Common use of Tax Returns Clause in Contracts

Tax Returns. Seller shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basis.

Tax Returns. Seller shall prepare or Borrower will cause to be prepared all Income Tax Returns which include the Acquired Company provided to Lender copies of annual filed federal tax returns for Borrower, SunLink and Healthcare (or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due consolidated return with respect to one or more of them) for each year on or before the Submission Deadline. “Submission Deadline” is defined as the date which is fifteen (15) days after the Filing Deadline. “Filing Deadline” is defined as the deadline for the filing of such Income Tax Returnstax returns established by the Internal Revenue Code (the “IRC”) for Borrower (or SunLink so long as Borrower is part of a SunLink consolidated group) for the immediately preceding calendar year. Purchaser shall prepare If Borrower (or cause to be prepared SunLink so long as Borrower is part of a SunLink consolidated group) (on a basis consistent with past Tax Returns i) timely files an application for an extension of the Acquired Company Filing Deadline with the Internal Revenue Service (“IRS”); (ii) timely pays any estimated tax liability and satisfies any other requirements established by the Subsidiaries) and timely file or cause IRC in order to be timely filed all other Tax Returns qualify for an extension of the Acquired Company Filing Deadline; and (iii) provides Lender with a copy of such filed application for an extension of the Subsidiaries for Pre-Closing Tax Periods that are due Filing Deadline, evidence of the payment of any estimated tax liability, and documentation satisfactory to Lender evidencing compliance with any other requirements of the IRC on or before the Submission Deadline, Borrower (or SunLink so long as Borrower is part of a SunLink consolidated group) will thereafter provide Lender with a copy of the filed tax return on or before the date which is fifteen (15) days after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days extended Filing Deadline. Borrower hereby represents, warrants, covenants and affirms to review Lender that all tax returns now or hereafter provided by Borrower, SunLink and comment on each such Tax Return prior Healthcare to filing Lender are and shall make such revisions to such Tax Returns as are reasonably requested by will be true and correct copies of the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance original tax returns filed with the procedures set forth in Section 8.03(f)) for any amount owed IRS. The delivery by Seller pursuant Borrower, SunLink and Healthcare of each tax return to Section 8.03 with respect to Lender shall constitute a reaffirmation that such Straddle Period Separate Company Income Tax Returns. Purchaser tax return is a true and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as correct copy of the close of business on original tax return filed with the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisIRS.

Tax Returns. Seller (a) Through the Closing, each of SE Transmission and MLP GP shall prepare cause Saltville LLC to continue either to be treated as a partnership or disregarded as an entity separate from its owner for federal income tax purposes pursuant to Treasury Regulation Section 301.7701-3(b)(1), and the operations of each of the Saltville Companies through the Effective Time shall be reflected on the consolidated federal income Tax Return of Spectra Energy Corp. The income of the Saltville Companies will be apportioned to the period up to and including the Effective Time, and the period after the Effective Time, by closing the books of the Saltville Companies as of the Effective Time. (b) Except as provided in Section 7.1(d) for ad valorem Taxes, with respect to any Tax Return of any Saltville Company covering a taxable period ending on or before the Effective Time that is required to be filed after the Effective Time, SE Transmission shall cause such Tax Return to be prepared and shall cause to be prepared included in such Tax Return all Income Tax Returns which include items required to be included therein. Not later than 15 days prior to the Acquired Company or any due date of each such Tax Return, SE Transmission shall deliver a copy of such Tax Return to Spectra MLP together with a statement of the Subsidiaries difference, if any, of the amount of Tax shown due on such Tax Return over the amount set up as a liability for such Tax (for the period through the Effective Time) in the Final Net Working Capital. If the Tax shown on the Tax Return exceeds the amount set up as a liability for the Tax (for the period through the Effective Time) in the Final Net Working Capital, not later than the due date of such Tax Return, each of SE Transmission and MLP GP shall pay to Spectra MLP its share of such amount of such excess. If the amount set up as a liability for the Tax (for the period through the Effective Time) in the Final Net Working Capital exceeds the Tax shown on the Tax Return, not later than the due date of such Tax Return, Spectra MLP shall pay to SE Transmission and MLP GP in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement the amount of such excess. Spectra MLP shall cause such Saltville Company to file the Tax Return and timely pay the Taxes shown due on such Tax Return. (c) With respect to any Tax Return of a Saltville Company covering a taxable period beginning on or before the Effective Time and ending after the Effective Time that is required to be filed after the Effective Time, Spectra MLP shall cause such Tax Return to be prepared and shall cause to be included in such Tax Return all Tax Periods ending items required to be included therein. Spectra MLP shall determine (by an interim closing of the books as of the Effective Time except for franchise Taxes based solely on capital and ad valorem Taxes which shall be prorated on a daily basis) the Tax which would have been due with respect to the period covered by such Tax Return if such taxable period ended on the Effective Time (the “Pre-Closing Tax”). For this purpose, any franchise Tax paid or payable with respect to any Saltville Company shall be allocated to the taxable period for which payment of the Tax provides the right to engage in business, regardless of the taxable period during which the income, operations, assets or capital comprising the base of such Tax is measured. Not later than 15 days prior to the due date of each such Tax Return, Spectra MLP shall deliver a copy of such Tax Return to each SE Transmission and MLP GP for their review. Spectra MLP shall make all reasonable changes to such Tax Return as requested by each of SE Transmission and MLP GP not later than ten days prior to the due date of such Tax Return. Not later than the due date of the Tax Return, either (i) each of SE Transmission and MLP GP shall pay to Spectra MLP their share of the excess, if any, of the Pre-Closing Tax over the amount set up as a liability for the Pre-Closing Tax in the Final Net Working Capital, or (ii) Spectra MLP shall pay to SE Transmission or MLP GP in proportion to such Party’s ownership of Saltville LLC prior to this Agreement the excess, if any, of the amount set up as a liability for the Pre-Closing Tax in the Final Net Working Capital over the Pre-Closing Tax. Spectra MLP shall cause such Saltville Company to file the Tax Return and timely pay the Taxes shown due on such Tax Return. (d) Ad valorem Taxes relating to the Saltville Companies for any tax year that includes periods prior to the Closing Date which are filed after shall be prorated on a daily basis between Spectra MLP on the one hand and SE Transmission on the other hand, with SE Transmission responsible for the prorated portion of such Taxes for the period up to and including the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies Spectra MLP responsible for the prorated portion of such Consolidated Income Taxes after the Closing Date. The Party that receives the ad valorem Tax Returns insofar as billing (the “Billed Party”) shall provide a copy of such Tax Returns relate billing to the Acquired Company)other Party together with a calculation of the prorated ad valorem Taxes owed by each Party. Seller The Party that did not receive the ad valorem Tax billing shall permit Purchaser at least thirty pay its prorated portion of the ad valorem Taxes to the Billed Party prior to the due date of such Taxes and the Billed Party shall be responsible for the timely payment of the ad valorem Taxes to the taxing authorities. (30e) days to review and comment on each Separate Company Income Any Tax Return prepared pursuant to the provisions of this Section 7.1 shall be prepared in a manner consistent with practices followed in prior years with respect to filing similar Tax Returns, except as otherwise required by Law or fact. Any dispute arising pursuant to the provisions of Section 7.1(b) or Section 7.1(c) shall be resolved pursuant to procedures comparable to the procedures applicable under Sections 2.4. (f) Spectra MLP, MLP GP and SE Transmission shall make such revisions cooperate fully, and Spectra MLP shall cause each of the Saltville Companies to cooperate fully, as are and to the extent reasonably requested by the Purchaserother Party, in connection with the preparation and filing of Tax Returns pursuant to this Section 7.1 (and Section 7.5), requests for the provision of any information or documentation within the knowledge or possession of the other Party as reasonably necessary to facilitate compliance with financial reporting obligations arising under FASB Statement No. 109 (including without limitation, compliance with Financial Accounting Standards Board Interpretation No. 48), and Purchaser shall execute and timely file such Separate Company Income any audit, litigation or other proceeding (each a “Tax Returns. Seller shall pay all Taxes due Proceeding”) with respect to Taxes. Such cooperation shall include access to, the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any such Income Tax Returns. Purchaser shall prepare Return or cause to be prepared (Tax Proceeding, and making employees available on a mutually convenient basis consistent to provide additional information and explanation of any material provided hereunder. SE Transmission will, MLP GP will and Spectra MLP will and will cause the Saltville Companies to, (i) retain all books and records with past respect to Tax Returns matters pertinent to the Saltville Companies relating to any taxable period beginning before the Effective Time until the later of six years after the Effective Time or the expiration of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns applicable statute of limitations of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date respective taxable periods (including any Straddle Period Separate Company Income extensions thereof), and to abide by all record retention agreements entered into with any Tax Returns.Authority, and (ii) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return give the other party reasonable written notice prior to filing transferring, destroying or discarding any such books and records and, if the other party so requests, Spectra MLP, MLP GP or SE Transmission, as the case may be, shall make allow the other parties to take possession of such revisions books and records. Spectra MLP, MLP GP and SE Transmission each agree, upon request, to such use Reasonable Efforts to obtain any certificate or other document from any Tax Returns Authority or any other Person as are reasonably requested by the Seller. Purchaser shall pay all Taxes due may be necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed transactions contemplated by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisthis Agreement.

Tax Returns. Seller shall duly and timely file all Seller Group Tax Returns, and shall cause Target Company to duly and timely file all Target Tax Returns, required to be filed on or before the Closing Date (including such Tax Returns filed pursuant to any valid extension of time to file). Seller shall prepare and duly and timely file all Seller Group Tax Returns that are due after the Closing Date with respect to periods ending on or before the Closing Date. Seller shall prepare and Buyer shall cause Target Company to duly and timely file all Target Tax Returns that are due after the Closing Date with respect to periods ending on or before the Closing Date. Such Seller Group Tax Returns and Target Tax Returns shall be prepared all Income on a basis consistent with the prior Tax Returns which include for the Acquired Company or any same Person. Seller shall allow Buyer a reasonable opportunity to review and comment on such Seller Group Tax Returns (insofar as they relate to Target Company) and such Target Tax Returns. Seller shall prepare drafts of all Target Tax Returns that are due after the Subsidiaries for all Tax Periods Closing Date with respect to taxable periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days allow Buyer a reasonable opportunity to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller Buyer shall pay all Taxes due with respect cause Target Company to file such Income Target Tax Returns. Purchaser shall prepare or cause to be ; provided, that such Target Tax Returns have been prepared (on a basis consistent with past prior Tax Returns of the Acquired Target Company and the Subsidiaries) and timely file or cause to be timely filed all other do not reflect positions that Buyer reasonably determines are not supported by Applicable Law. Buyer shall prepare, on a basis consistent with prior Tax Returns of Target Company, all Target Tax Returns that relate to taxable periods beginning on or prior to the Acquired Company Closing Date and the Subsidiaries for Pre-Closing Tax Periods that are due ending after the Closing Date (including any Straddle Period Separate Date. Target Company Income Tax Returns.) Purchaser shall permit furnish Seller at least thirty (30) days to review and comment on each with such Tax Return prior to filing and shall make such revisions to such information as Seller may reasonably request in connection with the preparation of or for inclusion in Seller Group Tax Returns as are reasonably requested by for the Sellerperiods ending on or before the Closing Date. Purchaser No election under Section 336(e) of the Code shall pay all Taxes due be made with respect to such Tax ReturnsTarget Company in connection with any transaction contemplated by this Agreement; provided, however, that Seller shall pay Purchaser (in accordance with any deemed election resulting from, or election required to make effective, the procedures set forth elections provided for in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basis3.3 hereof shall be permitted.

Tax Returns. (a) Seller shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries Company (i) required to be filed after the date hereof for all Tax Pre-Effective Date Periods ending and (ii) required to be filed after the date hereof but on or prior to the Closing Date which are filed after for all Straddle Periods (the Closing Date “Seller Tax Returns”). Such Seller Tax Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable Law. Reasonably in advance of the due date for the filing of any such Seller Tax Return, Seller shall deliver a draft of such Tax Return, together with all supporting documentation and shall file workpapers, to Purchaser for its review and reasonable comment. Purchaser or Seller, as applicable, will cause such Tax Return (as revised to incorporate Purchaser’s reasonable comments) to be timely filed all such Consolidated Income Tax Returns (and shall promptly will provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate a copy thereof to the Acquired Company)non-filing Party. Seller shall permit Purchaser at least thirty Not later than five (305) days prior to review and comment on each Separate Company Income the due date for payment of Taxes with respect to any Seller Tax Return prior to filing and shall make such revisions as are reasonably requested filed by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all to Purchaser the amount of any Seller Taxes due with respect to such Income Tax Returns. Return. (b) Purchaser shall prepare or cause to be prepared all Tax Returns of the Company required to be filed after the Closing Date for all Straddle Periods (“Purchaser Tax Returns”). Such Purchaser Tax Returns shall be prepared on a basis consistent with past Tax Returns practice except to the extent otherwise required by applicable Law. Reasonably in advance of the Acquired Company due date for the filing of any such Purchaser Tax Returns, Purchaser shall deliver a draft of such Tax Return, together with all supporting documentation and the Subsidiariesworkpapers, to Seller for its review and reasonable comment. Purchaser will cause such Tax Return (as revised to incorporate Seller’s reasonable comments) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date will provide a copy thereof to Seller. Not later than five (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (305) days to review and comment on each such Tax Return prior to filing and shall make such revisions the due date for payment of Taxes with respect to such any Purchaser Tax Returns as are reasonably requested by the Seller. Purchaser Return, Seller shall pay all to Purchaser the amount of any Seller Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisReturn.

Tax Returns. Seller Sellers shall prepare or cause to be prepared all Income Tax Returns which include relating to the Acquired Company or any of Purchased Assets for the Subsidiaries for all Tax Periods periods ending on or prior to the Closing Date which are filed after the Closing Date Date. Buyer shall prepare and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate relating to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaserall real property taxes, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due personal property taxes, or similar ad valorem obligations levied with respect to such Income Tax Returns. Purchaser shall prepare the Purchased Assets (excluding any Transfer Taxes) for any taxable period beginning on or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company before and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due ending after the Closing Date (including any a “Straddle Period,” and such taxes, “Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Taxes”), whether imposed or assessed before or after the Closing Date, other than Straddle Period Tax Returns as that Sellers are reasonably requested required to file by the Sellerapplicable law. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) The Liability for any amount owed by Seller pursuant to Section 8.03 with respect to payment of each such Straddle Period Separate Company Income Tax Returns. Purchaser shall be prorated between Buyer and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including Sellers at the Closing Date based on the basis that the relevant Tax Period ended as 100% of the close amount of business such Straddle Period Tax imposed for the prior taxable period. The portion of each such Straddle Period Tax that is allocable to the Sellers shall be the product of (i) 100% of the amount of such tax for the prior taxable period and (ii) a fraction, the numerator of which is the number of days in the Tax period ending on the Closing Date unless and the relevant Tax denominator of which is the number of days in the entire tax period. The amount of tax allocable to the Sellers pursuant to this section in excess of amounts allocated thereto as provided for as Priority Claims or Administrative Expense Claims shall be withheld from the Purchase Price, and the Buyer shall be responsible for remitting all Straddle Period Taxes to the appropriate Taxing Authority will not accept a Tax Return filed on that basiswhen due.

Tax Returns. (a) Through the Closing, Seller shall prepare or cause each of the Companies to continue to be prepared all Income treated as disregarded as an entity separate from the Seller for federal and, as applicable, state or local income Tax Returns which include purposes pursuant to Treasury Regulation Section 301.7701-3(b)(1), and Seller shall reflect the Acquired Company or any operations of the Subsidiaries for all Companies through the Closing Date on its federal and, as applicable, state or local income Tax Periods Returns. The income of the Companies will be apportioned to the period up to and including the Closing Date, and the period after the Closing Date by closing the books of the Companies as of the Closing Date. (b) With respect to any Tax Return of a Company covering a taxable period ending on or prior to before the Closing Date which are that is required to be filed after the Closing Date Date, Seller shall cause such Tax Return to be prepared and shall file or cause to be included in such Tax Return all items required to be included therein. Not later than 30 days prior to the due date of each such Tax Return, Seller shall deliver a copy of such Tax Return to Buyer together with a statement of the difference, if any, of the amount of Tax shown due on such Tax Return over the amount set up as a liability for such Tax in the Closing Statement. If the Tax shown on the Tax Return exceeds the amount set up as a liability for the Tax in the Closing Statement, not later than the due date of such Tax Return, Seller shall pay to Buyer the amount of such excess. If the amount set up as a liability for the Tax in the Closing Statement exceeds the Tax shown on the Tax Return, not later than the due date of such Tax Return, Buyer shall pay to Seller the amount of such excess. Buyer shall cause the Company to file the Tax Return and timely pay the Taxes shown due on such Tax Return. (c) With respect to any Tax Return of a Company covering a taxable period beginning on or before the Closing Date and ending after the Closing Date that is required to be filed all after the Closing Date, Buyer shall cause such Consolidated Income Tax Returns (Return to be prepared and shall promptly provide Purchaser cause to be included in such Tax Return all Tax items required to be included therein. Buyer shall determine (by an interim closing of the books as of the Closing Date except for ad valorem Taxes which shall be prorated on a daily basis) the Tax which would have been due with copies respect to the period covered by such Tax Return if such taxable period ended on the Closing Date (the “Pre-Closing Tax”). Not later than 30 days prior to the due date of each such Tax Return, Buyer shall deliver a copy of such Consolidated Income Tax Returns insofar as Return to Seller for its review. Buyer shall make all reasonable changes to such Tax Returns relate Return requested by Seller not later than ten days prior to the Acquired Company)due date of such Tax Return. Not later than the due date of the Tax Return, Seller shall permit Purchaser at least thirty pay to Buyer the excess, if any, of the Pre-Closing Tax over the amount set up as a liability for such Tax in the Closing Statement. (30d) days to review and comment on each Separate Company Income Any Tax Return prepared pursuant to the provisions of this Section 7.1 shall be prepared in a manner consistent with practices followed in prior years with respect to filing similar Tax Returns, except as otherwise required by Law or fact. (e) Buyer and Seller shall make such revisions cooperate fully, and Buyer shall cause each of the Companies to cooperate fully, as are and to the extent reasonably requested by the Purchaserother Party, in connection with the preparation and Purchaser shall execute filing of Tax Returns pursuant to this Section 7.1 and timely file such Separate Company Income any audit, litigation or other proceeding (each a “Tax Returns. Seller shall pay all Taxes due Proceeding”) with respect to Taxes. Such cooperation shall include access to, the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any such Income Tax Returns. Purchaser shall prepare Return or cause to be prepared (Tax Proceeding, and making employees available on a mutually convenient basis consistent to provide additional information and explanation of any material provided hereunder. Seller will, and Buyer will and will cause the Companies to, retain all books and records with past respect to Tax Returns matters pertinent to the Companies relating to any taxable period beginning before the Closing Date until the earlier of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due six years after the Closing Date (including or the expiration of the applicable statute of limitations of the respective taxable periods, and to abide by all record retention agreements entered into with any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Authority. Buyer and Seller at least thirty (30) days each agree, upon request, to review and comment on each such use Reasonable Efforts to obtain any certificate or other document from any Tax Return prior Authority or any other Person as may be necessary to filing and shall make such revisions to such mitigate, reduce or eliminate any Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due that could be imposed with respect to such Tax Returns; providedthe transactions contemplated by this Agreement. (f) Within 45 days after the date provided for in Section 2.4(e), however, that Buyer shall prepare and deliver to Seller shall pay Purchaser (for its review an allocation of the Purchase Price among the assets of the Companies in accordance with Section 1060 of the procedures set forth in Section 8.03(f)Code. Within 30 days of its receipt of such allocation, Seller shall (i) for notify Buyer that it concurs with the allocation or (ii) provide written comments to the allocation. If Buyer and Seller disagree on any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser aspect of the allocation, Buyer and Seller agree to cause use Reasonable Efforts to resolve any such disagreement within 90 days after the Acquired Company date provided for in Section 2.4(e). Any allocation of the Purchase Price agreed to pursuant to this subsection shall be binding on Buyer and Seller for all Tax reporting purposes, and Buyer and Seller shall each use Reasonable Efforts to sustain such allocation in any subsequent Tax audit or similar proceeding. If Buyer and Seller are unable to agree upon an allocation within 90 days after the Subsidiaries date provided for in Section 2.4(e), Buyer and Seller shall be entitled to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisseparate allocations.

Tax Returns. (a) Seller shall prepare and timely file, or shall cause to be prepared and timely filed, all Tax Returns in respect of the Company that are required to be filed (taking into account any extension) on or before the Closing Date or that relate to taxable periods ending on or before the Closing Date but are required to be filed after the Closing Date. Such Tax Returns shall be prepared in accordance with past practices of the Company. Seller shall deliver to Buyer at least ten days prior to the due date (or as soon as reasonably practicable thereafter) a draft of such Tax Returns for Buyer’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. Seller shall pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date or that relate to taxable periods ending on or before the Closing Date, except for Taxes in connection with a transaction entered into outside of the ordinary course of business on the Closing Date after Closing. (b) Buyer shall prepare and timely file, or cause to be prepared all Income and timely filed, any Tax Return (a “Straddle Period Tax Return”) required to be filed by the Company for a Straddle Period. Such Straddle Period Tax Returns which include the Acquired Company or any shall be prepared in accordance with past practices of the Subsidiaries Company to the extent relating to the portion of the Straddle Period ending on or before the Closing Date, except as required by applicable Law. Buyer shall deliver to Seller at least ten days prior to the due date (or as soon as reasonably practicable thereafter) a draft of such Straddle Period Tax Returns for Seller’s review and, to the extent that such Straddle Period Tax Returns relate to periods ending on or before the Closing Date, approval, which approval shall not be unreasonably withheld, conditioned or delayed. With respect to Taxes of the Company relating to a Straddle Period, the portion of any such Tax that is allocable to the portion of the taxable period ending on the Closing Date will be: (i) in the case of Property Taxes, be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period, and (ii) in the case of all Tax Periods other Taxes including income, sales and use and withholding Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date. With respect to a Straddle Period, Seller shall pay, or cause to be paid, all Taxes of the Company allocated to the Company with respect to taxable periods or portions thereof ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all except for Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns in connection with a transaction entered into outside of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close ordinary course of business on the Closing Date unless after Closing) at least two Business Days before payment of Taxes (including estimated Taxes) is due to the relevant Taxing Authority. Buyer shall pay, or cause to be paid, all other Taxes of the Company for the Straddle Period. (c) Any Tax Authority will Returns relating to Closing Asset Transfer Fees and Expenses, Asset Transfer Fees and Expenses and Taxes reflected in the VAT Adjustment and Post-Closing VAT Adjustment shall be prepared and filed by the party that is responsible for such preparation and filing under applicable law, provided, however, that copies of any such Tax Returns as prepared shall be provided to the other party (Buyer or Seller, as applicable) sufficiently in advance of such filing to permit the other party to review and approve such filing, such approval not accept a Tax Return filed on that basisto be unreasonably withheld, conditioned or delayed.

Tax Returns. (a) Seller shall prepare (or cause to be prepared prepared) (i) all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods Transferred Entities or in respect of the Transferred Assets or the Business with respect to taxable periods ending on or before the Closing Date (“Pre-Closing Tax Returns”) and (ii) all Combined Tax Returns. Pre-Closing Tax Returns of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Date which are filed Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall file or cause consider in good faith any reasonable written comments that Purchaser submits to be filed all such Consolidated Income Tax Returns Seller no later than ten (and shall promptly provide Purchaser with copies 10) days following the delivery of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Pre-Closing Tax Return prior to filing and shall make Seller such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Pre-Closing Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax ReturnsReturn. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file (or cause to be timely filed filed) all other Tax Returns of the Acquired Company and the Subsidiaries for such Pre-Closing Tax Periods that are Returns due after the Closing Date (including any Straddle Period Separate Company Income applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns.) Purchaser and Seller shall permit Seller at least thirty timely file (30or cause to be timely filed) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such all Pre-Closing Tax Returns as are reasonably requested by with respect to the SellerTransferred Assets and all Combined Tax Returns. Purchaser Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07. (b) Purchaser shall prepare and timely file (or cause to be prepared and timely filed) all Tax Returns required to be filed by the Transferred Entities or with respect to the Business or the Transferred Assets with respect to Straddle Periods other than the Tax Returns covered in Section 8.04(a) (collectively, “Straddle Period Tax Returns; provided”). All such Straddle Period Tax Returns shall be prepared on a basis consistent with past practices of the applicable Transferred Entity or, howeverin the case of the Transferred Assets, the Business, except as otherwise required by applicable Law. Purchaser shall deliver to Seller for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions), a copy of any such Straddle Period Tax Return proposed to be filed. Purchaser shall consider in good faith any reasonable written comments to any such Straddle Period Tax Return that Seller shall pay submits to Purchaser no later than ten (in accordance with 10) days following the procedures set forth in delivery of such Straddle Period Tax Return to Seller. To the extent Seller is responsible pursuant to Section 8.03(f)) 11.07 for any amount owed by Seller pursuant to Section 8.03 of Taxes due with respect to such Straddle Period Separate Company Income Tax Returns. , Seller shall pay Purchaser such amount at least five (5) days before such Tax Return is due. (c) Purchaser and Seller agree shall act in good faith to cause resolve any disputes concerning any item on a Tax Return described in Sections 8.04(a) or 8.04(b). If Purchaser and Seller cannot resolve any disputed item, the Acquired Company item in question shall be resolved by the Accounting Arbitrator. The costs, fees and expenses of the Subsidiaries Accounting Arbitrator shall be borne equally by Purchaser and Seller. If Purchaser and Seller are unable to file all resolve any such dispute prior to the date on which the relevant Tax Returns Return is required to be filed, any such Tax Return shall be filed in the manner that the party responsible for filing such Tax Return pursuant to Section 8.04(a) or 8.04(b) deems correct, and such Tax Return shall be amended as necessary to reflect the periods final resolution of such dispute. (d) Except as contemplated by this Agreement (including Section 8.06), Purchaser and its Affiliates (including after the Closing, the Transferred Entities) shall not, without the consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, (a) amend, refile, revoke or otherwise modify any Tax Return or Tax election with respect to a Pre-Closing Tax Period, (b) make any Tax election or change any accounting period or method with retroactive effect to any Pre-Closing Tax Period or that could otherwise be reasonably be expected to increase the Tax liability of Seller or its Affiliates with respect to a Pre-Closing Tax Period, or (c) take any action to extend the applicable statute of limitations with respect to any Tax Return for a Pre-Closing Tax Period. (e) The parties hereto shall, to the extent permitted under applicable Tax Law, elect to treat the Closing Date on as the basis that the relevant Tax Period ended as last day of any taxable period of the close of business on Transferred Entities that includes the Closing Date unless the relevant Date; provided that no party shall be required to amend any articles of association, change any financial accounting period, or otherwise take any action other than solely for Tax Authority will not accept a Tax Return filed on that basispurposes.

Tax Returns. Seller The Purchaser shall prepare and file or cause to be prepared and filed all Income Tax Returns which include the Acquired Company or any of the Company and its Subsidiaries for all Tax Periods any Taxable period ending on or prior to before the Closing Date which and that portion of any Straddle Period ending on the Closing Date (together, a “Pre-Closing Tax Period”) that are filed after the Closing Date and and, subject to the indemnification obligations hereunder, shall file pay or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay paid all Taxes due with respect to such Tax Returns; providedprovided that, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to any income Tax Returns of the Company its Subsidiaries for any Taxable period (or portion thereof) ending on or before the Closing Date that reflects a Tax for which the Seller may be liable, the Purchaser shall prepare such Tax Returns consistent with past practice unless otherwise required by applicable Law and Purchaser shall deliver a draft of such Tax Return to the Seller at least thirty (30) days prior to the due date thereof (taking into account any extensions of the due date), and the Purchaser shall allow the Seller to comment on such Tax Return and shall consider in good faith all comments made by the Seller that are received by the Purchaser at least ten (10) days prior to the due date of such Tax Return (taking into account any extensions of the due date). “Straddle Period” means any Tax period beginning on or before the Closing Date and ending after the Closing Date. With respect to Taxes of the Company its Subsidiaries relating to a Straddle Period, the portion of any Tax that is allocable to the Pre-Closing Tax Period will be determined as follows: (i) in the case of real property Taxes, personal property Taxes and similar ad valorem Taxes, the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period Separate Company Income in the Pre-Closing Tax Returns. Purchaser Period and Seller agree to cause the Acquired denominator of which is the number of calendar days in the entire Straddle Period, and (ii) in the case of all other Taxes, determined as though the taxable year of the Company and the its Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property purchased by the Purchaser and placed in service after the Closing, shall be allocated on a per diem basis. The parties hereto agree to deduct the Transaction Tax Deductions on the Closing Date unless to the relevant maximum extent permitted by applicable Law and shall file all Tax Authority will not accept a Returns consistently therewith. In the event of any disagreement over the application of this Section 10.02(a), including with respect to the deductibility of any Transaction Tax Return filed on that basisDeductions or the amount or timing of any payment to the Seller, the Valuation Firm shall resolve such dispute in accordance with the principles set forth in Section 1.04.

Tax Returns. The Seller shall will prepare and file, or cause to be prepared and filed, all income Tax Returns of or including the Company relating to a Pre-Closing Tax Period that are filed on a consolidated, combined or unitary Tax group basis (each, a “Group Income Tax Returns Return”) the due date of which include the Acquired Company or any (taking into account valid extensions of the Subsidiaries for all Tax Periods ending on or prior time to the Closing Date which are filed file) is after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due owed with respect to such Income Tax Returnsthereto. Purchaser shall The Seller will prepare and file, or cause to be prepared and filed, all income Tax Returns (other than Group Income Tax Returns) of the Company relating to a Tax period ending on or before the Closing Date (each, a basis “Seller Prepared Return”) the due date of which (taking into account valid extensions of time to file) is after the Closing Date. The Seller will prepare all such Seller Prepared Returns in a manner consistent with past custom and practice of the Seller and the Company, unless otherwise required by Applicable Law, and will furnish a copy of any such Seller Prepared Returns, together with all supporting documentation and workpapers, to the Buyer within a reasonable period of time prior to filing for the Buyer’s review and approval (which approval shall not be unreasonably withheld, conditioned or delayed). Buyer will prepare all Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all (other than Group Income Tax Returns and Seller Prepared Returns) of or with respect to the Acquired Company and the Subsidiaries for all Pre-Closing Tax Periods and all Straddle Periods that are due required to be filed after the Closing Date (including in a manner consistent with past custom and practice of the Seller and the Company, unless otherwise required by Applicable Law, and will furnish a copy of any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return Returns that report any Taxes for which Seller may be obligated to indemnify under Article 10 hereof to the Seller within a reasonable period of time prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by for the Seller. Purchaser ’s review and approval (which approval shall pay all Taxes due with respect to such Tax Returns; providednot be unreasonably withheld, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(fconditioned or delayed)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basis.

Tax Returns. (a) Seller shall Parent will prepare and timely file all Tax Returns with respect to the Acquired Assets or cause the Business (other than any Tax Return relating to Transfer Taxes governed by Section 8.1) that are required to be prepared all Income Tax Returns which include the Acquired Company or filed (taking into account any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed applicable extensions) after the Closing Date and shall file for any taxable period ending on or cause to be filed all such Consolidated Income Tax Returns before the Closing Date (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for “Pre-Closing Tax Periods Returns”), except to the extent Buyer is required by applicable Law to file such Tax Return. Buyer will timely file any Pre-Closing Tax Return that are is prepared by Sellers with respect to the Acquired Assets or the Business pursuant to the immediately preceding sentence and delivered to Buyer at least three (3) days prior to the due after date for filing such Tax Return (taking into account any applicable extensions) to the Closing Date (including extent required by applicable Law. All Tax Returns with respect to the Acquired Assets or the Business for any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date be filed on the basis that the relevant Tax Period taxable period ended as of the close of business on the Closing Date (“Closing Date Tax Return”), unless the relevant Tax Taxing Authority will not accept a Closing Date Tax Return. Sellers will timely prepare and file all Closing Date Tax Returns with the relevant Taxing Authority. To the extent the Buyer is required by applicable Law to file a Straddle Period Tax Return with respect to the Acquired Assets or the Business that reflects ownership of the Acquired Assets or operation of the Business during a Pre-Closing Tax Period, Buyer will timely prepare and file such return in accordance with applicable Law, and Buyer will deliver to Sellers at least fifteen (15) days prior to the due date for the filing of any such Tax Return (taking into account any applicable extensions) a statement setting forth the amount of Tax for which Sellers are responsible consistent with Section 8.3 and a copy of such Tax Return. Buyer will reflect on such Tax Return any reasonable comments submitted by Sellers at least five (5) days prior to the due date of such Tax Return. (b) Sellers will pay all Taxes due with respect to a Pre-Closing Tax Return or a Closing Date Tax Return which Sellers are obligated to prepare and file pursuant to Section 8.2(a). At least three (3) days prior to the due date for a Pre-Closing Tax Return prepared by Sellers and filed by Buyer pursuant to Section 8.2(a), Seller Parent will pay Buyer an amount equal to the Taxes shown on that basissuch Tax Return. At least three (3) days prior to the due date for a Straddle Period Tax Return prepared and filed by Buyer, Sellers will pay their portion of the Taxes due with respect to such Tax Return to Buyer, as determined under Section 8.3.

Tax Returns. (i) Seller shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior Company relating to the Closing Date which any Pre-Effective Time Period that are required to be filed after the Closing Date and shall file pay or cause to be filed paid all Taxes owed with respect to such Consolidated Income Tax Returns. Such Tax Returns (and shall promptly provide Purchaser be prepared on a basis consistent with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate past practice except to the Acquired Company)extent otherwise required by applicable Law. Seller shall permit Purchaser at At least thirty (30) days prior to the due date for filing any such Tax Return, Seller shall deliver a draft of such Tax Return, together with all supporting documentation and workpapers, to Purchaser for its review and comment on each Separate Company Income comment. Purchaser shall provide any reasonable comments to any such draft Tax Return no later than fifteen (15) days after receipt of such draft from Seller, and Seller will revise such Tax Return to reflect any comments timely received from Purchaser. Not later than five (5) days prior to the due date for filing and shall make any such revisions as are reasonably requested Tax Return, Seller will provide such revised Tax Return to Purchaser for filing by Purchaser with the Purchaserappropriate Governmental Authority, and Purchaser shall execute will cause such revised Tax Return to be timely filed and timely file such Separate will provide a copy thereof to Seller. At least fifteen (15) days prior to the due date for filing any Tax Return of the Company for Income Taxes or any other material Tax Returns. Return of the Company, in either case for a Straddle Period or a Post-Effective Time Period, required to be filed on or prior to the Closing Date, Seller shall deliver a draft of any such Tax Return, together with all supporting documentation and workpapers, to Purchaser for its review and comment. Purchaser shall provide any reasonable comments to any such draft Tax Return no later than seven (7) days after receipt of such draft from Seller, and Seller will revise such Tax Return to reflect any reasonable comments timely received from Purchaser. (ii) Purchaser shall prepare, or cause to be prepared, and file, or cause to be filed, all Tax Returns of the Company relating to any Straddle Period required to be filed after the Closing Date and shall pay or cause to be paid all Taxes due owed with respect to such Income Tax Returns. Purchaser Such Tax Returns shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of practice except to the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at extent otherwise required by applicable Law. At least thirty (30) days prior to the due date for filing any such Tax Return, Purchaser shall deliver a draft of such Tax Return, together with all supporting documentation and workpapers, to Seller for its review and comment on each comment. Seller shall provide any comments to any such draft Tax Return no later than fifteen (15) days after receipt of such draft from Purchaser, and Purchaser will revise such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the reflect any reasonable comments timely received from Seller. Purchaser will cause such revised Tax Return to be timely filed and will provide a copy thereof to Seller. Not less than five (5) days prior to the due date for filing any such Tax Return, Seller shall pay all to the Company an amount equal to the Pre-Effective Time Company Taxes shown as due with respect to on such Tax ReturnsReturn that are allocable to Seller pursuant to Section 6.15(b)(ii); provided, however, provided that Seller shall not be required to pay Purchaser any such Tax to the extent the amount of such Tax was taken into account in the calculation of the Final Adjustment Amount or was previously paid by Seller pursuant to Section 6.15(b)(iii). (iii) The Parties agree that (A) this Section 6.15(a) is intended to solely address the timing and manner in accordance with which certain Tax Returns relating to Company Taxes are filed and the Company Taxes shown thereon are paid to the applicable taxing authority, and (B) nothing in this Section 6.15(a) shall be interpreted as altering the manner in which Company Taxes are allocated to and economically borne by the Parties. For the avoidance of doubt, the Parties acknowledge that the procedures set forth in this Section 8.03(f)6.15(a) for shall not apply to any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on (x) of Seller or of any Consolidated Group that basisincludes Seller or (y) of Purchaser or of any Consolidated Group that includes Purchaser.

