is an income or other material Tax Return, Parent shall cause the Company to submit a copy of such Tax Return to Representative for Representative’s review, and shall consider in good faith Representative’s reasonable comments. Any items reflected on a Tax Return submitted for review to Parent or the Representative in accordance with this Section 7.2(f) with respect to which they are unable to agree after negotiating in good faith for 10 Business Days shall be referred to the Accounting Firm for resolution as promptly as practicable. The determination of the Accounting Firm shall be final, conclusive and binding for all purposes hereunder. If a Tax Periods ending on or before the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary is required by Applicable Law to be filed after the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days or a payment made before the deadline for filing such ReturnAccounting Firm has resolved the disputed items (taking into account valid extensions of time within which to file, including extensions. Purchaser which shall notify be sought to the Sellers’ Representative in writing if it objects extent necessary to any portion permit the resolution of a draft Return within 15 days after disputed items), the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Tax Return shall be deemed final filed or payment made as determined by Parent, and binding as between shall be amended if necessary to reflect the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion determination of the draft Return (specifying in detail Accounting Firm with respect to the nature disputed items. The costs of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser Accounting Firm shall be resolved by borne in substantially the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (same manner as set forth in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a2.10(b)(ii)(C).

Tax Returns. (a) The Sellers shall prepare or cause to be prepared and/or cause to be filed in a timely manner all Tax Returns of the Company and its Subsidiaries for all Pre-Closing Tax Periods (other than Straddle Periods) which have not been filed as of the Closing Date. Such Tax Returns shall be prepared in a manner consistent with each of the Company’s and its Subsidiaries’ prior practice. At least thirty (30) days prior to the filing of each such Tax Return, the Sellers shall provide the Tax Return to the Purchaser for its review and comment and the Sellers shall consider in good faith the Purchaser’s comments to such Tax Return. The Sellers shall be responsible for payment of any Taxes for any Pre-Closing Tax Periods. The Purchaser shall prepare or cause to be prepared and filed all Returns of the Companies and the Company Subsidiary required Purchaser shall timely file or cause to be filed any Tax Returns with respect of the Company and its Subsidiary for all Straddle Periods. At least thirty (30) days prior to the filing of each such Tax Return with respect to Straddle Periods that relates to income or franchise Taxes, the Purchaser shall provide copies of such Tax Return to the Sellers for the Sellers’ review and comment and the Purchaser shall consider in good xxxxx Xxxxxxx’ comments to such Tax Return. For Tax Returns relating to the Straddle Periods, the Sellers shall pay to the Purchaser within fifteen (15) days before the date on which such Taxes are to be paid the portion of such Taxes which relates to the portion of such Taxable period ending on or before the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary to be filed after the Closing Date that may give rise to any Tax liability for which the Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)4.5.

Tax Returns. (a) Sellers Seller shall timely prepare and file or cause to be timely prepared and filed with the appropriate Tax Authorities all Tax Returns of the Companies and the Company Subsidiary required to be filed with respect to the Company or any Company Subsidiary, as applicable, for any taxable period ending on or prior to the Closing Date (except for any Straddle Period), and, following the Closing, Purchaser and its Affiliates (including the Company and any Company Subsidiary) shall cooperate with Seller to permit Seller to prepare and file such Tax Returns. Subject to, and in accordance with Section 5.1(a), Purchaser shall timely prepare and file or cause to be timely prepared and filed with the appropriate Tax Authorities all Tax Returns required to be filed with respect to the Company or any Company Subsidiary, as applicable, for all taxable periods ending after the Closing Date and any Straddle Period, and shall pay all Taxes shown as due on such Tax Periods ending Returns. All Tax Returns prepared by Purchaser pursuant to this Section 5.3(a) in respect of any Straddle Period shall be prepared on a basis consistent with past practice and prior Tax reporting positions (except as otherwise required by applicable Law), and Purchaser shall provide Seller, at least 45 calendar days prior to the applicable deadline for filing any such Tax Return, a copy of the Tax Return for Seller’s review and comment. Seller shall have 15 calendar days to provide Purchaser with a statement of any disputed items with respect to such Tax Return. If the disputed items are not resolved by Seller and Purchaser within 15 calendar days following Seller’s submission of its statement of disputed items, the matter shall be submitted to the Accounting Firm, which shall be directed to, within 30 calendar days after such submission, render a decision with respect to all matters in dispute, and such decision shall be final, binding and conclusive on the parties hereto in the absence of fraud or manifest error. The fees and disbursements of the Accounting Firm shall be shared equally by Seller and Purchaser. At least two (2) Business Days prior to the due date of the applicable Tax, Seller shall pay to Purchaser Seller’s portion of any Taxes shown as due on any Tax Return covered by this Section 5.3(a) that relate to the Pre-Closing Tax Period to the extent such Taxes have not already been (i) paid by Seller or the Company or any of the Company Subsidiaries on or before the Closing DateDate or (ii) accrued as a liability on the Audited Financial Statements or included as a liability in Closing Working Capital as finally determined pursuant to Section 1.5. The Sellers’ Representative For the avoidance of doubt, Purchaser shall deliver to Purchaser for its review a draft of each Return of not file or cause or permit the Companies and the Company or any Company Subsidiary to be filed after file any amended return or other Tax Return, or take any action relating to a Tax Return (including the Closing Date that may give rise provision of an extension of the period of limitations for assessment of any Tax), with respect to any Pre-Closing Tax liability for Period, make any Tax election or effect any change in Tax accounting method affecting any Pre-Closing Tax Period or carry back any loss carryovers or other Tax attribute from a Post-Closing Tax Period to a Pre-Closing Tax Period, without the prior written consent of Seller, which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement consent shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon unreasonably withheld delayed or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)conditioned.

Tax Returns. (a) Sellers The Buyer or the Parent shall prepare and file, or cause to be prepared and filed filed, all Tax Returns for the Company for all periods ending after the Closing Date. In the case of Tax Returns for periods starting on or before and ending after the Closing Date (a “Straddle Period”), the Buyer or the Parent shall provide the Seller with an opportunity to review and comment on such Tax Returns no less than fifteen (15) days prior to the due date thereof and the Seller shall be responsible for and reimburse the Buyer within five (5) days after such due date for all Taxes imposed on the Company shown as due and owing on such Tax Returns that are allocable to the portion of the Companies Straddle Period that extends through the Closing Date (the “Pre-Closing Straddle Period”), except to the extent (i) a reserve for such Taxes has been established and is reflected in the Company Subsidiary Financial Statements and such Taxes are taken into account in calculating the Closing Date Net Working Capital, or (ii) such Taxes are included in the calculation of Pre-Closing Tax Obligations to the extent such amounts were deducted in determining the Closing Date Cash Payment pursuant to Article I. The Seller, at its expense, shall prepare and, following the Buyer’s approval of the same (which approval will not be unreasonably withheld), file all Tax Returns required to be filed by the Company for all Tax Periods periods ending on or before the Closing Date. The Sellers’ Representative Date (“Pre-Closing Periods”), and shall deliver pay (x) any Taxes owed with respect to Purchaser for its review a draft such Tax Returns, and (y) any installments of each Return estimated Tax with respect to income or gain of the Companies and the Company Subsidiary received on or prior to be filed after the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolvedDate; provided, however, that, if such Returns must that the Seller shall not be filed in order to avoid a penalty, such Returns may be filed as prepared liable for or pay any Taxes (with any changes to which the Sellers’ Representative and Purchaser agree prior I) to the date extent a reserve for such Taxes has been established and is reflected in the Financial Statements and such Taxes are taken into account in calculating the Closing Date Net Working Capital, or (II) to the extent such Taxes are included in the calculation of filing reflected thereinPre-Closing Tax Obligations to the extent such amounts were deducted in determining the Closing Date Cash Payment pursuant to Article I (whether at the time specified in Section 1.8(a) or at the time specified in Section 1.8(b), andas applicable). Neither the Buyer nor any of its Affiliates shall amend, if further changes are agreed upon refile, revoke or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and otherwise modify any Tax Return or Tax election of the Company Subsidiary with respect to cooperate fully and promptly in connection with Sellers’ preparation any Tax period ending on or before the Closing Date without the prior written consent of and the filing of all Returns under this Section 11.1(a)Seller, which consent shall not be unreasonably withheld or delayed.