Tax Returns. Seller (i) Griffon HoldCo shall (at its own cost) prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate income Tax Returns filed by or with respect to any Ames Target Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment for all periods ending on each such Tax Return or prior to filing the Closing Date (including, for the avoidance of doubt, any Ames Consolidated Return) and Griffon HoldCo shall make such revisions pay, or cause to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay be paid, all Taxes due with respect to such Tax Returns; provided, however, that Seller . Griffon HoldCo shall include the income of the Ames Target Companies (including any deferred intercompany items described in Treasury Regulations Section 1.1502-13 and any excess loss accounts taken into income under Treasury Regulations Section 1.1502-19) for all Pre-Closing Tax Periods in the Ames Consolidated Returns and shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect Taxes attributable to such Straddle Period Separate income. The income of any Ames Target Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the final Pre-Closing Date on the basis that the relevant Tax Period ended shall be determined based on a closing of the books as of the close of business the Closing Date, excluding items attributable to actions not in the Ordinary Course of Business and not contemplated by this Agreement taken by Buyer or its Affiliates on the Closing Date and after the Closing. (ii) Venanpri shall (at its own cost) prepare or cause to be prepared and timely file or cause to be timely filed after the Closing Date any income Tax Returns filed by or with respect to any Venanpri Target Company for all periods ending on or prior to the Closing Date (including, for the avoidance of doubt, any Venanpri Consolidated Return), and Venanpri shall pay, or cause to be paid, all Taxes due with respect to such Tax Returns. Venanpri shall include the income of the Venanpri Target Companies (including any deferred intercompany items described in Treasury Regulations Section 1.1502-13 and any excess loss accounts taken into income under Treasury Regulations Section 1.1502-19) for all Pre-Closing Tax Periods in the Venanpri Consolidated Returns and shall pay any Taxes attributable to such income. The income of any Venanpri Target Company for the final Pre-Closing Tax Period shall be determined based on a closing of the books as of the close of the Closing Date, excluding items attributable to actions not in the Ordinary Course of Business and not contemplated by this Agreement taken by Buyer or its Affiliates on the Closing Date and after the Closing. (iii) Buyer shall (at its own cost) prepare or cause to be prepared and timely file or cause to be timely filed after the Closing Date any Tax Returns of the Venanpri Target Companies and Ames Target Companies in respect of any Straddle Period (the “Straddle Period Returns”). All such Straddle Period Returns shall be prepared in a manner consistent with past practice, unless otherwise required by applicable Law or by this Agreement. At least fifteen (15) days prior to filing any Straddle Period Return (or as soon as otherwise commercially practicable), Buyer shall submit a copy of each such Straddle Period Return that could reasonably be expected to affect the relevant Tax Authority will liabilities of Griffon HoldCo or Venanpri (either under applicable Law or due to indemnification obligations pursuant to this Agreement) to Griffon HoldCo or Venanpri, as applicable, for such party’s review and consent (not accept a Tax Return filed to be unreasonably withheld, conditioned or delayed). Griffon HoldCo or Venanpri, as applicable on that basisthe one hand, and Buyer on the other hand, shall cooperate in good faith to resolve any disputes related to the preparation of any such Straddle Period Returns.

Tax Returns. (a) Seller shall prepare (or cause to be prepared prepared) (i) all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods Transferred Entities or in respect of the Transferred Assets or the Business with respect to taxable periods ending on or before the Closing Date (“Pre-Closing Tax Returns”) and (ii) all Combined Tax Returns. Pre-Closing Tax Returns of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Date which are filed Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall file or cause consider in good faith any reasonable written comments that Purchaser submits to be filed all such Consolidated Income Tax Returns Seller no later than ten (and shall promptly provide Purchaser with copies 10) days following the delivery of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Pre-Closing Tax Return prior to filing and shall make Seller such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Pre-Closing Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax ReturnsReturn. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file (or cause to be timely filed filed) all other Tax Returns of the Acquired Company and the Subsidiaries for such Pre-Closing Tax Periods that are Returns due after the Closing Date (including any Straddle Period Separate Company Income applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns.) Purchaser and Seller shall permit Seller at least thirty timely file (30or cause to be timely filed) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such all Pre-Closing Tax Returns as are reasonably requested by with respect to the SellerTransferred Assets and all Combined Tax Returns. Purchaser Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07. (b) Purchaser shall prepare and timely file (or cause to be prepared and timely filed) all Tax Returns required to be filed by the Transferred Entities or with respect to the Business or the Transferred Assets with respect to Straddle Periods other than the Tax Returns covered in Section 8.04(a) (collectively, “Straddle Period Tax Returns; provided”). All such Straddle Period Tax Returns shall be prepared on a basis consistent with past practices of the applicable Transferred Entity or, howeverin the case of the Transferred Assets, the Business, except as otherwise required by Law. Purchaser shall deliver to Seller for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions), a copy of any such Straddle Period Tax Return proposed to be filed. Purchaser shall consider in good faith any reasonable written comments to any such Straddle Period Tax Return that Seller shall pay submits to Purchaser no later than ten (in accordance with 10) days following the procedures set forth in delivery of such Straddle Period Tax Return to Seller. To the extent Seller is responsible pursuant to Section 8.03(f)) 11.07 for any amount owed by Seller pursuant to Section 8.03 of Taxes due with respect to such Straddle Period Separate Company Income Tax Returns. , Seller shall pay Purchaser such amount at least five (5) days before such Tax Return is due. (c) Purchaser and Seller agree shall act in good faith to cause resolve any disputes concerning any item on a Tax Return described in Sections 8.04(a) or 8.04(b). If Purchaser and Seller cannot resolve any disputed item, the Acquired Company item in question shall be resolved by the Accounting Arbitrator. The costs, fees and expenses of the Subsidiaries Accounting Arbitrator shall be borne equally by Purchaser and Seller. If Purchaser and Seller are unable to file all resolve any such dispute prior to the date on which the relevant Tax Returns Return is required to be filed, any such Tax Return shall be filed in the manner that the party responsible for filing such Tax Return pursuant to Section 8.04(a) or 8.04(b) deems correct, and such Tax Return shall be amended as necessary to reflect the periods final resolution of such dispute. (d) Except as contemplated by this Amended Agreement (including Section 8.06), Purchaser and its Affiliates (including after the Closing, the Transferred Entities) shall not, without the consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, (a) amend, refile, revoke or otherwise modify any Tax Return or Tax election with respect to a Pre-Closing Tax Period, (b) make any Tax election or change any accounting period or method with retroactive effect to any Pre-Closing Tax Period or that could otherwise be reasonably be expected to increase the Tax liability of Seller or its Affiliates with respect to a Pre-Closing Tax Period, or (c) take any action to extend the applicable statute of limitations with respect to any Tax Return for a Pre-Closing Tax Period. (e) The parties hereto shall, to the extent permitted under applicable Tax Law, elect to treat the Closing Date on as the basis that the relevant Tax Period ended as last day of any taxable period of the close of business on Transferred Entities that includes the Closing Date unless the relevant Date; provided that no party shall be required to amend any articles of association, change any financial accounting period, or otherwise take any action other than solely for Tax Authority will not accept a Tax Return filed on that basispurposes.

Tax Returns. Seller (a) Citigroup shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall timely file or cause to be filed all such Consolidated Income Tax Returns (required to be filed by the Citigroup Affiliated Group or any Citigroup State Group for all Taxable periods, provided, however, that Primerica shall prepare, at its sole cost, and shall promptly provide Purchaser with copies of such Consolidated Income submit to Citigroup for review and comments pro forma Tax Returns insofar for all the members of the Primerica Group in such form and at such times as Citigroup may reasonably request. To the extent that Citigroup files or causes to be filed any Tax Return for the Citigroup Affiliated Group or any Citigroup State Group (other than any such Tax Returns relate Return for a Post-Closing Tax Period required to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested be filed by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due or with respect to a Citigroup State Group that includes a member of the Primerica Group) in a manner not consistent with past practices or in a manner not consistent with the pro forma Tax Returns submitted by Primerica, Citigroup shall notify Primerica of such Income inconsistencies within 30 days of filing such Tax ReturnsReturn. Purchaser Citigroup shall not file or cause to be filed any Tax Return for a Post-Closing Tax Period required to be filed by or with respect to a Citigroup State Group that includes a member of the Primerica Group in a manner not consistent with past practices or in a manner not consistent with the pro forma Tax Returns submitted by Primerica without the prior written consent of Primerica, not to be unreasonably withheld, conditioned or delayed. Citigroup shall be the sole agent for all members of the Primerica Group in all matters relating to liability for all Tax Returns required to be filed by the Citigroup Affiliated Group or any Citigroup State Group for all Taxable periods. (b) Primerica shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days required to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested be filed by the Seller. Purchaser shall pay all Taxes due or with respect to such Tax Returnsany member of the Primerica Group; provided, however, that Seller Primerica shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for provide to Citigroup a draft of any amount owed Tax Return required to be filed by Seller pursuant to Section 8.03 or with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns any Canadian Subsidiary for the periods including the any Pre-Closing Date on the basis that the relevant Tax Period ended as of at least 30 days prior to the close of business on the Closing Date unless the relevant Tax Authority will not accept a due date for filing such Tax Return filed on that basisand shall incorporate any reasonable comments provided by Citigroup.

Tax Returns. (a) At the sole expense of Seller, Seller shall prepare or cause to be prepared and filed all Income federal and state income Tax Returns which include the Acquired Company or any of the Subsidiaries required to be filed by Cytori UK for all Tax Periods taxable periods ending on or prior to or on the Closing Date which are to be filed after the Closing Date and (the “Seller Returns”). Each such Seller Return shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser prepared in a manner consistent with copies of such Consolidated Income Tax Returns insofar Cytori UK’s past practice except as such Tax Returns relate to the Acquired Company)otherwise required by Law. Seller shall permit Purchaser provide Buyer with a copy of any such Seller Return for its review and comment at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to its filing due date and Seller shall make such revisions as are any changes reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect Buyer to such Income Tax ReturnsSeller Return. Purchaser After such review, Seller will submit such Seller Returns to Buyer for filing on behalf of Cytori UK. (b) Buyer shall prepare or cause Cytori UK to cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all Tax Returns, other Tax Returns of than the Acquired Company and the Subsidiaries Seller Returns, for a Pre-Closing Tax Periods that Period (at Seller’s sole expense) or a Straddle Period (at Buyer’s sole expense) which are due required to be filed by Cytori UK after the Closing Date (including any Straddle Period Separate Company the “Buyer Returns”). Each such Buyer Return shall be prepared in a manner consistent with Cytori UK’s past practice except as otherwise required by Law. Buyer shall submit a copy of each such Buyer Return relating to income Taxes (“Buyer Income Tax Returns.Return”) Purchaser shall permit to Seller at least thirty (30) days prior to review and comment on each the due date for the filing of such Buyer Income Tax Return prior (taking into account any valid extensions of time to filing file) and Buyer shall make such revisions to such Tax Returns as are any changes reasonably requested by Seller to such Buyer Income Tax Return. (c) At least five (5) Business Days prior to the Seller. Purchaser due date for filing any Seller Return or Buyer Return, Seller shall promptly pay to Buyer all Indemnified Taxes (to the extent such Taxes were not reflected as a liability in the calculation of Indebtedness) shown to be due on any Tax Return to be filed by or with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) Cytori UK for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Pre-Closing Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including Periods which are due after the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisand for any Straddle Periods.

Tax Returns. Seller (i) Buyer, at its sole cost and expense, shall cause the Company to prepare or cause to be prepared and timely file all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or Company (other than, if filed prior to the Closing Date Closing, the 2018 Tax Return, which shall be filed by the Company) that are due or otherwise to be filed after the Closing Date (“Buyer Prepared Returns”) and shall file or cause to be filed timely pay all such Consolidated Income Tax Returns (and shall promptly provide Purchaser Taxes associated with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested all other Taxes otherwise payable by the PurchaserCompany after the Closing Date, and Purchaser provided that Sellers shall execute and timely file such Separate reimburse the Company Income Tax Returns. Seller shall pay all for any Taxes due paid with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for any Pre-Closing Tax Periods Period or Straddle Period to the extent such Taxes paid were not included in the computation of Company Transaction Expenses or Closing Net Working Capital. To the extent that are any Buyer Prepared Return is an income Tax Return or shows a Pre-Closing Tax that is due and payable, the Buyer shall provide a copy of such Tax Return to the Sellers at least thirty days (and in the case of non-income Tax returns, ten days) prior to the date of filing and shall incorporate any timely and reasonable comments of the Sellers in the final Tax Return filed. (ii) With respect to any Buyer Prepared Return filed for any Pre-Closing Tax Period or Straddle Period, or with respect to any Tax Return of or with respect to the Company for any period ending after the Closing Date Date, Buyer agrees as follows: (including any Straddle Period Separate Company Income Tax Returns.A) Purchaser shall permit Seller at least thirty (30) days to review To prepare and comment on each file such Tax Return consistently with practices and procedures and accounting methods of the Company in effect as of, or as applicable prior to, the Closing Date except as otherwise required by Applicable Law. (B) That no election shall be made to filing and shall make such revisions to such waive the carry back of any net operating loss or other Tax Returns as are reasonably requested attribute or Tax credit incurred or realized in a Pre-Closing Tax Period by the Seller. Purchaser shall pay all Taxes due Company. (C) To the maximum extent possible permitted under applicable law, treat any amount paid or accrued on or before the Closing by the Company or with respect to such the transactions contemplated hereby (including all Transaction Tax Returns; providedDeductions) as deductible in a Pre-Closing Tax Period. (D) That no election shall be made under Treasury Regulation Section 1.1502-76(b)(2) (or any similar provision of state, howeverlocal, that Seller shall pay Purchaser (in accordance with or non-U.S. law) to ratably allocate items incurred by the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods year including the Closing Date Date. (E) To not change the manner that any item is reported on any Tax Return of the basis Company to the extent it could affect the Taxes of any Seller or any affiliate of any Seller (or any affiliated, combined, consolidated, or unitary Tax group that the relevant Tax Period ended as of the close of business on Company was a member prior to the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisDate).

Tax Returns. Seller The following provisions shall govern the allocation of responsibility and payment of Taxes as between Ashford Prime OP and Ashford Trust OP for certain Tax matters following the Distribution Date: (a) Ashford Trust OP shall prepare or cause to be prepared and file or cause to be filed, subject to the review and reasonable approval of Ashford Prime OP, all Income Tax Returns which include the Acquired Company or any for each of the Subsidiaries Property and JV Entities, the TRS Entities and their respective Subsidiaries, as applicable, for all Tax Periods periods ending on or prior to the Closing Distribution Date which that are required to be filed after the Closing Distribution Date. Ashford Prime OP hereby recognizes Ashford Trust OP’s authority and the authority of the officers of the TRS Entities to execute and file, on behalf of each of the Property and JV Entities and the TRS Entities, all such Tax Returns (and agrees to take all action necessary to ensure such authorization in conformity with applicable Law and principles of good governance generally). To the extent not otherwise paid by Ashford Trust OP to the appropriate taxing authority, Ashford Trust OP shall reimburse Ashford Prime OP for Taxes of the relevant Property and JV Entity or TRS Entity with respect to all such Tax Returns within fifteen (15) Business Days after payment by Ashford Prime OP and/or the Property and JV Entities or TRS Entities of such Taxes. All such Tax Returns shall be prepared in a manner that is consistent with the past custom and practice of the Property and JV Entities or TRS Entity, as applicable, except as required by a change in applicable Law. (b) Ashford Prime OP shall prepare or cause to be prepared and file or cause to be filed, subject to the review and reasonable approval of Ashford Trust OP, any Tax Returns of any of the Property and JV Entities and TRS Entities and their respective Subsidiaries, as applicable, for Tax periods which begin before the Distribution Date and end after the Distribution Date. Ashford Trust OP shall pay to Ashford Prime OP, within fifteen (15) Business Days before the date on which Taxes are to be paid with respect to such periods, an amount equal to the portion of such Taxes which relates to the portion of such Tax period ending on the Distribution Date. For purposes of this Section 9.1(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Distribution Date, the portion of such Tax which relates to the portion of such Tax period ending on the Distribution Date shall (x) in the case of any Taxes other than Taxes based upon or related to income, gains or receipts (including sales and use taxes), or employment or payroll Taxes, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Distribution Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any Tax based upon or related to income, gains or receipts (including sales and use taxes), or employment or payroll Taxes, be deemed equal to the amount which would be payable if the relevant Tax period ended on the Distribution Date. Any credits relating to a Tax period that begins before and ends after the Distribution Date shall be taken into account as though the relevant Tax period ended on the Distribution Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with reasonable prior practice of the Property and JV Entities or the TRS Entities, as applicable. (c) Ashford Prime OP shall prepare and cause to be prepared and file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisProperty and JV Entities or TRS Entities.

Tax Returns. Seller (i) Sellers shall prepare or cause to be prepared all Income Tax Returns which required to be filed by, with respect to or that include the Acquired Company or any of the Subsidiaries for all Tax Periods Companies with respect to taxable periods of the Companies ending on or prior to before the Closing Date which (the “Pre-Closing Separate Tax Returns”), and such Pre-Closing Separate Tax Returns, to the extent they relate to any of the Companies, shall be prepared consistent with the Companies’ past practices and this Agreement, except as otherwise required by applicable Law. Sellers shall file or cause to be filed all Pre-Closing Separate Tax Returns that are required to be filed on or before the Closing Date, and Sellers shall pay, or cause to be paid, all such Taxes shown as due on such Tax Returns. To the extent Buyer is liable for such Taxes under Section 8.9, Buyer shall promptly reimburse Sellers. Buyer shall file or cause to be filed all Pre-Closing Separate Tax Returns for the Companies (to the extent such Tax Returns need to be filed by the Companies) that are prepared by Sellers pursuant to the first sentence of this Section 11.8(b)(i) that are due after the Closing Date and, subject to the other provisions in this Agreement, shall pay or cause to be paid all Taxes shown as due on such Pre-Closing Separate Tax Returns. Sellers shall pay to Buyer no later than three (3) Business Days prior to the due date for filing any Pre-Closing Separate Tax Return referenced in the preceding sentence, the amount of Taxes shown as due on such Pre-Closing Separate Tax Returns, except to the extent the amount shown represents Taxes for which Buyer is liable under Section 8.9 or to the extent such Taxes were taken into account in the determination of the Estimated Closing Payment or Final Closing Payment. Sellers shall provide Buyer a copy of each such Pre-Closing Separate Tax Return, other than any consolidated or combined Tax Return which Parent is responsible for filing, for its review and comment a reasonable number of days prior to the due date (including any applicable extension) of such Tax Return, (which reasonable time period shall in no event be less than ten (10) Business Days), and Sellers shall reasonably consider any written comments of Buyer received prior to filing such Pre-Closing Separate Tax Return. If the Companies are permitted under any applicable income Tax Law to treat the Closing Date as the last day of the taxable period in which the Closing occurs, Buyer and Sellers shall treat (and shall cause their respective Affiliates to treat) the Closing Date as the last day of such taxable period. (ii) Buyer shall prepare or cause to be prepared all Tax Returns of the Companies for taxable periods starting on or before the Closing Date and ending after the Closing Date (each, a “Straddle Period”), and shall cause such Tax Returns to be prepared consistent with past practices, except as otherwise required by applicable Law. The Companies shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate for any Straddle Period and, subject to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaserother provisions in this Agreement, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared paid all Taxes shown as due on such Tax Returns. Sellers shall pay to Buyer no later than three (on a basis consistent 3) Business Days prior to the due date for filing any Tax Return for any Straddle Period the amount of Taxes owing with past Tax Returns of respect to the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after Period pursuant to clause (iii) below, except to the extent such Taxes were taken into account in the determination of the Estimated Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser Payment or Final Closing Payment. Buyer shall permit Seller at least thirty (30) days to review and comment on provide Sellers a copy of each such Tax Return for their review and comment a reasonable number of days prior to the due date (including any applicable extension) of such Tax Return, and Buyer shall reasonably consider any written comments of Sellers received by Buyer prior to filing and shall make such revisions to such Tax Returns as Return. (iii) For purposes of the indemnity provisions of this Agreement, in the case of any Taxes that are reasonably requested by imposed on a periodic basis and are payable for a Straddle Period, the Seller. Purchaser shall pay all Taxes due with respect to portion of such Tax Returns; providedrelated to the Pre-Closing Period shall (A) in the case of any Taxes other than gross receipts, howeveremployment, that Seller shall pay Purchaser (in accordance with sales or use Taxes, Taxes based upon or related to income and other similar Taxes, be deemed to be the procedures set forth in Section 8.03(f)) amount of such Tax for any amount owed by Seller pursuant to Section 8.03 with respect to such the entire Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause (excluding any reassessment arising out of any event occurring on or after the Acquired Company Closing Date) multiplied by a fraction the numerator of which is the number of days in the Pre-Closing Period and the Subsidiaries denominator of which is the number of days in the entire Straddle Period, and (B) in the case of any Tax based upon or related to file all income and any gross receipts, employment, sales or use Tax Returns for and other similar Taxes, be deemed equal to the periods including the Closing Date on the basis that amount which would be payable if the relevant Tax Period period ended as of the close of business on and included the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisDate.

Tax Returns. The LLC Seller shall prepare and timely file, or shall cause to be prepared all Income and timely filed, any income Tax Returns which include required to be filed by or with respect to the Acquired Company or any of the Subsidiaries for all Tax Periods periods ending on or prior to before the Closing Date which are have not been filed after as of the Closing Date and (such Tax Returns, “Pre-Closing Period Tax Returns”). In order to facilitate preparation of such Tax Returns, the Purchaser shall, within a reasonable period of time after the LLC Seller’s written request, provide the LLC Seller with such information as the LLC Seller shall file or cause to be filed all such Consolidated Income identify that is reasonably necessary for preparing Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Companydescribed in this Section 10.3(c). The LLC Seller shall permit the Purchaser to review and comment on any Pre-Closing Period Tax Return that relates solely to the Company (and not any returns that include the LLC Seller or any Affiliate) at least thirty (30) days prior to review and comment on each Separate Company Income the due date (including extensions) for filing such Pre-Closing Period Tax Return prior to filing and shall make such revisions as are any changes reasonably requested by the Purchaser, and with any dispute relating thereto to be resolved by the Firm. The Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely executed and filed all such Pre-Closing Period Tax Returns on or prior to the due date (including extensions) for filing such Pre-Closing Period Tax Returns. The Purchaser, at the LLC Seller’s expense, shall prepare and timely file, or shall cause to be prepared and timely filed, any other Tax Returns of first required to be filed by or with respect to the Acquired Company and the Subsidiaries for Pre-Closing all Tax Periods that are due after periods ending on or before the Closing Date (including which have not been filed as of the Closing Date and any Tax Returns required to be filed for any Straddle Period Separate Company Income Tax Returns.) Purchaser Periods. The Purchaser, at the LLC Seller’s expense, shall permit the LLC Seller to review and comment on any such Tax Return that could result in a claim for indemnity against the LLC Seller under this Agreement at least thirty (30) days prior to review and comment on each the due date (including extensions) for filing such Pre-Closing Period Tax Return prior to filing or Straddle Tax Period Tax Return and shall make such revisions to such Tax Returns as are any changes reasonably requested by the LLC Seller. Purchaser shall pay all Taxes due , with respect any dispute relating thereto to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with be resolved by the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisFirm.

Tax Returns. Seller Buyer shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaserprepared, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed filed, at Buyer’s expense, all other Tax Returns of the Acquired Company and the Subsidiaries Group Companies for all Pre-Closing Periods (such Tax Periods that are due Returns, the “Pre-Closing Period Tax Returns”), and for all taxable periods which begin before and end after the Closing Date (including any “Straddle Periods”) (such Tax Returns, “Straddle Period Separate Company Income Tax Returns.) Purchaser ”). Except as otherwise required by applicable Law, Buyer shall prepare and file such Pre-Closing Period Tax Returns and Straddle Period Tax Returns in a manner consistent with the prior practices of the Group Companies. Buyer shall permit Seller at least thirty (30) days to review and comment on each Pre-Closing Period Tax Return and Straddle Period Tax Return at least fifteen (15) days prior to the due date (including extensions) for filing such Tax Return prior to filing and shall make such revisions to such Tax Returns as are consider in good faith any changes reasonably requested by the Seller. Purchaser Buyer shall timely pay all Taxes due with respect as reflected on such Pre-Closing Tax Returns and Straddle Period Returns. Except as otherwise required by applicable Law, all deductions related to such Transaction Expenses, Indebtedness, or other amounts paid or accrued on or prior to the Closing Date shall be allocated to and reflected upon the Pre-Closing Period Tax Returns; provided. Notwithstanding the foregoing Section 6.3(a), howeverBuyer shall be entitled to be reimbursed from the Indemnity Escrow Fund for (i) any reasonable out-of-pocket expenses incurred by Buyer in preparing and filing such Pre-Closing Period Tax Returns and Straddle Period Tax Returns, that Seller shall pay Purchaser and (in accordance with ii) payment of all Taxes due as reflected on such Pre-Closing Tax Returns and, for the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant portion allocable to Section 8.03 with respect to the Pre-Closing Periods covered thereby, such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree , to cause the Acquired Company and extent such Taxes have not been taken into account in the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as calculation of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisIndebtedness, Net Working Capital or Transaction Expenses.

Tax Returns. Seller shall The Acquired Companies shall, at the Acquired Companies’ expense, prepare or cause to be prepared and file or cause to be filed all Income Tax Returns which include for the Acquired Company or any of the Subsidiaries Companies for all periods ending on or before the Closing Date and which are due on or before the Closing Date, and the Acquired Companies shall pay or cause to be paid all Taxes with respect to such periods. The Buyer shall, at the Buyer’s expense, prepare or cause to be prepared and file or cause to be filed all Tax Periods Returns for the Company for all periods ending on or prior to the Closing Date and which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date Date. All Tax Returns referred to herein shall be prepared in accordance with past practices of the Company at least fifteen (including any Straddle Period Separate Company Income Tax Returns.15) Purchaser Business Days before they are due. The Buyer shall permit Seller at least thirty the Selling Parties’ Representative a reasonable period of time, but not less than fifteen (3015) days Business Days, to review and comment on each such Tax Return prior to filing filing. The Buyer and the Surviving Corporation shall make such revisions consider in good faith any changes to each such Tax Returns as Return that are reasonably requested by the SellerSelling Parties’ Representative. Purchaser The Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Acquired Companies for Tax periods that end after the Closing Date, including all Tax Returns for Straddle Periods, and the Buyer shall cause the Company to pay all Taxes due with respect to such periods. The Buyer shall permit the Selling Parties’ Representative a reasonable period of time, but not less than fifteen (15) Business Days, to review and comment, prior to filing, on each Tax Returns; provided, however, that Seller Return for a Straddle Period. The Buyer and the Surviving Corporation shall pay Purchaser (consider in accordance with the procedures set forth in Section 8.03(f)) for good faith any amount owed by Seller pursuant to Section 8.03 with respect changes to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns that are reasonably requested by the Selling Parties’ Representative with respect to Taxes for which the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisSelling Parties would bear liability pursuant to this Agreement.

Tax Returns. Seller (a) As soon as reasonably practicable after the Closing, Clinigence and its Subsidiaries shall prepare, or cause to be prepared, all Tax Returns of Clinigence and its Subsidiaries required to be filed under applicable Law on or prior to the Closing Date (the “Clinigence Pre-Closing Tax Returns”) and shall be responsible for the timely filing (taking into account any extensions received from the relevant Tax Authorities) of such Tax Returns. Each such Clinigence Pre-Closing Tax Return shall be prepared on a basis consistent with those prepared for prior taxable periods unless otherwise required by applicable Law. Clinigence shall provide iGambit with a copy of each such Tax Return for its review, comment and approval no less than twenty (20) days prior to the earlier of the due date (taking into account valid extensions thereto) for such Tax Return, Clinigence shall revise such Tax Returns to reflect iGambit’s reasonable comments, and Clinigence shall timely file the foregoing unless iGambit withholds its consent thereto, which consent shall not be unreasonably withheld, conditioned or delayed. Clinigence stockholders shall be responsible for the payment of all Taxes shown to be due or that may come to be due on such Clinigence Pre-Closing Tax Returns. At the time of the filing of the Clinigence Pre-Closing Tax Returns, Clinigence shall contemporaneously deliver to iGambit an executed copy of all final Tax Returns along with copies of payments submitted with those Tax Returns. (b) iGambit shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company with respect to a Pre-Closing Tax Period required by Law to be filed by Clinigence or any of its Subsidiaries after the Subsidiaries Closing Date. If such Tax Return is a federal income Tax Return or reports a material Liability for all Tax Periods ending on or Taxes, iGambit will, at least twenty (20) days prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all due date for filing such Consolidated Income Tax Returns Return (taking into account valid extensions thereto), provide Clinigence with a copy of such proposed Tax Return (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as additional information regarding such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to Return as may reasonably be requested in writing for review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested comment. iGambit will consider in good faith any reasonable comments or suggestions made by the Purchaser, Signing Stockholders. All Taxes that are due and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due payable with respect to such Income Tax ReturnsReturns described in this Section 8.2(b) shall be the responsibility of the Clinigence Stockholders to the extent they constitute Pre-closing Taxes. Purchaser The Tax Returns described in this Section 8.2(b) with respect to a Pre-Closing Tax Period shall prepare or cause to be prepared (on a basis consistent with past those prepared for prior taxable periods unless otherwise required by Law. (c) The portion of any Tax Returns that is allocable to the portion of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business ends on the Closing Date unless will be: (A) in the relevant Tax Authority will not accept case of Taxes (i) based upon, or related to, income, receipts, profits, wages, capital or net worth, (ii) imposed in connection with the sale, transfer or assignment of property, (iii) that are real property Taxes, personal property Taxes and similar ad valorem Taxes, or (iv) required to be withheld, deemed equal to the amount which would be payable if the taxable year ended with the Closing Date; and (B) in the case of other Taxes, deemed to be the amount of such Taxes for the entire taxable period multiplied by a Tax Return filed fraction the numerator of which is the number of days in the taxable period ending on that basisthe Closing Date and the denominator of which is the number of days in the entire taxable period.

Tax Returns. Seller The following provisions shall govern the allocation of responsibility and payment of Taxes as between Ashford Select TRS and the Sellers for certain Tax matters following the Closing Date: (a) Sellers shall prepare or cause to be prepared and file or cause to be filed, subject to the review and reasonable approval of Ashford Select TRS, all Income Tax Returns which include the Acquired Company or any for each of the Subsidiaries Purchased Entities and Subsidiary Entities for all Tax Periods periods ending on or prior to the Closing Date which that are required to be filed after the Closing Date. Ashford Select TRS hereby recognize each Seller’s authority to execute and file, on behalf of the applicable Purchased Entity and Subsidiary Entities, all such Tax Returns (and agrees to take all action necessary to ensure such authorization in conformity with applicable Law and principles of good governance generally). To the extent not otherwise paid by the appropriate Seller to the appropriate taxing authority, Sellers shall reimburse Ashford Select TRS for Taxes of the relevant Purchased Entity or Subsidiary Entity with respect to all such Tax Returns within fifteen (15) Business Days after payment by Ashford Select TRS and/or the Purchased Entity or Subsidiary Entity of such Taxes. All such Tax Returns shall be prepared in a manner that is consistent with the past custom and practice of the Purchased Entities, except as required by a change in applicable Law. (b) Ashford Select TRS shall prepare or cause to be prepared and file or cause to be filed, subject to the review and reasonable approval of Sellers, any Tax Returns of any of the Purchased Entities and Subsidiary Entities for Tax periods which begin before the Closing Date and end after the Closing Date. The applicable Seller shall pay to Ashford Select TRS, within fifteen (15) Business Days before the date on which Taxes are to be paid with respect to such periods, an amount equal to the portion of such Taxes which relates to the portion of such Tax period ending on the Closing Date. For purposes of this Section 6.1(b) and Section 7.1(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Tax period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income, gains or receipts (including sales and use taxes), or employment or payroll Taxes, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any Tax based upon or related to income, gains or receipts (including sales and use taxes), or employment or payroll Taxes, be deemed equal to the amount which would be payable if the relevant Tax period ended on the Closing Date. Any credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with reasonable prior practice of the Purchased Entities or the Subsidiary Entities, as applicable. (c) Ashford Select TRS shall prepare and cause to be prepared and file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisPurchased Entities or Subsidiary Entities.

Tax Returns. (i) The Parties acknowledge that the taxable year of the Company and its Subsidiaries shall end as of the Closing Date for federal income Tax purposes (and to the extent applicable, for state income Tax purposes as well). Seller shall include the Company and its Subsidiaries in Seller’s consolidated federal income Tax Returns (and to the extent applicable, consolidated or combined state income Tax Returns as well) for all periods through the Closing Date and pay any Taxes attributable to such income. The Purchaser shall cause the Company and its Subsidiaries to furnish Tax information to Seller for inclusion in Seller’s federal consolidated income Tax Return (and to the extent applicable, consolidated or combined state Tax Returns as well) for the period which includes the Closing Date in accordance with the Company’s past custom and practice. Without the prior written consent of Purchaser, Seller shall not make any election, adopt any accounting method, or take any position in any such Tax Returns relating to the Company that is inconsistent with any such election, accounting method, or position previously made, adopted or taken with respect to the Company, if such election or adoption would have the effect of increasing the Tax liability of the Company for any period ending after the Closing Date or decreasing any Tax attribute of the Company existing on the Closing Date. (ii) Seller shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date prepared, and shall file or cause to be filed, all Tax Returns for the Company and its Subsidiaries for all Tax periods ending on or before the Closing Date (“Pre-Closing Tax Returns”) that are required to be filed all after the Closing Date. All such Consolidated Income Pre-Closing Tax Returns shall be prepared in a manner consistent with the Company’s and its Subsidiaries’ past practices, as applicable. Such Pre-Closing Tax Returns (including any amended Tax Returns) shall be provided to Purchaser for its review and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least comment and approval not later than thirty (30) days before the due date for filing such Pre-Closing Tax Returns (including extensions), and Seller shall consider all Purchaser’s comments that are consistent with the past practices of the Company and its Subsidiaries in preparing such Pre-Closing Tax Returns; provided that pro forma income Tax Returns of the Company and its Subsidiaries shall be provided to review Purchaser rather than Seller’s consolidated income Tax Return. In the event that Purchaser shall reasonably object to any items set forth on such Pre-Closing Tax Returns, such objection shall be provided to Seller in writing no later than fifteen (15) days before the due date for filing such Pre-Closing Tax Returns (including extensions) and comment on each Separate Company Income Tax Return the Parties shall attempt to resolve such objection in good faith prior to the due date for filing and such Pre-Closing Tax Returns. In the event that such objection is not resolved prior to the due date for filing such Pre-Closing Tax Return, Seller shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Pre-Closing Tax Returns. Seller Return and the Parties shall pay all Taxes due with respect to resolve the dispute in good faith after the date of such Income filing, amending such Pre-Closing Tax Returns. Return as necessary. (iii) Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company prepared, and the Subsidiaries) and timely file or cause to be timely filed filed, all other Tax Returns of for the Acquired Company and the its Subsidiaries for Pre-all Tax periods that begin before the Closing Tax Periods that are due Date and end after the Closing Date (including any the “Straddle Periods”), other than Seller’s federal consolidated income Tax Returns (and to the extent applicable, consolidated or combined state Tax Returns as well) for the period which includes (but does not end on) the Closing Date. All such Tax Returns for Straddle Periods (“Straddle Period Separate Company Income Tax Returns.”) Purchaser shall permit be prepared in a manner consistent with the Company’s and its Subsidiaries’ past practices, as applicable. Such Straddle Period Returns shall be provided to Seller at least for its review and comment not later than thirty (30) days before the due date for filing such Straddle Period Returns (including extensions), and Purchaser shall accept all Seller’s comments that are consistent with the past practices of the Company and its Subsidiaries in preparing such Straddle Period Returns. In the event that Seller shall reasonably object to review any items set forth on such Straddle Period Returns, such objection shall be provided to Purchaser in writing no later than fifteen (15) days before the due date for filing such Straddle Period Returns (including extensions) and comment on each the Parties shall attempt to resolve such objection in good faith prior to the due date for filing such Straddle Period Returns. In the event that such objection is not resolved prior to the due date for filing such Straddle Period Return, Purchaser shall timely file such Straddle Period Return and the Parties shall resolve the dispute in good faith after the date of such filing, amending such Straddle Period Return as necessary. Neither Purchaser nor any of its Affiliates shall amend, re-file or otherwise modify or cause or permit the Company or any Subsidiary to amend, re-file or otherwise modify any Tax election or Pre-Closing Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due or Straddle Period Return with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause or its Subsidiaries without the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as prior written consent of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisSeller.

Tax Returns. Seller shall prepare Sellers shall, at Sellers’ expense, prepare, file, and pay or cause to be prepared all Income paid any amounts owed with respect to any Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior due to the Closing Date which are be filed by AST after the Closing Date but relating to taxable periods ending on or before December 31, 2006. Sellers shall, (a) at AST’s expense, prepare and shall file and (b) at Sellers’ expense, pay or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due paid any amounts owed with respect to such Income any Tax Returns. Purchaser Returns due to be filed by AST after the Closing Date but relating to taxable periods beginning on or after January 1, 2007 and ending on or before the Closing Date, including, without limitation, AST’s final S corporation Tax Return, which shall prepare include the gains reported as a result of the Election; provided, however, that Sellers shall not be required to pay or cause to be prepared (on a basis consistent paid any amounts owed with past respect to any such Tax Returns to the extent that any such amounts (x) were fully and properly accrued and identified by AST in the Financial Statements and/or the Interim Financial Statements or (y) relate to wage taxes or franchise taxes of AST incurred in the ordinary course of its business during the period from the date of the Acquired Company Interim Financial Statements through the Closing Date and the Subsidiaries) that become due and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due payable by AST after the Closing Date (including any Straddle Period Separate Company Income Date. WT shall provide, and shall cause AST to provide, Sellers with such assistance, information, and cooperation as Sellers may reasonably request in connection with the Tax Returns.) Purchaser Returns described in the preceding sentence. Sellers shall permit Seller at least thirty (30) days WT to review and comment on each such Tax Return prior to filing and shall make consider WT’s comments in good faith. To the extent permitted by applicable law, Sellers shall include any income, gain, loss, deduction or other tax items for such revisions to such periods on their Tax Returns in a manner consistent with the Schedule K-1s prepared by Sellers for such periods. Notwithstanding anything herein to the contrary in this Section 8.9, Tax Returns for which AST is responsible after the Closing Date as are reasonably requested by part of its Services shall continue to be the Seller. Purchaser responsibility of AST, and Sellers shall pay all Taxes due have no obligations under this Section 8.9 with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basis.

Tax Returns. (a) The Seller shall timely prepare and file, or cause to be timely prepared and filed, all Income Tax Pre-Closing Taxable Period Returns which include the Acquired Company or that are due (taking into account any of the Subsidiaries for all Tax Periods ending applicable extensions) on or before the Closing Date. The Sellers shall pay, or cause to be paid, all Taxes due in respect of any Tax Return it is responsible for filing pursuant to this Section 10.1(a) to the applicable Governmental Authority prior to the Closing Date which Date. Purchaser shall timely prepare and file, or cause to be timely prepared and filed, all Pre-Closing Taxable Period Returns that are filed due (taking into account any applicable extensions) after the Closing Date and any Straddle Period Return. All reasonable and documented third-party costs and expenses incurred in connection with the preparation and filing of (i) any Pre-Closing Taxable Period Return shall be borne and paid by the Seller and (ii) any Straddle Period Return shall be equitably allocated between Purchaser, on the one hand, and the Seller, on the other hand, provided, that such third-party costs and expenses do not exceed the third-party costs typically paid by Seller for the preparation and filing of such Tax Returns for prior taxable years (subject to reasonable adjustments to appropriately reflect any additional complexity or any unique issues (unrelated to Purchaser’s acquisition of the Company Group) arising on such Tax Returns). Subject to Seller’s indemnification obligations pursuant to Article IX, the Purchaser shall pay, or cause the Company Group to pay, all Taxes due in respect of any Tax Return it is responsible for filing pursuant to this Section 10.1(a) to the applicable Governmental Authority. (b) All Pre-Closing Taxable Period Returns and all Straddle Period Returns prepared and filed pursuant to Section 10.1(a) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable Law. The Purchaser shall deliver any Tax Return for which it is responsible for filing pursuant to Section 10.1(a) with respect to which Purchaser is seeking or may seek indemnification (or which may affect any Purchaser claim for indemnification) pursuant to Article IX to the Seller for its review and comment at least (x) in the case of any such Tax Return that is required to be filed within one (1) month following the Closing Date or that is a non-income Tax Return, ten (10) days or such later time as reasonably practicable or (y) in the case of any other such Tax Return, twenty (20) days, in each case prior to the date on which such Tax Return is required to be filed with the relevant Tax authority (taking into account any applicable extensions). If the Seller disputes any item on any such Tax Return, then it shall notify the Purchaser of such disputed item (or items) and the basis for its objection no later than (A) in the case of a Tax Return described in clause (x) of the preceding sentence, five (5) days or such later time as reasonably practicable or (B) in all other cases, ten (10) days, in each case, following delivery of such Tax Return by the Purchaser. The Purchaser and the Seller shall act in good faith to resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed. If the Purchaser and the Seller cannot resolve any disputed item, then the item in question shall be resolved by the Independent Auditor. The fees and disbursements of the Independent Auditor shall be borne equally by the Seller, on the one hand, and the Purchaser, on the other hand. If the Purchaser and Seller or the Independent Auditor, as applicable, are unable to resolve all disputed items prior to the due date (taking into account any applicable extensions) for the relevant Tax Return, such Tax Return shall be timely filed as prepared by Purchaser (and reflecting any comments received from Seller that are not in dispute), and following the resolution of all disputed items in accordance with the foregoing provisions of this Section 10.1(b), Purchaser shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income an amended Tax Return prior to filing and shall make reflecting such revisions as resolution. (c) For purposes of this Agreement, in the case of any Taxes of any member of the Company Group that are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due payable with respect to such Income Tax Returns. Purchaser shall prepare any taxable period that begins on or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company before and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due ends after the Closing Date (including a “Straddle Period”), (i) real, personal and intangible property Taxes and any other similar Taxes levied on a per diem basis of any Person for a Pre-Closing Tax Period shall be equal to the amount of such Taxes for the entire Straddle Period Separate Company Income multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Returns.Period and the denominator of which is the total number of days in the Straddle Tax Period and (ii) Purchaser any other Taxes of any Person for any Pre-Closing Tax Period shall permit Seller at least thirty (30) days to review and comment on each be computed as if such Tax Return prior period ended on the Closing Date. All determinations necessary to filing and shall make such revisions give effect to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures allocation set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 the previous sentence shall be made in a manner consistent with respect to such Straddle Period Separate the prior practice the Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisGroup.

Tax Returns. (a) With respect to any Tax Return covering a taxable period ending on or before the Closing Date with respect to the Company, the Seller shall prepare or cause such Tax Return to be prepared, cause to be prepared all Income included in such Tax Returns which include the Acquired Company or any of the Subsidiaries for Return all Tax Periods ending on or prior items required to the Closing Date which are filed after the Closing Date and shall file or be included therein, cause such Tax Return to be filed all such Consolidated Income Tax Returns timely with the appropriate Governmental Authority and be responsible for the timely payment (and shall promptly provide Purchaser with copies entitled to any refund) of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to the period covered by such Income Tax Returns. Purchaser shall prepare Return. (b) With respect to any Tax Return covering a taxable period beginning on or cause to be prepared (on a basis consistent with past Tax Returns of before the Acquired Company Closing Date and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due ending after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser with respect to the Company, the Buyer shall permit Seller at least thirty (30) days to review and comment on each cause such Tax Return prior to filing and shall make such revisions be prepared, cause to be included in such Tax Returns as are reasonably requested by Return all Tax items required to be included therein, furnish a copy of such Tax Return to the Seller. Purchaser shall pay , cause such Tax Return to be filed timely with the appropriate Governmental Authority, and be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return (but shall have a right to recover the amount of Company Taxes attributable to the portion of the taxable period occurring on or before the Closing Date pursuant to Section 7.5). The Seller shall provide the Buyer with reasonable access to the books and records of the Seller pertaining to the Company as required to prepare such Tax Returns; provided. (c) With regard to any Tax Return for which the Buyer is responsible under Section 7.2(b) with respect to the Company, however, that Seller the Buyer shall pay Purchaser (use commercially reasonable efforts to cause such Tax Return to be prepared in accordance with past Tax accounting practices used with respect to the procedures set forth Tax Returns in Section 8.03(fquestion (unless such past practices are no longer permissible under the applicable Law)) for , and to the extent any amount owed items are not covered by Seller pursuant to Section 8.03 past practices, in accordance with reasonable Tax accounting practices selected by the filing party with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree Return under this Agreement with the consent (not to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as be unreasonably withheld or delayed) of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisnon-filing party.

Tax Returns. Seller (a) The Sellers shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns with respect to the Purchased Assets or the Purchased Entities for any Pre-Closing Tax Period (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as other than a Straddle Period). All such Tax Returns relate shall be prepared in a manner consistent with past practice, unless otherwise required by Law. The Sellers shall provide Buyer with a copy of any such Tax Return that is required to be filed by a Purchased Entity after the Acquired Company). Seller shall permit Purchaser Closing Date at least thirty (30) days prior to review and comment on each Separate Company Income the last date (giving effect to any valid extensions thereof) for timely filing such Tax Return prior to filing (or such shorter period as is reasonable taking into account the applicable taxable period, due date and Taxes) for Buyer’s review, comment and approval. The Sellers shall make such revisions as are reasonably requested incorporate all reasonable comments provided by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due Buyer with respect to such Income Tax Returns. Purchaser To the extent necessary to comply with applicable Law, Buyer shall execute or cause to be executed and file or cause to be filed any such Tax Return as prepared by Sellers. Buyer shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely shall file or cause to be timely filed all other Tax Returns of with respect to the Acquired Company Purchased Assets and the Subsidiaries Purchased Entities for Pre-Closing Tax all Straddle Periods that are due required to be filed after the Closing Date (including Date; provided that such Tax Returns shall be prepared in a manner consistent with past practice, unless otherwise required by Law. Before filing any Tax Return with respect to any Straddle Period Separate Company Income Period, Buyer shall provide the Sellers with a copy of such Tax Returns.) Purchaser shall permit Seller Return at least thirty (30) days prior to review and comment on each the last date (giving effect to any valid extensions thereof) for timely filing such Tax Return prior (or such shorter period as is reasonable taking into account the applicable taxable period, due date and Taxes) accompanied by a statement calculating in reasonable detail Sellers’ indemnification obligation, if any, pursuant to filing and Section 8.1(a). Buyer shall make such revisions to such Tax Returns as are reasonably requested incorporate all reasonable comments provided by the Seller. Purchaser shall pay all Taxes due Sellers with respect to such Tax Returns; providedReturns to the extent such comments relate to Taxes for which the Sellers are liable pursuant to this Agreement. If for any reason the Sellers do not agree with Buyer’s calculation of its indemnification obligation, howeverthe Sellers shall notify Buyer of its disagreement within fifteen (15) Business Days of receiving a copy of the Tax Return and Buyer’s calculation (or such shorter period as is reasonably requested by Buyer taking into account the applicable taxable period, that Seller due date and Taxes). If the Parties are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Buyer shall pay Purchaser file the Tax Return as originally prepared (in accordance with but, reflecting any items on which the procedures Parties have agreed) and shall later amend such Tax Return if necessary following the resolution of such dispute pursuant to the method set forth in Section 8.03(f8.6. If the Sellers agree with Buyer’s calculation of its indemnification obligation, the Sellers shall pay to Buyer the amount of the Sellers’ indemnification at the time specified in Section 8.1(d). (b) for Unless otherwise required by Law, Buyer shall not (and shall not cause or permit the Purchased Entities to) amend, refile or otherwise modify any amount owed by Seller pursuant Tax Return relating to Section 8.03 the Purchased Entities with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree any taxable period that ends on or prior to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on without the basis that the relevant Tax Period ended as prior written consent of the close of business on the Closing Date unless the relevant Tax Authority will Sellers, which consent shall not accept a Tax Return filed on that basisbe unreasonably withheld, conditioned or delayed.

Tax Returns. Seller The Company and GMPTS will cooperate with each other in providing and preparing such information and item described in Section 5.1, including any relating to the Properties, as may be required in order to timely prepare and deliver Tax Returns and other similar items after the Closing Date. In connection therewith, the Company shall prepare or cause the applicable 1998 Tax Returns of the Company, and GMPTS shall pay to the Company GMPTS's Percentage Interest of the cost and expense incurred by the Company in preparing such Tax Returns promptly upon request of the Company. The Company shall also prepare and file all Tax Returns of each Exchange Owning Entity which are due to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file for any period that ends on or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to before the Acquired Company)Closing Date. Seller The Company shall permit Purchaser at least thirty (30) days GMPTS to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Company's 1998 Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed on all other Tax Returns prepared by the Company prior to filing. GMPTS shall comment to the Company in an expeditious manner. GMPTS shall pay the Company GMPTS's Percentage Interest of the Acquired reasonable costs and expenses incurred by the Company in preparing all such Tax Returns promptly upon request of the Company. GMPTS shall prepare and file, in a manner consistent with all returns for prior periods, all Tax Returns not heretofore filed of each Exchange Owning Entity for tax periods that begin before the Subsidiaries for Pre-Closing Tax Periods that are due Date and end after the Closing Date (including any Straddle Period Separate Date, and the Company Income shall pay GMPTS the Company's Percentage Interest of the reasonable costs and expenses incurred by GMPTS in preparing such Tax Returns.) Purchaser Returns promptly upon the request of GMPTS. GMPTS shall permit Seller at least thirty (30) days the Company to review and comment on each all such Tax Return tax returns prepared by GMPTS prior to filing and filing. The Company shall make such revisions comment to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (GMPTS in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisan expeditious manner.

Tax Returns. Seller shall prepare (i) Sellers (or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and Sellers' Representative) shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to the Company and the Subsidiaries for taxable years or periods ending on or before the Closing Date. Buyer shall file or cause to be filed when due all Tax Returns with respect to the Company and the Subsidiaries other than those described in the previous sentence. (ii) All Straddle Period Tax Returns to be filed by Buyer pursuant to Section 9.05(b)(i) shall be prepared in a manner consistent with the past practices of the Company and the Subsidiaries and shall be submitted to the Sellers' Representative no later than 30 days prior to the due date for filing such Consolidated Income Straddle Period Tax Returns (or if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date). The Sellers' Representative shall have the right to review such Straddle Period Tax Returns and shall promptly provide Purchaser with copies to review all work papers and procedures used to prepare any such Tax Returns. If the Sellers' Representative, within ten (10) business days after delivery of such Consolidated Income Straddle Period Tax Returns insofar as Returns, notifies Buyer in writing that it objects to any of the items in such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and Returns, Buyer shall make such revisions as or cause to be made any changes that are reasonably requested by the Purchaser, and Purchaser Sellers' Representative. Buyer shall execute and file timely file or cause to be filed timely such Separate Company Income Straddle Period Tax Returns, as so modified. Seller Sellers shall pay all to Buyer within fifteen (15) days after the date on which Taxes due are paid with respect to such Income periods an amount equal to the portion of such Taxes which relates to the portion of such taxable period ending on the Closing Date to the extent such Taxes are not reflected in the reserve for Tax Returnsliability on the Closing Date Balance Sheet (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income). Purchaser In the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, shall prepare or cause be deemed to be prepared (the amount of such 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 a basis consistent with past Tax Returns of the Acquired Company Closing Date and the Subsidiariesdenominator of which is the number of days in the entire taxable period, and (y) in the case of any Tax based upon or related to income or receipts shall be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Acquired Companies. (including iii) None of Buyer or any Straddle Period Separate Affiliate of Buyer shall (or shall cause or permit the Company Income Tax Returns.or the Subsidiaries to) Purchaser shall permit Seller at least thirty amend, refile, carry back any losses, deductions, or credits to or otherwise modify (30or grant an extension of the statute of limitation with respect to) days to review and comment on each such any Tax Return prior relating in whole or in part to filing and shall make such revisions to such Tax Returns as are reasonably requested by any of the Seller. Purchaser shall pay all Taxes due Company or the Subsidiaries with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser any taxable year or period ending on or before the Closing Date (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 or with respect to such any Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause Period) without the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as prior written consent of the close of business on the Closing Date unless the relevant Tax Authority Sellers' Representative, which consent will not accept a Tax Return filed on that basisbe unreasonably withheld.

Tax Returns. (a) With respect to any Tax Return covering a taxable period ending on or before the Effective Date that is required to be filed after the Effective Date with respect to Discovery or DGT, the Seller Parties shall prepare or cause such Tax Return to be prepared, shall cause to be prepared included in such Tax Return all Income items of income, gain, loss, deduction and credit (“Tax Returns which include the Acquired Company or any of the Subsidiaries for all Items”) required to be included therein, shall cause such Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause Return to be filed all such Consolidated Income Tax Returns timely with the appropriate Taxing Authority, and shall be responsible for the timely payment (and shall promptly provide Purchaser with copies entitled to any refund) of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all W▇▇▇▇▇▇▇ Energy’s Ownership Percentage of Taxes due with respect to the period covered by such Income Tax Returns. Purchaser Return. (b) With respect to any Tax Return covering a taxable period beginning on or before the Effective Date and ending after the Effective Date that is required to be filed after the Effective Date with respect to Discovery or DGT or their assets, the Seller Parties shall prepare or cause such Tax Return to be prepared, shall cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each included in such Tax Return prior all Tax Items required to filing be included therein, shall furnish a copy of such Tax Return to the Buyer, shall file timely such Tax Return with the appropriate Taxing Authority, and shall make such revisions to such Tax Returns as are reasonably requested by be responsible for the Seller. Purchaser shall pay all timely payment of W▇▇▇▇▇▇▇ Energy’s Ownership Percentage of Taxes due with respect to the period covered by such Tax Returns; provided, however, Return allocable to the period prior to and including the Effective Date. (c) Any Tax Return not yet filed for any taxable period that Seller begins before the Effective Date with respect to the assets or operations of Discovery or DGT or their assets shall pay Purchaser (be prepared in accordance with past Tax accounting practices used with respect to the procedures set forth Tax Returns in Section 8.03(fquestion (unless such past practices are no longer permissible under the applicable law)) for , and to the extent any amount owed items are not covered by Seller pursuant to Section 8.03 past practices (or in the event such past practices are no longer permissible under the applicable tax law), in accordance with reasonable tax accounting practices selected by the filing party with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree Return under this Agreement with the consent (not to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as be unreasonably withheld or delayed) of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisnon-filing party.

Tax Returns. (i) Seller shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed with the appropriate Governmental Entities having jurisdiction (A) all such Consolidated Tax Returns to be filed by the Company and/or its Subsidiaries prior to the Closing Date, and (B) all Income Tax Returns in which GTE (or Seller) shall include the taxable income of the Company and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate its Subsidiaries (to the Acquired Companyextent required by law). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company , including the applicable consolidated federal Income Tax Return prior to filing in which the income of the Company is included and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company in any consolidated or combined Income Tax Returns. Seller shall pay all Taxes due with respect to Return filed by GTE (or Seller) or an Affiliate thereof in which such Income Tax Returns. Purchaser shall prepare or cause to income can be prepared (on a basis included under applicable law, consistent with past Tax Returns of the Acquired Company custom and the Subsidiariespractice. (ii) and timely Buyer shall file or cause to be timely filed with the appropriate Governmental Entities having jurisdiction all other Tax Returns relating to Taxes of the Acquired Company and the its Subsidiaries for Pre-Closing Tax Periods that are due required to be filed after the Closing Date (including any Straddle Period Separate Company other than Income Tax Returns.Returns which include periods for which a consolidated, unitary or combined Income Tax Return of GTE or Seller includes the taxable income of the Company and its Subsidiaries). With respect to Tax Returns to be filed by Buyer for any periods for which Seller has sole liability for the Taxes due (including pursuant to its indemnity obligations hereunder), such Tax Returns will be properly and timely filed by Buyer and will be correct, accurate and complete in all material respects, and Buyer shall furnish a completed copy of such Tax Returns (to the extent they relate to the Company, its Subsidiaries or the Joint Ventures) Purchaser to Seller for Seller's approval not later than 30 days before the due date for filing such returns (including extensions thereof). With respect to Tax Returns to be filed by Buyer for any periods for which GTE and Buyer each have liability for the Taxes due (including pursuant to any indemnity obligations hereunder), such Tax Returns will be properly and timely filed by Buyer and will be correct, accurate and complete in all material respects, and Buyer shall permit furnish a completed copy of such Tax Returns (to the extent they relate to the Company, its Subsidiaries or the Joint Ventures) to Seller at least thirty (30) days to for Seller's review and comment not later than 30 days before the due date for filing such returns (including extensions thereof), and Buyer will, in good faith, incorporate all reasonable comments provided by Seller. Buyer shall not take (and shall cause the Company and its Subsidiaries not to take) a position with respect to any item on each such any Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by of the Seller. Purchaser shall pay all Taxes due Company or any of its Subsidiaries which is inconsistent with the position taken with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date item on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a prior Tax Return filed on that basisor, if inconsistent, will obtain Seller's prior written consent (not to be unreasonably withheld).

Tax Returns. (a) Seller shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company taxable income or loss of AFP and the AFP Subsidiaries on Seller’s consolidated federal and Florida and any other of the Subsidiaries Seller’s applicable consolidated state income tax returns for all Tax Periods ending on or prior to taxable periods through the Closing Date which are filed after end of the Closing Date and shall file or cause pay any federal and Florida, and any other such state, income taxes attributable to any such income. The 2006 income of AFP and the AFP Subsidiaries shall be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate apportioned to the Acquired Company)period up to and including the Closing Date and the period after the Closing Date by closing the books of AFP and the AFP Subsidiaries as of the end of the Closing Date. All such tax returns shall be prepared and filed in a manner consistent with prior practice, except as required by a change in applicable law. Seller and Buyer shall deliver to the other all tax returns filed by it pursuant to this Section promptly after such filing. (b) Buyer and Seller acknowledge that the purchase by Buyer of the LLC Interest in PMA will result in a termination of PMA for federal income tax purposes. Seller shall permit Purchaser at least thirty (30) days include its share of the income or loss of PMA on Seller’s consolidated federal income tax returns for all 2006 taxable periods through the end of the Closing Date and pay any federal, state and local income taxes of Seller attributable to review such income. The income of PMA shall be apportioned to the period up to and comment on each Separate Company Income Tax Return prior to filing including the Closing Date and shall make such revisions the period after the Closing Date by closing the books of PMA as are reasonably requested by of the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returnsend of the Closing Date. Seller shall pay all Taxes due prepare and file, after consultation with respect to Buyer, the federal and state income tax returns of PMA for its tax year ending on the Closing Date, which returns shall include an election under Section 754 of the IRC if one has not already been made. All such Income Tax Returns. Purchaser tax returns shall be prepared and filed in a manner consistent with prior practice, except as required by a change in applicable law. (c) Except as provided in subsections (a) and (b) of this Section 6.5, Buyer shall prepare or cause to be prepared (on and file, and simultaneously provide Seller with a basis consistent with past copy of, any state and local Tax Returns returns of AFP, the Acquired Company and AFP Subsidiaries, PMA and, if the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of PRM Closing has occurred before the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are time such return is due, PRM due after the Closing Date (including for periods that begin before the Closing Date and end on or after the Closing Date. Buyer shall pay, or shall cause the relevant Acquired Company to pay, except to the extent of Seller’s obligations in respect of such payment pursuant to Seller’s indemnification obligation under Section 5.2(c), the amount of any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due relating thereto with respect to AFP, the AFP Subsidiaries and, if appropriate, PRM. If the PRM Closing has not occurred by the date any such Tax Returns; providedstate or local return of PRM is due, howeverBuyer and Seller shall jointly prepare such return for PRM, and shall deliver such return to Seller together with (by wire transfer of immediately available funds to the account of Seller set forth on Schedule 2.4(b)(i)) the amount of tax payable under such return (except to the extent that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant has caused PRM to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended have operations not existing as of the close Closing Date), except to the extent of business on Seller’s obligations in respect of such payment pursuant to Seller’s indemnification obligation under Section 5.2(c), whereupon Seller will cause such return to be filed and the Closing Date related tax to be paid. All such tax returns shall be prepared and filed in a manner consistent with prior practice, except as required by a change in applicable law. Seller’s indemnification obligation under Section 5.2(c) of this Agreement shall not apply to any state or local tax returns filed by Buyer under this subsection (c) unless the relevant Tax Authority will Seller has consented to such returns (which shall not accept a Tax Return filed on that basisbe unreasonably withheld or delayed).

Tax Returns. Seller (a) Shareholder will be responsible for the preparation and filing of all tax returns of Company for all periods ending on or before the Closing Date. The federal income, deductions and credits with respect to Company on such returns will be computed consistent with past practices, principles and methods. Prior to filing any such return for a taxable period ending on or before the Closing Date, Shareholder will submit such returns (if the return is a separate return of Company or if such return is a consolidated return, information regarding the reporting of income, deductions and credits with respect to Company shall be provided to Shareholder rather than the consolidated return) to Merger Subsidiary for its review, provided that Merger Subsidiary's approval of such returns or information will not be required. (b) Surviving Corporation will prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all any tax returns of Company for tax periods which begin before the Closing Date and end after the Closing Date. Prior to filing any such Consolidated Income Tax Returns (and return, Surviving Corporation shall promptly provide Purchaser with copies submit such return to Shareholder for its review, provided that Shareholder's approval of such Consolidated Income Tax Returns insofar as return will not be required. Shareholder will pay to Surviving Corporation within fifteen days after the date on which taxes are paid (e.g. the original due date of the return) with respect to such Tax Returns periods an amount equal to the portion of such taxes which relate to the Acquired Company). Seller portion of such taxable period ending on the Effective Time based on the closing of the books of Company at the Effective Time. (c) If any dispute arises regarding the amount of taxes payable by Shareholder, the parties shall permit Purchaser at least engage Price Waterhouse Coopers (the "Independent Accountant") to resolve the dispute and shall direct the Independent Accountant in the terms of the engagement that the dispute is required to be resolved within thirty (30) days after such engagement. The Independent Accountant's determination shall be final and binding on the parties. All fees and costs of the Independent Accountant shall be borne pro rata by Shareholder and Surviving Corporation in proportion to review the difference between the Independent Accountant's determination of the correct amount of taxes payable by Shareholder and comment on each Separate Company Income Tax Return of Surviving Corporation's and Shareholder's determination of such amount. Pending the Independent Accountant's resolution of any dispute submitted to it pursuant to this Section 16.1(c), Shareholder shall pay to Surviving Corporation the amount of taxes that Shareholder believes it is required to pay. Shareholder shall pay to Surviving Corporation any additional taxes determined by the Independent Accountant to be payable by it within 30 days after the Independent Accountant delivers to Shareholder and Surviving Corporation a written report detailing its determination and the basis therefor. The tax returns filed by Surviving Corporation prior to filing the Independent Accountant's resolution of the dispute shall be amended by the Surviving Corporation as necessary to reflect the Independent Accountant's determination. (d) Shareholder, Parent and Surviving Corporation shall make such revisions as are cooperate fully, to the extent reasonably requested by the Purchaserother party, in connection with the filing of tax returns pursuant to this Section and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due any audit, litigation or proceeding with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returnsthereto.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basis.

Tax Returns. Seller (a) Sellers shall be responsible for preparing all Tax Returns for U.S. federal, state or local income Tax purposes of or with respect to the Company or any Company Subsidiary for all taxable periods ending on or prior to the Closing Date, and shall pay all Taxes owed with respect to such Tax Returns. Sellers shall be responsible for filing all such Tax Returns required to be filed before the Closing Date. With respect to Tax Returns required to be filed on or after the Closing Date, (i) Sellers shall deliver a draft of any such Tax Return to Buyers reasonably in advance of the due date for filing such Tax Return, (ii) Buyers will cause such Tax Returns to be timely filed and (iii) Buyers will provide a copy thereof to Sellers. (b) Buyers shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Company and the Company Subsidiaries (other than Tax Returns governed by Section 7.1(a)) that are required to be filed on or after the Closing Date for all Pre-Closing Periods (including the Texas franchise Tax Return of the Company and the Company Subsidiaries for all Tax Periods the period ending on or the day prior to the Closing Date which are filed after the Closing Date Date) and shall file or cause to be filed all such Consolidated Income Straddle Periods. Such Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns practice except to the extent otherwise required by applicable Law. Reasonably in advance of the Acquired Company due date for filing any such Tax Return, Buyers shall deliver a copy of such Tax Return, together with all supporting documentation and workpapers, to Sellers for their review and shall incorporate any reasonable comments of Sellers. Buyers will cause such Tax Return (as revised to incorporate the SubsidiariesSeller’s reasonable comments) and timely file or cause to be timely filed all other and will provide a copy to Sellers. Not later than five (5) days prior to the due date for payment of Taxes with respect to any such Tax Returns Return, Sellers shall pay to Buyers the amount of the Acquired Company and the Subsidiaries for Taxes shown on a Pre-Closing Period Tax Periods that are due after Return and the amount of Taxes allocable to the portion of the Straddle Period ending on the day prior to the Closing Date (including any pursuant to Section 7.2 in the case of a Straddle Period Separate Tax Return (except, in each case, to the extent such Taxes are property Taxes or are margin Taxes or were included in Closing Working Capital). (c) Sellers and Buyers shall cooperate in good faith to determine the amount of any Excess Taxes. If the Assumed Property Taxes exceed the amount of any property Taxes (other than any Excess Taxes) imposed on the Company Income Tax Returns.) Purchaser shall permit Seller at least thirty or any Company Subsidiary for any taxable period that includes the Closing Date, within (305) days to review and comment on each such after the filing of the relevant Tax Return prior to filing and Buyers shall make such revisions a payment to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser Sellers (in accordance with their respective Seller Fractions) equal to the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to of such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisexcess.

Tax Returns. Seller (i) Parent shall prepare (or cause to be prepared prepared), and timely file all Income Tax Returns which include of the Acquired Company or any of its Subsidiaries required to be filed with any Governmental Authority after the Subsidiaries Closing Date, and shall pay (or cause to be paid) any Taxes due in respect of such Tax Returns. With respect to any Tax Returns filed with respect to any taxable periods (or portions thereof) ending on or before the Closing Date and with respect to Straddle Periods, APSLP shall be responsible for all the Pre-Closing Taxes due in respect of such Tax Periods ending Returns in excess of the amount of such Taxes that are included as Current Liabilities for purposes of calculating Net Working Capital. Parent shall notify APSLP of any amounts due from APSLP in respect of any such Tax Return no later than ten (10) Business Days prior to the date on which such Tax Return is due, and APSLP shall remit such payment to Parent in cash no later than five (5) business days prior to the date such Tax Return is due. (ii) In the case of Tax Returns with respect to a taxable period that ends on or prior to the Closing Date which that are required to be filed after the Closing Date and Date, Parent shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as deliver any such Tax Returns relate Return to the Acquired Company). Seller shall permit Purchaser APSLP for its review and comment at least thirty (30) days prior to review and comment on each Separate Company Income the date such Tax Return is required to be filed. All reasonable comments of APSLP will be incorporated in such Tax Return if both (x) such comments are consistent with past practice as in effect immediately prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due Closing Date or if there does not exist a past practice with respect to the relevant item immediately prior to the Closing Date, and (y) if the failure to incorporate such Income Tax Returns. Purchaser shall prepare comments could reasonably be expected to have an adverse effect on any individual who was a stockholder or cause to be prepared (on a basis consistent with past Tax Returns employee of the Acquired Company and the Subsidiaries) and timely file or cause immediately prior to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including Date. If APSLP disputes any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment item on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)preceding sentence, it shall notify Parent of such disputed item (or items) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries basis for its objection. The parties shall act in good faith to file all Tax Returns for resolve any such dispute prior to the periods including the Closing Date date on the basis that which the relevant Tax Period ended as Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by a “Big Four” accounting firm mutually acceptable to the parties in a manner consistent with the second sentence of the close this Section 5.10(b)(ii). The fees and expenses of business on the Closing Date unless the relevant Tax Authority will not accept such accounting firm shall be borne in a Tax Return filed on that basismanner consistent with Section 2.10(c).