Tax Returns. (a) Sellers The Company shall prepare and timely file, or cause to be prepared and filed timely filed, all Seller Group Tax Returns for all taxable periods. If a Group Company is permitted under applicable Law to treat the Closing Date as the last day of a taxable period in which the Companies and Closing occurs, the Company Subsidiary required and Buyer shall treat (and shall cause their respective Affiliates to treat) the Closing Date as the last day of such taxable period with respect to such Group Company. Except as provided in the Transition Services Agreement, Buyer shall prepare and timely file, or cause to be filed prepared and timely filed, all non-Seller Group Tax Returns with respect to one or more Group Companies (a) for all Straddle Tax Periods Periods, and (b) for taxable periods ending on or before the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return of the Companies Date and the Company Subsidiary required to be filed after the Closing Date that may give rise to any (each such non-Seller Group Tax liability Return, a “Pre-Closing Buyer-Filed Tax Return”). Any Pre-Closing Buyer-Filed Tax Return (i) shall be prepared in a manner consistent with past practice (unless otherwise required by applicable Law), (ii) shall reflect a deduction for which Sellers are not liable under the Company’s fees and expenses incurred in connection with the transactions contemplated by this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt Restructuring (“Transaction Tax Deductions”) to mutually resolve any disagreements in good faith regarding the maximum extent permitted by applicable Law (to the extent Buyer’s tax advisor reasonably determines that there is at least a “more likely than not” basis to take such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolvedposition; provided, however, thatthat if the Company objects in writing to Buyer’s tax advisor’s determination to take such position, if the Accountant shall be appointed to resolve the disputed item(s) in the same manner as set forth in Section 2.04(b), applied mutatis mutandis) and (iii) shall be submitted by Buyer to the Company (together with schedules, statements and, to the extent reasonably requested by the Company, supporting documentation) for its review and comment at least thirty (30) Business Days prior to the due date (including any applicable extension) for filing such Tax Return. Except for any Pre-Closing Buyer-Filed Tax Returns must for which the Company does not bear responsibility for Taxes owed with respect thereto, Buyer shall not file any Pre-Closing Buyer-Filed Tax Return without the written consent of the Company, which shall not be filed in order unreasonably withheld, conditioned or delayed. Except to avoid the extent otherwise required under applicable Law or pursuant to a penalty“determination” within the meaning of Section 1313(a) of the Code (or any comparable provision of state, local or foreign Law), neither Buyer nor any Group Company shall amend any Tax Return for any Pre-Closing Tax Period without the prior written consent of the Company, such Returns may consent not to be filed as prepared unreasonably withheld, conditioned or delayed. No later than ten (with any changes to which the Sellers’ Representative and Purchaser agree 10) Business Days prior to the date on which Taxes with respect to any Pre-Closing Buyer-Filed Tax Return are due and payable, the Company shall pay to Buyer the amount of filing reflected thereinsuch Taxes attributable to a Pre-Closing Tax Period, calculated in accordance with Section 6.05(c), andexcept to the extent such Taxes were taken into account in Final Net Working Capital or Final Net Debt. Buyer shall timely remit, if further changes are agreed upon or required by cause to be remitted, the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing amount of all Returns under this Section 11.1(a)such Taxes to the appropriate Taxing Authority.

Tax Returns. (ai) Sellers Buyer shall prepare and timely file, or cause to be prepared and filed timely filed, all Tax Returns of the Companies and the Company Subsidiary required to be filed for all Tax Periods ending on or before the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review by a draft of each Return of the Companies and the Company Subsidiary to be filed Group Member after the Closing Date that may give rise with respect to a Pre-Closing Tax Period and for any Straddle Period. Any such Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before Return shall be prepared in a manner consistent with past practice of the deadline for filing such respective taxpayer (unless otherwise required by Law) and, if it is an income or other material Tax Return, shall be submitted by Buyer to Representative (together with schedules, statements and, to the extent requested by Representative, supporting documentation) at least forty-five (45) days prior to the due date (including extensions) of such Tax Return. Purchaser shall notify the Sellers’ If Representative in writing if it objects to any portion of item on any such Tax Return that relates to a draft Return Pre-Closing Tax Period, it shall, within 15 twenty (20) days after delivery of such Tax Return, notify Buyer in writing that it so objects, specifying with particularity any such item and stating the draft Return is delivered to Purchaserspecific factual or legal basis for any such objection. If the Sellers’ Representative does not receive a written notice of objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final duly delivered, Buyer and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements negotiate in good faith regarding and use their reasonable best efforts to resolve such draft Returnitems. Any disagreements regarding If Buyer and Representative are unable to reach such agreement within twenty (20) days after receipt by Buyer of such notice, the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser disputed items shall be resolved by the Independent Accounting Firm, whose decision Accountant and any determination by the Independent Accountant shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaserfinal. The Returns that are subject Independent Accountant shall resolve any disputed items within twenty (20) days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disagreement disputed items before the due date for such Tax Return, the Tax Return shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared by Buyer and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Representative. The preparation and filing of any Tax Return of a Company Group Member that does not relate to a Pre-Closing Tax Period or Straddle Period shall be exclusively within the control of Buyer. Upon any final determination that any such Taxes are payable in accordance with the terms set forth herein, Buyer shall be entitled to indemnification under Section 9.2(f) for (i) Taxes due with respect to any changes such Tax Return that relate to which the Sellers’ Representative Pre-Closing Tax Periods and Purchaser agree prior (ii) Taxes due with respect to any such Tax Return that relate to Straddle Periods that are attributable under Section 7.1(c) to the date portion of filing reflected therein)such Straddle Period ending on the Closing Date, and, if further changes are agreed upon or required by but only to the Independent Accounting Firm, then Sellers shall amend extent such Returns promptly to reflect such changes. Purchaser shall cause Taxes due were not taken into account as liabilities in computing the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)Net Working Capital.

Tax Returns. (a) Sellers Parent shall timely file or cause to be prepared timely filed (taking into account all extensions properly obtained) each Parent Prepared Return. Parent shall timely remit or cause to be timely remitted any Taxes due in respect of such Parent Prepared Returns (subject to Parent’s rights under Section 2.13 and filed all Parent’s right to indemnification pursuant to this Agreement) that are either (i) included in Estimated Net Working Capital, Estimated Indebtedness, or Estimated Transaction Expenses (or, if determined, Closing Net Working Capital, Closing Indebtedness, or Closing Transaction Expenses), or (ii) not Pre-Closing Taxes, and the Effective Time Holders shall pay any other Taxes due in respect of such Parent Prepared Returns within five (5) days following request from 1 NTD: taken from Holder Representative Amount Parent. Parent shall prepare such Parent Prepared Returns in a manner consistent with the past practice of the Companies and Company, except as required by Law. In the Company Subsidiary required event that any item reflected on any Parent Prepared Return could reasonably be expected to be filed for all Tax Periods ending on or before the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review result in a draft claim of each Return of the Companies and the Company Subsidiary to be filed after the Closing Date that may give rise to any Tax liability for which Sellers are not liable indemnification under this Agreement not fewer than 30 Agreement, Parent will submit such Parent Prepared Return to the Holder Representative for review and comment at least thirty (30) days before prior to the deadline due date for filing such ReturnParent Prepared Return (or, including extensions. Purchaser shall notify if the Sellers’ Representative in writing if it objects to any portion of a draft applicable Parent Prepared Return within 15 is due less than sixty (60) days after the draft Return is delivered to Purchaser. If end of the Sellers’ applicable period covered by such Parent Prepared Return, a date that provides Holder Representative does not receive with a written objection review period of at least one-third (specifying in detail 1/3) of the nature number of such objection) by days between the end of such 15-day periodperiod and the due date of such Parent Prepared Return, Sellers may cause to the extent feasible). If the Holder Representative reasonably disputes any such Parent Prepared Return and the Holder Representative and Parent are unable to be filed and resolve such Return dispute within five (5) days, such dispute shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved settled by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (Firm in accordance with their respective Allocable Portions) and Purchaserthe procedures of Section 2.13(c). The Returns In the event that are subject any dispute with respect to any disagreement such Parent Prepared Return is not resolved before the due date for filing such Parent Prepared Return, Parent shall not file, or cause to be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penaltyfiled, such Returns may be filed Parent Prepared Return as originally prepared (with but reflecting any changes to which the Sellers’ Holder Representative and Purchaser agree prior Parent have agreed) and shall, as necessary and to the date of filing reflected therein)extent permitted by Law, and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly Parent Prepared Return to reflect the resolution of any remaining disputes (and all Losses shall be calculated consistently with such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(aresolution).