Tax Returns. Except as otherwise provided in Section 5.4(a): (i) Seller shall prepare and timely file, or cause to be prepared and timely filed, all Income Tax Returns which include that are required to be filed by or with respect to the Acquired Company Companies for taxable years or any of the Subsidiaries for all Tax Periods periods ending on or prior to before the Closing Date which are filed after the Closing Date and Date. Seller shall file timely remit, or cause to be filed timely remitted, all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies Taxes due in respect of such Consolidated Income Tax Returns insofar as Returns. All such Tax Returns relate to the Acquired Company)shall be prepared in a manner consistent with past practice in all material respects. Seller shall permit Purchaser at least Not later than thirty (30) days prior to review and comment on the due date for filing of each Separate Company Income such Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser(after taking into account extensions), and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due provide the Purchaser Parties with a draft copy of such Tax Return (in the case of Tax Returns required to be filed by an Acquired Company) or a draft copy of the portion of such Tax Return relating directly and solely to an Acquired Company (in the case of Tax Returns required to be filed with respect to an Acquired Company) for review and comment, and Seller shall include, in the Tax Return filed, all reasonable comments provided by the Purchaser Parties with respect to any such Income draft copy not later than five (5) days prior to such due date. Upon receipt of documentation from Seller setting forth the extent of such Taxes paid that are included in the Tax Returns. liabilities reflected or taken into account in the preparation of the Closing Net Worth Statement or the adjustment to the Closing Purchase Price, if any, pursuant to Section 2.3, the Purchaser Parties shall promptly reimburse Seller for such Taxes. (ii) The Purchaser Parties shall prepare and timely file, or cause to be prepared (on a basis consistent with past and timely filed, all Tax Returns of that are required to be filed by the Acquired Company Companies for taxable years or periods beginning on or before, and ending after, the Closing Date, and all “Separate Account Tax Returns” (as defined in the Variable Universal Life Business Coinsurance and Modified Coinsurance Agreement and the Subsidiaries) Variable Annuity Business Coinsurance and Modified Coinsurance Agreement). The Purchaser Parties shall timely file remit, or cause to be timely filed remitted, all other Taxes due in respect of such Tax Returns. All such Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least be prepared in a manner consistent with past practice in all material respects. Not later than thirty (30) days prior to review and comment on the due date for filing of each such Tax Return prior to filing and (after taking into account extensions), the Purchaser Parties shall make such revisions to provide Seller with a draft copy of such Tax Returns as are reasonably requested Return for review and comment, and the Purchaser Parties shall include, in the Tax Return filed, all reasonable comments provided by the Seller. Purchaser shall pay all Taxes due Seller with respect to any such draft copy not later than five (5) days prior to such due date. (iii) None of the Purchaser Parties, Seller or an Acquired Company shall (i) withdraw, repudiate, amend, refile or otherwise modify, or cause or permit to be withdrawn, repudiated, amended, refiled or otherwise modified, any Tax Returns; providedReturn filed by, however(ii) make or change any material Tax election or any annual Tax accounting period with respect to, that Seller shall pay Purchaser (in accordance iii) change any method of Tax accounting with respect to, (iv) consent to any extension or waiver of the procedures set forth in Section 8.03(f)) for limitations period applicable to any amount owed by Seller pursuant to Section 8.03 material Tax claim or assessment with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree or (v) surrender any material right or claim to cause the refund of Taxes with respect to, an Acquired Company and the Subsidiaries to file all Tax Returns for the periods including any taxable year or period beginning on or before the Closing Date on without the basis that the relevant Tax Period ended as prior written consent of the close of business on the Closing Date unless the relevant Tax Authority will other parties, which shall not accept a Tax Return filed on that basisbe unreasonably withheld, conditioned or delayed.

Tax Returns. (i) Seller shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income income Tax Returns required to be filed by the Company for Tax periods ending on or before the Closing Date whether due prior to or after the Closing Date (taking into account applicable extensions) and shall promptly provide Purchaser with copies of such Consolidated Income all non-income Tax Returns insofar as such required to be filed by the Company for Tax periods ending on or before the Closing Date that are due prior to the Closing Date (taking into account applicable extensions) (collectively, “Seller Tax Returns”). Such Seller Tax Returns relate shall be prepared in a manner consistent with the past practices of the Company (to the Acquired Companyextent such past practices exist), unless otherwise required by applicable Laws. Seller shall permit Purchaser deliver to Buyer for its review and comment, at least thirty twenty (3020) days prior to the due date for the filing of such Seller Tax Return (taking into account any applicable extensions), 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 and comment on each Separate Company Income such Seller Tax Return and any such additional information prior to the filing and shall make of such revisions as are reasonably requested by the PurchaserSeller Tax Return, and Purchaser Seller shall execute consider in good faith any comments submitted by Buyer at least ten (10) days prior to the due date of such Seller Tax Return (taking into account any applicable extensions). In the case of any Seller Tax Return that is due after the Closing Date, Seller and Buyer shall cooperate to timely file file, or cause to be timely filed, such Separate Company Income Seller Tax Returns. In the case of any Seller shall Tax Return that is due before the Closing Date, Seller shall, prior to the Closing Date, cause the Company to timely pay all or cause to be timely paid any Taxes shown as due with respect to such Income Tax Returns. Purchaser thereon. (ii) Buyer shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of required to be filed by the Acquired Company for Straddle Periods and all non-income Tax Returns required to be filed by the Subsidiaries Company for Pre-Tax periods ending on or before the Closing Tax Periods Date that are due after the Closing Date (including taking into account any Straddle Period Separate Company Income applicable extensions) (collectively, “Buyer Tax Returns.) Purchaser ”). Such Buyer Tax Returns shall permit 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. Buyer shall deliver to Seller for its review and comment, at least thirty twenty (3020) days prior to the due date for the filing of such Buyer Tax Return (taking into account any applicable extensions), or as soon as reasonably practicable in the case of a Buyer Tax Return that is not an income Tax Return, a draft copy of such Buyer Tax Return, together with any additional information relating to the Company that Seller may reasonably request. Seller shall have the right to review and comment on each such Buyer Tax Return and any such additional information prior to the filing and of such Buyer Tax Return, and, (A) to the extent relating to Pre-Closing Taxes that are income Taxes, such Buyer Tax Return shall make be subject to Seller’s approval, not to be unreasonably withheld, conditioned or delayed, whereas (B) to the extent relating to Pre-Closing Taxes that are non-income Taxes, Buyer shall consider in good faith any comments submitted by Seller reasonably in advance of the due date of such revisions to such Buyer Tax Return (taking into account any applicable extensions) except for Buyer Tax Returns as are reasonably requested by the reflecting Indemnified Taxes, which shall be subject to Seller. Purchaser shall pay all Taxes due with respect ’s approval, not to such Tax Returns; providedbe unreasonably withheld, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisconditioned or delayed.

Tax Returns. Seller (a) Subject to Section 15.1(c), The Shareholders shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed when due (taking into account all such Consolidated Income extensions properly obtained) all Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate that are required to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested be filed by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due or with respect to such Income Tax Returns. Purchaser Global Capacity for taxable years or periods ending on or before the Closing Date, and shall prepare remit or cause to be prepared (on a basis consistent with past remitted any Taxes due in respect of such Tax Returns of the Acquired Company Returns, and the Subsidiaries) Capital Growth shall prepare and timely file or cause to be timely filed when due (taking into account all other extensions properly obtained) all Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due required to be filed by or with respect to the Surviving Corporation for taxable years or periods ending after the Closing Date (including and Capital Growth shall remit or cause to be remitted any Straddle Period Separate Company Income Taxes due in respect of such Tax Returns. If there are any other requirements for amendment of any Tax Returns of Predecessor Entity, Global Capacity relating to periods of time prior to the Closing Date, the Shareholders shall be responsible for filing such returns and the Shareholders shall indemnify and hold harmless Capital Growth and the Surviving Corporation and any of the Global Capacity from any taxes due in respect of such amended Tax Returns. (b) Purchaser From and after the Closing, the Shareholders shall permit Seller at least thirty indemnify Capital Growth, pursuant to, and subject to the limitations set forth in, Article XII, for all (301) days to review and comment Taxes imposed on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; providedSurviving Corporation for any taxable year or period, howeveror portion thereof, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including ends on or before the Closing Date and (2) Taxes of any Person (other than Global Capacity) imposed on Global Capacity as a transferee or successor, by contract or pursuant to any requirement of laws, which Taxes relate to an event or transaction occurring before the Closing Date. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the Taxes of the Global Capacity (or Taxes for which Global Capacity is liable) for the portion of the period ending on the basis that Closing Date (for which a Shareholder is liable) shall be determined based on an interim closing of the relevant Tax Period ended books as of the close of business on the Closing Date unless (and for such purpose, the taxable period of any partnership or other pass-through entity in which Global Capacity holds a beneficial interest shall be deemed to terminate at such time), except that the amount of any such Taxes that are imposed on a periodic basis and are not based on or measured by income or receipts shall be determined by reference to the percentage that the number of days in the portion of such period ending on the Closing Date bears to the total number of days in such period beginning after the Closing Date. (c) Capital Growth shall promptly cause the Surviving Corporation to prepare and provide to the Shareholders a package of Tax information materials, including, without limitation, schedules and work papers (the “Tax Package”) required by the Shareholders to enable the Shareholders to prepare and file all Tax Returns required to be prepared and filed by the Shareholders pursuant to Section 15.1(a). The Tax Package shall be completed in accordance with past practice, including past practice as to providing such information and as to the method of computation of separate taxable income or other relevant measure of income of Global Capacity. Capital Growth and the Surviving Corporation shall cause the Tax Authority will not accept a Tax Return filed on that basisPackage to be delivered to the Shareholders within 60 days after the Closing Date.

Tax Returns. Seller (i) The Securityholders’ Agent shall prepare or cause to be prepared and cause to be timely filed, all Income Tax Returns which include of the Acquired Company and each of the Subsidiaries due (after taking into account all appropriate extensions) on or prior to the Closing Date and all income Tax Returns of the Company and each of the Subsidiaries for all periods ending on or prior to the Closing Date, whether to be filed before, on or after the Closing Date (“Seller Prepared Returns”). Such Tax Returns shall be prepared on a basis consistent with existing procedures and practices and accounting methods unless otherwise required by Applicable Law. At least 30 days prior to the due date of any Seller Prepared Return, the Securityholders’ Agent shall submit such Seller Prepared Return to Acquirer for review. The Securityholder’s Agent shall cause the tax preparer to incorporate any reasonable comments made by Acquirer. Acquirer shall cause the Company or applicable Subsidiary of the Company to sign and timely file the Seller Prepared Return due after the Closing Date in the form submitted by the Securityholders’ Agent (as adjusted to reflect Acquirer’s reasonable comments). (ii) Acquirer shall cause the Company and its Subsidiaries to prepare and timely file all Tax Returns (other than Seller Prepared Returns) of the Company and each its Subsidiaries due after the Closing Date (the “Acquirer Prepared Returns”). To the extent that an Acquirer Prepared Return relates to a Pre-Closing Tax Period or a Straddle Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices and accounting methods unless otherwise required by Applicable Law. At least 30 days prior to the due date of any Acquirer Prepared Return that shows Pre-Closing Income Taxes or that relates to a Pre-Closing Tax Period, Acquirer shall provide a draft of such Tax Return to the Securityholders’ Agent for the Securityholders’ Agent’s review and comment. Acquirer shall cause the Company or applicable Subsidiary of the Company to incorporate any reasonable comments made by the Securityholders’ Agent in the Tax Return actually filed. (iii) To the extent such action will increase the Company Securityholders’ indemnification obligations under this Agreement, Acquirer shall not, and shall not allow the Company or any of the Subsidiaries to amend any Tax Return of the Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods Period without the prior written consent of the Securityholders’ Agent (which will not be unreasonably withheld, delayed, or conditioned) unless such amendment is required by Applicable Law. Prior to entering into any voluntary disclosure agreement with any Governmental Entity that are due after relates to Taxes of the Company or any of the Subsidiaries for any Pre-Closing Date (including Tax Period, Acquirer shall consult with the Securityholders’ Agent and consider in good faith any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested reasonable comments made by the SellerSecurityholders’ Agent. Purchaser All liabilities that arise pursuant to any such voluntary disclosure agreements in any applicable jurisdiction shall pay all Taxes due be apportioned in good faith in a fair and reasonable between the Company and any of the applicable Subsidiaries, on the one hand, and Acquirer and any of its applicable subsidiaries that pursue a similar voluntary disclosure agreement in such jurisdiction, on the other hand. (iv) The Company Securityholders and Acquirer agree that no election under Code Section 338(g) shall be made with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as acquisition of the close shares of business on the Closing Date unless Company or any Subsidiary of the relevant Tax Authority will not accept a Tax Return filed on that basisCompany contemplated by this Agreement.

Tax Returns. Seller Sellers shall 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 or cause 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 all Income a deficiency in the amount of any federal, state, or local Tax Returns paid or payable by the Company which include is not reserved for or reflected on the Acquired Company or Final Balance Sheet and which relates to any period prior to the Closing Date, Sellers shall be fully responsible for the payment of the Subsidiaries for all any such deficiency. Following Closing, if any Tax Periods ending on or Return covering a period of time prior to the Closing Date which are filed shall be audited by an applicable taxing authority, the Company shall promptly notify Sellers of such audit. Purchaser and the Company shall have primary authority to conduct all discussions and negotiations with applicable taxing authorities regarding each such audited Tax 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 Company shall have exclusive authority to conduct all discussions and negotiations with applicable taxing authorities regarding Tax Returns relating to periods from and after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies solely responsible for the payment of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect attributable to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returnsperiods.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basis.

Tax Returns. (i) LLC Seller shall prepare or cause to be prepared all (i) any Income Tax Returns Return of LLC Seller on which include the items of income, gain, deduction, loss and credit of any Acquired Company Entity with respect to a Pre-Closing Tax Period are reported (a “Seller Pass-Through Income Tax Return”), (ii) any Seller Consolidated Return with respect to which any Acquired Entity is an “includible corporation” (or similarly includible), (iii) any Income Tax Return of an Acquired Entity for a Pre-Closing Tax Period (other than a Straddle Period) that is not a Seller Pass-Through Income Tax Return (a “Seller Separate Income Tax Return”), and (iv) any Tax Return (other than any Seller Pass-Through Income Tax Return, Seller Consolidated Return, or Seller Separate Income Tax Return) that is required to be filed by or with respect to any of the Subsidiaries Acquired Entities for all any Pre-Closing Tax Periods ending on or prior to the Period (other than any Straddle Period) (an “Other Pre-Closing Date which are filed after the Closing Date and Separate Tax Return”). LLC Seller shall file or cause to be filed all such any Seller Pass-Through Income Tax Returns, any Seller Consolidated Returns and any Seller Separate Income Tax Returns that are required to be filed. LLC Seller shall file or cause to be filed any Other Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (and taking into account any extensions validly obtained). LLC Seller shall promptly provide Purchaser with copies of such Consolidated Income deliver, or cause to be delivered, to Buyer all Other Pre-Closing Separate Tax Returns insofar as such Tax Returns relate that are required to be filed after the Acquired Company). Seller shall permit Purchaser Closing Date at least thirty (30) days (or in the case of non-Income Tax Returns or Tax Returns that are due within thirty (30) days of Closing, such period as is reasonable under the circumstances) prior to the due date for filing such Tax Returns (taking into account any extensions validly obtained) for Buyer’s review and comment on each Separate Company Income approval. If Buyer approves of the Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaserso delivered, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. LLC Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed such Tax Returns. If Buyer does not approve of the Tax Return and notifies the LLC Seller within fifteen (15) days (or in the case of non-Income Tax Returns or Tax Returns that are due within thirty (30) days of Closing, such period as is reasonable under the circumstances) of the receipt of the Tax Return, the Parties will negotiate in good faith to resolve any such items of disagreement. If a resolution is not reached the items of disagreement will be submitted to the Independent Accounting Firm for resolution using the same procedures as in Section 2.5, provided that the Independent Accounting Firm will not take a position that is not more likely than not to be sustained if challenged. Buyer shall promptly provide (or cause to be provided) to LLC Seller information reasonably requested by LLC Seller to facilitate the preparation and filing of any Tax Returns described in this Section 5.8(a)(i), and ▇▇▇▇▇ shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline reasonably requested by LLC Seller. Items of income, gain, loss, deduction and credit included on any Seller Pass-Through Income Tax Return shall be reflected on the applicable Forms K-1 issued to the equityholders of LLC Seller, and LLC Seller shall remit, or cause to be remitted, all Taxes shown as due and owing on any Seller Consolidated Return, Seller Separate Income Tax Return or Other Pre-Closing Separate Tax Return that are required to be filed by LLC Seller pursuant to this Section. (ii) Except for any Tax Return required to be prepared by LLC Seller pursuant to Section 5.8(a)(i), Buyer shall prepare and timely file or cause to be prepared and timely filed any other Tax Returns Return of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including Entities with respect to any Straddle Period Separate Company (a “Buyer Tax Return”). Buyer shall prepare or cause to be prepared any Buyer Tax Return in a manner consistent with past practice of the Acquired Entities and any pro forma materials provided by LLC Seller in respect to the relevant Seller Pass-Through Income Tax Returns.) Purchaser Return, Seller Consolidated Return or Seller Separate Income Tax Return unless otherwise required by Law or by this Agreement. Buyer shall permit submit a draft of any Buyer Tax Return to LLC Seller at least thirty (30) days prior to the due date for filing such Buyer Tax Return (taking into account any extensions validly obtained) for LLC Seller’s review and comment on each approval. If LLC Seller approves of the Tax Return so delivered, Buyer shall timely file or cause to be timely filed such Tax Returns. If LLC Seller does not approve of the Tax Return prior to filing and shall make such revisions to such notifies Buyer within fifteen (15) days (or in the case of non-Income Tax Returns or Tax Returns that are due within thirty (30) days of Closing, such period as are reasonably requested by is reasonable under the Sellercircumstances) of the receipt of the Tax Return, the Parties will negotiate in good faith to resolve any such items of disagreement. Purchaser If a resolution is not reached the items of disagreement will be submitted to the Independent Accounting Firm for resolution using the same procedures as in Section 2.5, provided that the Independent Accounting Firm will not take a position that is not more likely than not to be sustained if challenged. (iii) Notwithstanding any provision to the contrary in this Agreement or any Ancillary Agreement, all Transaction Tax Deductions shall pay all Taxes due be deducted on the applicable Seller Pass-Through Income Tax Return, Seller Consolidated Return or Other Pre-Closing Separate Tax Return with respect to such the relevant Pre-Closing Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with Period to the procedures set forth in Section 8.03(f)) for any amount owed maximum extent permitted by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis applicable Law provided that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will deductions are more likely than not accept a Tax Return filed on that basisto be sustained if challenged.

Tax Returns. Seller (i) Sellers shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed when due (taking into account all extensions property obtained) all Tax Returns that are (A) required to be filed by or with respect to the Acquired Companies for taxable years or periods ending on or before the Closing Date (in the case of income, franchise and similar Tax Returns required to be filed by or with respect to the Acquired Companies as well as Tax Returns required to be filed by or with respect to the Acquired Companies on a combined, consolidated or unitary basis with Sellers or any Affiliate thereof) or (B) due on or before the Closing Date (with respect to other Tax Returns), and in each case Sellers shall remit or cause to be remitted any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the Acquired Companies and Buyer shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed by Buyer pursuant to the preceding sentence that relate to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (Y) such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including, without limitation, any such position, election or method which would have the effect of accelerating income to periods for which Sellers are liable or deferring deductions to periods for which Buyer is liable) and (Z) such Tax Returns shall be submitted to Sellers not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Sellers, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (Y) of this sentence. Sellers or Buyer shall pay the other party for the Taxes for which Sellers or Buyer, respectively, is liable pursuant to Section 11.1(a) but which are payable with any Tax Return to be filed by the other party pursuant to this Section 11.1(b) upon the written request of the party entitled to payment, setting forth in detail the computation of the amount owed by Sellers or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxes. (ii) None of Buyer or any Affiliate of Buyer shall, or shall cause or permit any Acquired Company and the Subsidiaries for Pre-Closing to, amend, refile or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Periods that are due after Return relating in whole or in part to any Acquired Company with respect to any taxable year or period ending on or before the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due or with respect to such Tax Returns; providedany Straddle Period) without the prior written consent of Sellers, however, that Seller which consent may be withheld in the sole discretion of Sellers. (iii) Buyer shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to promptly cause the Acquired Company Companies to prepare and provide to Sellers a package of Tax information materials, including, without limitation, schedules and work papers (the Subsidiaries "TAX PACKAGE") required by Sellers to enable Sellers to prepare and file all Tax Returns for required to be prepared and filed by it pursuant to Section 11.1(b) (i) The Tax Package shall be completed in accordance with past practice, including past practice as to providing such information and as to the periods including method of computation of separate taxable income or other relevant measure of income of the Acquired Companies. Buyer shall cause the Tax Package to be delivered to Sellers within 45 days after the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisDate.

Tax Returns. Seller Oak and Nordco shall prepare and file all Tax returns (including all final returns with the appropriate Tax authorities reflecting the change in Nordco's ownership as of the Closing Date) and Oak shall pay all Taxes relating to the business or operations of Nordco or ownership of the Nordco Stock prior to the Closing Date; on the Closing Date and thereafter, the Buyer and Nordco, as the case may be, shall prepare and file all Tax returns and pay all Taxes relating to the business or operations of Nordco or ownership of the Nordco Stock on or after the Closing Date. Consistent with the foregoing, for any Tax period ending before the Closing Date, Nordco and Oak shall timely prepare and file (taking into account any applicable extensions), or cause to be prepared filed, all Income Tax Returns which include returns for Nordco, and Oak shall pay in full and in a timely manner (taking into account any applicable extensions) any and all Taxes that shall become due or payable on account of Nordco's business or operations, or the Acquired Company or any ownership of the Subsidiaries for all Tax Periods ending on or Nordco Stock prior to the Closing Date which are filed Date. Oak agrees that in preparing and filing all Tax returns relating to the business, operations or ownership of the Nordco Stock prior to the Closing Date, it shall prepare such Tax returns in a manner consistent with its prior tax and accounting positions and methodologies. Oak agrees that it shall provide Nordco's accountants with a copy, prior to the filing of the same, of all Tax returns for Nordco prepared by Oak on or after the date hereof relating to Nordco's business, operations, or the ownership of the Nordco Stock prior to the Closing Date. Following the Closing, with respect to any Tax return or other Tax matter relating to any Tax period before the Closing Date, the Buyer, Nordco and Oak shall cooperate fully, as and to the extent reasonably required by each other, in connection with preparation and filing of Tax returns on or after the Closing Date Date. It is expressly agreed that Oak shall have the right to any Tax refunds or other similar payments relating to Nordco, its business or operations arising in connection with any Tax period prior to the Closing Date, and shall file that the Buyer or cause to be filed all such Consolidated Income Tax Returns (and Nordco, as the case may be, shall promptly provide Purchaser with copies of reimburse or pay over to Oak any such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returnsamounts upon receipt.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basis.

Tax Returns. (i) Each Tax Return (not filed before Closing) for any Pre-Closing Tax Period of the Acquired Companies ending before or on the Closing Date shall be based on the same tax accounting methods and elections as used for the taxable period immediately preceding the period of such Tax Return unless specifically otherwise agreed to in writing by the Parties or required by applicable Law; provided, however, that taxable income for the taxable year ending on the Closing Date shall be based on a closing of the books as of the end of the Closing Date. (ii) The Seller shall prepare or cause and timely file all Consolidated Returns, regardless of when such Tax Returns are required to be prepared filed. The Seller shall prepare and timely file all Income other Tax Returns which include for the Acquired Company or Companies with respect to any Pre-Closing Tax Period that are required to be filed as of the Subsidiaries for all Closing Date. With respect to any such Tax Periods ending on or prior Return that is not a Consolidated Return, Seller shall provide a draft of each such Tax Return to the Buyer for its review and comment at least 45 days before the due date for such filing, taking into account any extensions of such due date. The Seller shall make changes to such Tax Returns as the Buyer reasonably requests at least 25 days before the applicable due date to the extent such changes are relevant to a Straddle Period or a Post-Closing Date which are filed after the Closing Date Tax Period. Buyer shall prepare and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income including any information Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company any income Tax) for any Straddle Period and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for any Pre-Closing Tax Periods that are due required to be filed after the Closing Date (including any Straddle Period Separate Company Income together, the “Buyer-Prepared Tax Returns.) Purchaser ”); provided that all such Tax Returns shall permit be prepared in a manner consistent with the Acquired Companies’ past practice (except as otherwise required by Law). The Buyer shall provide a draft of each Buyer-Prepared Tax Return to the Seller at least thirty (30) days to for its review and comment at least 45 days before the due date for such filing, taking into account any extensions of such due date. The Buyer shall make changes to such Buyer-Prepared Tax Return as the Seller reasonably requests at least 25 days before the applicable due date. If the Seller objects to any item on each any such Buyer-Prepared Tax Return, it shall, within 10 days after delivery of such Tax Return prior Return, notify the Buyer in writing that it so objects. If a notice of objection shall be duly delivered, the Parties shall negotiate in good faith and use their commercially reasonable efforts to filing resolve such items. If the Parties are unable to reach such agreement within 10 days after receipt by the Buyer of such notice, the disputed items shall be resolved by the Independent Accountant and any determination by the Independent Accountant shall make such revisions be final. The Independent Accountant shall resolve any disputed items within 20 days after having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Tax Returns Return, the Tax Return shall be filed as are reasonably requested prepared by the SellerSeller and then amended to reflect the Independent Accountant’s resolution. Purchaser The costs, fees and expenses of the Independent Accountant shall pay all be borne equally by the Parties. (iii) In the case of any Taxes due of the Acquired Companies for a Straddle Period, the portion of any Taxes allocable to the Pre-Closing Tax Period shall (i) in the case of any Taxes other than Taxes based upon or related to income, gains or receipts, or imposed in connection with respect the sale or other transfer or assignment of property (other than Taxes described in Section 4.12(b)(ii)), be deemed to be the amount of such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with for the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such entire Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause multiplied by a fraction the Acquired Company and numerator of which is the Subsidiaries to file all Tax Returns for number of days in the periods including taxable period (or portion thereof) ending on or before the Closing Date on and the basis that denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of any Tax based upon or related to income, gains or receipts, or imposed in connection with the sale or other transfer or assignment of property (other than Taxes described in Section 4.8(d)), be deemed equal to the amount which would be payable if the relevant Tax Straddle Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisDate.

Tax Returns. Seller (i) The Sellers shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to for the Acquired Company). Seller shall permit Purchaser at least thirty (30) days Companies that relate solely to review a taxable period ending before the Closing Date and comment on each Separate Company Income Tax Return that are not due prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including taking into account any Straddle Period Separate Company Income extensions thereof). All costs and expenses of preparing and filing such Tax Returns.Returns shall be borne by the Sellers. The Sellers shall (A) Purchaser shall permit Seller at least thirty (30) days to review and comment on provide Acquiror with a copy of each such Tax Return at least 30 calendar days prior to the earlier of (1) the date such Tax Return is filed and (2) the due date for filing such Tax Return (taking into account any extensions thereof) and (B) promptly deliver such additional information regarding each such Tax Return as may reasonably be requested by Acquiror. The Sellers shall make such reflect any revisions to such Tax Returns as are reasonably and timely requested by Acquiror. The Sellers shall timely pay to the Seller. Purchaser shall pay all appropriate Taxing Authority any Taxes shown as due with respect to on any such Tax Returns; provided, however, that Seller . (ii) Acquiror shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant prepare or cause to Section 8.03 with respect be prepared and file or cause to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file be filed all Tax Returns for the periods Acquired Companies that relate to any Straddle Period. All costs and expenses of preparing and filing such Tax Returns shall be borne by the Acquiror. Acquiror shall (A) provide the Sellers with a copy of each such Tax Return at least 30 calendar days prior to the earlier of (1) the date such Tax Return is filed and (2) the due date for filing such Tax Return (taking into account any extensions thereof) and (B) promptly deliver such additional information regarding each such Tax Return as may reasonably be requested by the Sellers. Acquiror shall reflect any revisions to such Tax Returns as are reasonably and timely requested 5 (iii) For U.S. federal income Tax purposes (and any conforming state income Tax purposes), (A) Acquiror’s acquisition of the Acquired Companies will result in the termination of the S corporation election of the Company and FTT Inc., and an S termination year for the Company and FTT Inc. as such term is defined in Section 1362(e)(4) of the Code, (B) the taxable year of the Company and FTT Inc. shall end on the day immediately preceding the Closing Date (the “Short S Corporation Tax Period”), (C) Section 1362(e)(6)(D) of the Code shall apply for purposes of preparing U.S. federal and relevant state income Tax Returns in respect of the taxable years of the Company and FTT Inc. ending on the day immediately preceding the Closing Date and beginning on the Closing Date, respectively, and (D) the Company, FTT Inc., and any eligible Subsidiaries thereof will become part of Acquiror’s Affiliated Group as of and including the Closing Date on Date. Each of Acquiror, the basis that Sellers, the relevant Acquired Companies, and their respective Affiliates shall report the transactions contemplated by this Agreement (including, for the avoidance of doubt, all Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority Returns) in a manner consistent with, and will not accept take any position during the course of any Proceeding inconsistent with, the immediately preceding sentence, except as otherwise required by a change in Applicable Law or pursuant to a final determination of a Taxing Authority. To the extent permitted by Applicable Law, the Sellers shall include any income, gain, loss, deduction or other Tax Return filed items for Pre- Closing Tax Periods (including the Short S Corporation Tax Period) on that basistheir Tax Returns in a manner consistent with the Schedules K-1 furnished to the Sellers for such periods.

Tax Returns. Seller The following provisions shall govern the allocation of responsibility as between the parties for certain Tax matters following the Closing: (a) Seller, at its expense, shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Income Tax Returns required to be filed by the Company for all Pre-Closing Tax Periods regardless of when they are to be filed. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Acquired Company except as required by applicable Law. Seller shall deliver a copy of such Income Tax Returns to Buyer at least fifteen days prior to the date on which such Income Tax Return is required to be filed (taking into consideration applicable extensions) for Buyer’s review and comment, in each case, solely with respect to matters that could adversely affect Buyer or the Subsidiaries Company for any period (or portion thereof) beginning after the Closing Date. Buyer shall review such Income Tax Returns within ten (10) days after the delivery of such Income Tax Returns. In connection with Buyer’s review, Seller shall provide or cause to be provided promptly to Buyer information reasonably requested by Buyer or its Affiliates. If Buyer does not submit comments within such review period, Buyer will be deemed to have approved such Income Tax Returns as prepared by Seller. If Buyer submits comments to Seller with respect to matters that could adversely affect Buyer or the Company for any period (or portion thereof) beginning after the Closing Date within such review period, then Buyer and Seller shall negotiate in good faith to resolve any such items disputed in such comments. (b) Seller, at its expense, shall prepare or cause to be prepared and timely file or cause to be timely filed (i) all Non-Income Tax Returns required to be filed for the Company for all Pre-Closing Tax Periods that are due to be filed on or after the Closing Date Date, and (including ii) any and all Tax Returns required to be filed for the Company for a Straddle Period Separate Company Income Period. Seller shall deliver a copy of such Tax Returns.) Purchaser shall permit Seller Returns to Buyer at least thirty fifteen (3015) days prior to review and comment the date on each which such Tax Return prior is required to filing be filed (taking into consideration applicable extensions) for Buyer’s review and comment. In connection with Buyer’ review, Seller shall make provide or cause to be provided promptly to Buyer information reasonably requested by Buyer. If Seller does not submit comments within such revisions review period, Seller will be deemed to have approved such Tax Returns as are reasonably requested prepared by the SellerBuyer. Purchaser If Seller submits comments to the Buyer within such review period, the Buyer and Seller shall pay all Taxes due negotiate in good faith to resolve any such items disputed in such comments. If Buyer and Seller are unable to resolve any such dispute within ten (10) days after Seller provides its comments, the parties shall resolve the dispute in accordance with Section 6.3(c). (c) In the event Buyer and Seller are unable to agree on any timely-raised issue raised by the other party pursuant to Section 6.3 (a) or (b), Buyer and Seller shall engage a mutually agreed upon impartial nationally recognized firm of independent certified public accountants (the “Designated Accounting Firm”) to resolve the matter, and the Designated Accounting Firm’s determination shall be final and binding on the parties. The Designated Accounting Firm shall resolve the dispute within twenty (20) days after the item has been referred to it. Notwithstanding anything to the contrary in this Section 6.3, the party responsible pursuant to Section 6.3 (a) or (b) for preparing the disputed Tax Return shall be entitled to file on behalf of the Company, or cause to be filed, the applicable Tax Return without having incorporated the disagreed upon changes to avoid a late filing of such Tax Return. If the Designated Accounting Firm’s resolution of the dispute necessitates that a Tax Return filed in accordance with the previous sentence be amended, then the party responsible pursuant to Section 6.3 (a) or (b) for preparing the disputed Tax Return shall cause an amended Tax Return to be filed that reflects such resolution. The fees and expenses of the Designated Accounting Firm shall be borne by each party in the percentage inversely proportionate to the percentage of the total items submitted for dispute that are resolved in such party’s favor. (d) To the extent permitted or required by Law or administrative practice, the taxable year of the Company shall be treated as closing on (and including) the Closing Date. In the case of any Straddle Period, (i) the amount of any sales or use Tax, employment Tax, withholding Tax, and any Tax based on or measured by income, profits or receipts, in each instance imposed upon or payable by or with respect to the Company for the Pre-Closing Straddle Period shall be determined based on an interim closing of the books of Company as of the end of the Closing Date, and (ii) the amount of any Taxes other than a sales or use Tax, employment Tax, withholding Tax, or Tax based on or measured by income, profits or receipts Taxes of the Company for the Pre-Closing Straddle Period shall be deemed to be the amount of such Tax Returnsfor the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on and including the Closing Date and the denominator of which is the total number of days in such Straddle Period; provided, however, that Seller exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date be apportioned on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that pro rata per diem basis.