Tax Returns. (ai) Sellers Seller shall prepare or cause to be prepared and file or cause to be filed all income Tax Returns of the Companies and the Company Subsidiary required to be filed by the Company for all Tax Periods periods ending on or before the Closing Date. The Sellers’ Representative shall deliver Date whether due prior to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary to be filed or after the Closing Date that may give rise to any (taking into account applicable extensions) and all non-income Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return Returns required to be filed and such Return shall be deemed final and binding as between by the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) Company for Tax periods ending on or before the end Closing Date that are due prior to the Closing Date (taking into account applicable extensions) (collectively, “Seller Tax Returns”). Such Seller Tax Returns shall be prepared in a manner consistent with the past practices of the Company (to the extent such past practices exist), unless otherwise required by applicable Laws. Seller shall deliver to Buyer for its review and comment, at least twenty (20) days prior to the due date for the filing of such 15-day periodSeller Tax Return (taking into account any applicable extensions), Purchaser or as soon as reasonably practicable in the case of a Seller Tax Return that is not an income Tax Return, a draft copy of such Seller Tax Return, together with any additional information relating to the Company that Buyer may reasonably request. Buyer shall have the right to review such Seller Tax Return and any such additional information prior to the Sellers’ Representative filing of such Seller Tax Return, and Seller shall attempt to mutually resolve any disagreements consider in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional any comments submitted by Buyer at least ten (10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree days prior to the due date of filing reflected thereinsuch Seller Tax Return (taking into account any applicable extensions). In the case of any Seller Tax Return that is due after the Closing Date, andSeller and Buyer shall cooperate to timely file, if further changes are agreed upon or required by cause to be timely filed, such Seller Tax Returns. In the Independent Accounting Firmcase of any Seller Tax Return that is due before the Closing Date, then Sellers shall amend such Returns promptly Seller shall, prior to reflect such changes. Purchaser shall the Closing Date, cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)timely pay or cause to be timely paid any Taxes shown as due thereon.

Tax Returns. Seller shall prepare (a) Sellers shall or cause to be prepared prepared) and filed timely file (or cause to be timely filed) all Tax Returns of the Target Group Companies and the Company Subsidiary required to be filed for all Tax Periods periods ending on or before the Closing Date (a “Pre-Closing Tax Period”) that are first due after the Closing Date, and any Pass-Through Income Tax Return of the Partially-Owned Target Company for the 2023 calendar year (the “Seller Prepared Tax Returns”). The Sellers’ Representative Seller Prepared Tax Returns shall deliver to Purchaser for its review be prepared and filed in a manner consistent with past practices of the Target Group Companies, except as otherwise required by applicable Law. Seller shall provide Buyer with a draft of any Seller Prepared Tax Returns at least thirty (30) days prior to the due date thereof (including extensions) for Buyer’s review and comment, and shall incorporate Buyer’s reasonable comments. Buyer shall cause each Target Group Company to prepare and file (or cause to be prepared and filed) all other Tax Returns of the Target Group Companies for any Straddle Period (each, a “Straddle Period Return”), consistent with the past practices of such Target Group Company, except as otherwise required by Law. Buyer shall provide Seller with a draft of any Straddle Period Return at least thirty (30) days prior to the due date thereof (including extensions) for Seller’s review and comment, and shall incorporate Seller’s reasonable comments; provided, that Buyer shall provide Seller with a draft K-1s related to any Pass-Through Income Tax Return of the Companies Partially-Owned Target Company by May 15th and a final K-1s by July 15th, in each case of the Company Subsidiary year following the applicable taxable period. Except to be filed after the extent specifically included as an asset in Closing Date that may give rise Working Capital (as finalized pursuant to Section 2.4), with respect to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Straddle Period Return, including extensions. Purchaser Seller shall notify the Sellers’ Representative in writing if it objects pay to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) Buyer on or before due date for such Tax Return all Taxes shown as attributable to the end pre-Closing portion of such 15-day periodStraddle Period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements calculated in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance a manner consistent with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a6.8(f).

Tax Returns. (ai) Sellers The Members’ Representative shall prepare and file, or cause to be prepared and filed filed, at the cost and expense of the Company, (A) all Tax Returns of each BioTE Company that are due on or prior to the Companies Closing Date (taking into account applicable extensions) and the (B) all Income Tax Returns of each BioTE Company Subsidiary required to be filed for all Tax Periods any taxable period ending on or before prior to the Closing Date, in each case, that are due after the Closing Date (collectively, the “Member Prepared Returns”). The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary to be Member Prepared Returns filed after the Closing Date that may give rise shall be prepared in a manner consistent with the BioTE Companies’ past practices, except as otherwise required by applicable Law. The Member Prepared Returns filed after the Closing Date (taking into account applicable extensions) shall be submitted to any Tax liability for which Sellers are not liable under this Agreement not fewer the Buyer no later than 30 thirty (30) days before prior to the deadline due date for filing such Return, including Tax Return (taking into account applicable extensions) for review. Purchaser shall notify the SellersThe Members’ Representative shall consider in writing if it objects good faith all reasonable comments received from the Buyer no later than ten (10) days prior to the due date for filing any portion such Tax Return (taking into account applicable extensions) and shall not file such Tax Return without the consent of the Buyer, such consent not to be unreasonably withheld, conditioned, or delayed. Except as otherwise required by law or as would not reasonably be expected to have a draft material effect on the Buyer, no filed Member Prepared Return within 15 days may be amended after the draft Return is delivered to Purchaser. If Closing without the Sellersprior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that in all cases the Members’ Representative does not receive a written objection shall submit to the Buyer no later than thirty (specifying in detail the nature of such objection30) days prior to filing any amended Member Prepared Return for review and comment by the end Buyer and the Members’ Representative shall consider in good faith all reasonable comments received from Buyer within twenty (20) days of delivering any such 15-day periodTax Returns to the Buyer. The Buyer shall prepare and file, Sellers may or cause the Return to be filed prepared and such filed, at the cost and expense of the BioTE Companies, all Tax Returns of each BioTE Company (other than Member Prepared Returns) for any Pre-Closing Tax Period or Straddle Period that are due after the Closing Date (taking into account applicable extensions) (the “Buyer Prepared Returns”). Each Buyer Prepared Return shall be deemed final and binding prepared in a manner consistent with the BioTE Companies’ past practices except as between otherwise required by applicable Law. Each Buyer Prepared Return shall be submitted to the parties hereto. If Purchaser notifies the SellersMembers’ Representative no later than thirty (30) days prior to the due date for filing such Tax Return (taking into account applicable extensions) for review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, each Income Tax Return described in this Section 7.1(a) for a taxable period that it objects to any portion includes the Closing Date (x) for which the “interim closing method” under Section 706 of the draft Return Code (specifying in detail the nature or any similar provision of such objectionstate, local or non-U.S. Law) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser is available shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (prepared in accordance with their respective Allocable Portionssuch method, (y) for which an election under Section 754 of the Code (or any similar provision of state, local or non-U.S. Law) may be made and Purchaser. The Returns has not already been made shall make such election and (z) shall be prepared in a manner such that any and all deductions, losses, or credits of any of the BioTE Companies resulting from, attributable to or accelerated by the payment of the Transaction Expenses in connection with the transactions contemplated by this Agreement are subject reported by the BioTE Companies and allocated to the taxable period ending on the Closing Date (or the portion of any disagreement shall not be filed until such disagreement is resolved; provided, however, Straddle Period ending on the Closing Date) to the maximum extent permitted by applicable Law (and the parties agree that, if such Returns must be filed the transactions contemplated by this Agreement are described in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected thereinTreasury Regulations Section 1.263(a)-5(e)(3), andthe amount of such Transaction Expenses will be computed assuming that an election is made to deduct 70% of any success-based fees for U.S. federal or state Income Tax purposes pursuant to Revenue Procedure 2011-29, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a2011-18 IRB).

Tax Returns. (a) Sellers shall prepare or cause to be prepared and filed file all Pre-Closing Tax Period Tax Returns of the Companies and each member of the Company Subsidiary required to be filed for all Tax Periods ending on or before the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary Group which are to be filed after the Closing Date, including, all Straddle Period Tax Returns of each member of the Company Group. The Purchasers shall provide an authorization to Seller’s to allow Sellers to execute such Pre-Closing Tax Period Tax Returns on behalf of the Company Group. Such Tax Returns shall be prepared in a manner consistent with the past practices and customs of the Company Group except to the extent any such practice or custom is clearly not permitted by applicable Law. Sellers shall use their Best Efforts to prepare and file the federal and state income Tax Returns for the taxable year of the Company Group that ends on the Closing Date (the “Pre-Closing Stub Returns”) within seventy-five (75) days of the Closing Date. Sellers shall deliver the Straddle Period Tax Returns to Purchaser at least thirty (30) days prior to the proposed filing date of such Tax Returns, for review and comment. Sellers shall make any changes requested by the Purchaser that may give rise are reasonable, in accordance with applicable Law and consistent with Sellers past practices in the preparation of its Straddle Period Tax Returns. Sellers shall not file the Straddle Period Tax Returns without the consent of Purchaser, which consent shall not be unreasonably withheld; provided, that it shall not be unreasonable to withhold consent to the filing of any Tax liability for which Sellers are Return that does not liable under comply with this Agreement not fewer than 30 Section 7.2. In the event that Sellers’ Representative refuses to make a change to the Straddle Period Tax Return requested by Purchaser and in the event that, within ten (10) days before following receipt by Sellers’ Representative of written notice from Purchaser that Purchaser is disputing the deadline for filing refusal of Sellers’ Representative to make any such change to the Straddle Period Tax Return, including extensionsthe determination of whether or not the change should be made to the Straddle Period Tax Return shall be referred to the Referee whose determination shall be conclusive and binding on the parties. The fees and expenses of the Referee shall be allocated among the Purchaser and the Sellers in the same manner as provided for in Section 3.6 hereof. Within ten (10) days prior to the due date of a Straddle Period Tax Return, the Purchaser shall notify pay the Sellers’ Representative the amount of Taxes attributable to the Post Closing Tax Period shown to be due on such Tax Returns prepared in writing if it objects accordance with this Section 7.2 and consented to any portion of a draft Return within 15 days after by the draft Return is delivered to PurchaserPurchaser in accordance with this Section 7. If the In addition, Sellers’ Representative does will provide Purchaser with copies of all other pre-Closing Date Tax Returns that have not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be been filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying Closing Date in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date advance of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)Tax Returns.

Tax Returns. (ai) Sellers Buyer shall cause the Company to be prepared prepare and filed timely file all Tax Returns of the Companies and Company (other than, if filed prior to the Company Subsidiary required to Closing, the 2020 U.S. federal income Tax Return, which shall be filed for all Tax Periods ending on or before by the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary Company) that are required to be filed after the Closing Date that may give rise (“Buyer Prepared Returns”) and, without limiting its rights under Article 10, to timely pay all Taxes associated with such Buyer Prepared Returns. Without duplication of any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before refund of Taxes in Section 6.9(d), if the deadline for filing amount of any item of Taxes included in the Final Purchase Price (as determined hereunder) exceeds the actual amount of such Return, including extensions. Purchaser shall notify item of Taxes required to be paid by Buyer or the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days Company after the draft Closing Date with respect to such item of Taxes, then upon the filing of the Tax Return on which such item of Taxes is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day periodbe paid, Sellers may Buyer shall promptly cause the Return Company to be filed and forward to or otherwise pay to the Stockholder Representative (on behalf of Sellers) such Return shall be deemed final and binding as between the parties heretoexcess amount. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Such Buyer Prepared Returns that are not resolved within an additional 10income Tax Returns for a Pre-day period Closing Tax Period shall be prepared by the Sellers’ Representative and Purchaser shall be resolved by Company’s historic income Tax Return preparer. To the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns extent that are subject any Buyer Prepared Return is an income Tax Return or is reasonably expected to relate to any disagreement Indemnified Taxes, Buyer shall not be filed until provide a copy of such disagreement is resolved; providedTax Return to the Stockholder Representative for its review and comment at least thirty days in the case of income Tax Returns, howeverand ten days in the case of non-income Tax returns, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and(or, if further changes any such due date is within 60 days following the Closing Date, as promptly as practicable following the Closing Date) and shall consider in good faith any timely and reasonable comments of the Stockholder Representative delivered at least five days prior to the due date for filing. Buyer and the Stockholder Representative shall cooperate in good faith to resolve any dispute regarding the Stockholder Representative’s comments to any such Tax Return; provided, however, that if Buyer and the Stockholder Representative are agreed upon or required unable to resolve any dispute prior to the due date of such Tax Return, such Tax Return shall be timely filed as revised by the Independent Stockholder Representative and such unresolved dispute shall be submitted for final and binding resolution to the Accounting FirmFirm (and such Tax Return shall be amended in accordance therewith, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(aif necessary).

Tax Returns. (a) Sellers Purchaser shall prepare, or cause to be prepared prepared, and filed file, or cause to be filed, on a timely basis and on a basis consistent with applicable law and past practice all Tax Returns of the Companies and with respect to the Company and any Company Subsidiary for taxable periods ending on or prior to the Closing Date and required to be filed for thereafter (the “Prior Period Returns”), and all Tax Periods ending on or periods that begin before the Closing DateDate and end after the Closing Date (collectively, the “Straddle Periods” and each a “Straddle Period”). Purchaser shall provide a draft copy of such Tax Returns to the Sellers’ Representative for its review at least ten Business Days prior to the due date thereof. The Sellers’ Representative shall deliver provide its comments to Purchaser for its review a draft at least five Business Confidential Treatment is Requested by Broadridge Financial Solutions, Inc. Pursuant to 17 C.F.R. 200.83 Days prior to the due date of each Return of the Companies such returns, and the Company Subsidiary to be filed after the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify make all changes requested by the Sellers’ Representative in good faith (unless Purchaser is advised in writing if it objects by its independent outside accountants or attorneys that such changes (i) are contrary to applicable law, or (ii) will, or are likely to, increase the post-Closing Tax liabilities of Purchaser or any portion of a draft Return within 15 days after its Affiliates. In the draft Return is delivered to Purchaser. If the event that Purchaser and Sellers’ Representative does are unable to resolve any dispute regarding the proper reporting of any items on such Tax Returns, such dispute shall be submitted to a mutually acceptable accounting firm, the decision of which shall be binding on both Purchaser and Sellers. To the extent such Taxes have not receive a written objection been accrued or otherwise reserved for on the Closing Balance Sheet and included in the calculation of Closing Working Capital, the Sellers shall be responsible for all Taxes with respect to the Company and any Company Subsidiary (specifying in detail i) shown to be due on such Prior Period Returns or (ii) shown to be due on Straddle Period Returns to the nature extent such Taxes relate to the portion of such objection) by Straddle Period ending on the end Closing Date (the “Pre-Closing Tax Period”). Purchaser and Sellers agree that Purchaser will utilize Company’s historic accounting firm to prepare any Prior Period Returns that such firm historically prepared and that Sellers will be responsible for the expenses related to such firm’s preparation of such 15-day periodTax Returns. To the extent Purchaser prepares any Prior Period Returns itself or utilizes a firm other than Company’s historic accounting firm to prepare such Tax Returns, Sellers may cause Purchaser will be responsible for the Return expenses related to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature preparation of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)Tax Returns.

Tax Returns. (a) Sellers Seller shall prepare and file, or cause to be ----------- prepared and filed, all of the Company's Tax Returns for all periods ending on or before the Closing Date for which such Tax Returns are due on or before the Closing Date, and the Seller shall pay, or cause to be paid, all Taxes shown as due thereon. Seller shall prepare and file, or cause to be prepared and filed filed, all Returns of the Companies and the Company Subsidiary required to be filed Company's Income Tax Returns for all Tax Periods taxable periods ending on or before the Closing Date, and the Seller shall pay, or cause to be paid, all Income Taxes shown as due thereon. Seller shall prepare, or cause to be prepared, such Income Tax Returns using accounting methods and other practices that are consistent with those used by the Company in its prior Income Tax Returns and items to be taken into account in the Company's Income Tax Returns for the short taxable period ending on the Closing Date shall be determined under the "closing-the-books" method as described in Treasury Regulations section 1.1502-76(b)(2)(i). The Sellers’ Representative Surviving Company shall deliver to Purchaser for its review a draft of each Return prepare and file all of the Companies Company's Income Tax Returns for all taxable periods ending after the Closing Date, and Surviving Company shall pay all Income Taxes shown as due thereon; provided, that with respect to any Interim Period the Surviving Company, to the extent applicable, shall be entitled to indemnification as set forth in Section 11.09(ii). The Surviving Company Subsidiary to be filed shall prepare and file all of the Company's Tax Returns (other than for Income Taxes) which are due after the Closing Date and which were not yet filed as of the Closing Date, and the Surviving Company shall pay all Taxes (other than Income Taxes) shown as due thereon; provided, that may give rise the Surviving Company, to any Tax liability the extent applicable, shall be entitled to indemnification as set forth in Section 11.09(v). In accordance with the principles of section 5 of Revenue Procedure 96-60, 1996-2 C.B. 399, provided that Seller provides Purchaser will all necessary payroll information for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline calendar year that includes the Closing Date and that Seller provides Purchaser with such other information and offers such assurances and cooperation reasonably requested by Purchaser relating to wages, withholding and payroll taxes, Surviving Company shall furnish a Form W-2 to each employee employed by Surviving Company who had been employed by Company, disclosing all wages and other compensation paid for filing such Return, including extensions. Purchaser shall notify calendar year and the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to PurchaserTaxes withheld therefrom. If the Sellers’ Representative does not receive Surviving Corporation receives a written objection Tax refund (specifying in detail whether paid to the nature of such objectionSurviving Company or credited against its Tax liability) by the end of such 15-day period, Sellers may cause the Return with respect to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) taxable periods ending on or before the end Closing Date, Purchaser shall remit the amount of such 15-day periodTax refund to Seller, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to an offset for any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)amounts due an Indemnified Party hereunder.