Tax Returns. Seller The Company and Stockholders’ Representative shall prepare duly prepare, or cause to be prepared prepared, and file, or cause to be filed, on a timely basis, all Income Tax Returns which include with respect to the Acquired Company or for Taxable Periods ending before the Closing Date (“Pre-Closing Tax Periods”) and for any of the Subsidiaries for all Tax Taxable Periods ending on or prior to the Closing Date (“Closing Date Tax Period”). Such Tax Returns shall be filed on a timely basis consistent with the Company’s past practice in filing its Tax Returns and shall not be filed without the approval of the Stockholders’ Representative. Purchaser shall duly prepare, or cause to be prepared, and file, or cause to be filed, on a timely basis all Tax Returns with respect to the Company for any taxable period which are filed includes but does not end on the Closing Date (“Straddle Period”) and for any taxable periods beginning after the Closing Date and shall file or cause to be filed all such Consolidated Income (the “Post-Closing Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired CompanyPeriods”). Seller Purchaser shall permit Purchaser at least thirty (30) days the Stockholders’ Representative to review and comment on each Separate Company Income Tax Return prior with respect to filing the Company for any Straddle Period and shall make such revisions as are the Stockholders’ Representative shall reasonably requested by request. Tax Returns for a Straddle Period shall be prepared consistent with the PurchaserCompany’s past practice. Unless the prior written consent of the Stockholders’ Representative is first obtained, and Purchaser shall execute and timely not take any action (including without limitation, file such Separate Company Income any amended Tax Returns. Seller shall pay all Returns or claim any Tax refunds) which would in any way alter the balance of Taxes due owing or Tax refunds or credits with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for any Pre-Closing Tax Periods that are due after Period or any Closing Date Tax Period. For purposes of this Agreement, in the case of any Straddle Period, Taxes of the Company (“Pre-Closing Straddle Tax Liability”) for the portion of any Straddle Period ending on and including the Closing Date (including any a “Pre-Closing Straddle Period Separate Company Income Tax Returns.Period”) Purchaser shall permit Seller at least thirty (30) days to review and comment on each shall, where possible, be computed as if such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period taxable period ended as of the close of business on the Closing Date unless Date. For purposes of the relevant foregoing, any items attributable to a Straddle Period which cannot be taken into account in the manner so provided (i.e. Taxes not based upon income or receipts) shall be allocated to the Pre-Closing Straddle Period for purposes of determining the Pre-Closing Straddle Tax Authority will not accept Liability, pro rata, based upon the number of days in the Pre-Closing Straddle Period, as compared to the total number of days in the Straddle Period, provided that if any Straddle Period Tax is based on income or revenue, then such allocation shall be based upon the actual activities of the Company as determined from the books and records of the Company for such Pre-Closing Straddle Period. Unless otherwise indicated, a Pre-Closing Straddle Period shall be treated as a “Pre-Closing Tax Return filed on that basisPeriod” for purposes of this Agreement.

Tax Returns. Seller (a) The Contributing Parties shall prepare or cause to be prepared all Income Tax Returns which include included in the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income consolidated United States federal income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income the state, local or foreign income Tax Returns insofar as of any jurisdiction that permits consolidated, combined or unitary income Tax Returns, if any) of the ▇▇▇▇▇▇▇▇ Tax Group for all periods ending on or before the Closing Date, all the items of income, gain, loss, deduction and credit (“Tax Items”) with respect to the Contributed Entities or the Contributed Entities’ Assets which are required to be included therein, shall cause such Tax Returns relate to be timely filed with the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing appropriate Taxing Authorities, and shall make such revisions as are reasonably requested by be responsible for the Purchaser, timely payment (and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay entitled to any refund) of all Taxes due with respect to the periods covered by such Income Tax Returns. Purchaser shall prepare . (b) With respect to any Tax Return covering a taxable period ending on or cause before the Closing Date that is required to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.with respect to the Contributed Entities or the Contributed Entities’ Assets that is not described in Section 7.2(a) Purchaser above, the Contributing Parties shall permit Seller at least thirty (30) days to review and comment on each cause such Tax Return prior to filing and shall make such revisions be prepared, cause to be included in such Tax Returns as are reasonably requested by Return all Tax Items required to be included therein, cause such Tax Return to be filed timely with the Seller. Purchaser shall pay appropriate Taxing Authority, and be responsible for the timely payment (and entitled to any refund) of all Taxes due with respect to the period covered by such Tax Returns; providedReturn. (c) With respect to any Tax Return covering a taxable period beginning on or before the Closing Date and ending after the Closing Date that is required to be filed after the Closing Date with respect to the Contributed Entities or the Contributed Entities’ Assets, howeverthe Contributing Parties shall cause such Tax Return to be prepared, cause to be included in such Tax Return all Tax Items required to be included therein, furnish a copy of such Tax Return to the Partnership Parties, cause such Tax Return to be filed timely with the appropriate Taxing Authority, and be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return (but shall have a right to recover the amount of Tax Losses attributable to the portion of the taxable period occurring after the Closing Date pursuant to Section 7.1(b)). (d) With regard to any Tax Return not yet filed for any taxable period that Seller begins before the Closing Date with respect to the Contributed Entities or the Contributed Entities’ Assets, the Contributing Parties shall pay Purchaser (use commercially reasonable efforts to cause such Tax Return to be prepared in accordance with past Tax accounting practices used with respect to the procedures set forth Tax Returns in Section 8.03(fquestion (unless such past practices are no longer permissible under the Applicable Law)) for , and to the extent any amount owed items are not covered by Seller pursuant to Section 8.03 past practices, in accordance with reasonable tax accounting practices selected by the filing party with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree Return under this Agreement with the consent (not to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as be unreasonably withheld or delayed) of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisnon-filing party.

Tax Returns. Seller shall prepare or cause (a) With respect to be prepared all Income any Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods Return covering a taxable period ending on or prior to before the Closing Date which are that is required to be filed after the Closing Date and with respect to Four Corners LLC, the Seller Parties shall file or cause such Tax Return to be prepared, shall cause to be included in such Tax Return all items of income, gain, loss, deduction and credit (“Tax Items”) required to be included therein, shall cause such Tax Return to be filed all such Consolidated Income Tax Returns timely with the appropriate Taxing Authority, and shall be responsible for the timely payment (and shall promptly provide Purchaser with copies entitled to any refund) of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all their Ownership Percentage of Taxes due with respect to the period covered by such Income Tax Returns. Purchaser shall prepare Return. (b) With respect to any Tax Return covering a taxable period beginning on or cause to be prepared (on a basis consistent with past Tax Returns of before the Acquired Company Closing Date and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due ending after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser that is required to be filed after the Closing Date with respect to Four Corners LLC or its assets, the Seller Parties shall permit Seller at least thirty (30) days to review and comment on each cause such Tax Return prior to filing be prepared, shall cause to be included in such Tax Return all Tax Items required to be included therein, shall furnish a copy of such Tax Return to the Buyer Parties, shall file timely such Tax Return with the appropriate Taxing Authority, and shall make such revisions to such Tax Returns as are reasonably requested by be responsible for the Seller. Purchaser shall pay all timely payment of their Ownership Percentage of Taxes due with respect to the period covered by such Tax Returns; provided, however, Return allocable to the period prior to and including the Closing Date. (c) Any Tax Return not yet filed for any taxable period that Seller begins before the Closing Date with respect to the assets or operations of Four Corners LLC or its assets shall pay Purchaser (be prepared in accordance with past Tax accounting practices used with respect to the procedures set forth Tax Returns in Section 8.03(fquestion (unless such past practices are no longer permissible under the applicable law)) for , and to the extent any amount owed items are not covered by Seller pursuant to Section 8.03 past practices (or in the event such past practices are no longer permissible under the applicable tax law), in accordance with reasonable tax accounting practices selected by the filing party with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree Return under this Agreement with the consent (not to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as be unreasonably withheld or delayed) of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisnon-filing party.

Tax Returns. (i) Following the Closing, Seller shall prepare or cause to be prepared and filed all Income Tax Returns which include required to be filed with respect to the Acquired Company Companies for taxable periods ending prior to or any on the Closing Date regardless of when such Tax Returns are due, including amended returns, applications for loss carryback refunds and applications for estimated Tax refunds (all such Tax Returns, amended returns and refund applications are referred to as, the Subsidiaries “Prior Period Returns”). The Prior Period Returns shall be prepared in a manner consistent with the Acquired Company’s past practices except as otherwise required by Law. Seller shall deliver to Purchaser, for all Tax Periods ending on or its review, a draft of each Prior Period Return at least fifteen (15) days prior to the Closing Date which applicable filing deadline of such Prior Period Return and Seller shall consider and reflect on such Prior Period Return prior to filing thereof any reasonable comments thereto made in writing by Purchaser at least five (5) Business Days prior to the applicable filing deadline. Purchaser shall, as promptly as reasonably practicable, make available to Seller (and to such Seller’s accountants and attorneys) its personnel and any and all books and records and other documents and information in its possession or control relating to the Acquired Companies reasonably requested by Seller that are reasonably necessary to prepare and submit the Prior Period Returns. (ii) Following the Closing, Purchaser shall cause to be prepared and filed all Tax Returns required to be filed with respect to the Acquired Companies for taxable periods ending after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with related thereto (although it may be entitled to make a claim in respect of such Taxes pursuant to such Income Tax ReturnsSection 6.04(i)). Purchaser shall prepare or cause to be prepared (on all Straddle Period Tax Returns in a basis manner consistent with the Acquired Company’s past practices, except as otherwise required by Law. Purchaser shall deliver to Seller, for its review, a draft of each Straddle Period Tax Returns Return at least fifteen (15) days prior to the applicable filing deadline of such Straddle Period Tax Return (or such shorter period as is reasonably practicable under the circumstances, in the case of non-income Straddle Period Tax Returns), together with a proposed calculation of the Acquired Company and Taxes allocable to the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are Period shown as due after the Closing Date (including any on such Straddle Period Separate Company Income Tax Returns.) Return. Purchaser shall permit consider and reflect on such Straddle Period Tax Returns prior to filing thereof all reasonable comments made in writing by Seller at least thirty five (305) days to review and comment on each such Tax Return Business Days prior to the applicable filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisdeadline.

Tax Returns. (a) Seller shall file or cause to be filed when due, consistent with past practices, all Tax Returns that are required to be filed by or with respect to SHP for Tax Periods ending on or before the Closing Date that are due prior to the Closing Date, and shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. The Seller promptly shall provide Interstate with copies of all such Tax Returns, and shall not file any Tax Return relating to a Pre-Closing Tax Period without Interstate’s consent if the filing of such Return may cause a net increase in the Tax liability of SHP for a Post-Closing Tax Period. Seller shall prepare or cause to be prepared prepared, consistent with past practices, all Income Tax Returns which include the Acquired Company that are to be filed by or any of the Subsidiaries with respect to SHP for all Tax Periods ending on or prior to before the Closing Date which that are filed due after the Closing Date Date. Seller shall provide drafts of such Tax Returns to Interstate no less than 45 days before such Tax Returns are due and shall incorporate all reasonable comments received from Interstate. Interstate shall cause SHP to timely file such Tax Returns and to remit the amount of Taxes shown on such Tax Returns, subject to the obligations of the Seller to pay its share of such Taxes pursuant to Section 8.3(a). Interstate shall file or cause to be filed when due, consistent with past practices of SHP, all such Consolidated Income other Pre-Closing and Straddle Period Tax Returns (of SHP and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare remit or cause to be prepared (remitted the amount of Taxes shown on a basis consistent such Tax Returns, subject to the Seller’s obligation to pay its share of such Taxes pursuant to Section 8.3. The Seller and Interstate shall reimburse the other party for any Taxes which are payable with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all by the other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date party pursuant to this Section 6.9(a), in each case, within ten (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (3010) days to review and comment on each such Tax Return prior to filing and shall make such revisions to after such Tax Returns as are reasonably requested by the Sellerdue. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser The Sunstone Parties and Seller Interstate agree to cause the Acquired Company and the Subsidiaries SHP to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basis. (b) The amount of any refunds or offsets of Taxes of SHP for any Taxable Period ending on or before the Closing Date shall be for the account of the Seller, except to the extent that such refund or offset arises as a result of a SHP carryback of a loss or other tax benefit arising from a period beginning after the Closing Date. The amount of any refunds or offsets of Taxes of SHP for any Taxable Period beginning after the Closing Date shall be for the account of Interstate. The amount or economic benefit of any refunds, credits or offsets of Taxes of SHP for any Straddle Period shall be equitably apportioned in a manner consistent with Section 8.3. Provided that the non-requesting Party, acting in good faith, determines that there is a reasonable basis for filing a claim with the relevant Tax Authority, each Party shall, if the other Party so requests and at such other Party’s expense, cause SHP to file for and obtain any refunds, credits or offsets to Taxes to which the requesting Party is entitled under this Section 6.9(b). Each Party shall forward, and shall cause its Affiliates to forward, the amount of such refund or offset to Tax to the Party entitled pursuant to this Section 6.9(b) to receive such amount, within ten (10) days after such refund is received or after such credit or offset is allowed or applied against other Tax liability, as the case may be. (c) Interstate and the Seller shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes, including any Tax Claim. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records (or copies thereof) and information which are reasonably relevant to any such Tax Return, audit, litigation, Tax Claim or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder or to testify at any proceeding. The Seller and Interstate agree, and Interstate agrees to cause SHP, (i) to retain all books and records with respect to Tax matters relating to SHP for any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Interstate or the Seller, any extensions thereof) for the respective taxable periods, and to abide by all record retention agreements entered into with any Tax Authority, and (ii) to give the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, the Seller and Interstate shall, and Interstate shall cause SHP to, allow the other Party to take possession of such books and records. Interstate and Seller further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated by this Agreement). (d) The Sunstone Parties shall cause the provisions of any Tax sharing agreement or similar arrangement between the Sunstone Parties or any of their Affiliates, on the one hand, and SHP on the other hand, to be terminated on or before the Closing Date. After the Closing Date, no party shall have any rights or obligations under any such Tax sharing agreement.

Tax Returns. (a) Parent and Seller shall prepare or join and Seller shall cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries to join, for all Tax Periods any taxable year or portion thereof ending on or prior to the Closing Date Date, in (i) the consolidated federal Income Tax Returns and (ii) any combined, consolidated or unitary state or local income or franchise tax returns with respect to which the Seller and the Subsidiaries are filed after required to be included or have been included in accordance with the Closing Date and most recent past practice of the Seller. Seller shall file properly prepare (or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiariesprepared) and timely file (or cause to be timely filed filed) all other applicable separate company state, local, and foreign Income Tax Returns of the Acquired Company Seller and the Subsidiaries for Pre-any taxable year ending on or before the Closing Tax Periods that are due after Date, and Seller or the Subsidiaries, as applicable, shall timely and fully pay all Income Taxes shown thereon. Purchaser shall, subject to Seller's consent (which shall not be withheld unreasonably), properly prepare (or cause to be prepared), and Purchaser shall file (or cause to be timely filed) all separate company income and franchise tax returns of the Subsidiaries for any taxable year or period commencing prior to the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) and ending subsequent to the Closing Date. Purchaser shall permit provide drafts of such returns to Seller at least thirty (30) days to for Seller's review and comment on each such Tax Return no later than 30 days prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Sellerfiling. Purchaser shall pay accept all Taxes due reasonable comments of the Seller with respect to such Tax Returns; provided, however, that Seller . All such returns shall pay Purchaser (in accordance be consistent with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 most recent equivalent returns filed with respect to such Straddle Period Separate Company Income Tax ReturnsSubsidiaries. Seller shall, upon written notice from Purchaser, provide Purchaser with funds to timely pay the portion of the tax liability shown on such income or franchise tax returns which is described as being the responsibility of the Seller under this Agreement, and Purchaser shall timely pay over (or cause to be paid over) such amounts to the appropriate authority. (b) Subject to Seller agree to cause the Acquired Company and the Seller's Subsidiaries making or causing to be made the payments required by it and providing the information it is required to provide or cause to be provided hereunder, Purchaser shall prepare and file all other Tax Returns required of Seller and Seller's Subsidiaries (including without limitation all information returns and payee statements required under the Code or applicable state law for the periods including entire calendar year), shall cause to be paid all Taxes payable with respect thereto, and shall cause to be reported on such Tax Returns any transactions or payments by or relating to Seller, and Seller's subsidiaries occurring after the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisDate.

Tax Returns. (a) Seller shall will prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Company and its Subsidiaries for all Tax Periods ending any taxable period that ends on or prior to the Closing Date which that are filed due after the Closing Date and shall file or cause to be filed all such Consolidated Income Date, which Tax Returns (will be prepared in a manner consistent with the past practices of the Company and shall promptly provide Purchaser with copies its Subsidiaries unless otherwise required under applicable Law. A draft of such Consolidated Income Tax Returns insofar as each such Tax Returns relate Return prepared pursuant to this Section 7.04(a) will be provided by Seller to Purchaser no later than the Acquired Company). Seller shall permit Purchaser at least date thirty (30) days prior to review and comment on each Separate Company Income the due date for such Tax Return prior to filing and shall make such revisions as are reasonably requested by in the Purchaser, and Purchaser shall execute and timely file such Separate Company Income case of any Tax Returns. Seller shall pay all Taxes due Return with respect to such Income Tax Returnsand as soon as practicable in the case of any non-Income Tax Return. Purchaser shall prepare or cause Any reasonable comments to be prepared (on a basis consistent with past such Tax Returns of submitted by Purchaser to Seller shall be incorporated and reflected by the Acquired Company and the Subsidiaries) and Seller. Seller will timely file or cause to be timely filed all other such Tax Returns with the applicable Governmental Authority and timely pay or cause to be timely paid all Taxes shown as due and owing thereon. (b) Purchaser will prepare or cause to be prepared all Tax Returns of the Acquired Company and its Subsidiaries for any Straddle Period. A draft of each such Tax Return prepared pursuant to this Section 7.04(a) will be provided by Purchaser to Seller no later than the date thirty (30) days prior to the due date for such Tax Return in the case of any Income Tax Return and as soon as practicable in the case of any non-Income Tax Return. Any reasonable comments to such Tax Returns submitted by Purchaser to Seller shall be incorporated and reflected by the Seller. Purchaser will timely file or cause to be timely filed all such Tax Returns with the applicable Governmental Authority and will timely pay or cause to be timely paid all Taxes shown as due and owing thereon, subject to Purchaser’s right to indemnification for the pre-Closing portion of any Straddle Period Taxes (calculated in accordance with Section 7.04(b)) pursuant to Article XI. Seller shall reimburse Purchaser for the amount of Straddle Period Taxes allocable to the Pre-Closing Tax Period (calculated in accordance with Section 7.04(c)) within five (5) days of the due date of the Taxes or the Tax Return, whichever is earlier. (c) For all purposes of this Agreement relating to the apportionment of Taxes with respect to a Straddle Period, (i) Taxes that are based upon or related to income, receipts, profits, wages, capital or net worth, or that are imposed in connection with any sale or other transfer or assignment of property or other specifically identifiable transaction or event, shall be apportioned based on an interim closing of the books as of the end of the Closing Date and (ii) all other such Taxes shall be allocated to the pre-Closing and post-Closing portions of such Straddle Period based on a daily proration of such Taxes for the entire Straddle Period. Purchaser will, to the extent permitted under applicable Law at a “more likely than not” or higher level of comfort, treat the Closing Date as the last day of the taxable period of the Company and the Subsidiaries for all Income Tax purposes. Purchaser agrees that for Income Tax purposes, the income of the Company and the Subsidiaries for tax years ending on and including the Closing Date or that include the Closing Date will be allocated based on an interim closing of the books at the end of the day on the Closing Date to the extent permitted by Law. For the avoidance of doubt, Seller will be responsible for and pay all Taxes of the Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) and Purchaser shall permit Seller at least thirty (30) days to review will be responsible for and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with of the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries for Post-Closing Tax Periods. (d) Notwithstanding anything to file all Tax Returns for the periods contrary in this Agreement (including Article XI): (i) Seller and Seller Parent shall have no liability under this Agreement with respect to Taxes incurred as a result of any action taken outside the Closing Date on the basis that the relevant Tax Period ended as of the close ordinary course of business by Purchaser or any of its Affiliates (including, after the Closing, the Company and the Subsidiaries) on the Closing Date unless after the relevant Closing; and, (ii) The parties hereto agree that to the extent permitted by applicable Law and deductible in a Pre-Closing Tax Authority Period at a “more likely than not” or higher level of comfort (and applying the seventy percent safe-harbor election under Revenue Procedure 2011-29 to any “success based fees” to the extent permitted under applicable Law), any Transaction Tax Deductions will not accept a be reported on Tax Returns for Pre-Closing Tax Periods or, in the case of any Transaction Tax Deductions reported on any Tax Return filed for a Straddle Period, such deductions will be treated as arising in the portion of such Straddle Period ending on that basisthe Closing Date.

Tax Returns. Seller shall prepare or cause (i) With respect to any Tax Returns that are to be prepared filed after the Closing Date, the Securityholder Representative shall engage the Company’s existing accountant, at its expense, to prepare all Income Tax Returns which include for the Acquired Company or any of and the Subsidiaries for all Tax Periods Company Subsidiary that relate to a taxable period ending on or prior to the Closing Date which are filed after (collectively, the Closing Date and shall file or cause to be filed all such Consolidated Income “Company Tax Returns”). Such Company Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on in a basis manner consistent with past practice and custom of the Company, except as otherwise required by applicable Laws. The Securityholder Representative shall provide a copy of all such Company Tax Returns of at least fifteen (15) days before the Acquired Company and anticipated filing date for Parent’s review. The Securityholder Representative shall consider in good faith comments received from Parent. Parent or the Subsidiaries) and Surviving Corporation shall timely file or cause to be timely filed such Tax Returns. (ii) Parent shall prepare (or cause to be prepared) at its expense all other Tax Returns of the Acquired Surviving Corporation and the Company Subsidiary (“Parent Tax Returns”), which returns shall be prepared in a manner consistent with past customs and practices employed by the Company and the Subsidiaries for PreCompany Subsidiaries, as applicable, unless otherwise required by applicable Laws. To the extent that a Parent Tax Return relates to a Straddle Period (“Straddle Period Return”), Parent shall provide a copy of all such Straddle Period Returns (together with the related work papers and supporting information, including the allocation between the pre-Closing Tax Periods that are due after and post-Closing portions of the Closing Date (including any Straddle Period Separate Company Income Tax Returns.(consistent with Straddle Period allocations described in Section 6.07(a)(iii))) Purchaser shall permit Seller to the Securityholder Representative at least thirty fifteen (3015) days prior to the anticipated filing date for the Securityholder Representative’s review and consent (not to be unreasonably withheld, delayed or conditioned). The Securityholder Representative (or its designee) shall review and comment on each such Tax Straddle Period Returns (including the Straddle Period allocations) in good faith within ten (10) days after receipt thereof. If Securityholder Representative (or its designee) deliver comments in writing to Parent within such period, Parent shall cause any such reasonable comments to be reflected on such Straddle Period Returns unless such comments: (i) are inconsistent with past practices of the Company; or (ii) are inconsistent with applicable Laws as of the date the applicable Straddle Period Return prior is filed. In the event of a disagreement concerning any Straddle Period Return (including the Straddle Period allocations) or any comments made by Securityholder Representative thereto pursuant to filing this Section 6.07(a)(ii), the Securityholder Representative and Parent shall make use their respective good faith efforts to resolve any disagreement in connection with such Securityholder Representative’s comments. In the event Parent and the Securityholder Representative are unable to agree on any such revisions to within five (5) days after the Securityholder Representative provides its comments, any such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due dispute with respect to such Tax Returns shall be resolved by a nationally or regionally-recognized accounting firm mutually agreed upon by Parent and the Securityholder Representative (the “Accountant”) in a final binding manner. Upon the final resolution of such disagreement, Parent shall file such Straddle Period Returns promptly after such final determination. Notwithstanding anything to the contrary in this Section 6.07(a)(ii), Parent shall be entitled to file such Straddle Period Returns without having incorporated the disagreed upon changes to avoid a late filing of such Straddle Period Returns; provided, however, . In the event the Accountant’s resolution of the disagreement necessitates that Seller shall pay Purchaser (a Straddle Period Return filed in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such previous sentence be amended, Parent shall cause an amended Straddle Period Separate Company Income Tax ReturnsReturn to be filed that reflects such resolution. Purchaser The fees and Seller agree to cause expenses of the Acquired Company Accountant shall be borne equally by the Parent, on the one hand, and the Subsidiaries to file all Tax Returns for Former Securityholders (out of the periods including the Closing Date Escrow Fund), on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisother hand.

Tax Returns. (i) PSC and Seller shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company income attributable to the LLC, the Business Assets and the Business on PSC's and Seller's consolidated U.S. federal income Tax Return (and similar state, local or any of the Subsidiaries foreign Tax Return) for all periods through and including the date hereof and pay any income Taxes attributable to such income. Buyer shall furnish Tax Periods ending on or prior information to the Closing Date which are filed after the Closing Date PSC and shall file or cause to be filed all such Consolidated Income Seller for inclusion in PSC's and Seller's U.S. federal consolidated income Tax Returns Return (and shall promptly provide Purchaser similar state, local or foreign Tax Return) for the period which includes the date hereof in accordance with copies the past income Tax practices of such Consolidated Income Tax Returns insofar as such Tax Returns relate to Seller and the Acquired Company)LLC. Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due payments required with respect to any such Income Tax Returns. Purchaser Return; provided, however, that Buyer shall prepare or cause reimburse Seller concurrently therewith to be prepared (on a basis consistent with past Tax Returns the extent any payment Seller is making relates to the operation of the Acquired Company LLC, the Business Assets or the Business for any period ending after the date hereof. (ii) Buyer shall include the income attributable to the LLC, the Business Assets and the SubsidiariesBusiness on Buyer's consolidated U.S. federal income Tax Return (and similar state, local or foreign Tax Return) and timely file or cause to be timely filed for all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due periods after the Closing Date (including date hereof and pay any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions income Taxes attributable to such income. PSC and Seller shall furnish Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due information to Buyer with respect to the LLC, the Business Assets, the Business and the operations, ownership and activities thereof for all periods through and including the date hereof to the extent such information is relevant to any Tax Return which Buyer has the right and obligation hereunder to file. Buyer shall make all payments required with respect to any such Tax ReturnsReturn; provided, however, that Seller shall pay Purchaser (in accordance with reimburse Buyer concurrently therewith to the procedures set forth in Section 8.03(f)) extent any payment Buyer is making relates to the operation of the LLC, the Business Assets or the Business for any amount owed by Seller pursuant period ending on or before the date hereof. (iii) The income attributable to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company LLC, the Business Assets and the Subsidiaries Business shall be apportioned to file all Tax Returns for the periods period up to and including the Closing Date on date hereof (the basis that "PRE-CLOSING SHORT YEAR") and the relevant Tax Period ended period after the date hereof (the "POST-CLOSING SHORT YEAR") by closing the books of the LLC as of the close end of business the date hereof. For purposes of this Section 4.7, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) the date hereof, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date unless date hereof shall (A) in the case of Taxes that are not based on income or gross receipts (e.g., property Taxes), be deemed to be the total amount of such Taxes for the period in question multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on the date hereof, and the denominator of which is the total number of days in the entire taxable period in question, and (B) in the case of Taxes that are based on income or gross receipts, be deemed to be the Taxes that would be due if the relevant Tax Authority will not accept a Tax Return filed taxable period ended on that basisthe date hereof.

Tax Returns. Seller Sellers’ Representative shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be prepared and timely filed (taking into account applicable extensions) (i) all Pass-Through Tax Returns that are required to be filed by or with respect to Tap Rock I AcquisitionCo, the Tap Rock II Subject Company, NM10 Subject Company, Tap Rock NM10 Minerals, LLC, Tap Rock Minerals, LP and Tap Rock Minerals II, LLC, in each case, for any taxable period that ends on or before the Closing Date, and (ii) the 2023 Texas franchise Tax Return of Tap Rock I Subject Company, which, for the avoidance of doubt, shall include the activities (A) attributable to the Tap Rock I Acquired Assets and, without duplication, of the members of the Tap Rock I Subject Company Group (other than Tap Rock I AcquisitionCo) and Tap Rock NM10 Minerals, LLC for the period from January 1, 2023 through the Closing Date, and (B) Tap Rock I AcquisitionCo for the Closing Date (such Tax Return, the “Tap Rock I Combined Return”). Sellers shall prepare any such Pass-Through Tax Returns and the Tap Rock I Combined Return 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 the Tap Rock I Combined Return, together with reasonably detailed supporting documentation and workpapers calculating the amount of any Taxes reflected on the Tap Rock I Combined Return that constitute Post-Effective Time Company Taxes, to Purchaser for Purchaser’s review and shall revise the Tap Rock I Combined Return to incorporate all reasonable comments from Purchaser relating to the Tap Rock I Combined Return. Purchaser shall prepare and timely file or cause to be prepared and timely filed (a) all Pass-Through Tax Returns that are required to be filed by or with respect to Tap Rock Minerals, LP and Tap Rock Minerals II, LLC for any taxable period that begins on or before the Closing Date and ends after the Closing Date, (b) the 2023 Texas franchise Tax Return of the Tap Rock II Subject Company, which, for the avoidance of doubt, shall include the activities of (x) the members of the Tap Rock II Subject Company Group (including activities attributable to the Excluded Assets of the Tap Rock II Subject Company Group) for the period from January 1, 2023 through the Closing Date, and (y) Tap Rock II Excluded AssetCo for the Closing Date (such Tax Return, the “Tap Rock II Combined Return” and, together with the Tap Rock I Combined Return, the “Tap Rock Combined Returns”) and (c) all other Tax Returns of required to be filed by or with respect to the Acquired Company and Group Members or with respect to the Subsidiaries Assets for Pre-Closing Tax Periods taxable periods beginning before the Effective Time that are due required to be filed after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.taking into account applicable extensions) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions timely pay, or cause to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay be timely paid, all Taxes due with respect to such Tax Returns; provided, however, that Seller . Purchaser shall pay Purchaser (prepare such Tax Returns by treating items thereon in accordance a manner consistent with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 past practices of the Company Group Members with respect to such Straddle Period Separate Company Income Tax Returnsitems, except as required by applicable Law. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as Reasonably in advance of the close due date (taking into account any applicable extensions) for filing any such Tax Return, Purchaser will deliver a copy of business on the Closing Date unless the relevant such Tax Authority will not accept a Return, together with reasonably detailed supporting documentation and workpapers, to Sellers’ Representative for its review and comment, and revise such Tax Return filed on that basisto incorporate all reasonable comments from Sellers’ Representative relating to such Tax Return.

Tax Returns. Seller shall prepare duly prepare, or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date prepared, and shall file timely file, or cause to be filed timely filed, solely at Seller’s expense, all such Consolidated Income Tax Returns required to be filed by the Company for any Pre-Closing Tax Period (and shall promptly provide Purchaser with copies of such Consolidated Income “Pre-Closing Tax Returns”). All Pre-Closing Tax Returns insofar as such shall be prepared in accordance with historic practices of the Company, to the extent permitted by applicable Law. To the extent permitted by applicable Law, the Sellers shall include any income, gain, loss, deduction or other Tax items for any Pre-Closing Tax Period on their Tax Returns relate in a manner consistent with the Schedules K-1 furnished by the Company to the Acquired Company)Sellers for such periods. Seller shall be solely liable for any and all late filing fees, interest or penalties incurred as a result of the late filing of any Pre-Closing Tax Return. Sellers shall permit Purchaser at least thirty (30) days Buyer to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Pre-Closing Tax Returns as are reasonably requested by the SellerBuyer. Purchaser Buyer shall pay all Taxes due with respect duly prepare, or cause to such Tax Returns; providedbe prepared, howeverand timely file, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant or cause to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file be timely filed, all Tax Returns required to be filed by the Company for the periods including any Straddle Period (“Straddle Tax Return”) and for any Taxable Period beginning after the Closing Date (a “Post-Closing Tax Period” and such returns “Post-Closing Tax Returns”). The cost of preparing all Straddle Tax Returns and Post-Closing Tax Returns shall be borne by the Company. Buyer shall permit Sellers to review and comment on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a each Straddle Tax Return filed on that basisprior to filing.

Tax Returns. (a) The Seller Parties shall prepare or cause to be prepared all Income Tax Returns which include included in the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income consolidated federal income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income the state income Tax Returns insofar as of any state that permits consolidated, combined or unitary income Tax Returns, if any) of the W▇▇▇▇▇▇▇ Tax Group for all periods ending on or before the Effective Time, all the items of income, gain, loss, deduction and credit (“Tax Items”) with respect to the Wamsutter Assets which are required to be included therein, shall cause such Tax Returns relate to be timely filed with the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing appropriate Taxing Authorities, and shall make such revisions as are reasonably requested by be responsible for the Purchaser, timely payment (and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay entitled to any refund) of all Taxes due with respect to the periods covered by such Income Tax Returns. Purchaser . (b) With respect to any Tax Return covering a taxable period ending on or before the Effective Time that is required to be filed after the Effective Time with respect to the Wamsutter Assets that is not described in Section 7.2(a) above, the Seller Parties shall prepare or cause such Tax Return to be prepared, shall cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each included in such Tax Return prior all Tax Items required to filing be included therein, shall cause such Tax Return to be filed timely with the appropriate Taxing Authority, and shall make such revisions be responsible for the timely payment (and entitled to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay any refund) of all Taxes due with respect to the period covered by such Tax Returns; providedReturn. (c) With respect to any Tax Return covering a taxable period beginning on or before the Effective Time and ending after the Effective Time that is required to be filed after the Effective Time with respect to the Wamsutter Assets, howeverthe Seller Parties shall cause such Tax Return to be prepared, shall cause to be included in such Tax Return all Tax Items required to be included therein, shall furnish a copy of such Tax Return to the Buyer Parties, shall file timely such Tax Return with the appropriate Taxing Authority, and shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return. (d) Any Tax Return not yet filed for any taxable period that Seller begins before the Effective Time with respect to the assets or operations of Wamsutter LLC or the Wamsutter Assets shall pay Purchaser (be prepared in accordance with past Tax accounting practices used with respect to the procedures set forth Tax Returns in Section 8.03(fquestion (unless such past practices are no longer permissible under the applicable law)) for , and to the extent any amount owed items are not covered by Seller pursuant to Section 8.03 past practices, in accordance with reasonable tax accounting practices selected by the filing party with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree Return under this Agreement with the consent (not to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as be unreasonably withheld or delayed) of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisnon-filing party.

Tax Returns. To the extent permitted by Applicable Law, Parent, Seller and Purchaser shall prepare file any applicable elections or cause required statements necessary to be prepared all Income Tax Returns which include terminate the Acquired taxable year of the Company or any Subsidiary on the Closing Date. To the extent any taxable year of the Company or any Subsidiary is terminated on the Closing Date, the parties hereto shall cause the Company or any Subsidiary to file all Tax Returns for the period including the Closing Date on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless the relevant Taxing Authority will not accept a Tax Return filed on that basis. Seller shall timely prepare (in a manner consistent with past practices) and file all Tax Returns with the appropriate Taxing Authorities relating to the Company and its Subsidiaries for all Tax Periods taxable periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; . Seller shall allow Purchaser to review and comment upon any such material Tax Returns (or pro forma portions thereof in the case of any material Tax Returns filed or prepared on a consolidated, combined or unitary group basis that include Parent or Seller (or any affiliate thereof other than the Company or any Subsidiary)) and Seller and Parent shall consider any such comments of Purchaser in good faith. Purchaser shall timely prepare and file, or cause to be prepared and filed, with the appropriate Tax Authorities all Straddle Period Tax Returns required to be filed by the Company and each of its Subsidiaries and shall cause the Company and each of its Subsidiaries to pay the Taxes shown to be due thereon, provided, however, that Seller shall pay be responsible for the portion of such Tax that relates to a Pre-Closing Tax Period. Purchaser (shall notify Seller of any amounts due from Seller in accordance with respect of any Straddle Period Tax Return no later than 20 days prior to the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to date on which such Straddle Period Separate Company Income Tax Return is due, and Seller shall remit such payment to Purchaser no later than five days prior to the date such Straddle Period Tax Return is due. Parent and Seller shall, and shall cause their affiliates to, furnish to Purchaser all information and records reasonably requested by Purchaser for use in preparation of any Straddle Period Tax Returns. Purchaser shall allow Seller to review, comment upon and approve without undue delay any Straddle Period Tax Return at any time during the 20 day period immediately preceding the filing of such Tax Return. Purchaser and Seller agree to cause the Acquired Company and its Subsidiaries to file all Straddle Period Tax Returns on a basis consistent with the past practices of the Company and the Subsidiaries (except to the extent that Purchaser determines in good faith that there is no reasonable basis in law therefor or determines in good faith that a Tax Return cannot be so prepared and filed without being subject to penalties). Purchaser shall, or shall cause the Company and the Subsidiaries to, prepare and file all Tax Returns for the periods including required to be filed by them after the Closing Date on the basis that the relevant Tax Period ended as of the close of business on for all taxable periods beginning after the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisDate.