Tax Returns. (a) Sellers shall The Stockholders' Representative will have the exclusive authority and obligation to prepare and timely file, or cause to be prepared and filed timely filed, all Returns of the Companies and the Company Subsidiary required that are due with respect to be filed for all Tax Periods any taxable year or other taxable period ending on or before prior to the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return Such authority will include, but not be limited to, the determination of the Companies manner in which any items of income, gain, deduction, loss or credit arising out of the income, properties and operations of the Company Subsidiary will be reported or disclosed in such Returns; PROVIDED, HOWEVER, that such Returns will be prepared by treating items on such Returns in a manner consistent with the past practice with respect to such items, unless otherwise required by law. The Stockholders' Representative will provide to Parent drafts of all Returns of the Company required to be prepared and filed after by the Closing Date that may give rise to any Tax liability for which Sellers are not liable Stockholders' Representative under this Agreement not fewer than Section 6.1 at least 30 days before prior to the deadline due date for the filing of such ReturnReturns (including any extensions). At least 15 days prior to the due date for the filing of such Returns (including any extensions), including extensions. Purchaser shall Parent will notify the Sellers’ Stockholders' Representative in writing if it objects to of the existence of any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in reasonable detail the nature and basis of such objection) by the end of such 15-day period, Sellers Parent may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects have to any portion of the items set forth on such draft Return Returns (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser a "DISPUTE NOTICE"). Parent and the Sellers’ Stockholders' Representative shall attempt agree to mutually consult and resolve any disagreements in good faith regarding any such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaserobjection. The Returns Stockholders' Representative will not file any return without the prior written consent of Parent, which consent will not be unreasonably withheld or delayed; PROVIDED, HOWEVER, that are subject to any disagreement no such consent will be required if Parent shall not be filed until have timely delivered a Dispute Notice or the objections contained in such disagreement is Dispute Notice shall have been finally resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a).

Tax Returns. (ai) Sellers Seller shall file or cause to be prepared and filed when due (taking into account all extensions properly obtained all Tax Returns of the Companies and the Company Subsidiary that are required to be filed by or with respect to any of the Companies for taxable years or periods ending on or before the Closing Date and Seller shall remit or cause to be remitted any Taxes due in respect of such Tax Returns, and Purchaser shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Periods Returns that are required to be filed by or with respect to any of the Companies for taxable years or periods ending after the Closing Date, and Purchaser shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. Seller or Purchaser shall pay the other party for the Taxes for which Seller or Purchaser, respectively, is liable pursuant to paragraph (a) of this Section 5.14 but which are payable with any Tax Return to be filed by the other party pursuant to this paragraph (b) upon the written request of the party entitled to payment, setting forth in detail the computation of the amount owed by Seller or Purchaser, as the case may be, but in no event earlier than 10 days prior to the due date for paying such Taxes without regard to any indemnification limitations set forth in Article VIII. If either Company has the right (contractually or under applicable Law) to review, provide comments with respect to, consent to the filing of or take any other action with respect to, any Tax Return required to be filed by or with respect to the Owner Participant or the Partnership, then (i) to the extent such Tax Return relates to a taxable year or period ending on or before the Closing Date. The Sellers’ Representative , Seller shall deliver control such Company's exercise of such right and (ii) to Purchaser for its review the extent such Tax Return relates to a draft of each Return of the Companies and the Company Subsidiary to be filed after the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such ReturnStraddle Period, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature control such Company's exercise of such objection) by the end right, but Seller shall be entitled to participate in such Company's exercise of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)right.

Tax Returns. (a) Sellers shall The Company Entities shall, at the Company Entities’ cost and expense, prepare and timely file, or cause to be prepared and filed timely filed, all Tax Returns in respect of the Companies and Pass-Through Income Tax Matters for the Company Subsidiary Entities that are required to be filed for all Tax Periods ending on or before the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary to be filed after the Closing Date that may give rise in respect of any taxable periods ending on or prior to the Closing Date. The Buyer Entities shall cooperate with the Company Entities in the preparation and filing of such Tax Returns. Each such Tax Return shall be prepared in a manner consistent with past practice except as otherwise required by Applicable Law. The Company Entities shall provide Truist with drafts of such Tax Returns at least thirty (30) days in advance of filing for Truist’s review, comment and approval, and no such Tax Return shall be filed without the consent of Truist (which consent shall not be unreasonably withheld, conditioned or delayed). The Buyer Entities (or, with respect to any particular Company Entity, the relevant Buyer Entity or Buyer Entities) shall cause the Company Entities, at the Company Entities’ cost and expense, to prepare and timely file all Tax Returns in respect of Pass-Through Income Tax Matters for the Company Entities in respect of any Straddle Period (“Straddle Returns”). Each such Tax Return shall be prepared in a manner consistent with past practice except as otherwise required by Applicable Law. The relevant Buyer Entities shall provide Truist with drafts of such Straddle Returns at least thirty (30) days in advance of filing for Truist’s review, comment and approval, and no such Tax Return shall be filed without the consent of Truist (which consent shall not be unreasonably withheld, conditioned or delayed). If, with respect to any Tax liability for which Sellers Return described in the foregoing of this Section 6.02, Truist and the relevant Buyer Entities (or the relevant Company Entities, as applicable) are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects unable to any portion of resolve a draft Return dispute within 15 fifteen (15) days after Truist or the draft Return is delivered to Purchaser. If relevant Buyer Entities (or the Sellers’ Representative does not receive a written objection (specifying in detail the nature of relevant Company Entities), as applicable, provides such objection) by the end of such 15-day period, Sellers may cause the Tax Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies other party, the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser dispute shall be resolved by the Independent Accounting Firm, whose decision shall Firm (as defined below) in the same manner as disputes are intended to be final and whose fees shall be shared equally by Sellers (resolved in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected thereinSection 2.04(d), and, if further changes are agreed upon or required by provided that the Independent Accounting Firm, then Sellers Firm shall amend not resolve any dispute in favor of a party unless such Returns promptly to reflect such changesparty’s position is supported by the "more likely than not" standard under the Code or other applicable Tax Law. Purchaser The Buyer Entities shall cause the Companies and Company Entities, at the Company Subsidiary Entities’ cost and expense, to cooperate fully prepare and promptly timely file all other Tax Returns in connection with Sellers’ preparation respect of and such Company Entities that are required to be filed after the filing of all Returns under this Section 11.1(a)Closing Date.

Tax Returns. The Seller shall (aA) Sellers shall prepare and file (or cause to be prepared and filed filed) at its own expense, all Tax Returns of with respect to any Seller Consolidated Group for any Pre-Closing Tax Period (each, a “Seller Consolidated Tax Return”), and shall pay all Taxes shown as due thereon and (B) shall prepare or cause to be prepared all Separate Company Tax Returns for any taxable period ending on or prior to the Companies and the Company Subsidiary required Closing Date that are first due to be filed after the Closing Date (each, a “Seller Separate Company Tax Return” and, together with the Seller Consolidated Tax Returns, the “Seller Tax Returns”). Each Seller Separate Company Tax Return shall be submitted to Buyer at least forty-five (45) days (or as soon as reasonably practicable) prior to the due date thereof (including extensions) of such Seller Separate Company Tax Return for Buyer’s review and consent (not to be unreasonably withheld, conditioned or delayed). Buyer shall timely file all such Seller Separate Company Tax Returns prepared pursuant to this Section 4.1(a) (including pursuant to Section 4.1(a)(iv)). Seller shall pay to Buyer any Indemnified Taxes shown to be due on each such Seller Separate Company Tax Return at least five days prior to the due date thereof, and Buyer shall pay over to the appropriate Governmental Entity all Taxes shown to be due on each such Seller Separate Company Tax Return filed by Buyer pursuant to this Section 4.1(a). All Seller Tax Returns shall be prepared and filed in a manner consistent with past practice of the Seller Consolidated Group and applicable Law. Without limiting the foregoing, for all Tax Periods taxable periods ending on or before the Closing Date. The Sellers’ Representative , the Seller shall deliver (x) cause the Company to Purchaser for its review a draft of each Return join in the Seller’s consolidated federal income Tax Return, (y) include the income of the Companies Company (including any deferred items triggered into income by Treasury Regulations Section 1.1502-13 and the Company Subsidiary to be filed after the Closing Date that may give rise to any Tax liability for which Sellers are not liable excess loss account taken into income under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15Treasury Regulations Section 1.1502-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection19) on or before the end of Seller’s consolidated U.S. federal income Tax Returns and (z) timely pay any U.S. federal income Taxes attributable to such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)income.

Tax Returns. (a) Sellers shall Seller will prepare and file, or cause to be prepared and filed filed, all Tax Returns of the Companies Company (and predecessors of the Company Subsidiary required to be filed Company) for all Tax Periods taxable periods ending on or before the Closing Date. The Sellers’ Representative shall deliver to Purchaser Date (but not, for its review a draft the avoidance of each Return doubt, any Tax Returns of the Companies Company relating to any taxable period ending after and including the Company Subsidiary Closing Date (a “Straddle Period”)), whether filed prior to be filed or after the Closing Date Date. All such Tax Returns shall be filed consistent with past practice, except as required by applicable Law or as explicitly required by this Agreement. Seller shall submit all such returns to Buyer at least thirty (30) days prior to the due date (taking into account all applicable extensions) of the applicable return for Buyer’s reasonable comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed). Seller shall bear all Taxes shown as due on any such returns. Buyer or the Company shall prepare and file all Tax Returns (“Buyer Prepared Returns”) of the Company and of the other Company Entities that may give rise to any Tax liability for which Sellers are not liable being prepared and filed by the Seller in accordance with the preceding sentence. In the case of any Buyer Prepared Tax Return that could form the basis for an indemnity claim against the Seller under this Agreement not fewer than 30 or could affect Seller’s and/or any of the Purchase Price Beneficiaries’ Tax liability (each an “Applicable Tax Return”, such Applicable Tax Returns shall be filed consistent with past practice, except as require by applicable Law or as explicitly required by this Agreement. Buyer shall provide the Seller with a copy of any such Applicable Tax Return for Seller’s review and approval at least thirty (30) calendar days before prior to the deadline for filing due date (taking into account applicable extensions) of such Applicable Tax Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it If Seller objects to any portion of a draft Return item on any such Applicable Tax Return, Seller shall, within 15 ten days after delivery of such Applicable Tax Return, notify Buyer in writing that it so objects, specifying with particularity any such item and stating the draft Return is delivered to Purchaserspecific factual or legal basis for any such objection. If the Sellers’ Representative does not receive a written notice of objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final duly delivered, Buyer and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative Seller shall attempt to mutually resolve any disagreements negotiate in good faith regarding and use their reasonable commercial efforts to resolve such draft Returnitems. Any disagreements regarding If Buyer and Seller are unable to resolve any disputed items before the draft Returns that are not resolved within an additional 10-day period by due date for such Applicable Tax Return (taking into account applicable extensions), the Sellers’ Representative and Purchaser Applicable Tax Return shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared by the Buyer; provided that Seller and Buyer shall continue their good faith negotiations and the Applicable Tax Return so filed shall be amended (with any changes if necessary) to which reflect the Sellers’ Representative resolution ultimately agreed to by Seller and Purchaser agree prior Buyer. Subject to the date of filing reflected thereinSection 9.1(c), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser Buyer shall cause to be paid and discharged all Taxes shown due on any Buyer Prepared Returns before the Companies same shall become delinquent and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)before penalties accrue thereon.

Tax Returns. (a) Sellers Seller shall prepare and cause to be prepared and filed all Tax Returns of the Companies Company and the Company Subsidiary its Subsidiaries required to be filed for all Tax Periods periods ending on or before the Closing DateDate and shall pay all Taxes shown as due thereon; provided that Seller shall (i) cause the Company and its Subsidiaries to be included in any consolidated, unitary or combined Tax Return that will include the operations of the Company and its Subsidiaries for any Pre-Closing Tax Periods and (ii) cause such Tax Returns to be prepared in a manner consistent with the past practice in preparing similar Tax Returns unless otherwise required by Applicable Law. The Sellers’ Representative Seller shall deliver to Purchaser for its review a draft of each such Tax Return of the Companies Company and the Company Subsidiary its Subsidiaries to be filed after the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 14 days before the deadline for filing such Tax Return, including extensionsextensions (for the avoidance of doubt, Tax Returns of Seller’s parent entity shall not be subject to the delivery and review requirements of the foregoing sentence). Purchaser shall notify the Sellers’ Representative Seller in writing if it objects to any portion of a the draft Tax Return within 15 seven days after the draft Tax Return is delivered to Purchaser. If the Sellers’ Representative Seller does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15seven-day period, Sellers Seller may cause file the Tax Return to be filed and such Tax Return shall be deemed final and binding as between the parties heretoparties. If Purchaser notifies the Sellers’ Representative Seller that it objects to any portion of the draft Tax Return (specifying in detail the nature of such objection) on or before the end of such 15seven-day period, Purchaser and the Sellers’ Representative Seller shall attempt to mutually resolve any disagreements in good faith regarding such draft Tax Return. Any disagreements regarding the draft Tax Returns that are not resolved within an additional 10-day period by the Sellers’ Representative Seller and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) Seller and Purchaser. The Tax Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Tax Returns must be filed in order to avoid a penalty, such Tax Returns may be filed as prepared (with any changes to which the Sellers’ Representative Seller and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers Seller shall amend such Tax Returns promptly to reflect such changes. Purchaser shall cause the Companies Company and the Company Subsidiary its Subsidiaries to cooperate fully and promptly in connection with Sellers’ Seller’s preparation of and the filing of all Tax Returns under this Section 11.1(a9.1(a).

Tax Returns. (a) Sellers shall prepare or cause to be prepared and filed all Returns of the Companies and the Company Subsidiary required file or cause to be filed all tax returns for the Company for all Tax Periods periods ending on or before prior to the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary , which are required to be filed after the Closing Date Date. Seller shall permit Purchaser to review and comment on each such tax return prior to filing. All such tax returns shall be prepared and filed in a manner that may give rise is consistent with the prior practice of the Company. If any such tax returns are due after the closing and if the Seller is not authorized to file such tax return by law, the Sellers shall submit drafts of such returns to the Purchaser for its review at least 20-days prior to the due date of any Tax liability for which such tax return, provided, however, that such drafts of any such tax return shall be subject to the Purchaser’s review and approval. If the Sellers are not liable under this Agreement not fewer authorized to file such tax return by law, Purchaser shall timely file (or cause to be filed) such tax return due after the Closing Date with the appropriate taxing authorities. The Sellers shall pay or cause to be paid all taxes due and payable in respect of such pre-closing period tax return to the Purchaser no later than 30 three-days before prior to the deadline due date of such tax return. The Purchaser shall, in connection with its obligation to file (or cause to be filed) such tax return, pay (or cause to be paid) to the appropriate tax authority the amount of taxes shown to be due on such tax return. The Purchaser shall prepare and file or cause the Company to prepare and timely file, all tax returns to be filed by the Company, for filing all Straddle Periods (as defined herein). All such Returntax returns shall be prepared and filed in a manner that is consistent with the prior practice of the Company, including except as required by applicable law. The Purchaser shall deliver drafts of all such tax returns to the Seller for its review at least 30-days prior to the due date of any such tax return (taking into account valid extensions. Purchaser ) and shall notify the Sellers of the Purchaser’s calculation of the Sellers’ Representative share of the taxes of the Company for any Straddle Period, provided, however, that such tax returns and such calculation of the Sellers’ share of the tax liability for such period shall be subject to the Sellers’ review and approval, which approval shall not be unreasonable withheld or delayed. No later than five days prior to the filing of such tax return, the Seller shall deliver to Purchaser in writing if it objects immediately available funds the amount of Sellers’ share of the tax liability for such period. Subject to the preceding sentence, the Purchaser shall pay or cause to be paid their allocable share of any portion taxes due and payable in respect of such period. The parties shall act in good faith to resolve any dispute prior to the date on which a draft Return within 15 days after the draft Return tax return is delivered required to Purchaserbe filed. If the Sellers’ Representative does parties hereto cannot receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements disputed item, the item in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser question shall be resolved by an accounting firm, which may be the Independent Accounting Firmaccounting firm for the Purchaser, whose decision as promptly as practicable. The fees and expenses of the accounting firm shall be final paid one half by the Sellers and whose fees shall be shared equally one half by Sellers (in accordance with their respective Allocable Portions) and the Purchaser. The Returns that are subject Sellers shall make available to the Purchaser all tax returns (and other information related to taxes, including tax work papers and files in its possession) of the Company for taxable periods ending on December 31, 2006 and thereafter as well all other information to the extent available. Sellers shall retain all books and records with respect to the tax matters pertinent to the Company relating to any disagreement tax period being before the Closing Date until the expiration of the statute of limitations or the respective taxable periods and shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (abide by all record retention agreements with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)tax authority.