Tax Returns. Seller shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall timely file or cause to be filed all such Consolidated Income required Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate relating to the Acquired Company)Railcar Subsidiaries for any taxable period which ends on or before the Closing Date. Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser Buyer shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other required Tax Returns of relating to the Acquired Company and the Railcar Subsidiaries for Pre-Closing Tax Periods that are due taxable periods ending after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such all required Tax Returns as are reasonably requested by the Sellerfor subsequent taxable periods. Purchaser All such returns shall pay be prepared and all Taxes due elections with respect to such returns shall be made, to the extent permitted by law, in a manner consistent with prior practice. Before filing any Tax Returns; providedReturn with respect to any Straddle Period, howeverBuyer shall provide Seller with a copy of such Tax Return at least twenty days prior to the last date for timely filing such Tax Return (giving effect to any valid extensions thereof) accompanied by a statement calculating in reasonable detail Seller's indemnification obligation pursuant to Section 4.7(a) hereof. Notwithstanding anything in this Agreement to the contrary, that Seller shall have no indemnification obligation pursuant to Section 4.7(a) hereof with respect to any Taxes covered by such Tax Return until Seller has received such Tax Return and such statement. If for any reason Seller does not agree with Buyer's calculation of its indemnification obligation, Seller shall notify Buyer of its disagreement within ten days of receiving a copy of the Tax Return and Buyer's calculation, and such dispute shall be resolved pursuant to the Tax Dispute Resolution Mechanism. If Seller agrees with Buyer's calculation of its indemnification obligation, Seller shall pay Purchaser (in accordance with to Buyer the procedures set forth amount of Seller's indemnification at the time specified in Section 8.03(f4.7(a)(v)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basis.

Tax Returns. (a) Seller shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other required Tax Returns relating to TV and License Co. for any taxable period which ends on or before the Closing Date. Purchaser shall prepare or cause to be prepared and timely file or cause to be filed all required Tax Returns relating to TV and License Co. for taxable periods ending after the Closing Date and all required Tax Returns for subsequent taxable periods. All such returns shall be prepared and all elections with respect to such returns shall be made, to the extent permitted by law, in a manner consistent with prior practice. Seller shall provide Purchaser with copies of all "pro forma" Tax Returns of, or with respect to, TV and License Co. for any taxable period beginning January 1, 2001 and ending on or before the Closing Date within ten (10) Business Days of filing such Tax Returns. Before filing any Tax Return with respect to any Straddle Period, Purchaser shall provide Seller with a copy of such Tax Return at least twenty days prior to the last date for timely filing such Tax Return (giving effect to any valid extensions thereof) accompanied by a statement calculating in reasonable detail Seller's indemnification obligation pursuant to Section 9.2 hereof. Notwithstanding anything in this Agreement to the contrary, Seller shall have no indemnification obligation pursuant to Section 9.2 hereof with respect to any Taxes covered by such Tax Return until Seller has received such Tax Return and such statement. If for any reason Seller does not agree with Purchaser's calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within ten days of receiving a copy of the Acquired Company Tax Return and Purchaser's calculation, and such dispute shall be resolved pursuant to the Tax Dispute Resolution Mechanism. If Seller agrees with Purchaser's calculation of its indemnification obligation, Seller shall pay to Purchaser the amount of Seller's indemnification at the time specified in Section 9.2(d). (b) The Seller shall pay or cause to be paid when due and payable all Taxes with respect to TV and License Co. for any taxable period ending on or before the Closing Date to the extent such Taxes exceed the amount, if any, accrued or reserved for such Taxes on the Actual Working Capital Statement, and the Subsidiaries Purchaser shall so pay or cause to be paid Taxes for Pre-Closing Tax Periods that are due any taxable period ending after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit subject to its right of indemnification from the Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures date set forth in Section 8.03(f9.2(d)) for Taxes attributable to the portion of any amount owed by Seller Tax period that includes the Closing Date pursuant to Section 8.03 9.2. (c) Seller, TV, License Co. and Purchaser shall reasonably cooperate, and shall cause their respective affiliates, officers, employees, agents, auditors and representatives reasonably to cooperate, in preparing and filing all Tax Returns, including maintaining and making available to each other all records necessary in connection with Taxes and in resolving all disputes and audits with respect to such Straddle Period Separate Company Income Tax Returnsall taxable periods relating to Taxes. Purchaser and Seller agree recognize that Purchaser will need information regarding the amount of any net operating loss carryover, net capital loss carryover or similar tax attribute of TV or License Co. that arises during any Pre-Closing Tax Period and that is available to cause TV or License Co., as the Acquired Company and case may be, for any Post-Closing Tax Period (collectively, the Subsidiaries "ATTRIBUTES"). Seller further acknowledges that Purchaser will need such information in connection with the filing of Tax Returns in the spring of 2003. Accordingly, upon the request of Pur- chaser, Seller agrees to file all provide Purchaser with a preliminary estimate of the amount, if any, of Attributes of TV or License Co. utilized or which may be utilized by Seller in connection with the filing of Seller's Tax Returns for the periods 2002 taxable year or any prior taxable year (the "ATTRIBUTES ESTIMATE"), and further agrees that, within ten (10) Business Days of filing Seller's consolidated federal income Tax Return for the 2002 taxable year, it shall provide Purchaser with written confirmation of the amount of Attributes, if any, so utilized, which confirmation shall be affirmed by an officer authorized to sign Seller's consolidated federal income Tax Return on behalf of Seller. In the event that Seller chooses to carry any Attribute back to a year prior to 2001, Seller shall promptly inform Purchaser of its election, and shall provide information regarding the amount, if any, of such Attribute continuing to be available to TV or License Co., as the case may be, after such carry back. Any costs or expenses incurred in the preparation of the Attributes Estimate shall be borne equally by Seller and Purchaser. Purchaser and Seller further recognize that Seller Indemnified Parties will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by TV and License Co. to the extent such records and information pertain to events occurring prior to the Closing Date; therefore, Purchaser and Seller agree that from and after the Closing Date, Seller, Purchaser, TV and License Co. (including their affiliates and successors) shall (i) retain and maintain all such records including (but not limited to) all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of TV and License Co. for each taxable period first ending after the Closing Date and for all prior taxable periods until the later of (A) the expiration of the statute of limitations of the taxable periods to which such Tax returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods, or (B) six years following the due date (without extension) for such Tax Returns, and (ii) allow Seller and Purchaser and their agents and representatives (and agents or representatives of any of their affiliates), upon reasonable notice and at mutually convenient times to inspect, review and make copies of such records (at the expense of the party requesting the records) as Seller and Purchaser may deem reasonably necessary or appropriate from time to time. Any information obtained under this Section 9.5(c) shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding. (d) Any refunds or credits of Taxes of TV and License Co. plus any interest received with respect thereto from the applicable Tax Authority for any taxable period ending on or before the basis that Closing Date (including, refunds or credits arising by reason of amended Tax Returns filed after the Closing Date but excluding any refund or credit included in the final determination of the Actual Working Capital, which shall be the property of the Purchaser, and if paid to the Seller, shall be promptly paid over to the Purchaser) shall be for the account of Seller and shall be paid by Purchaser to Seller within 10 business days after Purchaser receives such refund or after the relevant Tax Period ended as Return is filed in which the credit is applied against any of the close Purchaser Indemnified Parties' liability for Taxes. Any refunds or credits of business on Taxes of TV and License Co. plus any interest received with respect thereto from the applicable taxing authority for any taxable period beginning after the Closing Date unless shall Page 64 be for the relevant Tax Authority will not accept a Tax Return filed on that basisaccount of Purchaser. Any refunds or credits of Taxes of TV and License Co. for any Straddle Period shall be apportioned between Seller and Purchaser in the same manner as the liability for such Taxes is apportioned pursuant to Section 9.2.

Tax Returns. Seller BHGE LLC shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed when due (taking into account all extensions properly obtained) (a) all Tax Returns that are required to be filed by or with respect to GEOG M&I on a combined, consolidated or unitary basis with the Equity Seller or any Affiliate thereof (other than GEOG M&I) and (b) all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are required to be filed by or with respect to GEOG M&I on or prior to the Closing Date. In each case, BHGE LLC shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. The Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to GEOG M&I after the Closing Date and the Buyer shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. All Tax Returns that BHGE LLC is required to file or cause to be filed in accordance with this Section 7.03 shall be prepared and filed in a manner consistent with past practice on such Tax Returns, no position shall be 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 effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date), save to the extent such change in position, election or method may be required by Law as in force from time to time. With respect to any Tax Return to be filed by the Buyer pursuant to this Section 7.03 that relates to any taxable year or period ending on or before the Closing Date, or any Straddle Period Separate Company Income Period, not less than 30 days prior to the due date for such Tax Returns.) Purchaser Return, taking into account extensions (or, if such due date is within 30 days following the Closing Date, as promptly as practicable following the Closing Date), the Buyer shall permit Seller at least thirty (30) days to provide BHGE LLC with a draft copy of such Tax Return for BHGE LLC’s review and comment comment, and Buyer shall cause any reasonable comments with respect to Excluded Taxes to be reflected on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as Return. BHGE LLC shall reimburse the Buyer for Excluded Taxes which are reasonably requested remitted in respect of any Tax Return to be filed by the SellerBuyer pursuant to this Section 7.03 upon the written request of the Buyer, but in no event earlier than 5 days prior to the due date for paying such Taxes (taking into account any extensions). Purchaser Such reimbursement obligation shall pay all Taxes due with respect not be subject to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures limitations on indemnification set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basis10.05.

Tax Returns. Seller (a) Through the Closing, each of SE Southeast Pipeline and MLP GP shall prepare cause Gulfstream to continue to be treated as a partnership for federal income tax purposes, and the operations of Gulfstream attributable to the Contributed Interests through the Effective Time shall be reflected on the consolidated federal income Tax Return of Spectra Energy Corp. The income of Gulfstream attributable to the Contributed Interests will be apportioned to the period up to and including the Effective Time, and the period after the Effective Time, by closing the books of Gulfstream as of the Effective Time. (b) With respect to any Tax Return of Gulfstream (other than an Excluded Tax Return) covering a taxable period ending on or before the Effective Time that is required to be filed after the Effective Time and with respect to any Tax Return (other than an Excluded Tax Return and other than Tax Returns described in Section 7.1(c)) of Gulfstream covering a taxable period beginning on or before the Effective Time and ending after the Effective Time that is required to be filed after the Effective Time, SE Southeast Pipeline shall cause such Tax Returns to be prepared and shall cause to be prepared included in such Tax Returns all Income Tax items required to be included therein. SE Southeast Pipeline shall cause Gulfstream to file such Tax Returns and timely pay the Taxes shown due on such Tax Returns. (c) With respect to any federal income Tax Return (and state income Tax Returns which include follow federal flow-through principles) of Gulfstream covering a taxable period beginning on or before the Acquired Company or any Effective Time and ending after the Effective Time that is required to be filed after the Effective Time, SE Southeast Pipeline shall cause such Tax Return to be prepared and shall cause to be included in such Tax Return all Tax items required to be included therein. For such federal income Tax Return (and state income Tax Returns which follow federal flow-through principles), SE Southeast Pipeline shall determine (by an interim closing of the Subsidiaries books as of the Effective Time except for all franchise Taxes based solely on capital and ad valorem Taxes which shall be prorated on a daily basis) the Tax Periods ending items attributable to the taxable period prior to the Effective Time and the Tax items attributable to the taxable period after the Effective Time and shall allocate those Tax items attributable to the Contributed Interests (i) to MLP GP and SE Southeast Pipeline in proportion to their Relative Ownership Percentages for Tax items attributable to the taxable period on or prior to the Closing Date which are filed Effective Time and (ii) to Spectra MLP for Tax items attributable to the taxable period after the Closing Date and Effective Time. Not later than 15 days prior to the due date of each such Tax Return, SE Southeast Pipeline shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies deliver a copy of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company)each of Spectra MLP and MLP GP for their review. Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and SE Southeast Pipeline shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions reasonable changes to such Tax Returns as are requested by each of Spectra MLP and MLP GP not later than ten days prior to the due date of such Tax Return. SE Southeast Pipeline shall cause Gulfstream to file such Tax Returns and timely pay the Taxes shown due on such Tax Return. (d) Any Tax Return prepared pursuant to the provisions of this Section 7.1 shall be prepared in a manner consistent with practices followed in prior years with respect to similar Tax Returns, except as otherwise required by Law or fact. (e) Spectra MLP, MLP GP and SE Southeast Pipeline shall cooperate fully, and SE Southeast Pipeline shall use Reasonable Efforts to cause Gulfstream to cooperate fully, as and to the extent reasonably requested by the Sellerother Party, in connection with the preparation and filing of Tax Returns pursuant to this Section 7.1, requests for the provision of any information or documentation within the knowledge or possession of the other Party as reasonably necessary to facilitate compliance with financial reporting obligations arising under FASB Statement No. Purchaser shall pay all Taxes due 109 (including compliance with Financial Accounting Standards Board Interpretation No. 48), and any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes. Such cooperation shall include access to, the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any such Tax Returns; providedReturn or Tax Proceeding, howeverand making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Spectra MLP will, that Seller shall pay Purchaser MLP GP will, SE Southeast Pipeline will and SE Southeast Pipeline will use Reasonable Efforts to cause Gulfstream to, (in accordance with the procedures set forth in Section 8.03(f)i) for any amount owed by Seller pursuant to Section 8.03 retain all books and records with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree matters pertinent to cause Gulfstream relating to any taxable period beginning before the Acquired Company and Effective Time until the Subsidiaries to file all Tax Returns for later of six years after the periods including Effective Time or the Closing Date on the basis that the relevant Tax Period ended as expiration of the close applicable statute of business on limitations of the Closing Date unless respective taxable periods (including any extensions thereof), and to abide by all record retention agreements entered into with any Tax Authority, and (ii) give the relevant other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Spectra MLP, MLP GP or SE Southeast Pipeline, as the case may be, shall allow the other parties to take possession of such books and records. Spectra MLP, MLP GP and SE Southeast Pipeline each agree, upon request, to use Reasonable Efforts to obtain any certificate or other document from any Tax Authority will not accept a or any other Person as may be necessary to mitigate, reduce or eliminate any Tax Return filed on that basiscould be imposed with respect to the transactions contemplated by this Agreement.

Tax Returns. Seller The following provisions shall govern the allocation of responsibility and payment of Taxes as between Ashford Trust OP and Ashford Inc. and for certain Tax matters following the Distribution Date: (a) Ashford Trust OP shall prepare or cause to be prepared and file or cause to be filed, subject to the review and reasonable approval of Ashford Inc., all Income Tax Returns which include the Acquired Company or any for each member of the Subsidiaries Ashford Trust Group that becomes a member of the Ashford Inc. Group as of the Distribution Date for all Tax Periods periods ending on or prior to the Closing Distribution Date which that are required to be filed after the Closing Date Distribution Date. Ashford Inc. hereby recognizes Ashford Trust OP’s authority to execute and shall file or cause to be filed file, on behalf of each such member of the Ashford Trust Group, all such Consolidated Income Tax Returns (and agrees to take all action necessary to ensure such authorization in conformity with applicable Law and principles of good governance generally). To the extent not otherwise paid by Ashford Trust OP to the appropriate Taxing Authority, Ashford Trust OP shall promptly provide Purchaser reimburse Ashford Inc. for Taxes of the relevant member of the Ashford Trust Group with copies of such Consolidated Income Tax Returns insofar as respect to all such Tax Returns relate within five (5) Business Days after payment by Ashford Inc. and/or any member of the Ashford Inc. Group of such Taxes. All such Tax Returns shall be prepared in a manner that is consistent with the past custom and practice of the applicable member of the Ashford Trust Group, except as required by a change in applicable Law. The Parties acknowledge that Ashford Trust OP may require the Ashford Inc. Group to the Acquired Companyprepare any Tax Returns for which Ashford Trust OP is responsible pursuant to this Section 2.1(a). Seller In such instance, the Ashford Inc. Group shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions provide any assistance as are may be reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due Ashford Trust OP with respect to the preparation of such Income Tax Returns. Purchaser , including the provision of services by employees of the Ashford Inc. Group in preparing such Tax Returns. (b) Ashford Inc. shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other filed, subject to the review and reasonable approval of Ashford Trust OP, any Tax Returns of any member of the Acquired Company Ashford Trust Group that becomes a member of the Ashford Inc. Group as of the Distribution Date for Tax periods which begin before the Distribution Date and the Subsidiaries for Pre-Closing Tax Periods that are due end after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the SellerDistribution Date. Purchaser Ashford Trust OP shall pay all to Ashford Inc., within five (5) Business Days before the date on which Taxes due are to be paid with respect to such periods, an amount equal to the portion of such Taxes which relates to the portion of such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date period ending on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basis.the

Tax Returns. Seller shall The Company shall, at the Company’s expense, prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all Tax Returns required to be filed by the Company or any Subsidiary (including such Tax Returns filed pursuant to any valid extension of time to file) prior to the Closing Date (“Pre-Closing Period Tax Returns”), the Company shall timely pay or cause to be timely paid all Taxes with respect to such Pre-Closing Period Tax Returns, and all such Pre-Closing Period Tax Returns shall be prepared in accordance with past practice unless otherwise required by applicable Tax Law. The Company shall provide all Pre-Closing Period Tax Returns to the Purchaser for the Purchaser’s review and comment at least twenty (20) days before the due date (including any valid extension of time to file) for any such Pre-Closing Period Tax Returns and shall reflect on such Pre-Closing Period Tax Returns any reasonable comments provided by the Purchaser prior to filing such Pre-Closing Period Tax Returns. The Purchaser shall cause the Surviving Corporation, at the expense of the Stockholder Representative with respect to Pre-Closing Periods and at the expense of the Surviving Corporation with respect to Straddle Periods, to prepare in good faith and timely file, or cause to be prepared and timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after and Straddle Periods for the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing its Subsidiaries and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to each such Tax Returns; providedReturn. With respect to Tax Returns filed with respect to the Section 338(h)(10) allocation agreed to with respect to the DMS Transaction, howeversuch Tax Returns shall be filed consistent with the allocation of the purchase price finally agreed to by the parties with respect to the DMS Transaction, it being understood by the Company, on behalf of itself and VMAC, that Seller the Purchaser shall pay have the right to review and comment on such allocation and that VMAC will reflect any reasonable comments provided by Purchaser (in the final allocation agreed to by VMAC in the DMS Transaction or submitted to the arbitrator of such allocation, as the case may be. Such Tax Returns shall be prepared in accordance with the procedures set forth in Section 8.03(f)) for any amount owed past practice unless otherwise required by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income applicable Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisLaw.

Tax Returns. Seller (a) To the extent not filed prior to the Closing Date, Sellers shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall timely file or cause to be filed all such Consolidated Income Tax Returns that are required to be filed by or with respect to NuevaTel for all taxable periods that end prior to the Closing Date and any amendment (and if any) to such returns (collectively, “Pre-Closing Returns”). All Pre-Closing Returns shall promptly be prepared in a manner consistent with prior practice. Sellers shall provide Purchaser Buyer with copies a copy of such Consolidated Income Tax Returns insofar as any Pre-Closing Return at least twenty calendar days prior to the last date for timely filing such Tax Returns relate Return (giving effect to any valid extensions thereof). Buyer shall provide comments to Sellers in writing at least seven (7) calendar days prior to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income last date for timely filing such Tax Return prior (giving effect to filing any valid extension thereof) to the extent Buyer objects to any information, or Sellers’ tax calculation, contained in any Pre-Closing Return, and Sellers shall make incorporate such revisions comments as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file Buyer into such Separate Company Income Tax ReturnsPre-Closing Return. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser Sellers shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of that are required to be filed by or with respect to the Acquired Company Sale Entities for the period that ends on the Closing Date and any amendment (if any) to such returns and Buyer shall have not right to review or comment on such Tax Returns (“Seller-Only Returns”). (b) To the extent not filed prior to the Closing Date, Buyer shall prepare or cause to be prepared and timely file all Tax Returns, other than Seller-Only Returns, that are required to be filed by or with respect to the Sale Entities and their Subsidiaries for any taxable period beginning on or before the Closing Date (collectively, “Straddle Period Returns”). All Straddle Period Returns shall be prepared in a manner consistent with prior practice. Buyer shall provide Sellers with a copy of any Straddle Period Return at least twenty calendar days prior to the last date for timely filing such Tax Return (giving effect to any valid extensions thereof). Sellers shall provide comments to Buyer at least seven (7) calendar days prior to the last date for timely filing such Tax Return (giving effect to any valid extension thereof) in writing to the extent Sellers object to any information, or Buyer’s Tax calculation, contained in any Straddle Period Return, and Buyer shall incorporate such comments as are reasonably requested by Sellers into such Tax Return. (c) Buyer shall pay or cause to be paid when due and payable all Taxes with respect to all Pre-Closing Returns and Straddle Period Returns. (d) Sellers and Buyer shall reasonably cooperate, and shall cause their respective Affiliates, officers, employees, agents, auditors and Representatives to reasonably cooperate, in preparing and filing all Tax Returns, including maintaining and making available to each other all records necessary in connection with Taxes and in resolving all Tax Claims with respect to all taxable periods relating to Taxes. Buyer (including its Affiliates and successors) shall (i) retain and maintain all such records including all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of NuevaTel for each Pre-Closing Period and for all Straddle Periods until the latest of (A) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, giving effect to valid extensions, (B) six years following the due date, giving effect to valid extensions for such Tax Returns or (C) any applicable Law which requires retention for a certain period of time and (ii) allow Sellers and their respective agents and Representatives (and agents or Representatives of any of their Affiliates), upon reasonable notice and at mutually convenient times to inspect, review and make copies of such records (at Sellers’ expense) as Sellers may deem reasonably necessary or appropriate from time to time. Any information obtained under this Section 7.1(d) shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding. (e) Any Tax refund (including any interest in respect thereof) received by Buyer or any of its Affiliates including NuevaTel, and any amounts creditable against Tax to which any of such parties become entitled (including by way of any amended Tax Returns) that are due after relate to any Taxes of the Seller Entities or any of their Subsidiaries in respect of any period ending on or before the Closing Date (including the application portion of any Straddle Period Separate Company Income Tax Returns.Period) Purchaser shall permit Seller at least thirty (30) be for the account of Sellers, and Buyer shall pay to Sellers any such refund or creditable amount within five days to review and comment on each after receipt of such Tax Return prior to filing and shall make such revisions refund or entitlement to such Tax Returns as credit. Buyer shall use its reasonable best efforts to cooperate, and cause the Seller Entities or any of their Subsidiaries to use its reasonable best efforts to cooperate, in obtaining any refund or credit that Sellers reasonably believe they are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; providedentitled to, howeverincluding, that Seller shall pay Purchaser (in accordance through filing appropriate forms with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income applicable Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisAuthority.

Tax Returns. Seller shall (i) Taxable Periods Ending on or Before the Closing Date. (A) Sellers will prepare or cause to be prepared and file or cause to be filed (i) all Income Tax Returns which include for the Acquired Company or any of the Subsidiaries Companies for all Tax Periods taxable periods ending on or prior to the Closing Date which that are required to be filed on or prior to the Closing Date, (ii) all U.S. Tax Returns for the Acquired Companies for all taxable periods ending on or prior to the Closing Date that are required to be filed after the Closing Date Date, and shall file or cause to be filed (iii) all such Consolidated Income U.S. Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to for the Acquired Company). Seller Companies for all Straddle Periods, and, in each case, Sellers shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and Companies to timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided. Except as otherwise required by applicable Law, howeveror as agreed to in writing by Parent, that Seller shall pay Purchaser (all Tax Returns which Sellers are required to file or cause to be filed in accordance with this section will be prepared and filed in a manner consistent with past practice and, on such Tax Returns, no position will be 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. Sellers will provide to Parent copies of such Tax Returns that are income Tax Returns at least 30 calendar days before such income Tax Returns are required to be filed. Parent will notify Sellers of any proposed revisions to such income Tax Returns within 10 calendar days after receipt of such income Tax Returns from Sellers, and Sellers shall consider such proposed revisions in good faith. If the procedures set forth Parties are unable to resolve any disputed item, the item in Section 8.03(f)question shall be resolved by an independent accounting firm mutually acceptable to Sellers and Parent. The fees and expenses of such accounting firm shall be borne 50% by Sellers and 50% by Parent. Sellers will provide or make available to Parent copies of such Tax Returns that are not income Tax Returns within 10 calendar days after the date such non-income Tax Returns are filed. Nothing in this Agreement will be construed as preventing Sellers or the Acquired Companies from timely filing of any Tax Returns. (B) Parent will prepare or cause to be prepared and file or cause to be filed all non-U.S. Tax Returns for any amount owed by Seller pursuant the Acquired Companies for all taxable periods ending on or prior to Section 8.03 the Closing Date that are required to be filed after the Closing Date, and Parent shall cause the Acquired Companies to timely pay all Taxes due with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree Except as otherwise required by applicable Law, or as agreed to cause the Acquired Company and the Subsidiaries to file in writing by Sellers, all Tax Returns which Parent is required to file or cause to be filed in accordance with this section will be prepared and filed in a manner consistent with past practice and, on such Tax Returns, no position will be 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. Sellers will cooperate in the preparation of such Tax Returns by, inter alia, providing Purchasers with such information as Parent may reasonably request with respect to periods ending on or before Closing, including copies of Tax Returns and records relating to prior periods. Parent will provide to Sellers copies of such Tax Returns that are income Tax Returns at least 30 calendar days before such income Tax Returns are required to be filed. Sellers will notify Parent of any proposed revisions to such income Tax Returns within 10 calendar days after receipt of such income Tax Returns from Parent. Parent shall consider such proposed revisions in good faith. If the Parties are unable to resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to Sellers and Parent. The fees and expenses of such accounting firm shall be borne 50% by Sellers and 50% by Parent. Parent will provide or make available to Sellers copies of such Tax Returns that are not income Tax Returns within 10 calendar days after such non-income Tax Returns are filed. Nothing in this Agreement will be construed as preventing Parent or the Acquired Companies from timely filing of any Tax Returns. Sellers will promptly and fully reimburse the Acquired Companies for Taxes due with respect to all Tax Returns described in the periods including the Closing Date on the basis that the relevant Tax Period ended as first sentence of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisthis Section 7.4(c)(i)(B).

Tax Returns. Seller Sellers shall prepare or cause to be prepared and file all Income Pre-Closing Tax Period Tax Returns which include the Acquired Company or any of each member of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date Company Group which are to be filed after the Closing Date and shall file or cause to be filed Date, including, all such Consolidated Income Straddle Period Tax Returns (and of each member of the Company Group. The Purchasers shall promptly provide Purchaser with copies of an authorization to Seller’s to allow Sellers to execute such Consolidated Income Pre-Closing Tax Period Tax Returns insofar as such on behalf of the Company Group. Such Tax Returns relate shall be prepared in a manner consistent with the past practices and customs of the Company Group except to the Acquired Company)extent any such practice or custom is clearly not permitted by applicable Law. Seller Sellers shall permit 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 on each Separate Company Income Tax Return prior to filing and comment. Sellers shall make such revisions as are reasonably any changes requested by the PurchaserPurchaser that are reasonable, in accordance with applicable Law and Purchaser shall execute and timely file such Separate Company Income consistent with Sellers past practices in the preparation of its Straddle Period Tax Returns. Seller 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 Return that does not comply with this 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 following receipt by Sellers’ Representative of written notice from Purchaser that Purchaser is disputing the refusal of Sellers’ Representative to make any such change to the Straddle Period Tax Return, the 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 pay all the Sellers’ Representative the amount of Taxes due with respect attributable to such Income the Post Closing Tax Returns. Purchaser shall prepare or cause Period shown to be prepared (due on a basis consistent with past such Tax Returns prepared in accordance with this Section 7.2 and consented to by the Purchaser in accordance with this Section 7. In addition, Sellers’ Representative will provide Purchaser with copies of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other pre-Closing Date Tax Returns that have not been filed as of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income in advance of filing such Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basis.

Tax Returns. Seller (i) Purchaser shall prepare or cause to be prepared and timely filed all Income Tax Returns which include the Acquired Company or any of the Subsidiaries Company for income, gross receipts and similar Taxes (including any business, professional and occupational license Taxes or similar Taxes) that are required to be filed by or with respect to the Company on or before the Closing Date for all Tax Periods periods ending on or prior to the Closing Date (the “Pre-Closing Tax Period”), subject to the review and approval by Seller. The Tax Returns filed by the Purchaser on behalf of the Company shall be filed as a “stub-year” Tax Return filing and shall cover the period from January 1, 2017 through the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices with respect to such items, unless otherwise required by Applicable Law. Purchaser shall provide Seller with reasonable opportunity to review and comment on each such Tax Return described in this Section 6.1 (a) prior to filing, and shall make changes to such Tax Returns reasonably requested by Seller to ensure that such Tax Returns are consistent with the terms of this Agreement. (ii) Purchaser shall prepare and file, when due, any Tax Returns of the Company for Tax periods which are filed after begin before the Closing Date and shall file or cause to be filed end after the Closing Date, and all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income the Company for the Pre-Closing Tax Returns insofar as Period. To the extent such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Period, Purchaser shall permit provide Seller at least thirty (30) days with reasonable opportunity to review and comment on each such Tax Return prior to filing filing, and shall make such revisions changes to such Tax Returns as are reasonably requested by Seller to ensure that such Tax Returns are consistent with the Sellerterms of this Agreement. Not less than five (5) Business Days prior to the filing of such Tax Return, Purchaser shall pay all be entitled to receive from Seller an amount equal to the Taxes due required to be paid in connection with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including Pre-Closing Tax Period to the extent such amount is greater than such Taxes that are included as Permitted Liabilities. (iii) The Parties acknowledge that the Company has been disregarded for U.S. federal income tax purposes as an entity separate from Seller at all times from August 4, 2016 to the Closing Date on Date. Accordingly, notwithstanding paragraphs (i) and (ii) above, the basis that the relevant Tax Period ended as business and operations of the close of business Company occurring during such period shall be reported on Seller’s federal and applicable state income Tax Returns. Notwithstanding anything contained herein to the Closing Date unless the relevant contrary, Seller shall have exclusive control over such Tax Authority will Returns, and Purchaser shall not accept a have any right to prepare, review or comment upon such Tax Return filed on that basisReturns.

Tax Returns. Seller Alliance shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed (taking into account all other applicable extensions) with the IRS all federal income and with the appropriate state agencies in Nevada any state income, gaming revenue, and franchise Tax Returns of required to be filed by Alliance and its affiliated group with respect to the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after all taxable years ending at or before the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review Date, and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller . Buyer shall pay Purchaser (in accordance timely prepare and file with the procedures appropriate Tax authorities all other Tax Returns required to be filed by the Company and with respect to periods beginning before and ending after the Closing Date (“Straddle Periods”) all taxes payable thereunder shall be prorated between Buyer and Seller as of the Closing Date, apportioned based on the actual operations of the Company during the portion of such period ending on the Closing Date and the portion of such period beginning on the day following the Closing Date, except that (i) any Taxes for a Straddle Period that are calculated on an annual basis shall be apportioned based on the number of days in the period ending on the Closing Date and the number of days in the period beginning after the Closing Date, and (ii) any transaction with respect to the Company outside the ordinary course of business occurring on the Closing Date shall be treated for this purpose as occurring at the beginning of the day following the Closing Date. To the extent that any Taxes of the Company with respect to any Straddle Period have been paid prior to the Closing Date, the amount of any such prepaid Taxes apportioned to the period after the Closing Date shall be for the credit of Seller and shall be paid to Seller, or credited against any liability of Seller to pay amounts to Buyer for accrued liabilities, as set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with 2.8. With respect to any Tax Returns prepared by Buyer relating to Straddle Periods, Buyer shall provide Seller with copies of such Straddle Period Separate Tax Returns at least 30 days before the due date thereof, and Buyer shall make such changes to such Tax Returns as Seller shall reasonably request. Alliance, Seller, the Company Income Tax Returns. Purchaser and Seller agree Buyer shall take all actions necessary or appropriate to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as taxable year of the close of business Company to end on the Closing Date unless to the relevant Tax Authority will not accept a Tax Return filed on that basisextent permitted by law.

Tax Returns. Except as otherwise provided in Section 6.09 with respect to Transfer Taxes: (i) Seller shall prepare and timely file (taking into account all valid extensions), or shall cause to be prepared and timely filed (taking into account all Income valid extensions), any and all Tax Returns which include the Acquired required to be filed by a Company or any of the Subsidiaries for all Group Entity covering a Tax Periods period ending on or prior to before the Closing Date which that are required to be filed after the Closing Date (each, a “Seller Prepared Tax Return”), and each such Seller Prepared Tax Return shall file be prepared in a manner consistent with past custom and practice except as otherwise required by applicable Law. Subject to the indemnification obligations of Seller pursuant to Section 7.02(c), Buyer shall be responsible for timely paying, or cause causing a Company Group Entity to timely pay, all Taxes reflected on a Seller Prepared Tax Return required to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate paid by a Company Group Entity to the Acquired Company). Seller applicable Governmental Authority. (ii) Buyer shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute prepare and timely file such Separate Company Income Tax Returns. Seller (taking into account all valid extensions), or shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared and timely filed (on a basis consistent with past taking into account all valid extensions), any and all Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause required to be timely filed all other by a Company Group Entity covering a Tax Returns of period beginning on or before the Acquired Company Closing Date and the Subsidiaries for Pre-Closing Tax Periods that are due ending after the Closing Date (including any the “Straddle Period Separate Company Income Period”) (each Tax Returns.) Purchaser Return, a “Buyer Prepared Tax Return”), and each such Buyer Prepared Tax Return shall permit be prepared in a manner consistent with past custom and practice except as otherwise required by applicable Law. Buyer shall provide a copy of each such Buyer Prepared Tax Return, together with all supporting documentation and workpapers, to Seller for the Seller's review and reasonable comment at least thirty (30) 30 days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay due date (taking into account all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)valid extensions) for filing such Buyer Prepared Tax Return. Buyer shall include any amount owed reasonable comments provided in writing by Seller to Buyer at least 5 days prior to the due date (taking into account all valid extensions) for filing such Buyer Prepared Tax Return. Subject to the indemnification obligations of Seller pursuant to Section 8.03 with respect 7.02(c), Buyer shall be responsible for timely paying, or causing a Company Group Entity to such Straddle Period Separate timely pay, all Taxes reflected on a Buyer Prepared Tax Return required to be paid by a Company Income Group Entity to the applicable Governmental Authority. (iii) For the avoidance of doubt, this Section 6.09(a) shall not apply to any Tax Returns. Purchaser and Seller agree Return that is not required under applicable Law to cause be filed by a Company Group Entity, including (A) the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as consolidated US federal income tax return of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Seller Affiliated Group, or (B) any state, local, or foreign consolidated, combined, affiliated, unitary, or aggregate group income or franchise Tax Return of an applicable group or groups of taxable entities which includes one or more members of the Seller Affiliated Group and which is required under applicable Law to be filed on that basisby a member of the Seller Affiliated Group other than a Company Group Entity.