Tax Returns. The Purchaser, the Sellers, the Company and their successors shall cooperate in the preparation of all Tax Returns and reports and shall make available all necessary records and timely take all action necessary to allow for the preparation and filing of all Tax Returns and reports. Within ten (a10) days following the Closing, the Sellers shall deliver or shall cause to be prepared delivered to the Purchaser all books, records, returns, schedules, work papers, and filed all Returns other documents (including without limitation, appraisals and other background information) which are in the possession of the Companies and Sellers or which are not on the Company Subsidiary premises, and which relate to any Taxes of the Company for any taxable period. Prior to the delivery of the Materials described in the preceding sentence, the Sellers shall cooperate with the Purchaser in providing access to such Materials as is reasonably required to be filed for by the Purchaser. The parties hereto agree that the Sellers shall prepare all Tax Periods Returns for the Company for filing periods ending on or before the Closing Date. The Sellers’ Representative Date and shall deliver pay all Taxes arising during or with respect to Purchaser for its review a draft such filing periods, and shall also pay all Taxes arising during or with respect to the pre-Closing portion of each Return of any filing period which commences prior to the Companies Closing and the Company Subsidiary to be filed continues after the Closing Date that (but in each event, only to the extent not fully reserved against in the Unaudited Financial Statements), and shall also pay all Taxes arising as a result of the transactions contemplated by this Agreement. Upon mutual agreement between the Sellers and the Purchaser, the Company may give rise to prepare any such required Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensionsReturns. The Purchaser shall notify prepare all Tax Returns for the Sellers’ Representative in writing if it objects Company for the filing periods ending after the Closing Date, shall pay all Taxes arising during or with respect to any filing periods which commence on or after the Closing, and shall also pay all Taxes arising during or with respect to the pre-Closing portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day filing period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree commences prior to the date of filing reflected therein), and, if further changes are agreed upon or required by Closing and continues after the Independent Accounting Firm, then Sellers shall amend such Returns promptly Closing (but only to reflect such changes. Purchaser shall cause the Companies and extent fully reserved against in the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(aUnaudited Financial Statements).

Tax Returns. (a) Sellers Parent shall prepare or cause to be prepared prepared, and filed file, or cause to be filed, all Tax Returns of the Companies and for the Company Subsidiary required to be filed and each Company Entity for all Pre-Locked Box Tax Periods ending on or before that are due after the Closing Date. The Sellers’ Representative All such Tax Returns shall deliver to Purchaser for its review a draft of each Return be prepared in accordance with existing procedures, practices, and accounting methods of the Companies Company and each Company Entity, unless otherwise required by applicable Law; provided that Parent may at its election take on any such Tax Return a Tax position inconsistent with existing procedures, practices and accounting methods, but if Parent makes such election, it shall not be entitled to make an indemnification claim for any incremental Taxes resulting from such Tax position pursuant to Section 8.2(e). Each such Tax Return shall be submitted to the Seller Representative, for the Seller Representative’s review and comment (i) in the case of any income Tax Return, at least thirty (30) days prior to the due date of such income Tax Return (taking into account extensions) and (ii) in the case of any other material Tax Return, as soon as reasonably practicable prior to the due date of such Tax Return (taking into account extensions). If the Seller Representative disputes any item on any such Tax Return, it shall notify Parent of such disputed item (or items) and the basis for their objection within ten (10) days of their receipt of such Tax Return and Parent shall consider any reasonable comments of the Seller Representative in good faith. Parent shall not, and shall not permit any of its Affiliates (including the Company and the Company Subsidiary to be filed after Entities) to, take any action outside the ordinary course of business on the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered Closing. The parties hereto agree that any deductions for U.S. federal income Tax purposes attributable to Purchaser. If the Sellers’ Representative does not receive a written objection Transaction Expenses (specifying in detail without taking into account the nature penultimate sentence of such objectionthe “Transaction Expenses” definition) by or Option Consideration (without taking into account clause (iii) of the end of such 15-day period, Sellers may cause the Return to be filed and such Return “Option Consideration” definition) shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior attributable to the date of filing reflected therein), and, if further changes are agreed upon taxable period (or required portion thereof) ending on the Closing Date to the fullest extent permitted by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)applicable Law.

Tax Returns. (ai) Sellers The Members’ Representative shall prepare and file, or cause to be prepared and filed filed, at the cost and expense of the OppFi Companies, (A) all Tax Returns of each OppFi Company that are due on or prior to the Companies Closing Date (taking into account applicable extensions) and the (B) all Income Tax Returns of each OppFi Company Subsidiary required to be filed for all Tax Periods any taxable period ending on or before prior to the Closing Date, in each case, that are due after the Closing Date (collectively, the “Members Prepared Returns”). The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Each Members Prepared Return of the Companies and the Company Subsidiary to be filed after the Closing Date that may give rise shall be prepared in a manner consistent with the OppFi Companies’ past practices except as otherwise required by applicable Law. Each Members Prepared Return filed after the Closing Date (taking into account applicable extensions) shall be submitted to any Tax liability for which Sellers are not liable under this Agreement not fewer the Buyer no later than 30 thirty (30) days before prior to the deadline due date for filing such Return, including Tax Return (taking into account applicable extensions) for review. Purchaser shall notify the SellersThe Members’ Representative shall consider in writing if it objects good faith all reasonable comments received from the Buyer no later than ten (10) days prior to the due date for filing any portion such Tax Return (taking into account applicable extensions) and shall not file such Tax Return without the consent of the Buyer, such consent not to be unreasonably withheld, conditioned, or delayed. Except as otherwise required by law or would not reasonably be expected to have a draft material effect on the Buyer, no filed Members Prepared Return within 15 days may be amended after the draft Return is delivered to Purchaser. If Closing without the Sellersprior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that in all cases the Members’ Representative does not receive a written objection shall submit to the Buyer no later than thirty (specifying in detail the nature of such objection30) days prior to filing any amended Members Prepared Return for review and comment by the end Buyer and the Members’ Representative shall consider in good faith all reasonable comments received from Buyer within twenty (20) days of delivering any such 15-day periodTax Returns to the Buyer. The Buyer shall prepare and file, Sellers may or cause the Return to be filed prepared and such filed, at the cost and expense of the OppFi Companies, all Tax Returns of each OppFi Company (other than Members Prepared Returns) for any Pre-Closing Tax Period or Straddle Period that are due after the Closing Date (taking into account applicable extensions) (the “Buyer Prepared Returns”). Each Buyer Prepared Return shall be deemed final prepared in a manner consistent with the OppFi Companies’ past practices except as otherwise required by applicable Law. Each Buyer Prepared Return shall be submitted to the Members’ Representative no later than thirty (30) days prior to the due date for filing such Tax Return (taking into account applicable extensions) for review and binding as between approval, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, each Income Tax Return described in this Section 7.1(a) for a taxable period that includes the Closing Date (x) for which the “interim closing method” under Section 706 of the Code (or any similar provision of state, local or non-U.S. Law) is available shall be prepared in accordance with such method, (y) for which an election under Section 754 of the Code (or any similar provision of state, local or non-U.S. Law) may be made shall make such election and (z) shall be prepared in a manner such that any and all deductions, losses, or credits of any of the OppFi Companies resulting from, attributable to or accelerated by the payment of the Transaction Expenses in connection with the transactions contemplated by this Agreement are reported by the OppFi Companies and allocated to the taxable period ending on the Closing Date (or the portion of any Straddle Period ending on the Closing Date) to the maximum extent permitted by applicable Law (and the parties hereto. If Purchaser notifies the Sellers’ Representative agree that it objects to 70% of any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15success-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose based fees shall be shared equally deductible for U.S. federal or state Income Tax purposes pursuant to Revenue Procedure 2011-29, 2011-18 IRB to the extent permitted by Sellers applicable Law). For the avoidance of doubt, all Tax Returns of each OppFi Company (other than Members Prepared Returns and Buyer Prepared Returns) that are filed after the Closing Date shall be prepared and filed in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date terms of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)A&R LLCA.