Tax Returns. Seller (a) Parent shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause required to be filed all such Consolidated Income by the Company and each of its Subsidiaries (other than any Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate relating to the Acquired Company). Seller shall permit Purchaser at least thirty (30Transfer Taxes governed by Section 8.1) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including taking into account any applicable extensions) for any taxable period ending on or before the Closing Date (the “Pre-Closing Tax Returns”) and all Closing Date Tax Returns. All Tax Returns required to be filed by the Company and each of its Subsidiaries for any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date be filed on the basis that the relevant Tax Period taxable period ended as of the close of business on the Closing Date (“Closing Date Tax Returns”), unless the relevant Tax Taxing Authority will not accept a Closing Date Tax Return. Parent shall deliver to the Stockholders’ Representative a draft of each Pre-Closing Tax Return and Closing Date Tax Return at least forty (40) days before the due date of such Tax Return, and Parent will make any revisions with respect to such Tax Return reasonably requested by the Stockholders’ Representative in writing at least ten (10) days before the due date of such Tax Return, provided that such revisions do not materially adversely affect the Tax position of Parent, the Surviving Entity or their Subsidiaries for any taxable period after the Closing. In the event of a dispute, the matter shall be referred to a mutually agreed upon nationally recognized firm (the “Accounting Referee”), whose determination shall be binding on both Parties. The costs of the Accounting Referee shall be borne by the party that loses the dispute. Parent shall cause the Surviving Entity and its Subsidiaries to, and the Surviving Entity and its Subsidiaries shall, timely file with the relevant Taxing Authority all Pre-Closing Tax Returns and Closing Date Tax Returns. Parent shall cause the Surviving Entity and its Subsidiaries to, and the Surviving Entity and its Subsidiaries shall, timely prepare and file all Straddle Period Tax Returns that are not Closing Date Tax Returns with the relevant Taxing Authority, provided that Parent will deliver to the Stockholders’ Representative a draft of each such Straddle Period Tax Return including a statement setting forth the amount of Tax for which the Company Stockholders are responsible determined in accordance with Section 8.3 at least forty-five (45) days before the due date, as such due date has been extended, for such Tax Return that is an income Tax Return and as soon as practicable in the case of any other such Tax Return. Parent will make any revisions with respect to such Straddle Period Tax Return reasonably requested by the Stockholders’ Representative in writing at least ten (10) days before the due date of such Tax Return, provided that such revisions do not materially adversely affect the Tax position of Parent, the Surviving Entity or their Subsidiaries for any taxable period after the Closing. In the event of a dispute, the matter shall be referred to the Accounting Referee, whose determination shall be binding on both Parties. The costs of the Accounting Referee shall be borne by the party that loses the dispute. Except to the extent inconsistent with applicable Tax laws, all Pre-Closing Tax Returns, Closing Date Tax Returns and Straddle Period Tax Returns shall be prepared and filed in a manner consistent with past practice. (b) Subject to the limitation set forth in Section 8.4, at least five (5) days prior to the due date for a Pre-Closing Tax Return, Closing Date Tax Return or Straddle Period Tax Return (taking into account any applicable extensions), the Company Stockholders will pay Parent, based on that basistheir respective Pro Rata Portions (first from the Escrow Fund, to the extent available) an amount equal to the Taxes of the Company and each of the Subsidiaries shown on such Pre-Closing Tax Return and Closing Date Tax Return and an amount equal to the portion of the Taxes of the Company and each of its Subsidiaries attributable to the Pre-Closing Tax Period shown on such Straddle Period Tax Return as determined in accordance with Section 8.3.

Tax Returns. Seller Sellers shall prepare be responsible for (i) preparing and timely filing all Consolidated or Combined Returns that are due after the Closing (taking into account valid extensions) and (ii) preparing all Income Tax Returns of CST and its U.S. Subsidiaries that are due after the Closing (taking into account valid extensions) and relate to taxable periods ending on or before the Closing Date. Such Income Tax Returns, and the portions of any Consolidated or Combined Returns involving a Company or any Transferred Subsidiary and that relate to any taxable period (or portion thereof) ending on or before the Closing Date, shall be prepared in accordance with past practice except as required by applicable Tax Law. At least fifteen (15) days prior to the due date for any such Income Tax Return or for any such Consolidated or Combined Return that includes a Company or a Transferred Subsidiary, Sellers shall deliver (or cause to be prepared all delivered) a draft copy of each such Return (or, in the case of a Consolidated or Combined Return, a pro forma return limited to the Company or Transferred Subsidiaries that are included in such Consolidated or Combined Return) to Buyer for Buyer’s review and comment. Any such Tax Return (or, in the case of a Consolidated or Combined Return, the pro forma return) shall be subject to Buyer’s approval (such approval not to be unreasonably withheld, conditioned or delayed). Buyer shall cause the Companies and Transferred Companies to timely file any such Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods timely provided by Sellers that relate to taxable periods ending on or prior to before the Closing Date which are filed after the Closing Date and Date. Buyer shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute responsible for preparing and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed filing all other Tax Returns of the Acquired Company Companies and the Transferred Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including taking into account valid extensions) and relate to any Straddle Period Separate Company taxable period (or portion thereof) ending on or before the Closing Date, including, for the avoidance of doubt, all Income Tax Returns of the European Companies and of the non-U.S. Subsidiaries of CST, but excluding, in any case, any Consolidated or Combined Returns.. Such Tax Returns shall be prepared in accordance with past practice except as required by applicable Tax Law and shall be prepared (w) Purchaser shall permit Seller at in the case of Kavlico GmbH, by PwC, (x) in the case of Crydom SSR, by BDO, (y) in the case of BEI France, by Lexcase and (z) in the case of CST’s Mexican Subsidiaries, by Ernst & Young. At least thirty fifteen (3015) days prior to review and comment on the due date for any such Tax Return (taking into account any valid extensions), Buyer shall deliver (or cause to be delivered) a draft copy of each such Tax Return prior that is an Income Tax Return or is otherwise a material Tax Return to filing Sellers for Sellers’ review, comment and approval (not to be unreasonably withheld, conditioned or delayed). Except as required by applicable Tax Law, Buyer and the Companies shall make such revisions accept any comments to such Tax Returns as that are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect Sellers in writing at least five (5) days prior to filing such Tax Returns; providedprovided that nothing in this Agreement shall prohibit Buyer, howeverthe Companies or the Transferred Subsidiaries from timely filing any Tax Return as prepared by Buyer (it being understood that if Buyer and Sellers are unable to resolve any dispute regarding the preparation of any such Tax Return, that Seller such Tax Return shall pay Purchaser be timely filed as prepared by Buyer, subject to later amendment to reflect the final resolution of any dispute with respect thereto). Except as required by a final determination resulting from a Tax audit or other proceeding, without Sellers’ prior written consent (not to be unreasonably withheld, conditioned or delayed), Buyer shall not, and shall not permit any of its Affiliates (including, after the Closing, the Companies and the Transferred Subsidiaries) to, amend any Income Tax Returns or other Tax Returns of the Company Group or make or change any Income Tax Return or other Tax election or accounting methods of the Company Group, in accordance with the procedures set forth in Section 8.03(f)each case if such action is (i) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company any taxable period (or portion thereof) ending on or before the Closing Date, and (ii) reasonably expected to result in (x) an indemnity obligation of Sellers with respect to Taxes under this Agreement or (y) an increase in Income Tax ReturnsTaxes of the Sellers or any member of the Seller Group. Purchaser and Seller The parties hereto agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as elect out of the close of business on installment sale method for all applicable Tax purposes with respect to any gain realized in connection with the Pre-Closing Date unless Restructuring (including in relation to the relevant Tax Authority will not accept a Tax Return filed on that basisExtraction Notes).

Tax Returns. (i) Seller shall prepare or cause to be prepared and file or cause to be filed (i) the final U.S. federal income and state income Tax Returns of Frontier (and related Schedules K-1) required to be filed for the Tax period ending on the Closing Date, (ii) the U.S. federal income and state income Tax Returns of Frontier (and related Schedules K-1) for the Tax period ending on December 31, 2016, and (iii) any Tax Returns (other than the Tax Returns described in clause (i) or (ii) above) of Frontier for income, franchise and similar Taxes that are imposed on a “flow-through” basis and required to be filed after the Closing Date for taxable periods ending on or prior to the Closing Date. Such Tax Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable law. Reasonably in advance of the due date for filing of any such Tax Return, Seller shall deliver a draft of such Tax Return, together with all supporting documentation and workpapers, to Buyer for its review and reasonable comment. Buyer will cause such Tax Return (as revised to incorporate Buyer’s reasonable comments) to be timely filed and will provide a copy thereof to Seller. (ii) Seller shall prepare or cause to be prepared all Income Tax Returns which include (other than the Acquired Company or any Tax Returns set forth in Section 12(b)(i)) of Frontier required to be filed after the Subsidiaries Closing Date for all Tax Periods periods ending on or prior to the Closing Date which are filed after Date. Such Tax Returns shall be prepared on a basis consistent with past practice except to the Closing Date extent otherwise required by applicable law. Reasonably in advance of the due date for filing any such Tax Return, Seller shall deliver a draft of such Tax Return, together with all supporting documentation and shall file or workpapers, to Buyer for its review and reasonable comment. Buyer will cause such Tax Return (as revised to incorporate Buyer’s reasonable comments) to be timely filed all such Consolidated Income Tax Returns and will provide a copy thereof to Seller. (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30iii) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser Buyer shall prepare or cause to be prepared (all Tax Returns of Frontier for all Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with past Tax Returns practice except to the extent otherwise required by applicable law. Reasonably in advance of the Acquired Company due date for filing any such Tax Return, Buyer shall deliver a draft of such Tax Return, together with all supporting documentation and the Subsidiariesworkpapers, to Seller for its review and reasonable comment. Buyer will cause such Tax Return (as revised to incorporate Seller’s reasonable comments) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returnswill provide a copy thereof to Seller.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basis.

Tax Returns. Seller (a) Sellers shall prepare or cause to be prepared all Income Tax Returns which include for YCMC and the Acquired Company Transferred Properties (or any assets, activities, transactions or payments of YCMC) including, as to YCMC, final IRS Form 1065 for the Subsidiaries taxable period ending on the Closing Date and applicable state tax forms, for all Tax Periods taxable periods ending on or prior to the Closing Date which are filed after the Closing Date (all such Tax Returns, other than only YCMC’s final IRS Form 1065 and YCMC’s final state partnership income tax return, the “Straddle Returns”). The Straddle Returns shall be prepared consistently with the past practice of YCMC and the Sellers, unless otherwise required by Law. Sellers shall permit Buyer to review and comment on each Straddle Return prior to filing and shall consider applying all reasonable comments of Buyer, at Seller’s discretion, related to such Straddle Return. To the extent any Straddle Return is a separate entity Tax Return, Buyer or YCMC shall file such Straddle Return and shall pay the Tax shown thereon promptly at the direction of Sellers; provided that such payment obligation shall not affect the apportionment set forth in Section 7.2. The cost of preparing the Straddle Returns shall be borne by Sellers. Sellers shall reimburse Buyer for Taxes apportioned to Sellers hereunder, whether shown as owed on the original Straddle Return, amended Straddle Return, or as a result of an audit, with respect to such periods within ten (10) days of payment by Buyer or YCMC of such Taxes. (b) Buyer shall prepare or cause to be prepared and file or cause to be filed all such Consolidated Income Tax Returns (with respect to YCMC and shall promptly provide Purchaser with copies of such Consolidated Income the Transferred Properties, other than the Tax Returns insofar as which Sellers shall prepare, or cause to be prepared, pursuant to Section 7.5(a), which are due after the Closing Date. If any such Tax Returns relate Return relates to any period beginning before the Acquired Company). Seller Closing Date and is a Tax Return where the Sellers may have responsibility hereunder for the Taxes reported thereon, Buyer shall permit Purchaser at least Sellers to review and comment on the proposed Tax Return no later than thirty (30) days to review and comment on each Separate Company Income Tax Return prior to the filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns date of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing (including extensions thereof) and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay consider applying all Taxes due with respect reasonable comments of Sellers, at Buyer’s discretion, related to such Tax Returns; provided, however, that Seller . Tax Returns described in the preceding sentence shall pay Purchaser (in accordance be prepared consistently with the procedures set forth in Section 8.03(f)past practice of YCMC and the Sellers, as applicable, unless otherwise required by Law. (c) for Buyer shall not, nor shall it permit any amount owed by Seller pursuant Affiliate of Buyer to, amend, refile, make or otherwise modify, or cause or permit YCMC to Section 8.03 amend, refile, make or otherwise modify, any Tax election or Tax Return of YCMC or with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree any Transferred Properties for any taxable period ending prior to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on or any Straddle Period without the basis that the relevant Tax Period ended as prior written consent of the close Entity Sellers (with respect to YCMC and its assets) and relevant CX Ranch Seller (with respect to CX Ranch Assets), which consent shall not be unreasonably withheld conditioned or delayed. Sellers shall not, nor shall it permit any Affiliate of business on a Seller to, amend, refile, make or otherwise modify, or cause or permit YCMC to amend, refile, make or otherwise modify, any Tax election or Tax Return of YCMC or with respect to any Transferred Properties for any taxable period ending prior to the Closing Date unless or for any Straddle Period where such amendment, refilling, modification or otherwise could potentially have an adverse affect on Buyer, in each case without the relevant Tax Authority will prior written consent of Buyer, which consent shall not accept a Tax Return filed on be unreasonably withheld, conditioned or delayed; provided that basisthis sentence shall not apply to YCMC’s final IRS Form 1065 and YCMC’s final state partnership income tax return.

Tax Returns. Seller Subject to review and approval by Seller, LKC shall prepare and file or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for filed when due all Tax Periods Returns, including the 1996 consolidated federal income tax return of SGI, Seller and LKC, that are required to be filed by or with respect to LKC for taxable years or periods in the last sentence of Section 5.2(b), Seller shall pay (or reimburse LKC for) any Taxes due in respect of such Tax Returns. Subject to review and approval by Seller, LKC shall prepare and file or cause to be filed when due all Tax Returns, including the 1996 consolidated federal income tax return of SGI, Seller and LKC, that are required to be filed by or with respect to SGI and/or Seller for taxable years or periods ending on before the Effective Date. Seller shall pay (or prior to the Closing Date which are filed after the Closing Date and reimburse LKC for) any Taxes due in respect of such Tax Returns. Buyer shall file or cause to be filed when due all such Consolidated Income Tax Returns (that are required to be filed by or with respect to LKC for taxable years or periods ending after the Effective Date and shall promptly provide Purchaser with copies remit any Taxes due in respect of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed when due all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days required to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested be filed by the Seller. Purchaser shall pay all Taxes due or with respect to such Tax Returns; provided, however, that LKC as a result of the making of the Election described in Section 5.2(a). Seller shall pay Purchaser (LKC the Taxes for which Seller is liable pursuant to Section 5.2(b) but which are payable with Tax Returns to be filed by LKC pursuant to this Section 5.3 within 10 days prior to the due date for the payment of estimated Taxes in accordance with the procedures set forth requirements of federal, state and local laws and regulations, provided that promptly upon filing by LKC of any Tax Return for the period in Section 8.03(f)respect of which such estimated taxes were paid, (i) LKC shall reimburse Seller for any the difference between (A) the amount owed paid by Seller pursuant to this Section 8.03 with respect 5.3 and (B) the amount payable by LKC pursuant to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisReturn, if such amount is positive.

Tax Returns. (a) Seller shall prepare or cause will be responsible for preparing any Tax Returns with respect to the Transferred Company for any Pre-Closing Tax Period other than a Straddle Period that is required to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as will prepare such Tax Returns relate to in accordance with past practices of the Acquired Transferred Company). Seller shall permit Purchaser at least No later than thirty (30) days to review and comment on each Separate Company Income Tax Return prior to the due date for filing and shall such Tax Returns, taking into account any extensions of such filing date, Seller will make such revisions as are reasonably requested Tax Returns available for review by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax ReturnsBuyers. Seller shall pay all Taxes due associated Tax Liabilities with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past the Tax Returns of related to the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due Period and Pre-Closing Straddle Period (as defined below) as soon as practicable following the filing of such Tax Returns. Parent will file a consolidated federal income Tax Return with the Transferred Company for the period beginning the day following the Closing Date. (b) Buyers will be responsible for preparing any Transferred Company Returns with respect to the Transferred Company for any Straddle Period or periods beginning after the Closing Date (including Date, and will prepare such Transferred Company Returns for any Straddle Period Separate in accordance with past practices of Seller or the Transferred Company. No later than 30 days prior to the due date for filing such Transferred Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to Returns for any Straddle Period, taking into account any extensions of such filing date, Buyers will make such Transferred Company Returns available for review and comment on each approval by Seller and will modify such Tax Return prior to filing and shall make such revisions to such Tax Returns Transferred Company Returns, as are reasonably requested by Seller, before filing to the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that extent Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) could be liable for any amount owed by Seller pursuant Taxes on such Transferred Company Return or could be entitled to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including any refund of Taxes. (c) After the Closing Date on Date, without the basis that prior written consent of Seller, neither the relevant Tax Period ended as Transferred Company nor Buyers will amend any Transferred Company Return of the close of business on the Transferred Company relating to a Pre-Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisPeriod.

Tax Returns. (i) Seller shall prepare or cause to be prepared and file or cause to be filed all Income Tax Returns for Bison for periods ending on or before the Closing Date that are required to be filed after the Closing Date, and shall be responsible for the timely payment (and entitled to any refund) of Taxes due with respect to the period covered by such Tax Returns. (ii) Seller shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of Bison for periods which begin before the Closing Date and end after the Closing Date, shall furnish a copy of such Tax Return to Purchaser. Seller shall be responsible for the timely payment of Taxes due with respect to the period covered by such Tax Return allocable to the period prior to and including the Closing Date, and Purchaser shall be responsible for the timely payment of Taxes due with respect to the period after the Closing Date. (iii) To the extent permitted by law or administrative practice, the taxable year of Bison shall end on and include the Acquired Company Closing Date. Whenever it is necessary to determine the liability for Taxes of Bison for a portion of a taxable year or any period that begins before and ends after the Closing Date, the determination of the Subsidiaries Taxes for all the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date shall be determined by assuming that the taxable year or period ended on and included the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis and annual property taxes shall be prorated on the basis of the number of days in the annual period elapsed through the Closing Date as compared to the number of days in the annual period elapsing after the Closing Date. (iv) Any Tax Periods Return to be prepared pursuant to the provisions of this Section 5.6 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 law or fact. Purchaser shall not file an amended Tax Return for any period ending on or prior to the Closing Date without the consent of Seller, which are filed after the Closing Date and consent shall file not be unreasonably withheld or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returnsdelayed.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basis.

Tax Returns. Seller 7.1 Unless the parties otherwise agree in writing, the Warrantors or its duly authorised agents shall at the cost and expense of the Company be entitled to prepare the Tax returns and computations of the Company for all accounting periods, VAT prescribed accounting periods or other relevant periods ending on or before the date of Completion. 7.2 The Buyer shall procure that the Company shall cause the returns and computations (and all related claims, elections and notifications) referred to in Clause 7.1 above to be prepared authorised, signed and submitted to the appropriate Taxation Authority within the prescribed time limits without amendment. 7.3 The Warrantors or their duly authorised agents shall be entitled to prepare all Income Tax Returns which include documentation and shall have conduct of all matters (including correspondence) relating to the Acquired Company or any agreement of the Subsidiaries Tax returns and computations of the Company for all Tax Periods accounting periods, VAT prescribed accounting periods or other relevant periods ending on or prior to the Closing Date date of Completion with the appropriate Tax Authority. 7.4 The Buyer or its duly authorised agents shall be entitled to prepare the Tax returns and computations of the Company for the accounting period, VAT prescribed accounting period or other relevant period in which are filed after the Closing Date Completion occurs and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with submit draft copies of such Consolidated Income Tax Returns insofar as returns and computations to the Warrantors for their comments not less than 20 (10 in respect of VAT returns) Business Days prior to the date on which such returns and computations must be submitted to the relevant authority and the Buyer agrees to incorporate all reasonable comments of the Warrantors received within 15 (10 in respect of VAT returns) Business Days after draft copies have been sent to it to the extent that they relate to Events occurring on or before Completion. The Buyer shall have the conduct of agreeing with the Tax Authority such Tax Returns relate returns after submission thereof but where the matter to be agreed may affect the Warrantors’ liability under this Agreement the Buyer shall inform the Warrantors thereof prior to agreeing the same and shall take proper notice of all reasonable representations which the Warrantors may make. 7.5 The Buyer shall provide or procure to be provided to the Acquired Company). Seller shall permit Purchaser at least thirty Warrantors such access to books, accounts and records (30during normal business hours upon prior written notice) days to review and comment on each Separate copies of all information, documents and evidence in its possession or in the possession of its agents or the Company Income Tax Return prior to filing and shall make such revisions as are in respect of any accounting period or prescribed accounting period of the Company which may reasonably be requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns Warrantors for the periods including the Closing Date on the basis that the relevant Tax Period ended as purposes of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisthis paragraph.

Tax Returns. DEI or Seller shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser required to be filed by or with copies of such Consolidated Income Tax Returns insofar as respect to the Company that relate to taxable periods ending on or before the Closing Date, including all such Tax Returns relate that are required to be filed after the Acquired Company)Closing Date. Seller shall permit Purchaser at least thirty (30) days Buyer shall, upon request, cause the Company to review and comment on each Separate execute any such Tax Returns required to be executed by the Company Income Tax Return in a timely manner prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax ReturnsDEI or Seller. DEI or Seller shall timely pay all Taxes due under such returns to the extent the amount thereof exceeds the amount of Taxes accrued or otherwise reflected as a Current Liability on the Final Closing Balance Sheet and/or the Final Subsequent Closing Balance Sheet, and Buyer shall, or shall cause the Company to, timely pay all Taxes due under such returns up to the amount of Taxes accrued or otherwise reflected as a Current Liability on the Final Closing Balance Sheet and/or the Final Subsequent Closing Balance Sheet. Buyer shall not amend or refile any Tax Return with respect to such Income Tax Returnsthe Company for any period ending on or before the Closing Date without the prior written consent of DEI, which consent may be granted or withheld in DEI's sole discretion. Purchaser Buyer shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of required to be filed with respect to the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due relate to taxable periods ending after the Closing Date (Date, including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such all Tax Returns as are reasonably requested by for taxable periods that begin before the Seller. Purchaser Closing Date and end after the Closing Date, and Buyer shall, or shall cause the Company to, timely pay all Taxes due with respect to under such Tax Returnsreturns; provided, however, that Seller shall pay Purchaser (in accordance with that, to the procedures set forth in Section 8.03(f)) for any extent the amount owed by Seller pursuant of Taxes attributable to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser periods before and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date (but excluding Taxes attributable to transactions following the Closing and outside of the ordinary course of business) exceeds the amount of Taxes accrued or otherwise reflected as a Current Liability on the basis that Final Closing Balance Sheet and/or the relevant Tax Period ended as Final Subsequent Balance Sheet, DEI or Seller shall pay Buyer an amount equal to the amount of such excess at least ten (10) Business Days prior to the later of the close time that (a) Buyer is required to pay such taxes and (b) Buyer provides DEI and Seller with a copy of business such returns and its determination of the portion of such Taxes attributable to the taxable period ending on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisDate.

Tax Returns. Seller (a) After the Closing Date, the Purchaser Entities shall ensure that the Target Group Entities prepare or cause to be prepared and file all Income Tax Returns which include relate to a Pre-Closing Tax Period or Straddle Period when due, and prepare and file all claims, elections, surrenders, disclaimers, notices, consents and other relevant filings for the Acquired Company purposes of Tax (“Tax Documents”) which relate to a Pre-Closing Tax Period or any of Straddle Period, provided that, in both cases, the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and Purchaser Entities shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as procure that such Tax Returns relate to the Acquired Company). Seller and Tax Documents shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past the manner in which any Target Group Entity’s Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries Documents were prepared for Pre-Closing Tax Periods that are due after Periods, unless (and then only to the Closing Date extent) prohibited by Law. (b) Any Tax Return (for the avoidance of doubt including any amendment or withdrawal of a previous filing) relating to a Pre-Closing Tax Period or Straddle Period Separate Company Income but only to the extent that such Tax Returns.Return could reasonably be expected to impact the Tax position or a Liability for Taxes of the Seller or its Affiliates (other than a Target Group Entity) (a “Seller Tax Return”) shall be subject to the review and consent of the Seller. The Purchaser Entities shall permit ensure that no such Seller at least Tax Return is submitted to any Tax Authority without prior written approval of the Seller, such approval not to be unreasonably withheld, conditioned or delayed. The Purchaser Entities shall ensure that any Seller Tax Return to be reviewed and approved by the Seller will be sent to the Seller no later than forty-five (45) Business Days prior to the applicable filing deadline of the relevant Seller Tax Return and that all Taxes payable under such Seller Tax Return are paid in a timely manner. The Seller shall be deemed to have given its consent to any such Seller Tax Return furnished to the Seller in a timely manner for review if the Seller has not provided any comment with respect to the respective Seller Tax Return to the Purchaser Entities or the relevant Target Group Entity within thirty (30) days Business Days following the receipt of the respective Seller Tax Return. If the Parties fail to review and comment reach an agreement on each such the content of a Seller Tax Return, the respective Seller Tax Return prior shall be filed according to filing and shall make such revisions to such Tax Returns as are reasonably requested by the instructions of the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser . (in accordance with the procedures set forth in Section 8.03(f)c) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including On the Closing Date on Date, the basis that Purchaser Entities shall cause each Target Group Entity to conduct its business in the relevant Tax Period ended ordinary course in substantially the same manner as of the close of business currently conducted and on the Closing Date unless shall not permit any Target Group Entity to effect any extraordinary transactions (other than any such transactions expressly required by applicable Law or by this Agreement) that could result in Liability for Taxes to any Target Group Entity in excess of any Liability for Taxes associated with the relevant Tax Authority will not accept a Tax Return filed on that basisconduct of its business in the ordinary course.

Tax Returns. Seller (i) Purchaser shall prepare or cause to be prepared and timely filed all Income Tax Returns which include the Acquired Company or any of the Subsidiaries Company for income, gross receipts and similar Taxes (including any business, professional and occupational license Taxes or similar Taxes) that are required to be filed by or with respect to the Company on or before the Closing Date for all Tax Periods periods ending on or prior to the Closing Date (the “Pre-Closing Tax Period”), subject to the review and approval by Seller. The Tax Returns filed by the Purchaser on behalf of the Company shall be filed as a “stub-year” Tax Return filing and shall cover the period from January 1, 2017 through the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices with respect to such items, unless otherwise required by Applicable Law. Purchaser shall provide Seller with reasonable opportunity to review and comment on each such Tax Return described in this Section 6.1(a) prior to filing, and shall make changes to such Tax Returns reasonably requested by Seller to ensure that such Tax Returns are consistent with the terms of this Agreement. (ii) Purchaser shall prepare and file, when due, any Tax Returns of the Company for Tax periods which are filed after begin before the Closing Date and shall file or cause to be filed end after the Closing Date, and all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income the Company for the Pre-Closing Tax Returns insofar as Period. To the extent such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Period, Purchaser shall permit provide Seller at least thirty (30) days with reasonable opportunity to review and comment on each such Tax Return prior to filing filing, and shall make such revisions changes to such Tax Returns as are reasonably requested by Seller to ensure that such Tax Returns are consistent with the Sellerterms of this Agreement. Not less than five (5) Business Days prior to the filing of such Tax Return, Purchaser shall pay all be entitled to receive from Seller an amount equal to the Taxes due required to be paid in connection with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including Pre-Closing Tax Period to the extent such amount is greater than such Taxes that are included as Permitted Liabilities. (iii) The Parties acknowledge that the Company has been disregarded for U.S. federal income tax purposes as an entity separate from Seller at all times from August 4, 2016 to the Closing Date on Date. Accordingly, notwithstanding paragraphs (i) and (ii) above, the basis that the relevant Tax Period ended as business and operations of the close of business Company occurring during such period shall be reported on Seller’s federal and applicable state income Tax Returns. Notwithstanding anything contained herein to the Closing Date unless the relevant contrary, Seller shall have exclusive control over such Tax Authority will Returns, and Purchaser shall not accept a have any right to prepare, review or comment upon such Tax Return filed on that basisReturns.

Tax Returns. Seller shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and JUSI shall file or cause to be filed when due all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate that are required to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested be filed by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due or with respect to such Income the Company or Rexair (i) on or before the Closing Date or (ii) with respect to income Tax Returns. Purchaser Returns only, after the Closing Date but with respect to a taxable period ending on or before the Closing Date and shall prepare remit or cause to be prepared (on a basis consistent with past remitted any Taxes due in respect of such Tax Returns of the Acquired Company and the Subsidiaries) and timely Returns. The Surviving Corporation shall file or cause to be timely filed when due all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due required to be filed by or with respect to the Company or Rexair after the Closing Date (including and shall remit any Straddle Period Separate Company Income Taxes due in respect of such Tax Returns.) Purchaser . All Tax Returns to be filed by the Surviving Corporation with respect to Tax periods that begin before the Closing Date shall permit Seller at be filed in accordance with the past practice of the Company and Rexair, provided that the Surviving Corporation determines that filing in that manner would not be unreasonable based upon current law. At least thirty (30) 10 days prior to review and comment on filing, the Surviving Corporation shall provide each such Tax Return to JUSI for its review and comments, and no such Tax Return shall be filed prior to filing the earlier of the receipt of JUSI’s written consent, not to be unreasonably withheld, delayed or conditioned and shall make the due date for such revisions Tax Return; provided that if any disagreement as to such return has been identified in writing by JUSI but not resolved at the time the return is filed, the parties will cooperate to resolve such disagreement after the return has been filed and an amended return will be filed if necessary to reflect the resolution. JUSI shall pay the Surviving Corporation the Taxes for which JUSI is liable pursuant to Section 6.10 (a) or (c), but which are payable with Tax Returns as are reasonably requested to be filed by the Seller. Purchaser shall pay all Taxes Surviving Corporation pursuant to this Section 6.10 (g), within three (3) days prior to the due with respect to date for the filing of such Tax Returns; provided, however, that Seller . The Surviving Corporation shall pay Purchaser (in accordance with JUSI the procedures set forth in Section 8.03(f)) Taxes for any amount owed by Seller which the Surviving Corporation is liable pursuant to Section 8.03 6.10 (b) or (c), but which are payable with respect Tax Returns to be filed by JUSI pursuant to this Section 6.10 (g), within three (3) days prior to the due date for the filing of such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basis.

Tax Returns. Seller (i) Each Selling Member shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company income attributable to the Company, its subsidiaries and the Business on such Selling Member's U.S. federal income Tax Return (and similar state, local or any of the Subsidiaries foreign Tax Return) for all Tax Periods ending on or prior to periods through and including the Closing Date and pay any Taxes attributable to such income. Buyer shall furnish Tax information to each Selling Member for inclusion in such Selling Member's U.S. federal income Tax Return (and similar state, local or foreign Tax Return) for the period which are filed includes the Closing Date in accordance with the past income Tax practices of such Selling Member and the Company. Each Selling Member shall make all payments required with respect to any such Tax Return. (ii) Buyer shall include the income attributable to the Company, its subsidiaries and the Business on Buyer's consolidated U.S. federal income Tax Return (and similar state, local or foreign Tax Return) for all periods after the Closing Date and pay any income Taxes attributable to such income. Each Selling Member shall file or cause furnish Tax information to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due Buyer with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company Company, its subsidiaries, the Business and the Subsidiariesoperations, ownership and activities thereof for all periods through and including the Closing Date to the extent such information is relevant to any Tax Return which Buyer has the right and obligation hereunder to file. Buyer shall make all payments required with respect to any such Tax Return. (iii) The income attributable to the Company, its subsidiaries and the Business shall be apportioned to the period up to and including the Closing Date (the "PRE-CLOSING SHORT YEAR") and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due period after the Closing Date (including any Straddle Period Separate the "POST-CLOSING SHORT YEAR") by closing the books of the Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close end of business the Closing Date. For purposes of this Section 4.2, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date unless shall (A) in the relevant Tax Authority will case of Taxes that are not accept based on income or gross receipts (e.g., property Taxes), be deemed to be the total amount of such Taxes for the period in question multiplied by a Tax Return filed fraction, the numerator of which is the number of days in the taxable period ending on that basisthe Closing Date, and the denominator of which is the total number of days in the entire taxable period in question, and **CONFIDENTIAL TREATMENT REQUESTED BY ▇▇▇▇▇▇▇▇, INC.**

Tax Returns. Seller (i) The Sellers shall prepare prepare, or cause to be prepared prepared, all IR Federal and Consolidated Income Tax Returns which in respect of the Sold Companies for all taxable periods. The Sellers shall timely file, or cause to be filed, all such IR Federal and Consolidated Income Tax Returns. For the avoidance of doubt, the Asset Sellers shall include the income derived from the Acquired Company or any of Assets for the Subsidiaries for all Tax Periods period ending on or prior to the Closing Date which are in their Income Tax Returns for the taxable period that includes the Closing Date (“Asset Sellers’ Tax Returns”). The Sellers shall timely pay to the relevant Taxing Authority all Taxes due in connection with any such IR Federal and Consolidated Income Tax Returns and Asset Sellers’ Tax Returns. Sellers agree to inform the Buyers of any position taken on any such IR Federal and Consolidated Income Tax Return with respect to the Sold Companies or the Acquired Assets that is contrary to past practice and that would have a material adverse impact on the Sold Companies or the Acquired Assets in a taxable period after the Closing Date. (ii) The Buyers shall prepare, or cause to be prepared, all other Tax Returns in respect of the Sold Companies or the Acquired Assets required to be filed after the Closing Date and (“Buyer Tax Returns”). Such Buyer Tax Returns shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period taxable period ended as of the close of business on the Closing Date (unless the relevant Tax Taxing Authority will not accept a Tax Return filed on that basis). In the case of any Buyer Tax Return that includes any period that begins prior to the Closing Date, including for any taxable year ending after the Closing Date which begins before the Closing Date (a “Straddle Period”), such Buyer Tax Return shall be prepared in a manner consistent with past practices (unless it is otherwise required by applicable Law). The Buyers shall provide IR with a copy of a substantially final draft of each Straddle Period Buyer Tax Return (and such additional information regarding such Straddle Period Buyer Tax Return as may reasonably be requested by IR) for its review and comment (A) at least 30 Days prior to the filing of such Buyer Tax Return or (B) in the case of a Buyer Tax Return that is required to be filed within 30 days of the Closing Date, at least 10 days prior to the date such Buyer Tax Return is required to be filed; provided, that in the case of a Buyer Tax Return that is required to be filed within 10 days of the Closing Date, the Buyers shall use their reasonable best efforts to afford the Sellers a reasonable opportunity to review such Buyer Tax Return prior to filing such Buyer Tax Return. The Buyers shall timely pay to the relevant Taxing Authority all Taxes due in connection with any such Buyer Tax Returns. In advance of the filing of such Buyer Tax Returns, the Sellers shall pay to the Buyers their share of any such Taxes, determined in accordance with Section 5.6 (the “Sellers’ Tax Share”). If, and to the extent that, the Buyers and the Sellers fail to agree with respect to any of the Sellers’ comments on a draft Straddle Period Tax Return, such disagreement shall be submitted to the CPA Firm for resolution as provided in Section 5.6(d). Buyers acknowledge that from and after the Closing Date the Sellers may not have the power and authority to endorse certain of the refund checks to which Buyers may be entitled and that may be received by the Sellers for the Tax periods prior to the Closing Date. Therefore, at Sellers’ request, Buyers shall execute a limited power of attorney for the purpose of allowing the Sellers to endorse certain refund checks to which it may be entitled and which may be received by the Sellers.