Tax Returns. The Securities Administrator shall (a) Sellers shall maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver to the Indenture Trustee to be forwarded to each Noteholder and to the Certificate Registrar to be forwarded to each Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed all Returns of such tax returns relating to the Companies and the Company Subsidiary Trust as may be required to be filed for all Tax Periods ending on or before the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary to be filed after the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of Code and applicable Treasury Regulations (making such 15-day periodelections as may from time to time be required or appropriate under any applicable state or federal statutes, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on rules or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolvedregulations); provided, however, thatthat the Securities Administrator shall not be required to (x) compute the Issuer's gross income, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (y) prepare and file corporation tax returns on behalf of the Trust or (z) calculate and/or report any "excess inclusions" with any changes to which the Sellers’ Representative and Purchaser agree prior respect to the date Certificates, and provided, further, that the Securities Administrator shall not be required to do any additional tax work caused by any change in the tax treatment of the Notes or the Trust from the treatment contemplated hereunder on the Closing Date unless the Securities Administrator receives (i) an Opinion of Counsel reasonably satisfactory to it (which shall not be at the Securities Administrator's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings and (ii) reasonable additional compensation for the preparation and filing reflected therein), and, if further changes are agreed upon of such additional returns. The Owner Trustee shall sign all tax and information returns prepared or required caused to be prepared by the Independent Accounting Firm, then Sellers shall amend such Returns promptly Securities Administrator pursuant to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)5.03 at the request of the Securities Administrator, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Securities Administrator. There shall be no separate tax reporting requirements with respect to the Transferor Interest. The Certificate Registrar shall collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders. The Paying Agent shall prepare or cause to be prepared the appropriate forms relating to the collection of withholding tax by the Certificate Registrar.

Tax Returns. (a) Sellers The Company shall prepare or cause to be prepared and shall timely file or cause to be timely filed all Tax Returns with respect to the Company and each of its Subsidiaries, except that Intel shall be responsible for and shall prepare at its own expense any United States federal income Tax Return of the Company (IRS Form 1065) for all periods through and including the Closing Date. Except as provided in Schedule 7.9 or as requested by the Sellers and consented to in writing by Micron (such consent not to be unreasonably conditioned, withheld or delayed), all Tax Returns with respect to the Company and each of its Subsidiaries for any taxable period that ends prior to or includes the Closing Date shall be prepared in a manner consistent with prior Tax Returns filed by or with respect to the Company and each of its Subsidiaries, except as otherwise required by Applicable Law. The Company shall timely remit or cause to be remitted to the appropriate Governmental Entity all Taxes of the Company or any of its Subsidiaries shown to be due on such Tax Returns. With respect to any 4917039.19 such Tax Return that is material and is filed prior to Closing, the Sellers shall use all reasonable efforts to cause the Company to, and with respect to any such Tax Return that is material and that is filed following the Closing, Micron shall cause the Company to, provide a draft of such Tax Return, together with all supporting documents, to the other Party or Parties (as applicable) no later than 30 days prior to the filing thereof; and any disputes concerning the manner in which such Tax Returns are prepared shall be resolved as provided in Section 7.9(g). Except as required by a determination of a Governmental Entity or as provided in Schedule 7.9, neither Micron, on the one hand, or the Sellers, on the other hand, shall amend or permit to be amended any Tax Returns of the Companies and Company or any of its Subsidiaries to the extent such amendment by or permitted by Micron could increase the liability of the Sellers for Taxes (whether under this Agreement or otherwise), or such amendment by or permitted by the Sellers could increase the liability of Micron or its Affiliates for Taxes (whether under this Agreement or otherwise), without the consent of the Party that could be adversely affected (such consent not to be unreasonably withheld, conditioned or delayed). Unless Intel otherwise directs, none of Micron, the Company Subsidiary required to be filed or any of their Affiliates shall change the classification for all Tax Periods U.S. federal income tax purposes of the Company and its Subsidiaries for any taxable period or portion thereof ending on or before the Closing Date. The Sellers’ Representative shall deliver to Purchaser for its review a draft of each Return of the Companies and the Company Subsidiary to be filed after the Closing Date that may give rise to any Tax liability for which Sellers are not liable under this Agreement not fewer than 30 days before the deadline for filing such Return, including extensions. Purchaser shall notify the Sellers’ Representative in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If the Sellers’ Representative does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Sellers may cause the Return to be filed and such Return shall be deemed final and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a).

Tax Returns. (ai) Sellers Following the Closing, the Sellers’ Representative shall prepare, or cause to be prepared and filed prepared, at the Company’s expense, all Tax Returns of the Companies and the Company Subsidiary that are required to be filed by, or with respect to, Holdco for all Tax Periods taxable periods ending on or before the Closing Date and for taxable periods including, but not ending on, the Closing Date and in Sellers’ Representative’s discretion, amendments to any Tax Returns previously filed (including Flow-Through Tax Returns) (collectively, “Seller Returns”). Such Seller Returns shall, to the maximum extent permitted by applicable Law, include the Transaction Deductions as deductions for any taxable period including the Closing Date. The Sellers’ Representative will cause such Seller Returns to be timely filed consistently with past practice except as otherwise required by applicable law and will provide a copy to the Buyer. Notwithstanding the foregoing, Sellers’ Representative shall deliver not amend, re-file or otherwise modify any previously filed Tax Return without the Buyer’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed, to Purchaser the extent such amended Tax Return would adversely affect the liability for its review a draft Taxes of each Return of the Companies and Buyer or the Company Subsidiary to be filed ending after the Closing Date or reduce a Tax benefit of Buyer or the Company after the Closing Date. The Buyer shall prepare (or cause to be prepared) and timely file (or cause to be filed) all Tax Returns of the Company due after the Closing Date for any Pre-Closing Tax Period and taxable period including, but not ending on, the Closing Date in accordance with past practices of Holdco or the Company and timely pay (or cause to be paid) all related Taxes. The Buyer shall cause to be paid all Taxes imposed on the Company for all such Tax Returns for which it has filing responsibility, and for such Taxes shown as due on Tax Returns with an original due date (including applicable extensions) after the Closing that may give rise has not been filed as of the Closing, to the extent such Taxes were not taken into account in the determination of Final Purchase Price pursuant to Section 1.3(d), the payment for such Taxes apportioned to any Pre-Closing Tax liability for Period pursuant to Section 5.15(c) shall be funded by Holdco via a payment to the Company by Holdco no later than the day which Sellers are not liable under this Agreement not fewer than 30 days before is the deadline for filing such Return, including extensions. Purchaser shall notify later of (A) five (5) Business Days after the Buyer or the Company provides notice to the Sellers’ Representative in writing if it objects of the upcoming Tax payment obligation (including the amount of the Tax obligation and the day such Taxes are to any portion of a draft Return within 15 days after be paid) and (B) three (3) Business Days before the draft Return is delivered to Purchaser. If day the Sellers’ Representative does not receive a written objection (specifying in detail the nature payment of such objection) Taxes will be made by the end of Company (as specified in the notice referred to in clause (A)), and if not timely paid by Holdco, such 15-day period, Sellers may cause the Return to be filed and such Return payment shall be deemed final funded directly from Sellers, severally and binding as between the parties hereto. If Purchaser notifies the Sellers’ Representative that it objects to any portion of the draft Return (specifying in detail the nature of such objection) on or before the end of such 15-day periodnot jointly, Purchaser and the Sellers’ Representative shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Sellers’ Representative and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Sellers (in accordance with their respective Allocable Portions) and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Sellers’ Representative and Purchaser agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Sellers shall amend such Returns promptly to reflect such changes. Purchaser shall cause the Companies and the Company Subsidiary to cooperate fully and promptly in connection with Sellers’ preparation of and the filing of all Returns under this Section 11.1(a)Indemnification Pro Rata Percentages.