Tax Returns. (a) Seller shall prepare or cause to be prepared all Income Tax Returns which include relating to the Acquired Company GES Business, the NewCo Entities or any of their Subsidiaries, the Subsidiaries Purchased Assets or the Assumed Liabilities for all Tax Periods tax periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as Date. All such Tax Returns relate to the Acquired Company)shall be prepared on a basis consistent with Seller’s past practice unless otherwise required by applicable Law. Seller shall permit provide a draft of any such Tax Return to Purchaser at least thirty (30) days prior to the due date thereof (taking into account any applicable extensions), for the filing of such Tax Return for Purchaser’s review and comment approval, and Seller shall reflect on each Separate Company Income such Tax Return any reasonable comments submitted by Purchaser within ten (10) days prior to filing and shall make the due date of such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax ReturnsReturn. Seller shall pay all to Purchaser the amount of any Seller Taxes shown 86 as due with respect and payable on any such Tax Return within five (5) days prior to the due date of such Income Tax ReturnsReturn. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be filed such Tax Return and pay or cause to be paid to the relevant Taxing Authority all Taxes shown as due and payable on such Tax Return. Purchaser shall promptly after filing provide or cause to be provided to Seller a copy of each such Tax Return filed. (b) Purchaser shall prepare and timely filed file, or cause to be prepared and timely filed, all other Tax Returns relating to the GES Business, the NewCo Entities or their Subsidiaries, the Purchased Assets or the Assumed Liabilities (including any Tax Returns in respect of a Straddle Period). To the Acquired Company and the Subsidiaries for extent any such Tax Returns relate to a Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Period, Purchaser shall permit prepare such Tax Return in a manner consistent with past practice unless otherwise required by applicable Law, and shall deliver a draft of such Tax Return to Seller for its review and approval, at least thirty (30) days prior to review the due date thereof (taking into account any applicable extensions) for the filing of such Tax Return, and comment Purchaser shall reflect on each such Tax Return any reasonable comments submitted by Seller that pertain to any items on such Tax Return that would be reasonably expected to affect the amount of Seller Taxes shown as due on such Tax Return within ten (10) days prior to filing and shall make such revisions to the due date for such Tax Returns Return. Seller shall, no later than five (5) Business Days prior to the due date of any such Tax Return, pay to Purchaser the amount of any Seller Taxes shown as are due and payable on any such Tax Return (calculated in accordance with Section 6.4 of this Agreement). (c) Notwithstanding anything to the contrary in this Agreement, in no event shall Purchaser or any of its Affiliates be entitled to receive or view, or have any rights with respect to any Tax Proceeding relating to, any Tax Return of (i) Seller or any of its Affiliates (other than any such Tax Return that relates solely to the NewCo Entities) or (ii) any consolidated, affiliated, fiscal, loss sharing, combined or similar group of which Seller or any of its Affiliates is a member, in each case, unless such Tax Proceeding could result in any liability to Purchaser, the NewCo Entities or their Subsidiaries, or any of their respective Affiliates that is not fully indemnified by Seller or any of its Affiliates pursuant to this Agreement. (d) Except to the extent required by applicable Law, neither Purchaser nor any of its Affiliates shall amend any Tax Return or make any Tax election relating to the GES Business, the NewCo Entities or their Subsidiaries, the Purchased Assets or the Assumed Liabilities for any Pre-Closing Tax Period, in each case, to the extent that the amending of any such Tax Return or the making of any such Tax election would reasonably requested be expected to increase the amount of Taxes for which Seller would be responsible under this Agreement. (e) If Purchaser or any of its Affiliates receives any refund of Tax or utilizes any credit or offset against Taxes in lieu of such refund, in each case to the extent that such refund or utilized credit or offset relates to Seller Taxes, Purchaser shall transfer, or cause to be transferred, to Seller, within thirty (30) days of (i) in the case of a refund, the receipt of such refund and (ii) in the case of a credit or offset, the date upon which the applicable Tax Return in respect of which such credit or offset is utilized to reduce cash Taxes (but not below zero) of the Purchaser or any of its Affiliates shown on such Tax Return (determined on a “with and without” basis) is filed, the amount of the refund or the amount of such cash Tax reduction (including, in each case, interest) net of any Tax and other costs or expenses imposed on or payable by Purchaser or any of its Affiliates with respect thereto (including with respect to any interest on such refund), received by Purchaser or any of its Affiliates; provided, that Purchaser and its Affiliates shall be entitled to apply such amounts to offset against any Taxes for which Seller is otherwise responsible pursuant to this Agreement (including any Seller Taxes in respect of which Seller is required to indemnify the SellerPurchaser and its Affiliates pursuant to this Agreement). Purchaser shall pay use commercially reasonable efforts to notify Seller within thirty (30) days after the receipt of any such refund or such utilization of any such credit or offset (as the case may be), and to furnish to Seller all Taxes due with respect reasonably requested information, records and assistance necessary to verify the amount of such refund or such cash Tax Returns; provided, however, that Seller shall pay Purchaser reduction (in accordance with as the procedures set forth in Section 8.03(fcase may be)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basis.

Tax Returns. Seller shall Sellers shall, at the cost and expense of Sellers, prepare or cause to be prepared and file or cause to be filed all Income Tax Returns which include the Acquired Company or any of the Subsidiaries Target Companies for all Tax Periods periods ending on or prior to the Closing Tax Lockbox Date which are filed after the Closing Date (“Pre-Lockbox Returns”). Such Pre-Lockbox Returns shall be prepared in a manner consistent with past practice (unless otherwise required by Applicable Law). Sellers shall permit Buyer to review and comment on each such Pre-Lockbox Return prior to filing. Buyer shall prepare or cause to be prepared and file or cause to be filed all such Consolidated Income Tax Returns (of the Target Companies for taxable periods beginning after the Tax Lockbox Date and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate ending prior to the Acquired CompanyClosing Date and for Straddle Periods (collectively, “Straddle Returns”), if any. Any such Straddle Returns shall be prepared in a manner consistent with past practice (unless otherwise required by applicable Law). Seller Buyer shall permit Purchaser at least thirty (30) days Sellers to review and comment on each Separate Company Income Tax any such Straddle Return prior to filing and shall make such revisions as are reasonably requested by filing. At least five days prior to the Purchaserdue date of any Pre-Lockbox Return or Straddle Return, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller Sellers shall pay all to Buyer the amount of Taxes for periods (or portions thereof) ending on or prior to the Tax Lockbox Date shown as due on any Pre-Lockbox Returns or Straddle Returns (the “Pre-Tax Lockbox Date Liability”). The Pre-Tax Lockbox Date Liability shall be calculated (i) in accordance with applicable Tax Law, (ii) in accordance with the past practices of the Target Companies for filing Tax Returns with respect to such Income Taxes, except to the extent such past practices are not in accordance with applicable Tax Returns. Purchaser shall prepare or cause to be prepared Law, (on iii) in the case of any Taxes for a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; providedPeriod, however, that Seller shall pay Purchaser (in accordance with the procedures principles set forth in Section 8.03(f6.2(e), (iv) by taking into account any prepayments of Taxes (including estimated Tax payments) by the Target Companies prior to Closing for any purposes of determining the amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis of Taxes that the relevant Tax Period ended are unpaid as of the close Closing, and (v) by taking into account any Tax deductions attributable to any payments or expenses borne directly or indirectly by the Target Companies in connection with the transactions contemplated by this Agreement (including any Transaction Expenses) or net operating losses and other Tax assets of business on the Closing Date unless Target Companies, but only to the relevant extent such deductions, net operating losses or other Tax Authority will not accept assets are deductible in a Pre-Lockbox Taxable Period under applicable Tax Return filed on that basisLaw.

Tax Returns. Seller (a) Revelyst shall prepare prepare, or cause to be prepared prepared, all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior that are required to the Closing Date which are be filed after the Closing Date and shall file for any Pre-Closing Tax Periods (other than Straddle Periods) with respect to Vista Outdoor or cause to be filed all such Consolidated Income any of its Subsidiaries (including any Tax Returns that include members of the Revelyst Group but excluding any Revelyst Tax Returns) (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired CompanyReturns, “Revelyst Prepared Returns”). Seller Revelyst shall permit Purchaser provide Vista Outdoor with a draft of any such Revelyst Prepared Return for review and comment at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and the due date thereof (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable). Revelyst shall make revise such revisions as Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof to the extent such comments are reasonably requested consistent with the Agreed Tax Principles. The applicable Party required by the Purchaser, and Purchaser Law to file such Revelyst Prepared Returns shall execute and timely file any such Separate Company Income Tax Revelyst Prepared Returns. Seller At least three days prior to the filing of any Revelyst Prepared Return, if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay all to Vista Outdoor an amount equal to the amount of Indemnified Taxes due with respect to such Income Tax Returns. Purchaser Revelyst Prepared Return. (b) Vista Outdoor shall prepare prepare, or cause to be prepared (on a basis consistent with past prepared, all Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause that are required to be timely filed all after the Closing Date for any Straddle Periods with respect to Vista Outdoor or any of its Subsidiaries (other than Revelyst Tax Returns of Returns) (such Tax Returns, “Vista Outdoor Prepared Returns” and together with the Acquired Company and the Subsidiaries for Revelyst Prepared Returns, “Pre-Closing Tax Periods that are due after the Closing Date (including Returns”). Vista Outdoor shall provide Revelyst a draft of any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller Vista Outdoor Prepared Return for its review and comment at least thirty (30) days prior to review the due date thereof (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable). Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and comment on each (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return prior to filing and shall make such revisions (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Returns Return, the applicable Party shall as are promptly as reasonably requested by practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the Seller. Purchaser preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall pay all Taxes due with respect be subject to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)4.04. (d) for any amount owed by Seller pursuant For avoidance of doubt, Vista Outdoor (x) shall prepare and file (or cause to Section 8.03 be prepared and filed) all Tax Returns with respect to such Straddle Period Separate Company Income Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns. Purchaser Returns and Seller agree (y) shall conduct (or cause to cause the Acquired Company and the Subsidiaries to file be conducted) all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as Contests relating to Taxes of Vista Outdoor or other members of the close of business on the Closing Date unless the relevant Vista Outdoor Group that are not Revelyst Tax Authority will not accept a Contests or Vista Outdoor Tax Return filed on that basisContests.

Tax Returns. (a) Seller shall prepare (or cause to be prepared prepared) (i) all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods Transferred Entities or in respect of the Transferred Assets or the Business with respect to taxable periods ending on or before the Closing Date (“Pre-Closing Tax Returns”) and (ii) all Combined Tax Returns. Pre-Closing Tax Returns of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Date which are filed Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall file or cause consider in good faith any reasonable written comments that Purchaser submits to be filed all such Consolidated Income Tax Returns Seller no later than ten (and shall promptly provide Purchaser with copies 10) days following the delivery of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Pre-Closing Tax Return prior to filing and shall make Seller such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Pre-Closing Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax ReturnsReturn. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file (or cause to be timely filed filed) all other Tax Returns of the Acquired Company and the Subsidiaries for such Pre-Closing Tax Periods that are Returns due after the Closing Date (including any Straddle Period Separate Company Income applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns.) Purchaser and Seller shall permit Seller at least thirty timely file (30or cause to be timely filed) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such all Pre-Closing Tax Returns as are reasonably requested by with respect to the SellerTransferred Assets and all Combined Tax Returns. Purchaser Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07. (b) Purchaser shall prepare and timely file (or cause to be prepared and timely filed) all Tax Returns required to be filed by the Transferred Entities or with respect to the Business or the Transferred Assets with respect to Straddle Periods other than the Tax Returns covered in Section 8.04(a) (collectively, “Straddle Period Tax Returns; provided”). All such Straddle Period Tax Returns shall be prepared on a basis consistent with past practices of the applicable Transferred Entity or, howeverin the case of the Transferred Assets, the Business, except as otherwise required by Law. Purchaser shall deliver to Seller for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions), a copy of any such Straddle Period Tax Return proposed to be filed. Purchaser shall consider in good faith any reasonable written comments to any such Straddle Period Tax Return that Seller shall pay submits to Purchaser no later than ten (in accordance with 10) days following the procedures set forth in delivery of such Straddle Period Tax Return to Seller. To the extent Seller is responsible pursuant to Section 8.03(f)) 11.07 for any amount owed by Seller pursuant to Section 8.03 of Taxes due with respect to such Straddle Period Separate Company Income Tax Returns. , Seller shall pay Purchaser such amount at least five (5) days before such Tax Return is due. (c) Purchaser and Seller agree shall act in good faith to cause resolve any disputes concerning any item on a Tax Return described in Sections 8.04(a) or 8.04(b). If Purchaser and Seller cannot resolve any disputed item, the Acquired Company item in question shall be resolved by the Accounting Arbitrator. The costs, fees and expenses of the Subsidiaries Accounting Arbitrator shall be borne equally by Purchaser and Seller. If Purchaser and Seller are unable to file all resolve any such dispute prior to the date on which the relevant Tax Returns Return is required to be filed, any such Tax Return shall be filed in the manner that the party responsible for filing such Tax Return pursuant to Section 8.04(a) or 8.04(b) deems correct, and such Tax Return shall be amended as necessary to reflect the periods final resolution of such dispute. (d) Except as contemplated by this Agreement (including Section 8.06), Purchaser and its Affiliates (including after the Closing, the Transferred Entities) shall not, without the consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, (a) amend, refile, revoke or otherwise modify any Tax Return or Tax election with respect to a Pre-Closing Tax Period, (b) make any Tax election or change any accounting period or method with retroactive effect to any Pre-Closing Tax Period or that could otherwise be reasonably be expected to increase the Tax liability of Seller or its Affiliates with respect to a Pre-Closing Tax Period, or (c) take any action to extend the applicable statute of limitations with respect to any Tax Return for a Pre-Closing Tax Period. (e) The parties hereto shall, to the extent permitted under applicable Tax Law, elect to treat the Closing Date on as the basis that the relevant Tax Period ended as last day of any taxable period of the close of business on Transferred Entities that includes the Closing Date unless the relevant Date; provided that no party shall be required to amend any articles of association, change any financial accounting period, or otherwise take any action other than solely for Tax Authority will not accept a Tax Return filed on that basispurposes.

Tax Returns. Seller (i) After the Closing Date, Company Stockholder shall prepare or cause be responsible for preparing and filing when due, solely at Company Stockholder’s expense, all Returns required to be prepared all Income filed by the Companies for any Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods period ending on or prior to the Closing Date which (a “Pre-Closing Tax Period”) (including, without limitation, all income tax Returns for the taxable year ending on the Closing Date and the short tax year tax return due as a result of the termination of GCP’s “S” Corp election and the short tax year tax return due as a result of GTS joining a consolidated group of companies). Returns prepared by Company Stockholder pursuant to this Section 7.3(a)(i) shall be prepared in a manner consistent with past practices of the Companies unless otherwise required by Law. Company Stockholder shall provide the Parent with a copy of such Returns (and supporting schedules) at least twenty (20) days in advance of the due date for Returns. If the due date for filing any such Return is within twenty (20) days of the Closing Date, Company Stockholder shall provide the Parent with a copy of such Return (and supporting schedules) within a reasonable period of time prior to the due date. Company Stockholder shall consider any changes and revisions to such Returns as are filed reasonably requested by Parent. Company Stockholder shall cause to be paid to Parent, within a reasonable time after having received a written request therefore from Parent, an amount equal to any Taxes to be paid for such Pre-Closing Tax Period, and Parent shall then pay or cause to be paid when due all Taxes with respect to any such Returns. (ii) Parent shall be responsible for preparing and filing when due all Returns of the Companies for any Tax period ending after the Closing Date and shall file pay or cause to be paid when due all Taxes with respect to any such Returns. Returns prepared and filed all by Parent for a Straddle Period (“Straddle Period Tax Returns”) shall be prepared in a manner consistent with past practices of the Companies unless otherwise required by Law. Parent shall provide Company Stockholder with a copy of such Consolidated Income Straddle Period Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser supporting schedules) at least thirty twenty (3020) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make in advance of the due date for such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes If the due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries date for Pre-Closing Tax Periods that are due after the Closing Date (including filing any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty Return is within twenty (3020) days to review of the Closing Date, Parent shall provide Company Stockholder with a copy of such Return (and comment on each such Tax Return supporting schedules) within a reasonable period of time prior to filing the due date. The Parent shall consider any changes and shall make such revisions to such Straddle Period Tax Returns as are reasonably requested by Company Stockholder. The Company Stockholder shall cause to be paid to Parent, within a reasonable time after having received a, written request therefore from Parent, an amount equal to any Taxes relating to the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; providedportion of a Straddle Period ending on the Closing Date, however, that Seller shall pay Purchaser (as determined in accordance with the procedures set forth in Section 8.03(f7.3(c)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basis.

Tax Returns. Seller (a) The Contributing Parties shall prepare or cause to be prepared all Income Tax Returns which include included in the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income consolidated federal income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income the state income Tax Returns insofar as of any state that permits consolidated, combined or unitary income Tax Returns, if any) of the ▇▇▇▇▇▇▇▇ Tax Group for all periods ending on or before the Closing Date, all the items of income, gain, loss, deduction and credit (“Tax Items”) with respect to the Contributed Entities or the Contributed Entities Assets which are required to be included therein, shall cause such Tax Returns relate to be timely filed with the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing appropriate Taxing Authorities, and shall make such revisions as are reasonably requested by be responsible for the Purchaser, timely payment (and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay entitled to any refund) of all Taxes due with respect to the periods covered by such Income Tax Returns. Purchaser shall prepare . (b) With respect to any Tax Return covering a taxable period ending on or cause before the Closing Date that is required to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.with respect to the Contributed Entities or the Contributed Entities Assets that is not described in Section 7.2(a) Purchaser above, the Contributing Parties shall permit Seller at least thirty (30) days to review and comment on each cause such Tax Return prior to filing and shall make such revisions be prepared, cause to be included in such Tax Returns as are reasonably requested by Return all Tax Items required to be included therein, cause such Tax Return to be filed timely with the Seller. Purchaser shall pay appropriate Taxing Authority, and be responsible for the timely payment (and entitled to any refund) of all Taxes due with respect to the period covered by such Tax Returns; providedReturn. (c) With respect to any Tax Return covering a taxable period beginning on or before the Closing Date and ending after the Closing Date that is required to be filed after the Closing Date with respect to the Contributed Entities or the Contributed Entities Assets, howeverthe Contributing Parties shall cause such Tax Return to be prepared, cause to be included in such Tax Return all Tax Items required to be included therein, furnish a copy of such Tax Return to the Partnership Parties, cause such Tax Return to be filed timely with the appropriate Taxing Authority, and be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return (but shall have a right to recover the amount of Tax Losses attributable to the portion of the taxable period occurring after the Closing Date pursuant to Section 7.1(b)). (d) With regard to any Tax Return not yet filed for any taxable period that Seller begins before the Closing Date with respect to the Contributed Entities or the Contributed Entities Assets, the Contributing Parties shall pay Purchaser (use commercially reasonable efforts to cause such Tax Return to be prepared in accordance with past Tax accounting practices used with respect to the procedures set forth Tax Returns in Section 8.03(fquestion (unless such past practices are no longer permissible under the Applicable Law)) for , and to the extent any amount owed items are not covered by Seller pursuant to Section 8.03 past practices, in accordance with reasonable tax accounting practices selected by the filing party with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree Return under this Agreement with the consent (not to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as be unreasonably withheld or delayed) of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisnon-filing party.

Tax Returns. Seller (i) Aon shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any income of the Company and the Subsidiaries on its consolidated federal income Tax Return for all Tax Periods years or periods ending on (and including) or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company)Date. Seller and Aon shall permit Purchaser at least thirty (30) days cause the Company and the Subsidiaries to review and comment on each Separate Company Income join in Aon’s consolidated federal income Tax Return prior to filing and shall make such revisions as are reasonably requested by the PurchaserReturn, and Purchaser shall execute in jurisdictions requiring separate reporting from Aon, to file separate company state and timely file such Separate Company Income local income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed when due (taking into account all other extensions properly obtained) all income Tax Returns of required to be filed with respect to the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after taxable years or periods ending on or prior to the Closing Date Date. Seller shall prepare such Tax Returns consistent with past practice of the Company and the Subsidiaries and shall provide Buyer pro forma copies of such Tax Returns (including any Straddle Period Separate or relevant excerpts of such Tax Returns) prior to the filing thereof and to the extent such Tax Returns are separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and , shall make such revisions to such Tax Returns as are reasonably requested by the SellerBuyer. Purchaser Seller shall pay all remit, or cause to be remitted, any Taxes due in respect of such Tax Returns to the appropriate taxing authority. (ii) Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the Company and the Subsidiaries after the Closing Date and all Straddle Period Tax Returns. Buyer shall permit Seller to review and comment on each such Tax ReturnsReturn relating to a taxable year or period ending on or prior to the Closing Date or relating to the portion of the Straddle Period ending on the Closing Date prior to filing such Tax Return and shall make such changes as are reasonably requested by Seller. Buyer shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns to the appropriate taxing authority. Subject to Section 8.1(a), Seller shall pay to Buyer, within fifteen (15) days after the date on which such Taxes are paid, that amount equal to the Taxes of the Company and the Subsidiaries attributable to taxable years or periods ending on or prior to the Closing Date or the portion of the Straddle Period ending on the Closing Date. (iii) Unless otherwise required by applicable Law, none of Buyer or any Affiliate of Buyer shall (or shall cause or permit the Company or the Subsidiaries to) amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company or the Subsidiaries with respect to any taxable year or period ending on or before the Closing Date (or with respect to any Straddle Period) without the prior written consent of Seller to the extent such amendment, refiling or modification could increase the Tax liabilities for which Seller may be liable under this Agreement. (iv) Buyer shall promptly cause the Company and each Subsidiary to prepare and provide to Seller such Tax information as Seller reasonably requests to enable Aon to prepare and file all Tax Returns required to be prepared and filed by it pursuant to Section 8.1(b)(i). Buyer shall cause such information to be delivered to Aon as soon as practicable after such request; provided, however, that so long as Seller shall pay Purchaser (in accordance with makes such request at least 90 days prior to the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that due date of the relevant Tax Period ended as of Return, Buyer shall provide such information no later than 60 days prior to the close of business on the Closing Date unless date the relevant Tax Authority will not accept a Tax Return is required to be filed on that basis(after taking into account all applicable extensions).

Tax Returns. Seller (a) The Sellers shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns with respect to the Purchased Assets or the Purchased Entities for any Pre-Closing Tax Period (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as other than a Straddle Period). All such Tax Returns relate shall be prepared in a manner consistent with past practice, unless otherwise required by Law. The Sellers shall provide Buyer with a copy of any such Tax Return that is required to be filed by a Purchased Entity after the Acquired Company). Seller shall permit Purchaser Closing Date at least thirty (30) days prior to review and comment on each Separate Company Income the last date (giving effect to any valid extensions thereof) for timely filing such Tax Return prior to filing (or such shorter period as is reasonable taking into account the applicable taxable period, due date and Taxes) for Buyer’s review, comment and approval. The Sellers shall make such revisions as are reasonably requested incorporate all reasonable comments provided by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due Buyer with respect to such Income Tax Returns. Purchaser To the extent necessary to comply with applicable Law, Buyer shall execute or cause to be executed and file or cause to be filed any such Tax Return as prepared by Sellers. Buyer shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely shall file or cause to be timely filed all other Tax Returns of with respect to the Acquired Company Purchased Assets and the Subsidiaries Purchased Entities for Pre-Closing Tax all Straddle Periods that are due required to be filed after the Closing Date (including Date; provided that such Tax Returns shall be prepared in a manner consistent with past practice, unless otherwise required by Law. Before filing any Tax Return with respect to any Straddle Period Separate Company Income Period, Buyer shall provide the Sellers with a copy of such Tax Returns.) Purchaser shall permit Seller Return at least thirty (30) days prior to review and comment on each the last date (giving effect to any valid extensions thereof) for timely filing such Tax Return prior (or such shorter period as is reasonable taking into account the applicable taxable period, due date and Taxes) accompanied 53 by a statement calculating in reasonable detail Sellers’ indemnification obligation, if any, pursuant to filing and Section 8.1(a). Buyer shall make such revisions to such Tax Returns as are reasonably requested incorporate all reasonable comments provided by the Seller. Purchaser shall pay all Taxes due Sellers with respect to such Tax Returns; providedReturns to the extent such comments relate to Taxes for which the Sellers are liable pursuant to this Agreement. If for any reason the Sellers do not agree with Buyer’s calculation of its indemnification obligation, howeverthe Sellers shall notify Buyer of its disagreement within fifteen (15) Business Days of receiving a copy of the Tax Return and Buyer’s calculation (or such shorter period as is reasonably requested by Buyer taking into account the applicable taxable period, that Seller due date and Taxes). If the Parties are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Buyer shall pay Purchaser file the Tax Return as originally prepared (in accordance with but, reflecting any items on which the procedures Parties have agreed) and shall later amend such Tax Return if necessary following the resolution of such dispute pursuant to the method set forth in Section 8.03(f8.6. If the Sellers agree with Buyer’s calculation of its indemnification obligation, the Sellers shall pay to Buyer the amount of the Sellers’ indemnification at the time specified in Section 8.1(d). (b) for Unless otherwise required by Law, Buyer shall not (and shall not cause or permit the Purchased Entities to) amend, refile or otherwise modify any amount owed by Seller pursuant Tax Return relating to Section 8.03 the Purchased Entities with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree any taxable period that ends on or prior to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on without the basis that the relevant Tax Period ended as prior written consent of the close of business on the Closing Date unless the relevant Tax Authority will Sellers, which consent shall not accept a Tax Return filed on that basisbe unreasonably withheld, conditioned or delayed.

Tax Returns. Seller shall prepare or cause to The parties agree that each of Empire and Regis will be prepared responsible for the timely filing of all Income Tax Returns which include for the Acquired Company or any of the Subsidiaries for all Tax Periods taxable periods ending on or prior to before the Closing Date which with respect to the Empire Business and CLIC and Regis Business and the Regis Subsidiaries, respectively. Where permitted under applicable law, Empire (or, if permitted, Newco) shall cause the taxable year of Empire Sub and CLIC to end on the Closing Date and Regis (or, if permitted, Newco) shall cause the taxable year of each Regis Subsidiary to end on the Closing Date. Each of Newco, the Regis Subsidiaries and the Empire Business will exert their reasonable efforts in providing information requested by Regis and Empire in order for Regis and Empire to prepare and file all required Tax Returns on a timely basis. All Tax Returns shall be prepared in a manner consistent with past practice. The Parties understand that the Regis Subsidiaries are filed after each separately responsible for all Taxes properly due and payable by them, including a portion of consolidated, unitary, or combined Taxes properly attributable to them. To the extent that Taxes owed have not been paid or are not properly accrued on the books of the Regis Subsidiaries and included in the calculation of the ▇▇▇▇▇ ▇▇▇▇ Amount (and in the case of such Taxes accrued but unpaid as of December 31, 2006, are not included as Current Liabilities in the calculation of Special Working Capital), Regis agrees that it will be ultimately responsible for the Tax liabilities of the Regis Subsidiaries for taxable periods ending on or before the Closing Date and shall file or cause to also be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies ultimately responsible for the payment of such Consolidated Income Tax Returns insofar as such Tax Returns relate any Taxes owed that are attributable to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review portion of a period ending on the Closing Date in case of a taxable period that begins before the Closing Date and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due ends after the Closing Date (including “Straddle Period”). To the extent that Taxes owed have not been paid, reflected in the calculation of the Empire Cash Amount or accrued by Empire as of December 31, 2006, Empire shall be responsible for the payment of any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due owed with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns of CLIC or the Empire Business for the taxable periods including ending on or before the Closing Date on and shall also be responsible for the basis payment of any Taxes owed that are attributable to the relevant Tax Period ended as portion of the close of business a period ending on the Closing Date unless in case of a Straddle Period. Amounts for Taxes owed pursuant to the foregoing sentence (whether or not accrued by Empire as of December 31, 2006) shall be either (i) paid by Empire prior to Closing or (ii) to the extent not paid prior to Closing, assumed by Newco in the Empire Contribution and paid by Newco after Closing (without any right of contribution or reimbursement from Empire), and, in either such case, to the extent that such Taxes have not have not been accrued by Empire as of December 31, 2006 and have not otherwise been taken into account in the calculation of the Empire Cash Amount, such Taxes shall be included in the calculation of the Empire Cash Amount.. To the extent that Taxes previously paid by Regis or Empire on behalf of the Regis Subsidiaries or Empire Business, respectively, (including any estimated tax payments for a current year) exceeds the Tax liability for such period (or portion thereof), resulting in an overpayment of Taxes for that period (or portion thereof), Regis or Empire, as the case may be, shall be entitled to any refund (or credit) of such overpayment, but only to the extent, with respect to any refund attributable to a Regis Subsidiary for a period prior to December 31, 2006, such refund (or tax overpayment) was not reflected in the Special Working Capital. The parties will provide reasonable cooperation to the other in obtaining such refund or credit. For purposes of this Section 7.7(a), in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax that is attributable to the portion of such taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such 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 the Closing Date and the denominator of which is the number of days in the entire taxable period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount that would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. For each of the Straddle Period Tax Authority will not accept Returns, upon completion and filing of the Tax Returns, each of Empire and Regis shall be provided with a copy of the Tax Return filed on and a calculation allocating the Tax liability between Regis, Empire and Newco, the amount of Tax previously paid by Regis or Empire against that basisTax, and the amount of Tax payable to or due from Regis or Empire with respect to that Tax. Proper support for the calculation will be provided.

Tax Returns. Seller shall prepare or cause (i) Sellers shall, to be prepared all Income the extent permitted by law and consistent with prior year practice, include Bank and the Subsidiaries in the consolidated federal income Tax Returns which include the Acquired Company and in any combined, consolidated or any of the Subsidiaries unitary state or local income Tax Returns filed by Sellers for all Tax Periods tax periods or portions thereof ending on or prior to the Closing Date which are filed after Date. To the Closing Date extent such tax returns relate to Bank and the Subsidiaries, Sellers shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with submit copies of such Consolidated Income Tax Returns insofar as to Buyer (at least 30 days prior to the extended due date) for its review. Sellers shall prepare and file such Tax Returns to the extent that they relate to Bank and the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (Subsidiaries on a basis consistent with past the returns filed by or on behalf of Sellers for the preceding tax period. (ii) Sellers shall prepare, submit copies to Buyer (at least 30 days prior to the extended due date) for its review, and thereafter file all state, county, local and foreign Tax Returns of the Acquired Company and the Subsidiaries(other than those referred to in Section 8.3(f)(i) and timely file or cause required to be timely filed all other Tax Returns of the Acquired Company by Bank and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date for all tax periods ending on or before the Closing Date. All such returns shall be prepared on a basis consistent with the returns filed by or on behalf of Sellers for the preceding tax period. (including iii) Buyer shall, or shall cause Bank and the Bank Subsidiaries, to prepare and file all state, county, local and foreign Tax Returns required to be filed by Bank and the Bank Subsidiaries after the Closing Date for all tax periods ending after the Closing Date. To the extent that Sellers are responsible for any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to Taxes in such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in this Section 8.03(f)8.3, Buyer shall furnish copies of such returns to Sellers for its review at least 30 days prior to the extended due date. (iv) Sellers shall pay (or reimburse Bank or the Bank Subsidiaries for any amount owed by paying) and Buyer shall pay (or reimburse Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause for paying) the Acquired Company and Taxes reportable on the Subsidiaries to file all Tax Returns for referred to in Sections 8.3(f)(i), (ii) and (iii) to the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisextent provided in Section 8.3.

Tax Returns. Seller (a) The Selling Stockholders shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any income of the Subsidiaries Company for all Tax Periods ending on or prior to periods through the Closing Date which are filed after (including any deferred amounts triggered into income under Section 1.1502-13 of the Treasury regulations and any excess loss account taken into income under Section 1.1502-19 of the Treasury regulations) on the consolidated federal income Tax Returns of the applicable Relevant Group. The Selling Stockholders shall pay any federal income Taxes attributable to such income. The Company will furnish Tax information to the Selling Stockholders for inclusion in the consolidated federal income Tax Return of the applicable Relevant Group for the period that includes the Closing Date in accordance with past custom and practice of the Company. The Selling Stockholders will allow Buyer an opportunity to review and comment upon such Tax Returns (including any amended Tax Returns) to the extent that they relate to the Company. The principles of this Section 9.05(a) shall apply to any state or local income Tax for which the Company files a combined, consolidated, unitary or similar Tax Return with any Affiliate of the Selling Stockholders. (b) The Selling Stockholders shall file or cause to be filed all such Consolidated Income separate Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company)Company for all taxable periods that end on or before the Closing Date. Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller The Selling Stockholders shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared paid all Tax liabilities shown by such Tax Returns to be due. (on a basis consistent with past c) Buyer shall be responsible for the preparation and timely filing of all Tax Returns of the Acquired Company for all taxable periods that end after the Closing Date. (d) With respect to a Tax Return of the Company for any taxable period that begins on or before the Closing Date and ends after the SubsidiariesClosing Date, at least twenty (20) and timely file or days prior to the due date (giving effect to any extension thereof) of such Tax Return, Buyer shall cause to be timely filed all other Tax Returns presented to the Selling Stockholders for the Selling Stockholders' approval (such approval not to be unreasonably withheld) a copy of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior accompanied by an allocation of the Taxes shown to filing be due thereon between the portion of such period up to and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on and the basis that portion of such period beginning after the relevant Closing Date. Not later than ten (10) days before the due date (giving effect to any extension thereof) of such Tax Period ended as Return, the Selling Stockholders shall pay to the Company the portion of the close Taxes so allocated to the portion of business on such period up to and including the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisDate.