Common use of Tax Returns Clause in Contracts

Tax Returns. (a) Seller shall prepare or shall cause to be prepared (i) any combined, consolidated or unitary Tax Return that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least 30 days prior to the due date for filing such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required to be filed by or with respect to the Company or any of its Subsidiaries for any Straddle Tax Period before the later of (i) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaser.

Tax Returns. (a) Seller shall prepare or shall cause to be prepared (i) any combined, consolidated or unitary Tax Return that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined all Tax Return and any Pre-Closing Separate Tax Return Returns of or with respect to the Purchased Assets (including the Purchased Subsidiary) that is are required to be filed on or before prior to the Closing Date (taking into account Date, or that are for any extensions)Tax period ending on or prior to the Closing Date, regardless of whether required to be filed before, on or after the Closing Date. In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller Buyer shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least 30 days prior to the due date for filing such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such all Tax Returns and timely pay any Taxes shown of or with respect to the Purchased Assets (including the Purchased Subsidiary) required to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all after the Closing Date for taxable periods ending after the Closing Date. All Tax Returns with respect to the Company and its Subsidiaries Purchased Assets (including the Purchased Subsidiary) prepared by or on behalf of Seller, or prepared by or on behalf of Buyer for a Straddle Period, shall be prepared in a manner consistent with prior Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required to be Returns filed by or with respect to the Company Purchased Assets (including the Purchased Subsidiary), except as otherwise required by applicable Law. Subject to Section 7.2(e), Seller or Buyer, as applicable, shall timely remit or cause to be remitted to the appropriate Governmental Authority all Taxes shown to be due on such Tax Returns. Seller shall provide any of its Subsidiaries Tax Returns for any Straddle Tax Period before the which it is responsible pursuant to this Agreement to Buyer no later of (i) as soon as reasonably practicable and (ii) than 30 days prior to the due date thereof (taking into account filing thereof; and any extensions) accompanied by a statement calculating disputes concerning the manner in reasonable detail Seller’s indemnification obligation, if any, pursuant to which such Tax Returns are prepared shall be resolved as provided in Section ‎7.17.2(f). If To the extent Seller would be responsible for all or any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy portion of the Taxes shown on any Tax Return and Purchaser’s calculation (but in any event within for a reasonable period of time Straddle Period, such Tax Return shall be provided to Seller no later than 30 days prior to the last date for timely filing thereof; and any disputes concerning the manner in which such Tax ReturnReturns are prepared shall be resolved as provided in Section 7.2(f). Except as required by a determination of a Governmental Authority, neither Buyer nor Seller and Purchaser shall use commercially reasonable efforts amend or permit to settle the dispute be amended any Tax Returns with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return Purchased Assets (giving effect to valid extensions), Purchaser shall file including the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (cPurchased Subsidiary) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to amendment by or permitted by Buyer could increase the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return liability of Seller and (ii) Purchaser shall not be required to provide hereunder, or such amendment by or permitted by Seller could adversely affect Buyer or any Person with any consolidated, combined, affiliated, aggregate or unitary of its affiliates for the Post-Closing Tax Return (or copy thereof) of PurchaserPeriod.

Tax Returns. (ai) Seller shall prepare or shall cause to be prepared (i) any combined, consolidated or unitary Tax Return that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliverprepare, or cause to be deliveredprepared, to Purchaser all Pre-Closing Separate any Tax Returns of the Company for any taxable period ending on or before the MSA Effective Date that are required to be filed after the Closing MSA Effective Date (each, a “Seller-Prepared Tax Return”). All Seller-Prepared Tax Returns shall be prepared in accordance with applicable Law. To the extent Seller plans to take a “reasonable basis” reporting position in any Seller-Prepared Tax Return that Section 280E of the Code does not apply to the Company, the Company shall obtain a comprehensive third-party opinion from outside Tax counsel regarding such “reasonable basis” position and shall disclose such position on IRS Form 8275 in each such Seller-Prepared Tax Return. Seller shall provide to Buyer draft copies of such Seller-Prepared Tax Returns, as well as provide reasonable access to the books, records and work papers used to produce and support such Seller-Prepared Tax Returns, at least 30 thirty (30) days prior to the due filing date for any income tax returns, and fifteen (15) days prior to the filing deadline for any other Tax Returns, and permit Buyer to review and comment on each such Seller-Prepared Tax Return prior to filing. Seller shall incorporate such revisions to such Seller-Prepared Tax Returns (taking into account any extensions), or as early as possible before such due date if, at are reasonably requested by Buyer that are in accordance with the time most recent tax practices of Closing, any such Tax Return is due the Company and in less than 30 days, together accordance with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are dueapplicable Law, and Purchaser shall timely thereafter file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (bii) Purchaser The Company shall prepare and timely file prepare, or cause to be prepared and timely filed all prepared, any Tax Returns with respect to of the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return periods ending after the MSA Effective Date that is are required to be filed after the MSA Effective Date (each, a “Company-Prepared Tax Return”). All Company-Prepared Tax Returns shall be prepared in accordance with applicable Law and the most recent tax practices of the Company, unless otherwise required by or with respect applicable Law. The Company shall (and Seller shall cause the Company to) provide to Seller and Buyer draft copies of such Company-Prepared Tax Returns, as well as provide reasonable access to the Company or any of its Subsidiaries for any Straddle books, records and work papers used to produce and support such Company-Prepared Tax Period before the later of Returns at least thirty (i30) as soon as reasonably practicable and (ii) 30 days prior to the due filing date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligationincome tax returns, Seller shall notify Purchaser of its disagreement within 15 and fifteen (15) days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date filing deadline for timely filing any other Tax Returns, and permit Seller and Buyer to review and comment on each such Company-Prepared Tax Returns as are reasonably requested by Seller and Buyer that are in accordance with the most recent tax practices of the Company and in accordance with applicable Law, and shall thereafter file such Tax Return)Returns. Notwithstanding the foregoing, the Seller and Purchaser shall use commercially reasonable efforts to settle not have any of the dispute rights set forth in the preceding sentence with respect to such indemnification obligation promptly. If Seller and Purchaser any Tax Returns which are unable to resolve any dispute prior to filed after the due date of Closing Date, which such Tax Return (giving effect to valid extensions), Purchaser Returns shall file be the Tax Return as originally prepared (but, reflecting any items on which Seller economic and Purchaser have agreed), legal responsibility and the dispute resolution provisions obligation of Section ‎7.15 shall applyBuyer. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaser.

Tax Returns. (a) Seller shall prepare or (at the sole cost and expense of Seller), and Seller shall cause the Acquired Company to be prepared (i) any combinedfile, consolidated or unitary all Tax Return that includes any member Returns of the Seller Group, on the one hand, and the Acquired Company or any of its Subsidiaries, on the other hand (a “Combined for Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends periods ending on or before prior to the Closing Date (a “"Pre-Closing Separate Tax Return”Returns") and any Tax Returns for which the Acquired Company is included in the U.S. federal, state or local consolidated, combined or unitary group that includes Seller ("Seller Tax Returns"). Seller shall timely file or cause promptly pay on behalf of the Acquired Company any and all Taxes due with respect to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Returns. Such Pre- Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller Returns shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity practice (except as otherwise required by Law or of Seller with respect to such entityas otherwise required by this Agreement). , and Seller shall prepare and deliver, provide or cause to be delivered, to Purchaser all provided any such Pre-Closing Separate Tax Returns that are required Return to be filed after the Closing Date Buyer at least 30 fifteen (15) days prior to the due date for filing of such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Pre-Closing Tax Return is due (after applicable extensions) for Buyer's review and comment. Seller shall (i) consider in less than 30 days, together good faith any comments timely received from Buyer with payment for respect to any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Pre- Closing Tax Returns and timely pay (ii) reasonably consider any Taxes shown comments from Buyer with respect to be due with such the Pre- Closing Tax Returns. (b) Purchaser . Buyer shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of the Acquired Company that are not Pre-Closing Tax Returns. The parties shall prorate the responsibility for the reasonable fees and expenses incurred by Buyer in the preparation of Tax Returns for Straddle Periods, with such proration based on the relative shares of each party with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required to be filed by or with respect to the Company or any of its Subsidiaries for any Straddle Tax Period before the later of (i) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute Taxes owed with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of determined under Section ‎7.15 shall apply7.7. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaser.

Tax Returns. (a) Seller Stockholders' Agent shall prepare and file or shall cause to be prepared (i) any combined, consolidated or unitary and filed when due all Tax Return Returns that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is are required to be filed by or with respect to the Company Target for taxable years or any of its Subsidiaries for any taxable period that ends periods ending on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller Date, and Stockholders' Agent shall timely file remit or cause to be timely filed remitted any Combined Taxes due in respect of such Tax Return and any Pre-Closing Separate Returns. To the extent allowed by law, all such Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller Returns shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices practice. Stockholders' Agent shall provide a copy of the relevant entity (or of Seller with respect to all such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date Acquiror at least 30 thirty (30) days prior to the due date for filing such Tax Returns (taking into account any extensions)or, or if required to be filed within forty-five (45) days after the Closing Date, as early soon as possible before following the Closing Date and sufficiently in advance of filing that the Acquiror shall have a reasonable opportunity to review and comment on such due date ifTax Returns). To the extent that any positions taken on such Tax Returns could reasonably be expected to affect Acquiror or the Surviving Corporation with respect to any Tax period after the Closing Date, at Acquiror shall have the time right to approve (which approval shall not be unreasonably withheld or delayed) such Tax Returns. For this purpose, Acquiror's withholding of Closing, any approval of a Tax Return based upon Stockholders' Agent's failure to adopt in such Tax Return an alternative reporting position suggested to Stockholder's Agent in writing by Acquiror pursuant to the procedure described herein shall be deemed reasonable if the reporting position proposed by the Acquiror on such Tax Return is due "more likely than not" to prevail as defined in less Treas. Reg. Section 1.6662-4(d)(2) (it being understood that such "more likely than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such not" standard shall be applied whether or not the underlying Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Return is an income Tax Returns and timely pay any Taxes shown to be due with such Tax ReturnsReturn). (b) Purchaser Acquiror shall prepare and timely file or cause to be prepared and timely filed when due all Target Tax Returns with that are required to be filed for taxable years or periods ending after the Closing Date, and Acquiror shall remit or cause to be remitted any Taxes due in respect to of such Tax Returns. To the Company and its Subsidiaries for Straddle extent any Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of shown as due on any such Tax Return that is are payable by Target stockholders (whether through a claim for indemnification under this Agreement or otherwise): (A) such Tax Return shall be prepared in a manner consistent with the prior practice of Target unless otherwise required to by law; (B) such Tax Return shall be filed by or with respect provided to the Company or any of its Subsidiaries for any Straddle Tax Period before the later of Stockholders' Agent at least thirty (i30) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof for filing such return (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligationor, if anyrequired to be filed within forty-five (45) days after the Closing Date, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation as soon as possible following the Closing Date and sufficiently in advance of its indemnification obligation, Seller filing that the Stockholders' Agent shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within have a reasonable period of time prior opportunity to the last date for timely filing review and comment on such Tax Return); and (C) the Stockholders' Agent shall have the right to approve (which approval shall not be unreasonably withheld or delayed) such Tax Return. Seller and Purchaser shall use commercially reasonable efforts For this purpose, Stockholders' Agent's withholding of approval of a Tax Return based upon Acquiror's failure to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of adopt in such Tax Return (giving effect an alternative reporting position suggested to valid extensions), Purchaser shall file Acquiror in writing by the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything Stockholders' Agent pursuant to the contrary in this Agreement or any Final Ancillary Document, except to procedure described herein shall be deemed reasonable if the extent reporting position proposed by the Stockholder's Agent on such Tax Return relates solely is "more likely than not" to prevail as defined in Treas. Reg. Section 1.6662-4(d)(2) (it being understood that such standard shall be applied whether or not the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary underlying Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary is an income Tax Return (or copy thereof) of PurchaserReturn).

Tax Returns. (a) Seller shall prepare or shall cause to be prepared (i) any combinedThe taxable year of the Company and, consolidated or unitary Tax Return to the extent permitted by applicable Law, each Company Subsidiary, that includes any member the Closing Date shall close at the end of the Seller Group, day on the one handClosing Date for all income Tax purposes, and all income Tax Returns shall be filed consistently with the foregoing. (ii) The parties agree that any deduction from taxable income of the Company and the Company Subsidiaries arising in connection with the transactions contemplated hereby shall be allocable to Pre-Closing Tax Periods to the extent that such deduction is in fact legally deductible during the Pre-Closing Tax Period under applicable Law, and the Company or any parties shall cause their Affiliates to treat such deductions as arising in Pre-Closing Tax Periods for purposes of its Subsidiaries, on the other hand (a “Combined this Agreement and for all income Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect purposes to the Company or any of its Subsidiaries for any taxable period that ends maximum extent permitted by applicable Law. (iii) For all applicable Tax periods ending on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Date, the Seller shall timely file cause the Company to join in any Combined Tax Returns to the extent permissible under applicable Law, and the Seller shall pay, and be responsible for, any Taxes attributable to the Company with respect to such Tax Returns. (iv) Other than the Tax Returns described in Section 7.9(a)(iii), Buyer shall (i) prepare, or cause to be timely filed prepared, any Combined Tax Return and any Returns for Pre-Closing Separate Tax Return that is required to be Periods of the Company and the Company Subsidiaries filed on or before after the Closing Date and (taking into account any extensions). In the case of any such Combined Tax Return ii) pay, and any Pre-Closing Separate Tax Returnbe responsible for, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller all Taxes with respect to such entity). Seller Tax Returns; provided that, Buyer shall prepare and (x) deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least 30 days prior to the due date for filing such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Returns that report any Taxes in respect of the Restructuring to the Seller at least twenty (20) days prior to the date on which such Tax Return that is required to be filed by or with respect to the Company or any of its Subsidiaries for any Straddle Tax Period before the later of (i) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any consideration applicable extensions) accompanied by a statement calculating in reasonable detail for the Seller’s indemnification obligationreview and comment, if any, pursuant to Section ‎7.1. If for and shall make any reason reasonable comments provided by the Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 ten (10) days of receiving a copy the receipt thereof and (y) not file any Tax Return referenced in clause (x) above without the prior written consent of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions)Seller, Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidatedunreasonably withheld, combined conditioned or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaserdelayed.

Tax Returns. (a) The Seller Representative shall prepare prepare, or shall cause to be prepared (i) any combined, consolidated or unitary Tax Return that includes any member of the Seller Group, on the one handprepared, and the Company file, or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required cause to be filed by or with respect to all Tax Returns for the Company or any of its Subsidiaries for any taxable tax period that ends ending on or before the Closing Date (a “Pre-Closing Separate Tax Return”)Date. Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared All such Tax Return Returns shall be prepared, to the extent permitted by Law, in a manner consistent with past practices of practice. To the relevant entity (or of Seller with respect to extent any such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date Date, at least 30 fifteen (15) days prior to the due date for filing such Tax Returns, the Seller Representative shall deliver, or cause to be delivered, such Tax Returns to the Purchaser. The Purchaser shall timely file, or cause to be timely filed all Tax Returns described in the previous sentence. (b) The Purchaser shall prepare, or cause to be prepared, all Straddle Period Tax Returns. At least thirty (30) days prior to the due date for filing any Straddle Period Tax Returns, the Purchaser shall deliver to the Seller Representative for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of such Tax Returns (taking into account accompanied by an allocation pursuant to Section 7.01(c) between the Pre-Closing Tax Period and the Post-Closing Tax Period of the Taxes shown to be due on such Tax Return). Not later than fifteen (15) days before the due date of such Tax Returns the Purchaser shall reflect any extensions)reasonable comments received from the Seller Representative. Thereafter, the Purchaser shall timely file, or as early as possible before such due date ifcause to be timely filed, at the time of Closing, all Straddle Period Tax Returns and pay any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes amounts shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required to be filed by or with respect to the Company or any of its Subsidiaries for any Straddle Tax Period before the later of (i) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or The Purchaser shall prepare and file all Post-Closing Tax Period Tax Returns and pay any Final Ancillary Document, except to the extent amounts shown as due on such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of PurchaserReturns.

Tax Returns. (a) Seller shall prepare or shall cause to be prepared (i) any combined, consolidated or unitary Tax Return that includes any member of Following the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax ReturnClosing, Seller shall prepare or cause to be prepared at its own expense, and Buyer and Seller shall take such actions necessary to cause to file when due (taking into account all extensions validly obtained), all Tax Returns of the Company for any taxable period ending on or before the Closing Date that are to be filed after the Closing. All such Tax Return Returns shall be prepared and filed in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity)practice, unless otherwise required by applicable Law. Seller shall prepare deliver a draft of each such Tax Return that pertains to a Company-level Tax to Buyer for review and delivercomment at least twenty (20) days prior to the date such Tax Return is to be filed and shall consider in good faith all reasonable comments on such Tax Return made by the Purchaser no less than five (5) days prior to such filing due date under applicable Law. (b) Following the Closing, Buyer shall file, or cause to be deliveredfiled, to Purchaser when due (taking into account all Pre-Closing Separate extensions validly obtained) all Tax Returns that are required to be filed after by the Closing Date Company that relate to a Straddle Period (excluding any income Tax Returns). All such Tax Returns shall be prepared and filed in a manner consistent with past practice, unless otherwise required by applicable Law. Buyer shall deliver a draft of each such Tax Return to Seller for review and comment at least 30 twenty (20) days prior to the due date for filing such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on to be filed and shall make such revisions to such Tax Returns not as are reasonably requested by Seller no less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b5) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required to be filed by or with respect to the Company or any of its Subsidiaries for any Straddle Tax Period before the later of (i) as soon as reasonably practicable and (ii) 30 days prior to the such filing due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall applyunder applicable Law. (c) Notwithstanding anything to Except as specifically provided in Section 6.3(b), Buyer shall not, and shall not permit or cause the contrary in this Agreement Company or any Final Ancillary Document, except to the extent such Tax Return relates solely to the CompanyAffiliate of Buyer to, (i) Seller shall not file or amend (or cause to be required to provide filed or amended), or grant an extension of any Person statute of limitation with respect to, any consolidated, combined or unitary Tax Return of Seller and the Company that pertains to a Pre-Closing Tax Period, (ii) Purchaser shall not be required to provide initiate or enter into any Person voluntary disclosure agreement with any consolidatedGovernmental Authority that pertains to a Pre-Closing Tax Period, combined(iii) make any election affecting the Company that pertains to a Pre-Closing Tax Period, affiliated, aggregate or unitary Tax Return (iv) take any other action that could increase Seller’s (or copy thereofits Affiliates’) liability for Taxes to any Governmental Authority or to Buyer under this Agreement, in each case without the prior written consent of PurchaserSeller (such consent not to be unreasonably withheld, conditioned or delayed).

Tax Returns. (a) Seller HoldCo shall prepare and timely file, or shall cause to be prepared (i) any combinedand timely filed, consolidated or unitary all Tax Return that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is Returns required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period it that ends are due on or before the Closing Date (a “Pre-Closing Separate Tax Return”taking into account any extensions). Seller , and shall timely file or cause to be timely filed any Combined Tax Return pay all Taxes that are due and any Pre-Closing Separate Tax Return that is required to be filed payable on or before the Closing Date (taking into account any extensions). In the case of any Any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller Return shall prepare or cause to be prepared such Tax Return in a manner consistent with Section 9.2(c) and past practices of the relevant entity practice (or of Seller with respect to such entityunless otherwise required by Applicable Law). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least 30 days prior to the due date for filing such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser Buyer Parties shall cause each Company to prepare and timely file file, or cause to be prepared and timely filed filed, all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required to be filed by or such Company after the Closing Date with respect to a Pre-Closing Tax Period. Any such Tax Return shall be prepared in a manner consistent with Section 9.2(c) and past practice (unless otherwise required by Applicable Law) and, if it is an income or other material Tax Return, shall be submitted by Buyer Parties to Stockholder Representative (together with schedules, statements and, to the Company or any of its Subsidiaries for any Straddle Tax Period before the later of extent requested by Stockholder Representative, supporting documentation) at least forty-five (i45) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any including extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller If Stockholder Representative objects to any item on any such Tax Return that relates to a Pre-Closing Tax Period, it shall, within ten (10) days after delivery of such Tax Return, notify Parent in writing that it so objects, specifying with particularity any such item and Purchaser stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, (i) in the case of a Tax Return that relates solely to a Pre-Closing Tax Period, to the extent the Stockholders have an obligation under Article 7 which has not expired or lapsed, Stockholder Representative’s objection shall control and shall be taken into account on the applicable Tax Return unless otherwise required by Applicable Law as reasonably determined by Buyer Parties and (ii) in the case of any Tax Return that relates to a Straddle Period, Buyer Parties and Stockholder Representative shall negotiate in good faith and use their commercially reasonable efforts to settle resolve such items. If Buyer Parties and Stockholder Representative are unable to reach an agreement within ten (10) days after receipt by Buyer Parties of such notice, the dispute with respect disputed items shall be resolved by the Dispute Advisor and any determination by the Dispute Advisor shall be final. The Dispute Advisor shall resolve any disputed items within ten (10) days of having the item referred to it pursuant to such indemnification obligation promptlyprocedures as it may require. If Seller and Purchaser are the Dispute Advisor is unable to resolve any dispute disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Buyer Parties and then amended to reflect the Dispute Advisor’s resolution. The costs, fees and expenses of the Dispute Advisor shall be borne equally by Buyer Parties and Stockholder Representative. Notwithstanding the foregoing or any other provision in this Agreement, the Stockholders shall not be liable for any Taxes (A) that were taken into account as liabilities in computing the Closing Net Working Capital, (B) that were paid prior to the due date Closing (including through payments of such Tax Return estimated Taxes) or (giving effect to valid extensions)C) that were incurred as a result of actions taken by or at the direction of Buyer Parties without the consent of Stockholder Representative, Purchaser shall file on the Tax Return as originally prepared Closing Date, outside of the ordinary course of business, or after the Closing (butincluding the Distributions, reflecting any items on which Seller and Purchaser have agreed), the Conversions and the dispute resolution provisions Intermediate Sale). Any overpayment of Section ‎7.15 Taxes for a Pre-Closing Tax Period that was not taken into account in computing the Closing Net Working Capital shall applybe paid to Stockholder Representative on behalf of the Stockholders. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the CompanyFor avoidance of doubt, (i) Seller the income Tax Returns of the Companies for any Pre-Closing Tax Period shall not be claim all deductions, including deductions for net operating losses carryovers and carrybacks, in each case from a Pre-Closing Tax Period to another Pre-Closing Tax Period to which the Companies are entitled to claim consistent with past practice (unless otherwise required to provide any Person with any consolidatedby Applicable Law), combined or unitary Tax Return of Seller and (ii) Purchaser all Transaction Tax Deductions shall not be claimed in a Pre-Closing Tax Period unless otherwise required to provide by Applicable Law, in which case such amounts shall be treated as arising in a Pre-Closing Tax Period for purposes of determining any Person indemnification obligations with any consolidatedrespect to, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of PurchaserTaxes.

Tax Returns. (a1) Seller Parent shall prepare or shall cause to be prepared (ix) any combined, consolidated or unitary Tax Return that includes any member of the Seller Parent Group, on the one hand, and the any Acquired Company or any of its SubsidiariesNewco, on the other hand (a “Combined Tax Return”) ), and (iiy) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the any Acquired Company or any of its Subsidiaries Newco for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller Parent shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions) and any Combined Tax Return. Parent shall deliver, or cause to be delivered, to Buyer all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least fifteen (15) days prior to the due date for filing such Tax Returns (taking into account any extensions) and Buyer shall timely file or cause to be timely filed such Tax Returns. Buyer shall not amend or revoke any Combined Tax Return or any Pre-Closing Separate Tax Returns (or any notification or election relating thereto) without the prior written consent of Parent. At Parent’s request, Buyer shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Buyer shall promptly provide (or cause to be provided) to Parent any information reasonably requested by Parent to facilitate the preparation and filing of any Tax Returns described in this Section 5.16(a)(1). (2) Except for any Tax Return required to be prepared by Parent pursuant to Section 5.16(a)(1), Buyer shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to each Acquired Company. In the case of any such Combined Tax Return and any Pre-Closing for a Straddle Period (a “Straddle Period Separate Tax Return”), Seller Buyer shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity Acquired Company (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least 30 days prior to the due date for filing such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns Parent with respect to the Company and its Subsidiaries for Straddle Tax PeriodsAcquired Company) unless otherwise required by Law. Purchaser Buyer shall deliver to Seller Parent for its review review, comment and comment approval a copy of any such Straddle Period Separate Tax Return that is required to be filed by or with respect to the Company or any of its Subsidiaries for any Straddle Tax Period before the later of Returns at least thirty (i30) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant ). Parent shall provide any comments to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the such Straddle Period Separate Tax Return and Purchaser’s calculation not later than fifteen (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to 15) days before the due date of such thereof (taking into account any extensions). Unless Buyer disagrees with any position taken in Parent’s comments, Buyer shall revise the Straddle Period Separate Tax Return (giving effect to valid extensions)reflect such comments. If there is a disagreement between Parent and Buyer as to any position to be taken on the Straddle Period Separate Tax Return, Purchaser shall file such disagreement will be resolved by an independent accounting firm of national standing that has no material relationships with any of the Tax Return as originally prepared (butParties, reflecting any items on which Seller mutually selected by Buyer and Purchaser have agreed)Seller, and the dispute resolution provisions determination of Section ‎7.15 such independent accounting firm shall applybe deemed final, conclusive and binding on the Parties. The cost of obtaining such advice will be borne by the Party whose position is not adopted. Buyer shall not amend or revoke any such Straddle Period Separate Tax Returns (or any notification or election relating thereto) without the prior written consent of Parent. At Parent’s request, Buyer shall file, or cause to be filed, amended Straddle Period Separate Tax Returns, subject to Buyer’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). (c3) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary DocumentAgreement, except to the extent such Tax Return relates solely to the Company, (i) Seller Parent shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (x) Parent or a member of the Parent Group or (y) a consolidated, combined or unitary group that includes any member of the Parent Group (including any Combined Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of PurchaserReturn).

Tax Returns. (a) Seller Parent shall prepare (or shall cause to be prepared prepared) in a manner consistent with applicable Law and past practice and file (ior cause to be filed) any combined, consolidated or unitary all Tax Return that includes any member Returns of the Seller Group, Rodeo Entities that are filed on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined separate return basis for all Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends periods ending on or before the Closing Date that are filed after the Closing Date. Parent shall, without duplicating Parent’s indemnity obligation under Section 8.11, pay (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed paid) to Buyer not less than five Business Days prior to the due date of any Combined such Tax Return all Taxes shown as due on such Tax Returns, except to the extent such Taxes are shown as a reserve on the Final Net Working Capital Statement. At least 20 Business Days prior to the filing of any such Tax Returns, Parent shall permit Buyer to review and comment on such Tax Returns and shall make such revisions to such Tax Returns as are reasonably requested by Buyer (provided, however, Parent shall not be required to make any revision requested by Buyer if such revision relates to an item that Parent prepared in accordance with applicable Law and past practice). Buyer shall file such Tax Returns on or prior to the due date thereof. (b) Parent will prepare and file all federal, state, local or foreign Tax Returns with respect to any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date Period (taking into account any extensions). In the case of any such Combined Tax Return and any “Consolidated Pre-Closing Separate Tax ReturnReturns”) that are filed on a consolidated, Seller shall prepare combined or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare unitary basis, include Rodeo, and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least 30 days prior to the due date for filing such Tax Returns (taking into account any extensions)Date, or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified and shall pay all Taxes shown as due on such Tax Returns Returns. The Rodeo Entities will provide, at Parent’s sole expense, all information in their possession and not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause otherwise available to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return Parent that is required to be filed by or with respect to the Company or any of its Subsidiaries for any Straddle included in such Consolidated Pre-Closing Tax Period before the later of (i) Returns as soon as Parent may reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement request within 15 10 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall applyrequest . (c) Notwithstanding anything Buyer shall prepare (or cause to be prepared) in a manner consistent with past practice and file (or cause to be filed) all Tax Returns of the Rodeo Entities that are filed on a separate return basis for all Straddle Periods. At least 20 Business Days prior to the contrary in this Agreement or filing of any Final Ancillary Document, except to the extent such Tax Return relates solely Returns, Buyer shall permit Parent to the Companyreview and comment on such Tax Returns and shall make such revisions to such Tax Returns as are reasonably requested by Parent (provided, (i) Seller however, Buyer shall not be required to provide make any Person revision requested by Parent if such revision relates to an item that Buyer prepared in accordance with any consolidated, combined or unitary Tax Return applicable Law and the past practice of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaserthe Rodeo Entities).

Tax Returns. (a) Seller SPTL shall prepare or shall cause to be prepared (i) any combinedand timely file, consolidated or unitary Tax Return that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared and timely filed, on behalf of the JVC, all Tax Returns of the JVC that are due with respect to any Pre-Closing Tax Period that is not part of a Straddle Period. SPTL shall have authority to determine the manner in which any items of income, gain, deduction, loss or credit arising out of the income, properties and operations of the JVC shall be reported or disclosed in such Tax Return Returns; provided that such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of the relevant entity (or of Seller practice with respect to such entity)items, unless otherwise required by applicable Law. Seller The JVC shall prepare and delivercause an appropriate, authorized person to sign such Tax Returns on behalf of the JVC. SPTL shall pay or cause to be delivered, to Purchaser paid all Pre-Closing Separate Tax Returns that are required to be filed after Taxes imposed on the Closing Date at least 30 days prior to the due date for filing such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes JVC shown as due and owing on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser SPTL shall prepare and timely file file, or cause to be prepared and timely filed filed, on behalf of the JVC, all Tax Returns of the JVC that are due with respect to the Company and its Subsidiaries for a Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any Period; provided that such Tax Return that is Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practice, unless otherwise required by applicable Law. The JVC shall cause an appropriate, authorized person to sign such Tax Returns on behalf of the JVC. SPTL shall pay or cause to be filed by or with respect paid all Taxes attributable to the Company Pre-Closing Straddle Period imposed on the JVC shown as due and owing on such Tax Returns, and the JVC shall pay or any of its Subsidiaries for any Straddle Tax Period before the later of (i) as soon as reasonably practicable and (ii) 30 days prior cause to be paid all Taxes attributable to the Post-Closing Straddle Period imposed on the JVC shown as due date thereof and owing on such Tax Returns. (taking into account any extensionsc) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligationThe JVC shall prepare and timely file, if anyor cause to be prepared and timely filed, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy all Tax Returns of the Tax Return and Purchaser’s calculation (but JVC other than those described in any event within a reasonable period of time prior to the last date for timely filing Section 11.5(a) or Section 11.5(b); provided that such Tax Return)Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practice, unless otherwise required by applicable Law. Seller The JVC shall pay or cause to be paid all Taxes imposed on the JVC shown as due and Purchaser owing on such Tax Returns. (d) The JVC shall use commercially reasonable efforts to settle cause any such Tax Returns contemplated in Section 11.5(c) to be submitted to the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute Shareholders for their review at least ten (10) days prior to the its due date of such Tax Return (giving effect including extensions) unless otherwise agreed to valid extensions), Purchaser shall file by the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall applyShareholders. (ce) Notwithstanding anything The JVC shall cause to be provided to the contrary Shareholders information concerning their respective Taxable income or loss, and each class of income, gain, loss, deduction or credit which is relevant to reporting their respective share of JVC income, gain, loss, deduction or credit, for purposes of any required Tax Returns. Information required for the preparation of each Shareholder’s Tax Returns shall be furnished to each Shareholder, as the case may be, as soon as possible after the close of the JVC’s fiscal year and, in this Agreement or any Final Ancillary Documentevent, except no later than the date on which the income Tax Return for such fiscal year is submitted to the extent such Tax Return relates solely Shareholders for review pursuant to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of PurchaserSection 11.5(d).

Tax Returns. (a) Seller shall prepare be responsible for (i) preparing and filing (or shall cause causing to be prepared (iand filed) any combined, consolidated or unitary all Tax Return that includes any member of Returns with respect to the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the Transferred Companies for Pre-Closing Tax Periods other hand (a “Combined Tax Return”) than Straddle Periods and (ii) paying to the relevant Tax Authority all Taxes of or with respect to the Transferred Companies that are shown as due on such Tax Returns, in each case, within the time and in the manner prescribed by Law. All such Tax Returns shall be prepared and filed in accordance with past practices and the requirements of this Agreement and no position shall be taken on such Tax Returns that could materially adversely affect any of the Transferred Companies after the Closing Date. Buyer shall allow ▇▇▇▇ ▇▇▇▇▇▇ to assist Seller in preparing and filing all Tax Returns described in clause (i) that are due after the Closing Date. (b) Buyer shall be responsible for (i) preparing and filing (or causing to be prepared and filed) all Tax Returns with respect to the Transferred Companies for all Straddle Periods and (ii) paying to the relevant Tax Authority all Taxes shown as due on such Tax Returns, in each case, within the time and in the manner prescribed by Law. Seller shall pay to Buyer an amount equal to all Taxes for Pre-Closing Tax Periods that are shown as due on any such Tax Return and that are not an Excluded Tax, no later than five Business Days before any such Tax is due, by wire transfer of immediately available funds to an account designated by Buyer. Should Seller not make full payment of any such Taxes within such five Business Day period, any amount payable shall be increased by the interest on such amount, compounded daily (other than based on a 365 day year), at the Interest Rate from and including the date that such a payment is due to and including the date of payment. (c) Seller shall timely prepare and send to Buyer any Combined Tax Return) information with respect to GHI and its Subsidiaries that is required to be filed by or with respect included in any Tax Return that Buyer is required to file pursuant to Section 5.3(b). (d) For the avoidance of doubt, this Section 5.3 relates only to the Company process of filing Tax Returns and paying Taxes to the relevant Tax Authority and shall not prejudice or interfere with any indemnification obligations under Section 5.1 (except to the extent that Seller pays Buyer any amounts under clause (b) above). (e) Each of its Subsidiaries for Seller and Buyer shall use reasonable best efforts to make any taxable period that ends on or before the Closing Date (Tax Returns and work papers in respect of a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that Period for which such party is required to be filed on or before responsible for preparing available for review by the Closing Date (taking into account any extensions). In the case other party sufficiently in advance of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least 30 days prior to the due date for filing such Tax Returns (after taking into account any available extensions), or as early as possible before such due but in all events at least 45 days prior to the date if, at the time of Closing, any such Tax Return is due in less than 30 daysrequired to be filed, together to provide such other party with payment for a meaningful opportunity to analyze, comment on and dispute such Tax Returns. The reviewing party shall notify the preparing party of any Seller Indemnified Taxes shown as due on comments or disputes with respect to such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed in advance of the due date for filing such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed after taking into account available extensions), but in all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required to be filed by or with respect to the Company or any of its Subsidiaries for any Straddle Tax Period before the later of (i) as soon as reasonably practicable and (ii) events at least 30 days prior to the due date thereof such Tax Return is required to be filed, to provide such other party with a meaningful opportunity to consider such comments or disputes and for such Tax Returns to be modified, as appropriate, before filing. In the event of any disagreement between Buyer and Seller, such disagreement shall be resolved by an accounting firm of international reputation mutually agreeable to Seller and Buyer (taking into account the “Tax Accountant”), and any extensionssuch determination by the Tax Accountant shall be final unless otherwise not consistent with a determination (as defined in Section 1313(a) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1of the Code). If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy The fees and expenses of the Tax Return Accountant shall be borne equally by Buyer and Purchaser’s calculation (but in Seller. If the Tax Accountant does not resolve any event within a reasonable period of time prior to the last date for timely filing such Tax Return). differences between Seller and Purchaser shall use commercially reasonable efforts to settle the dispute Buyer with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute Tax Return at least five Business Days prior to the due date of therefor, such Tax Return (giving effect to valid extensions), Purchaser shall file be filed as prepared by the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and party having the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent responsibility hereunder for preparing such Tax Return relates solely and amended to reflect the Company, (i) Seller shall not be required to provide Tax Accountant’s resolution. The preparation and filing of any Person with any consolidated, combined or unitary Tax Return with respect to any Transferred Company that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of PurchaserBuyer.

Tax Returns. (a) Seller The Parent shall prepare timely file or shall cause to be prepared timely filed when due (itaking into account all extensions properly obtained) any combined, consolidated or unitary all Tax Return Returns that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is are required to be filed by or with respect to the Company or any of its Companies and the Transferred Subsidiaries for any taxable period Pre-Closing Taxable Periods that ends are due on or before the Closing Date (a “Pre-Closing Separate Date, and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Return”). Seller Returns, and the Acquiror shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date when due (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate extensions properly obtained) all other Tax Returns that are required to be filed after by or with respect to each Company and Transferred Subsidiary and the Acquiror shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed or caused to be filed by the Parent or the Acquiror pursuant to the preceding sentence that relate to Pre-Closing Date at least Taxable Periods or Straddle Periods (x) to the extent permitted by Law, such Tax Returns shall be filed in a manner consistent with the last previous Tax Return relating to the same Taxes filed as of the date hereof, except to the extent failure to do so would not reasonably be expected to result, directly or indirectly, in a material cost to the other party and (y) such Tax Returns shall be submitted to the Parent or the Acquiror, as the case may be, not later than 30 days prior to the due date for filing such Tax Returns (taking into account any extensions)or, or as early as possible before if such due date ifis within 30 days following the Closing Date, at as promptly as practicable following the time of ClosingClosing Date) for review and approval by the Parent or the Acquiror, any such Tax Return is due in less than 30 daysas the case may be, together with payment for any Seller Indemnified Taxes shown which approval may not be unreasonably withheld. The Parent or the Acquiror, as due on such Tax Returns not less than five Business Days before such Taxes are duethe case may be, and Purchaser shall timely file pay the other or cause to be timely filed such paid to the other the Taxes for which the Parent or the Acquiror, respectively, is liable pursuant to Section 7.01 but which are payable with any Tax Returns and timely pay any Taxes shown Return to be due with such Tax Returns. (b) Purchaser shall prepare and timely file filed or cause to be prepared and timely filed all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required caused to be filed by or with respect the Parent, on the one hand, and Acquiror, on the other hand, pursuant to this Section 7.02(a) upon the Company or any written request of its Subsidiaries for any Straddle Tax Period before the later Party entitled to payment, setting forth in reasonable detail the computation of (i) the amount owed by the Parent, on the one hand, and the Acquiror, on the other hand, as soon as reasonably practicable and (ii) 30 the case may be, but in no event earlier than 10 days prior to the due date thereof for paying such Taxes. (taking into account any extensionsb) accompanied by a statement calculating Except in reasonable detail Seller’s indemnification obligationaccordance with Section 7.03, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy none of the Parent, the Acquiror or any Affiliate of either shall (or shall cause or permit any Company or Transferred Subsidiary to) amend, re-file or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Return and Purchaser’s calculation (but relating in whole or in part to any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute Company or Transferred Subsidiary with respect to such indemnification obligation promptly. If Seller and Purchaser are unable any Pre-Closing Taxable Periods (or with respect to resolve any dispute Straddle Period) without the prior to written consent of the due date of such Tax Return (giving effect to valid extensions)Parent or the Acquiror, Purchaser shall file as the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Documentcase may be, except to the extent such Tax Return relates solely amendment, refiling, modification or grant is required by Law or would not reasonably be expected to result, directly or indirectly, in a material cost to the Companyother party. (c) In order to assist the Parent and its Affiliates in filing their Tax Returns, (i) Seller shall not be required the Parent will deliver to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required the Acquiror a questionnaire in a form substantially similar to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereofthe form set forth on Section 7.02(c) of Purchaserthe Seller Disclosure Letter, and consistent with past practice, the Company and the Transferred Subsidiaries will use their reasonable efforts promptly to complete such questionnaire (which for the avoidance of doubt will not include any information relating to periods after the Closing Date or any information related to the Section 338 elections described in Section 7.06(b)). (d) The Parent hereby agrees and covenants to furnish to the Acquiror, prior to Closing, complete and accurate copies of all Internal Revenue Service Forms 5471, 8621, 8865 and 8858 filed within the last three years in respect of the Companies, the Transferred Subsidiaries and any investments held by any of such entities, which Forms have not been otherwise previously furnished.

Tax Returns. (a) Seller shall cause Genco and its Subsidiaries to prepare and file at the Seller's expense (i) all Tax Returns of Genco and its Subsidiaries which are required to be filed (taking into account extensions of time to file) on or before the Option Closing Date and (ii) all federal and state income and franchise Tax Returns of Genco and its Subsidiaries for all periods ending on or prior to the Option Closing Date. Resources shall prepare and file (or cause to be prepared (iand filed) any combined, consolidated or unitary at its own expense all other Tax Return that includes any member Returns of the Seller GroupGenco and its Subsidiaries. If either Resources, on the one hand, and the Company or any of its SubsidiariesSeller, on the other hand (a “Combined hand, may be liable for any material portion of the Tax Return”) and (ii) payable in connection with any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries other, the party responsible under this Section 10.2 for any taxable period that ends on or before filing such return (the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller "Preparer") shall prepare and deliverdeliver to the other party (the "Payor") a copy of such return and any schedules, work papers and other documentation then available that are relevant to the preparation of the portion of such return for which the Payor is or may be liable hereunder not later than 30 days before the Due Date (as defined in Section 10.12 of this Agreement). The Preparer shall not file such return until the earlier of either the receipt of written notice from the Payor indicating the Payor's consent thereto, or cause the Due Date. The Payor shall have the option of providing to be deliveredthe Preparer, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at any time at least 30 15 days prior to the due date Due Date, written instructions as to how the Payor wants any, or all, of the items for filing which it may be liable reflected on such Tax Returns Return. The Preparer shall, in preparing such return, cause the items for which the Payor is liable hereunder to be reflected in accordance with the Payor's instructions (taking into account unless, in the opinion of nationally recognized tax counsel to the Preparer, complying with the Payor's instructions would likely subject the Preparer to any extensions)criminal penalty or to civil penalties) and, or as early as possible before in the absence of having received such due date ifinstructions, at in accordance with past practice. If the time of ClosingPreparer fails to satisfy its obligations pursuant to this Section 10.2, the Payor shall have no obligation to indemnify the Preparer for any Taxes which are reflected on any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, if and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required to be filed by or with respect to the Company or any of its Subsidiaries for any Straddle Tax Period before the later of (i) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent the Payor was actually prejudiced by such Tax Return relates solely to the Companyfailure, (i) Seller and shall not be required to provide retain any Person with any consolidated, combined or unitary Tax Return and all remedies it may otherwise have which arise out of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchasersuch failure.

Tax Returns. (a) Seller shall prepare or shall cause to be prepared (i) any combined, consolidated or unitary Tax Return that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file (or cause to be timely filed any Combined filed) all Tax Return and any Pre-Closing Separate Tax Return Returns of the Company that is are required to be filed on or before the Closing Date (taking into account any available extensions). In the case of any All such Combined Tax Return and any Pre-Closing Separate Tax ReturnReturns shall be prepared in a manner consistent with past practice, except as required by a change in applicable Law. (ii) Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Company for Pre-Closing Tax Periods (other than any Straddle Period) that have not been filed as of the Closing Date, and all such Tax Return Returns shall be prepared in a manner consistent with past practices of the relevant entity (or of Seller practice with respect to the Company unless otherwise required by applicable Law or this Agreement. Seller shall provide drafts of each such entityTax Return to Buyer for Buyer’s review and comment at least thirty (30) days prior to the due date for filing such Tax Return (or as soon as reasonably practicable if such Tax Return is due (taking into account all extensions properly obtained) within 30 days after the Closing Date). Seller shall consider in good faith all reasonable comments made in writing by Buyer at least 15 days prior to the due date for filing such Tax Return (or as soon as reasonably practicable if such Tax Return is due (taking into account all extensions properly obtained) within 15 days after the Closing Date). (iii) Buyer shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required prepared and file or cause to be filed after all Tax Returns of the Closing Date Company for any Straddle Period. Buyer shall provide drafts of each such Tax Return to Seller for Seller’s review and comment at least 30 days prior to the due date for filing such Tax Returns Return (taking into account any extensions), or as early soon as possible before such due date if, at the time of Closing, any reasonably practicable if such Tax Return is due (taking into account all extensions properly obtained) within 30 days after the Closing Date). Buyer shall consider in less than 30 days, together with payment for any good faith all reasonable comments made in writing by Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required to be filed by or with respect to the Company or any of its Subsidiaries for any Straddle Tax Period before the later of (i) as soon as reasonably practicable and (ii) 30 at least 15 days prior to the due date thereof for filing such Tax Return (or as soon as reasonably practicable if such Tax Return is due (taking into account any extensionsall extensions properly obtained) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of after the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax ReturnClosing Date). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaser.

Tax Returns. (ai) The Seller shall (A) prepare or shall cause to be prepared prepared, in a manner consistent with past practice (i) any combined, consolidated except as required by applicable Law or unitary Tax Return that includes any member of the Seller Group, except as would not reasonably be expected to have a significant adverse effect on the one handCompany following Closing), and the Company shall timely file or any of its Subsidiaries, on the other hand cause to be filed when due (a “Combined taking into account all extensions properly obtained) all Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) Returns that is are required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends on or before after the Closing Date (a “for any Pre-Closing Separate Period (including income Tax Return”Returns for periods for which a consolidated, unitary or combined income Tax Return of the Seller will include the operations of the Company solely for any Pre-Closing Period) and (B) remit or cause to be remitted any Taxes shown to be due in respect of such Tax Returns. (ii) The Buyer and the Company shall (A) prepare or cause to be prepared, in a manner consistent with past practice (except as required by applicable Law or except as would not reasonably be expected to have a significant adverse effect on the Company). Seller , and shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date when due (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate extensions properly obtained) all Tax Returns that are required to be filed after the Closing Date at least 30 days prior to the due date for filing such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required to be filed by or with respect to the Company or any of its Subsidiaries after the Closing Date for any Straddle Period (other than income Tax Period before Returns for periods for which a consolidated, unitary or combined income Tax Return of the later Seller will include the operations of (i) as soon as reasonably practicable the Company solely for any Pre-Closing Period), and (iiB) 30 days prior remit or cause to the be remitted any Taxes shown to be due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return Returns. The Buyer shall furnish Seller with a completed copy of any such Tax Returns (giving effect to valid extensions)or, Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Companyis filed on a combined, (i) Seller shall not be required to provide any Person with any consolidatedunified, combined or unitary consolidated basis, a pro forma Tax Return of Seller the Company), for Seller’s review and comment, not later than ten (ii10) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Business Days before the due date for filing such Tax Return (or copy thereoftaking into account all extensions properly obtained), including a detailed computation of the amount owed by the Seller, and the Buyer and the Company shall make all changes reasonably requested by the Seller at least five (5) Business Days prior to such filing due date. The Seller shall pay to the Buyer all Taxes for which the Seller is liable pursuant to Section 7.7(a)(i) hereof but which are payable with any Tax Return to be filed by the Buyer pursuant to this Section 7.7(c) promptly upon the written request of Purchaserthe Buyer.

Tax Returns. (a) Seller The Company shall prepare and timely file, or shall cause to be prepared (i) any combinedand timely filed, consolidated or unitary all Tax Return that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is Returns required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period it that ends are due on or before the Closing Date (a “Pre-Closing Separate Tax Return”taking into account any extensions). Seller , and shall timely file or cause to be timely filed any Combined Tax Return pay all Taxes that are due and any Pre-Closing Separate Tax Return that is required to be filed payable on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared Any such Tax Return shall be prepared in a manner consistent with past practices of the relevant entity practice (or of Seller with respect to such entityunless otherwise required by Applicable Law). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least 30 days prior to the due date for filing such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser Parent shall prepare and timely file file, or cause to be prepared and timely filed filed, all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required to be filed by or the Company after the Closing Date with respect to the Company or any of its Subsidiaries a Pre-Closing Tax Period and for any Straddle Period. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Applicable Law). If any such Tax Returns reflect a Tax with respect to a Pre-Closing Tax Period before for which ABS may be liable, Parent shall submit a copy of such Tax Return to ABS a reasonable time prior to filing (which, in the later case of any income Tax Return shall be at least thirty-five (i35) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof filing) for ABS’s review and comment, and Parent shall incorporate any reasonable comments that ABS submits to Parent no less than five (taking into account any extensions5) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute Business Days prior to the due date of such Tax Return Return. ABS shall pay, or cause to be paid, to Parent all Taxes due with respect to such Tax Returns that are Pre-Closing Taxes at least five (giving effect 5) days before timely payment of Taxes (including estimated Taxes) is due to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall applyapplicable taxing authority. (c) Notwithstanding anything to Parent shall not, and shall not cause or permit the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the CompanyCompany to, (i) Seller make any Tax election that has any retroactive effect on Taxes in the portion of any Pre-Closing Tax Period ending on or prior to the Closing Date or (ii) amend or cause to be amended any Tax Return of the Company for any Pre-Closing Tax Period, in each case without the prior written consent of ABS (which consent shall not be required unreasonably withheld, conditioned or delayed), unless such election or amendment filing would not reasonably be expected to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required increase ABS’s liability for Taxes pursuant to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaserthis Agreement.

Tax Returns. (ai) Seller shall prepare or shall cause to be prepared (i) any combined, consolidated or unitary all Tax Return that includes any member Returns of the Seller Group, Transferred Entities that are due (taking into account extensions) on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect prior to the Company or any Closing Date. All such Tax Returns shall be prepared in a manner consistent with the past practices of its Subsidiaries for any taxable period that ends on or before the Closing Date (Transferred Entities, except to the extent required by a “Pre-Closing Separate Tax Return”)change in applicable Law. Seller shall timely file or cause to be timely filed any Combined Tax Return filed, and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare pay or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least 30 days prior to the due date for filing such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closingpaid, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are dueReturns, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returnstaking into account available extensions of filing periods. (bii) Purchaser The Buyer shall prepare and timely file or cause to be prepared and timely filed all other Tax Returns with respect to the Company Transferred Entities; provided, however, that not later than twenty (20) days (or in the case of any non-income Tax Return, such shorter period as is reasonable taking into account the Tax period and its Subsidiaries the nature of the relevant Tax Return or other relevant circumstances) prior to the due date for Straddle the filing of such Tax Periods. Purchaser Return by the Buyer, the Buyer shall deliver to provide Seller for its review and comment with a copy of the draft of any Tax Return relating to any taxable period (or portion thereof) ending on or before the Closing Date for Seller’s review; provided, further, that the Buyer shall incorporate all of Seller’s reasonable written comments on such Tax Return that is required to be filed by or with respect (to the Company extent supported by applicable Law at a “more likely than not” or any higher level of its Subsidiaries for any Straddle Tax Period before the later of comfort) provided at least five (i5) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the filing such Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of not file such Tax Return without the prior written consent of the Seller (giving effect not to valid extensionsbe unreasonably withheld, conditioned or delayed), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (ciii) Notwithstanding anything else herein to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Companycontrary, (iA) the Seller shall not prepare and timely file, or cause to be required to provide prepared and timely filed any Person with any consolidated, combined or unitary Tax Seller Consolidated Return of Seller and (iiB) Purchaser the Buyer shall not be required have no rights to provide review or comment on any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of PurchaserSeller Consolidated Return.

Tax Returns. (a) Seller shall prepare (or shall cause to be prepared prepared) in a manner consistent with applicable Law and past practice and file (ior cause to be filed) any combined, consolidated or unitary all Tax Return that includes any member Returns of the Seller Group, Longhorn Entities that are filed on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined separate return basis for all Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends periods ending on or before the Closing Date (a “Pre-that are filed after the Closing Separate Tax Return”)Date. Seller shall timely file shall, without duplicating Seller’s indemnity obligation under Section 8.12, pay (or cause to be timely filed paid) to Buyer not less than five Business Days prior to the due date of any Combined such Tax Return all Taxes shown as due on such Tax Returns, except to the extent such Taxes are shown as a reserve on the Final Net Working Capital Statement. At least 20 Business Days prior to the filing of any such Tax Returns, Seller shall permit Buyer to review and comment on such Tax Returns and shall make such revisions to such Tax Returns as are reasonably requested by Buyer (provided, however, Seller shall not be required to make any revision requested by Buyer if such revision relates to an item that Seller prepared in accordance with applicable Law and past practice). Buyer shall file such Tax Returns on or prior to the due date thereof. (b) Seller will prepare and file all federal, state, local or foreign Tax Returns with respect to any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date Period (taking into account any extensions). In the case of any such Combined Tax Return and any “Consolidated Pre-Closing Separate Tax ReturnReturns”) that are filed on a consolidated, Seller shall prepare combined or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare unitary basis, include any Longhorn Entity, and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least 30 days prior to the due date for filing such Tax Returns (taking into account any extensions)Date, or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified and shall pay all Taxes shown as due on such Tax Returns Returns. The Longhorn Entities will provide, at Seller’s sole expense, all information in their possession and not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver otherwise available to Seller for its review and comment a copy of any such Tax Return that is required to be filed by or with respect to the Company or any of its Subsidiaries for any Straddle included in such Consolidated Pre-Closing Tax Period before the later of (i) Returns as soon as Seller may reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement request within 15 10 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall applyrequest . (c) Notwithstanding anything Buyer shall prepare (or cause to be prepared) in a manner consistent with past practice and file (or cause to be filed) all Tax Returns of the Longhorn Entities that are filed on a separate return basis for all Straddle Periods. At least 20 Business Days prior to the contrary in this Agreement or filing of any Final Ancillary Document, except to the extent such Tax Return relates solely Returns, Buyer shall permit Seller to the Companyreview and comment on such Tax Returns and shall make such revisions to such Tax Returns as are reasonably requested by Seller (provided, (i) Seller however, Buyer shall not be required to provide make any Person revision requested by Seller if such revision relates to an item that Buyer prepared in accordance with any consolidated, combined or unitary Tax Return applicable Law and the past practice of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaserthe Longhorn Entities).

Tax Returns. (ai) Seller shall prepare or shall cause to be prepared (i) any combined, consolidated or unitary Tax Return that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the an Acquired Company or any of its Subsidiaries for any taxable period that ends on or before the Second Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall (x) prepare such Pre-Closing Tax Returns in a manner consistent with the past Tax accounting practices, methods, elections and conventions of the relevant entity and in compliance with applicable Laws, and (y) deliver to Buyer for its review and comment a copy of any such Pre-Closing Tax Return required to be filed after the Second Closing at least thirty (30) days prior to the due date thereof (taking into account any extensions) and Seller shall reflect on such Pre-Closing Tax Returns all reasonable comments received from Buyer not later than fifteen (15) days before the due date thereof (taking into account any extensions). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In ) on or before the case of any such Combined Tax Return and any Pre-Second Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity)Date. Seller shall prepare and deliver, or cause to be delivered, to Purchaser Buyer all Pre-Closing Separate Tax Returns that are required to be filed after the Second Closing Date at least 30 five (5) days prior to the due date for filing such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for by Seller of the amount of any Seller Indemnified Taxes shown as due on such Tax Returns not less thereon (other than five Business Days before to the extent a liability or reserve for such Taxes are duewas reflected in the calculation of the Final Acquired Companies’ Indebtedness or the Final Closing Net Working Capital), and Purchaser Buyer shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (bii) Purchaser Buyer shall prepare and timely file or cause to be prepared and timely filed all Tax Returns and in compliance with applicable Laws with respect to the an Acquired Company and or its Subsidiaries for any Straddle Period. In the case of any such Tax Periods. Purchaser Return for a Straddle Period (a “Straddle Period Tax Return”), such Tax Returns shall be prepared in a manner consistent with past practice of the Acquired Companies and Buyer shall deliver to Seller for its review and comment a copy of any such Straddle Period Tax Return that is required to be filed by or with respect to the Company or any of its Subsidiaries for any Straddle Tax Period before the later of Returns at least thirty (i30) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in and Buyer shall reflect on such Tax Returns all reasonable detail Seller’s indemnification obligation, if any, pursuant comments received from Seller not later than fifteen (15) days before the due date thereof (taking into account any extensions) to Section ‎7.1the extent such comments relate to the Pre-Closing Period. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 pay to Buyer at least five (5) days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date for filing such Straddle Period Tax Returns (taking into account any extensions) the amount of such Tax Return any Taxes shown as due thereon allocable (giving effect to valid extensionsas determined under Section 6.9(c), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except Pre-Closing Period (other than to the extent a liability or reserve for such Tax Return relates solely to Taxes was reflected in the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined calculation of the Final Acquired Companies’ Indebtedness or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaserthe Final Closing Net Working Capital).

Tax Returns. (a) Seller shall prepare and timely file, or shall cause to be prepared (i) any combinedand timely filed, consolidated or unitary all Tax Return that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is Returns required to be filed by or in respect of the Purchased Subsidiaries or their Subsidiaries that relate to a Pre-Closing Tax Period and are due on or prior to the Closing Date, provided, that such Tax Returns shall be prepared and all elections with respect to such Tax Returns shall be made, to the Company or extent permitted by Law, in a manner consistent with past practice. At least 20 calendar days prior to the last date for timely filing any of its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined such Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall submit such Tax Return to Buyer for its review. No later than 10 calendar days after the receipt of such Tax Return from Seller, Buyer shall notify Seller of any reasonable objections Buyer may have to items set forth in such Tax Return. Buyer and Seller shall act reasonably and in good faith to resolve any such objection timely raised by Buyer. Buyer shall prepare and timely file, or shall cause to be prepared such and timely filed, all Tax Return Returns required to be filed by or in a manner consistent with past practices respect of the relevant entity Purchased Subsidiaries or their Subsidiaries that relate to (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all i) a Pre-Closing Separate Tax Returns Period but that are required to be filed after the Closing Date or (ii) a Straddle Period; provided, in each case, that such Tax Returns shall be prepared and all elections with respect to such Tax Returns shall be made, to the extent permitted by Law, in a manner consistent with past practice, provided, further, that Buyer shall determine the treatment of deferred revenue in its reasonable discretion, which shall be consistent with Revenue Procedure 2004-34. Buyer shall deliver a draft of any Tax Returns it is required to file pursuant to the preceding sentence to Seller for Seller’s review and approval at least 30 20 calendar days prior to the due date for filing such Tax Returns (taking into account any extensions), or as early as possible before extension) for the filing of such due date if, at Tax Returns. No later than 10 calendar days after the time receipt of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required to be filed by or with respect to the Company or any of its Subsidiaries for any Straddle Tax Period before the later of (i) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligationfrom Buyer, Seller shall notify Purchaser Buyer of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but any reasonable objections Seller may have to items set forth in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Buyer and Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior disputes in connection with the preparation of Pre-Closing Tax Period Tax Returns pursuant to the due date of such Tax Return (giving effect to valid extensionsthis Section 6.02(e) in accordance with Section 6.02(j), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaser.

Tax Returns. (ai) Seller shall prepare and timely file, or shall cause to be prepared and timely filed, all Seller Consolidated Returns that include the Company and shall pay all Taxes due in respect of such Seller Consolidated Returns. All such Seller Consolidated Returns, to the extent they relate to the Company, shall be prepared in a manner consistent with past practice (iunless otherwise required by Applicable Law) any combinedand, consolidated or unitary Tax Return that includes any member in the event a Section 338(h)(10) Election is made, in accordance with the Allocation Schedule. From and after the Closing, Buyer shall cause the Company to provide Seller in a timely fashion all filing information relating to the Company necessary for the preparation and filing of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and Consolidated Returns. (ii) any Tax Return (other than any Combined Tax Return) that is required Seller shall prepare and timely file, or cause to be filed by or with respect to prepared and timely filed, all Tax Returns of the Company or any of its Subsidiaries for any taxable period periods that ends end on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is are required to be filed on or before prior to the Closing Date (taking into account any extensions) other than Tax Returns described in Section 10.02(b)(i). In the case of any All such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller Returns shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity practice (or of Seller with respect to such entityunless otherwise required by Applicable Law). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least 30 days No later than thirty (30) Business Days prior to the due date (including extensions) for filing such Tax Returns, Seller shall deliver the Tax Returns to Buyer for its review, comment and approval. Seller shall make all such changes as are reasonably requested by Buyer, and shall deliver the Tax Returns, completed as approved by Buyer and duly executed by an authorized person, to the Buyer no later than ten (taking into account any extensions), or as early as possible before such 10) Business Days prior to the due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment (including extensions) for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with filing such Tax Returns. (biii) Purchaser Buyer shall prepare and timely file file, or cause to be prepared and timely filed filed, all Tax Returns with respect to of the Company for taxable periods that end on or before the Closing Date that are not described Section 10.02(b)(i) or Section 10.02(b)(ii) and its Subsidiaries for any Straddle Tax PeriodsPeriod. Purchaser shall deliver to Seller for its review and comment a copy of any Any such Tax Return that is shall be prepared in a manner consistent with past practice (unless otherwise required by Applicable Law). Any such Tax Return shall be submitted by Buyer to be filed by or with respect to the Company or any of its Subsidiaries for any Straddle Tax Period before the later of Seller at least thirty (i30) as soon as reasonably practicable and (ii) 30 days Business Days prior to the due date thereof (taking into account any including extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). , and Buyer shall consider in good faith any comments of the Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptlyTax Return. If Seller The preparation and Purchaser are unable to resolve filing of any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser the Company that does not relate to a Pre-Closing Tax Period shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) exclusively within the control of PurchaserBuyer.

Tax Returns. Except as otherwise provided in Section 9.1: (a) Seller The Sellers shall prepare or shall cause to be prepared (i) any combinedand timely file, consolidated or unitary Tax Return that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and delivertimely filed, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed by each Holdco and each AIV for taxable years or periods ending on or before the applicable Closing Date, in a manner consistent with past practice. The Sellers shall timely remit, or cause to be timely remitted, all Taxes due in respect of such Tax Returns. (b) To the extent within the power of the Sellers or any of their Affiliates using commercially reasonable efforts, the Sellers shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns that are required to be filed by each Subsidiary of the Holdcos and AIVs for taxable years or periods ending on or before the applicable Closing Date. (c) The Buyers shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns that are required to be filed by each Holdco and each AIV for taxable years or periods beginning on or before, and ending after the applicable Closing Date at least 30 (the “Straddle Period”). All such Tax Returns shall be prepared in a manner consistent with past practice except to the extent otherwise required by Law. Not later than thirty (30) days prior to the due date for filing of each such Tax Returns (taking into account any extensions)Return, or as early as possible before such due date if, at the time Buyers shall provide the Sellers with a draft copy of Closing, any such Tax Return is due for review and comment, and the Buyers shall include, in less than 30 daysthe Tax Return filed, together all reasonable comments provided by the Sellers with payment for respect to any Seller Indemnified Taxes shown as due on such Tax Returns draft copy not less later than five Business Days before (5) days prior to such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returnsdate. (bd) Purchaser To the extent within the power of the Buyers or any of their Affiliates using commercially reasonable efforts, the Buyers shall prepare and timely file file, or cause to be prepared and timely filed filed, all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is are required to be filed by or with respect to each Subsidiary of the Company HoldCos and AIVs for the Straddle Period of such Subsidiary. To the extent within the power of the Buyers or any of its Subsidiaries for any Straddle their Affiliates using commercially reasonable efforts, the Buyers shall timely remit, or cause to be timely remitted, all Taxes due in respect of such Tax Period before Returns. All such Tax Returns shall be prepared in a manner consistent with past practice except to the extent otherwise required by Law. Not later of than thirty (i30) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any extensions) accompanied by for filing of each such Tax Return, the Buyers shall provide the Sellers with a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a draft copy of such Tax Return for review and comment, and the Buyers shall consider in good faith inclusion in the Tax Return and Purchaser’s calculation filed any reasonable comments provided by the Sellers with respect to any such draft copy not later than five (but in any event within a reasonable period of time 5) days prior to such due date. (e) The Buyers shall not amend, refile or otherwise modify, or cause or permit to be amended, refiled or otherwise modified, any Tax Return filed by any of the last date Transferred Companies for timely filing such any taxable year or period beginning on or before the applicable Closing Date. (f) With respect to Holdings 5 and its Subsidiaries, the Tax Return)Returns required to be prepared by the Buyers or any of their Affiliates in respect of the Straddle Period pursuant to this Section 9.2 shall be prepared by CohnReznick in consultation with and subject to the approval of KPMG. Seller and Purchaser The Buyers shall use exercise commercially reasonable efforts to settle the dispute with respect to file returns for a Subsidiary in a manner that would not cause a “Tax Credit Adjustment (downward)” as such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of term is used in Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof5.01(d)(i) of Purchaserthe CD US Solar MT 2, LLC Operating Agreement and Section 5.01(d)(i) of the CD US Solar MT 3, LLC Operating Agreement.

Tax Returns. (ai) Seller shall prepare timely file or shall cause to be prepared timely filed when due (itaking into account all extensions properly obtained) any combined, consolidated or unitary (I) all Income Tax Return Returns that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is are required to be filed by or with respect to the Company Companies and each Subsidiary for taxable years or any of its Subsidiaries for any taxable period that ends periods ending on or before the Closing Date and Seller shall remit, or cause to be remitted, any Taxes shown to be due in respect of such Tax Returns; and (a “PreII) all non-Closing Separate Income Tax Return”)Returns with respect to the Companies and each Subsidiary that are due on or before the Cut-Off Date, and Seller shall remit, or cause to be remitted, any Taxes shown to be due in respect of such Tax Returns. Buyer (or Seller on Buyer’s behalf if and to the extent provided in the Buyer Transition Services Agreement) shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date when due (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the Companies and each Subsidiary 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 Seller, unless contrary to Requirements of Law or as otherwise contemplated by this Agreement, 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, in each case if doing so would reasonably be expected to materially adversely affect the Tax liability of Buyer, the Companies, any Subsidiary or any Affiliate thereof for any period after the Closing Cut-Off Date. With respect to Tax Returns to be filed by Buyer that relate, in whole or in part, to Taxable periods ending prior to the Cut-Off Date at least or any Straddle Period (other than Tax Returns relating to property Taxes for which Buyer is wholly liable), (I) unless contrary to Requirements of Law or as otherwise contemplated by this Agreement, 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 and (II) such Tax Returns shall be submitted to Seller not later than 30 days prior to the due date for filing such Tax Returns (taking into account any extensions)or, or as early as possible before if such due date ifis within 45 days following the Cut-Off Date, at as promptly as practicable following the time Cut-Off Date) for review and approval by Seller, which approval may not be unreasonably withheld or delayed, but may in all cases be withheld or delayed in the sole discretion of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on if (A) such Tax Returns were not less than five Business Days before such Taxes are due, and Purchaser shall timely file prepared in accordance with clause (I) of this sentence or cause to be timely filed (B) such Tax Returns and timely relate to a Straddle Period ending on the Closing Date. Seller or Buyer shall pay the other party for the Taxes for which Seller or Buyer, respectively, is liable pursuant to paragraph (a) of this Section 7.2 but which are payable with any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required to be filed by the other party pursuant to this paragraph (b) upon the written request of the party entitled to payment, setting forth in reasonable detail the computation of the amount owed by Seller or with respect to Buyer, as the Company or any of its Subsidiaries for any Straddle Tax Period before the later of (i) as soon as reasonably practicable and (ii) 30 case may be, but in no event shall such payment be requested earlier than 15 business days prior to the due date thereof for paying such Taxes. (taking into account ii) None of Buyer or any extensionsAffiliate of Buyer shall (or shall cause or permit the Companies or any Subsidiary to) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligationamend, if any, pursuant to Section ‎7.1. If for refile or otherwise modify (or grant an extension of any reason Seller does not agree statute of limitation with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the respect to) any Tax Return and Purchaser’s calculation (but relating in any event within a reasonable period of time prior whole or in part to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute Companies or any Subsidiary with respect to such indemnification obligation promptlyany taxable year or period ending on or before the Cut-Off Date without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller. If Seller and Purchaser are unable to resolve None of Buyer or any dispute prior Affiliate of Buyer shall (or shall cause or permit the Companies or any Subsidiary to) amend, refile or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Return relating in whole or in part to the due date Companies or any Subsidiary with respect to any Straddle Period without the prior written consent of Seller, which consent may not be unreasonably withheld or delayed; provided, however, that in the case of any Straddle Period ending on the Closing Date (other than such Tax Return (giving effect a Straddle Period relating to valid extensionsproperty Taxes for which Buyer is wholly liable), Purchaser shall file Seller’s consent may be withheld in the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions sole discretion of Section ‎7.15 shall applySeller. (ciii) Notwithstanding anything Buyer shall promptly cause each of the Companies and each Subsidiary to prepare and provide to Seller a package of Tax information materials, including, without limitation, schedules and work papers (the “Tax Package”) required by Seller to enable Seller to prepare and file all Tax Returns required to be prepared and filed by it pursuant to paragraph (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 contrary in this Agreement method of computation of separate taxable income or any Final Ancillary Document, except other relevant measure of income of each of the Companies and each Subsidiary. Buyer shall cause the Tax Package to be delivered to Seller within 60 days after the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of PurchaserClosing Date.

Tax Returns. (a) Seller shall prepare or shall cause to be prepared (i) any combined, consolidated or unitary Tax Return that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller Kintera shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of for review and comment by the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliverFounders and, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least 30 days prior giving reasonable consideration to the due date for filing such Tax Returns (taking into account any extensions)comments from the Founders, or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax all Returns for Target and timely pay Target Sub for all taxable periods ending on or prior to the Closing Date that are filed after the Closing Date. Kintera, Target, Target Sub and the Founders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of tax returns pursuant to this Section 6.4 and in connection with any Taxes shown audit, litigation or other proceeding with respect to be due with such Tax Returnstaxes. (b) Purchaser Founders and Kintera shall prepare (i) each provide the other, and timely file Kintera shall cause the Surviving Corporation (or any successor), to provide Founders with such assistance as may reasonably be requested by any of them in connection with the preparation of any tax return, audit or other examination by any taxing authority or judicial or administrative proceedings relating to liability for taxes, (ii) each retain and provide the other, and Kintera shall cause the Surviving Corporation (or any successor), to retain and provide Founders with, any records or other information that may be prepared relevant to such tax return, audit or examination, proceeding or determination, and timely filed all Tax Returns (iii) each provide the other with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy any final determination of any such Tax Return audit or examination, proceeding or determination that is affects any amounts required to be filed by or with respect to shown on any tax return of the Company other for any period. Without limiting the generality of the foregoing, Kintera shall retain, and shall cause the Surviving Corporation (or any successor), to retain, and Founders shall retain, until the applicable statutes of its Subsidiaries for any Straddle Tax Period before the later of limitations (i) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account including any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligationhave expired, if anycopies of all tax returns, pursuant supporting work schedules and other records or information that may be relevant to Section ‎7.1. If such tax returns for all tax periods or portions thereof ending before or including the Closing Date and shall not destroy or otherwise dispose of any reason Seller does not agree such records without providing the other party with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior opportunity to review and copy the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall applysame. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaser.

Tax Returns. (a) Seller shall prepare and file or shall cause to be prepared and filed when due (itaking into account all extensions properly obtained): (1) any combined, consolidated or unitary all Tax Return Returns that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is are required to be filed by or with respect to the Company on a combined, consolidated or unitary basis with Seller or any of its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or Affiliate of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser (2) all Pre-Closing Separate other Tax Returns that are required to be filed after the Closing Date at least 30 days prior to the due date for filing such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required to be filed by or with respect to the Company on or before the Closing Date. Seller shall pay any Taxes due in respect of its Subsidiaries for such Tax Returns. Any Tax Return described in this Section 8.2(a) shall be prepared in a manner consistent in all material respects with past practice and without a change of any election or accounting method except to the extent required by applicable Law. Any such Tax Returns on which the Company’s address is required to be provided (including the IRS Form 1120-L and any separately filed Tax Returns of the Company) shall use ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇ as the Company’s address. (b) Purchaser shall prepare and file or cause to be prepared and 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. Purchaser shall pay any Taxes due in respect of such Tax Returns. With respect to Tax Returns required to be filed by Purchaser with respect to any Pre-Closing Tax Period and any Straddle Period, Purchaser shall prepare such Tax Period before Returns in a manner reasonably consistent with past practice of the later Company and Seller, and shall provide Seller with copies of any such Tax Returns no less than thirty (i30) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (for such Tax Returns, taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligationall available extensions (or, if anysuch due date is within 30 days following the Closing Date, as promptly as practicable following the Closing Date). Seller shall have the right to review and comment on such Tax Returns. Seller or USA Holdco shall pay Purchaser the Taxes for which Seller or USA Holdco is liable pursuant to Section ‎7.1. If for any reason Seller does not agree 8.1(a) but which are payable with Purchaser’s calculation of its indemnification obligation, Seller shall notify Tax Returns to be filed by Purchaser of its disagreement pursuant to Section 8.2(a) and (b) within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation five (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute 5) Business Days prior to the due date for payment of such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall applyTax. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaser.

Tax Returns. (a) Seller shall prepare shall, or shall cause the Company to, (i) prepare and timely file, or cause to be prepared (i) any combinedand timely filed, consolidated or unitary all Tax Return that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is Returns required to be filed by the Company or otherwise with respect to the Company or any of its Subsidiaries for any taxable period Asset Taxes that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is are required to be filed on or before the Closing Date and (taking into account any extensions)ii) timely pay or cause to be paid all Taxes due with respect to such Tax Returns. In the case of any Any such Combined Tax Return prepared and any Pre-Closing Separate Tax Returnfiled or caused to be prepared and filed shall be prepared in accordance with past practice of the Seller or the Company (to the extent permitted by applicable Law). (b) Buyer shall, Seller or shall cause the Company to, (i) prepare and timely file, or cause to be prepared such and timely filed, all Tax Return in a manner consistent with past practices of Returns required to be filed by the relevant entity (Company or of Seller otherwise with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Asset Taxes for any Pre-Closing Separate Effective Time Tax Returns Period that are required to be filed after the Closing Date Date, and (ii) timely pay or cause to be paid all Taxes due with respect to such Tax Returns; provided that Seller shall pay to Buyer an amount equal to the Taxes due with respect to such Tax Return that are attributable to a Pre-Effective Time Tax Period (other than any such Taxes that are Working Capital Liabilities) within five (5) days of receiving a written request from Buyer for the reimbursement of such Taxes, including a calculation thereof. Each such Tax Return described in this Section 11.2(b) shall be prepared in accordance with past practice of the Seller or the Company (to the extent permitted by applicable Law). Buyer shall provide Seller with a copy of each such Tax Return described in this Section 11.2(b) at least 30 ten (10) days prior to the due date for the filing such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days(or within a commercially reasonable period after the end of the relevant Tax period, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any if such Tax Return that is required to be filed by or with respect less than ten (10) days after the close of such Tax period), and Buyer shall incorporate all reasonable comments of Seller provided to the Company or any Buyer in advance of its Subsidiaries for any Straddle Tax Period before the later of (i) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation the filing of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaser.

Tax Returns. (ai) The Seller shall prepare and timely file (or shall cause to be prepared (ifiled when due) any combined, consolidated or unitary all Tax Return Returns that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is are required to be filed by or with respect to the Company for taxable years or any of its Subsidiaries for any taxable period that ends periods ending on or before the Closing Date (a “Pre-Closing Separate Tax Return”). and the Seller shall timely file pay (or cause to be timely paid) any and all Taxes due and payable in respect to such Tax Returns. All Tax Returns shall be prepared and filed any Combined Tax Return and any Pre-Closing Separate Tax Return in a manner that is consistent with the prior practice of the Company, except as required by applicable law. (ii) During the period from the date hereof to the Closing Date, the Seller shall cause the Company to: (i) timely file all Tax Returns required to be filed on or before the Closing Date by it (taking into account any extensions). In the case of any "Post-Signing Tax Returns") and such Combined Post-Signing Tax Return and any Pre-Closing Separate Tax Return, Seller Returns shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices practice, (ii) timely pay all Taxes due and payable and (iii) promptly notify the Buyer of the relevant entity any federal or state income or franchise (or of Seller other material) Tax Claim, investigation or audit pending against or with respect to such entity). Seller shall prepare and deliver, the Company in respect of any Tax matters (or cause any significant developments with respect to be delivered, to Purchaser all Pre-Closing Separate any ongoing Tax Returns that are required to be filed after the Closing Date at least 30 days prior to the due date for filing such Tax Returns (taking into account any extensionsmatters), or as early as possible before such due date if, at the time of Closing, any such including material Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such liabilities and material Tax Returns not less than five Business Days before such Taxes are due, and Purchaser refund claims. The Buyer shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be when due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is are required to be filed by or with respect to the Company for taxable periods ending after the Closing Date and, subject to Sections 4.6(b)(iii) and 4.6(c), the Buyer shall pay (or cause to be paid) any Taxes due in respect of its Subsidiaries such Tax Returns. (iii) With respect to any Tax Return required to be filed by the Buyer for or on behalf of Company for or relating to any taxable year or period beginning on or before and ending after the Closing Date (a "Straddle Period"), the Buyer shall provide the Seller with a copy of such Tax Period before Return and a statement specifying the later amount of (iTax shown on such Tax Return that is allocable to the Seller pursuant to Section 4.6(c) as soon as reasonably practicable and (iid) 30 (the "Straddle Period Statement"), together with appropriate supporting information, at least forty-five (45) days prior to the due date thereof (taking into account including any extensionsextension thereof) accompanied by a statement calculating for the filing of such Tax Return. Such Tax Return shall be prepared in reasonable detail Seller’s indemnification obligationaccordance with the past practice of the Company, if any, to the extent permissible under Applicable Law. The Seller shall pay the Buyer, in immediately available funds, the amount of Tax set forth on the Straddle Period Statement for which Seller is liable pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 4.6(c) and (d) no later than 3 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of any such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall applyReturn. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (iiv) Seller shall not be required to provide amend any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser or relating to the Company for any taxable year ending on or before the Closing Date or with respect to any Straddle Period without the consent of the Buyer, which consent shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate unreasonably delayed or unitary Tax Return (or copy thereof) of Purchaserwithheld.

Tax Returns. (a) Seller shall prepare or (at the sole cost and expense of Seller), and Seller shall cause the Acquired Company to be prepared (i) any combinedfile, consolidated or unitary all Tax Return that includes any member Returns of the Seller Group, on the one hand, and the Acquired Company or any of its Subsidiaries, on the other hand (a “Combined for Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends periods ending on or before prior to the Closing Date (a “"Pre-Closing Separate Tax Return”Returns") and any Tax Returns for which the Acquired Company is included in the U.S. federal, state or local consolidated, combined or unitary group that includes Seller ("Seller Tax Returns"). Seller shall timely file or cause promptly pay on behalf of the Acquired Company any and all Taxes due with respect to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Returns. Such Pre- Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller Returns shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity practice (except as otherwise required by Law or of Seller with respect to such entityas otherwise required by this Agreement). , and Seller shall prepare and deliver, provide or cause to be delivered, to Purchaser all provided any such Pre-Closing Separate Tax Returns that are required Return to be filed after the Closing Date Buyer at least 30 fifteen (15) days prior to the due date for filing of such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Pre-Closing Tax Return is due (after applicable extensions) for Buyer's review and comment. Seller shall (i) consider in less than 30 days, together good faith any comments timely received from Buyer with payment for respect to any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Pre- Closing Tax Returns and timely pay (ii) reasonably consider any Taxes shown comments from Buyer with respect to be due with such the Pre- Closing Tax Returns. (b) Purchaser . Buyer shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to of the Acquired Company that are not Pre-Closing Tax Returns. The parties shall prorate the responsibility for the reasonable fees and its Subsidiaries expenses incurred by ▇▇▇▇▇ in the preparation of Tax Returns for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy , with such proration based on the relative shares of any such Tax Return that is required to be filed by or with respect to the Company or any of its Subsidiaries for any Straddle Tax Period before the later of (i) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaser.each party with

Tax Returns. (a) Seller shall prepare or shall cause to be prepared (i) any combined, consolidated or unitary Tax Return that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller Parent shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliver, file or cause to be delivered, to Purchaser filed when due all Pre-Closing Separate Tax Returns that are required to be filed for taxable periods of each Business Entity other than Aleris Germany ending on or before the Closing Date, and shall pay or cause to be paid any Taxes due in respect of such Tax Returns. To the extent such Taxes (including Taxes treated as Transaction Expenses) are taken into account as liabilities in the calculation of Net Working Capital, Parent shall provide Buyer with written notice of such payment, and within ten (10) Business Days of receipt of such written notice of payment, Buyer shall reimburse Parent for such Taxes. No later than ninety (90) days after the Closing Date at least 30 Date, Buyer shall cause each Business Entity to furnish to Parent Tax information relating to such Business Entity, consistent with the past practice and custom of Sellers and such Business Entity. (b) Buyer shall procure that Aleris Germany (i) shall instruct a German tax adviser selected by Parent to prepare (observing comments and instructions of the Parent) all annual Tax Returns required to be filed for taxable periods of Aleris Germany ending on or before the Closing Date, (ii) shall review and sign off on the draft Tax Returns and (iii) instruct the tax adviser to file such Tax Returns when due. Parent shall pay or cause to be paid any Taxes due and payable by Aleris Germany in respect of such Tax Returns (except to the extent such Taxes (including Taxes treated as Transaction Expenses) are taken into account as liabilities in the calculation of Net Working Capital). No later than ninety (90) days after the Closing Date, Buyer shall cause Aleris Germany to furnish to Parent and the tax adviser Tax information relating to it, consistent with the past practice and custom of the Sellers and Aleris Germany. (c) Except as provided in Section 6.03(a), Section 6.03(b) and Section 6.03(e), Buyer shall prepare or cause to be prepared and file or cause to be filed when due all Tax Returns required to be filed by any Business Entity, and shall pay or cause to be paid any Taxes due in respect of such Tax Returns. (d) Any Tax Return required to be filed with respect to a Straddle Period of any Business Entity shall be prepared in accordance with the past practice and custom of Sellers and such Business Entity and shall be submitted (with copies of any relevant schedules, work papers and other documentation then available) to Parent for Parent’s written approval not less than thirty (30) days prior to the due date for the filing of such Tax Returns (taking into account any extensions)Return, which written approval shall not be unreasonably withheld, conditioned or as early as possible before such due date ifdelayed. Parent shall have the option of providing to Buyer, at the any time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. at least fifteen (b15) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required to be filed by or with respect to the Company or any of its Subsidiaries for any Straddle Tax Period before the later of (i) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating date, written instructions as to the manner in reasonable detail Seller’s indemnification obligation, if which any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligationor all, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date items for timely filing which it may be liable hereunder shall be reflected on such Tax Return). Seller and Purchaser shall use commercially reasonable efforts Buyer shall, in preparing such Tax Return, cause the items for which Parent may be liable hereunder to settle be reflected in accordance with Parent’s instructions, to the dispute extent permitted by Law. (e) The Person required by applicable Law to file any Tax Returns or other documentation with respect to such indemnification obligation promptly. If Seller any Transfer Taxes shall prepare and Purchaser are unable to resolve any dispute prior to the due date of file such Tax Return (giving effect to valid extensions), Purchaser Returns or other documentation and pay the Taxes due with respect thereto. Parent and Buyer shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed)each, and shall each cause their Affiliates to, cooperate in the dispute resolution provisions of Section ‎7.15 shall applytimely preparation and filing of, and join in the execution of, any such Tax Returns and other documentation. (cf) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to To the extent a party pays Taxes pursuant to this Section 6.03 for which such Tax Return relates solely to party is not responsible under Section 6.01, the Companypaying party shall, in good faith, provide the other party’s representative (iParent or Buyer, as the case may be), with written notice of such payment, and within ten (10) Seller Business Days of receipt of such written notice of payment, the non-paying party’s representative shall not be required to provide any Person with any consolidated, combined or unitary Tax Return reimburse the paying party for the non-paying party’s share of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaserthe paid Taxes.

Tax Returns. (a) Seller shall prepare or shall cause to be prepared (i) any combined, consolidated or unitary Tax Return that includes any member of the Seller Group, on the one hand, and the Company or any of its SubsidiariesCompany, on the other hand (a “Combined Tax Return”) ), and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity Company (or of Seller with respect to such entitythe Company). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least 30 days prior to the due date for filing such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required to be filed by or with respect to the Company or any of its Subsidiaries for any Straddle Tax Period before the later of (i) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.17.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, but reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary DocumentAgreement, except to the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaser.

Tax Returns. (a) Seller shall prepare or shall cause to be prepared (i) any combined, consolidated or unitary Tax Return that includes any member of Sellers shall have the Seller Group, on the one hand, exclusive obligation and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required authority to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns (A) that are required to be filed after by the Sellers and/or its subsidiaries other than the Purchased Business Companies for all taxable periods, and (B) with respect to the Purchased Business Companies for all periods ending on or before the Closing Date at least Date. With respect to any Tax Return required to be filed with respect to a Purchased Business Company for a Straddle Period, Purchaser shall prepare the Tax Return and shall provide Sellers with a draft of any such Tax Return not less than 30 days prior to the due date for filing such Tax Returns (taking into account any extensions)Return, or as early as possible before such due date ifand Sellers will provide Purchaser with its comments and proposed changes, at the time of Closingif any, any to such Tax Return is not later than 15 days prior to such due in less than 30 daysdate, together and Sellers shall deliver to Purchaser any Pre-Closing Taxes set forth as due and payable on such Tax Return (reduced by all payments of such Taxes prior to the Closing Date and all payments of such Taxes by Sellers or their Affiliates following the Closing Date), and Purchaser or the Purchased Business Company shall cause such Tax Return to be filed as prepared by the Purchaser, and adjusted with payment for any Seller Indemnified appropriate changes recommended by Seller, if any, and shall pay (or cause to be paid) all Taxes shown set forth as due on such Tax Returns. Such Tax Returns not less than five shall be prepared in a manner consistent with past practices of the Purchased Business Days before such Taxes are dueCompanies unless otherwise required by Law. (ii) Except as provided in (i) or elsewhere in this Section 5.17, and Purchaser shall timely have the exclusive obligation and authority to file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns that are required to be filed with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required to be filed by or with respect to the Company or any of its Subsidiaries for any Straddle Tax Period before the later of (i) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall applyPurchased Business Companies. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaser.

Tax Returns. (a) Seller shall prepare or shall cause to be prepared (i%4) any combined, consolidated or unitary Tax Return that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date when due (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity all extensions properly obtained) (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser A) all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least 30 days prior by or with respect to the due date for filing such an Acquired Company on a combined, consolidated or unitary basis with Seller or any Affiliate thereof (other than HLI or any Subsidiary) and (B) all other Tax Returns that are required to be filed by or with respect to an Acquired Company (taking into account all extensions properly obtained) on or prior to the Closing Date. Seller shall remit or cause to be remitted any extensionsTaxes due in respect of the Tax Returns described in clause (A), or as early as possible before such due date if, at and the time of Closing, any such Acquired Company legally responsible for filing a Tax Return is described in clause (B) shall remit any Taxes due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on respect of such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser or reimburse Seller for amounts paid on its behalf (without duplication of amounts paid as a Deemed Tax Liability). Buyer shall timely file or cause to be timely filed such when due (taking into account all extensions properly obtained) all other Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is are required to be filed by or with respect to the Company HLI or any of its Subsidiaries for any Straddle Tax Period Subsidiary after the Closing Date that relate to a period beginning before the later Closing Date and Buyer shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. (i) All Tax Returns that Buyer is required to file or cause to be filed in accordance with this Section 10.02(a)(ii) or Seller is required to file or cause to be filed in accordance with Section 10.02(a)(i) (but only to the extent related to the Acquired Companies) that relate to any Taxable year or period beginning before the Closing Date shall be prepared and filed in a manner consistent with past practice and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods adopted in preparing and filing similar Tax Returns in prior periods, except as soon required by applicable Law as reasonably practicable and determined by Buyer with respect to the Tax Returns that it will be filing or caused to be filed or Seller with respect to the Tax Returns that it will be filing or cause to be filed, acting in good faith. With respect to any such Tax Return to be filed by Buyer, not less than thirty (ii30) 30 days prior to the due date thereof (for such Tax Return, taking into account any extensionsextensions (or, if such due date is within thirty (30) accompanied by days following the Closing Date, as promptly as practicable following the Closing Date), Buyer shall provide Seller with a statement calculating in reasonable detail draft copy of such Tax Return for Seller’s indemnification obligationapproval (which approval shall not be unreasonably conditioned, if any, pursuant to Section ‎7.1withheld or delayed). If for any reason Seller does such draft reflects a preparation not agree in conformity with Purchaser’s calculation of its indemnification obligationpast practice because Buyer has determined in good faith that such past practice is not permitted by applicable Law, Seller the parties shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but negotiate in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable good faith to resolve any dispute disagreement. If the parties cannot resolve such disagreement, the parties shall submit the matter to an independent third party reasonably acceptable to both parties, shall file such returns in accordance with the decision of such third party and shall each bear one-half of any associated costs (such procedures, the “Tax Dispute Mechanism”). (ii) With respect to any premium and any other material Tax Return that Seller is required to file or cause to be filed in accordance with Section 10.02(a)(i) (other than the federal consolidated income Tax Return that includes Seller) that reflects a Tax for which Buyer could be liable under Section 10.01(b)(i), not less than thirty (30) days prior to the due date for such Tax Return, taking into account extensions (or, if such due date is within thirty (30) days following the Closing Date, as promptly as practicable following the Closing Date), Seller shall provide Buyer, for Buyer’s approval (which approval shall not be unreasonably conditioned, withheld or delayed), a copy of such Tax Return (giving effect or portion thereof relevant solely to valid extensions)the Acquired Companies) prepared in accordance with past practice of Seller, Purchaser its Affiliates and the Acquired Companies. Any disagreements regarding such Tax Return shall be resolved pursuant to the Tax Dispute Mechanism, and Seller shall file the or cause to be filed such Tax Return as originally prepared finally agreed to by the parties. (but, reflecting iii) At least sixty (60) days prior to the due date (including extensions) of any items on which federal consolidated income Tax Return that includes Seller and Purchaser have that is prepared with respect to Taxable years beginning on or after the Accounts Date and on or prior to the Closing Date, the Acquired Companies shall prepare and deliver to Seller a pro forma copy of such Tax Return prepared solely with respect to the Acquired Companies, and a separate calculation illustrating the calculation of the Deemed Tax Liability in respect of federal income Taxes for the period covered by such Tax Return. Such pro forma Tax Return shall be prepared in a manner consistent with past practices of Seller, its Affiliates and the Acquired Companies, other than with respect to the calculation of the Deemed Tax Liability. Any disagreements regarding such pro forma Tax Returns and the associated calculation of Deemed Tax Liability shall be resolved pursuant to the Tax Dispute Mechanism. Seller shall file or cause to be filed any federal consolidated income Tax Returns governed by this Section 10.02(a)(iv) in accordance with the relevant pro forma Tax Returns as finally agreed, to the extent related to the Acquired Companies. (iv) At least sixty (60) days prior to the due date (including extensions) of the federal consolidated income Tax Return of the Acquired Companies for the taxable year or period that includes the “Closing” (as defined in the Specified Third-Party Reinsurance Binder), the Acquired Companies shall deliver a draft of the Final Reinsurance Terms Schedule setting forth the actual aggregate amounts described therein with respect to the Specified Third-Party Reinsurance Agreements along with any information reasonably requested by Seller in reviewing the Final Reinsurance Terms Schedule. Any disagreements regarding the Final Reinsurance Terms Schedule shall be resolved pursuant to the Tax Dispute Mechanism, and such schedule, as finally resolved, shall constitute the dispute resolution provisions Final Reinsurance Terms Schedule. If the Specified Third-Party Reinsurance Agreements are not consummated, the Acquired Companies shall have no obligation to deliver the Final Reinsurance Terms Schedule. (b) None of Section ‎7.15 Buyer or any Affiliate of Buyer, except as required by applicable Law as reasonably determined by Buyer acting in good faith, shall apply(or shall cause or permit any Acquired Company to) make or change any Tax election, amend, refile or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Return, or file any Tax Return for the first time in a jurisdiction not previously filed in, or of a type not previously filed, in each case, relating in whole or in part to HLI or any Subsidiary with respect to any Taxable year or period beginning before the Closing Date without the prior written consent of Seller, or take any other action that would increase any Tax Liability or reduce any Tax benefit in respect of any Taxable year or period beginning before the Closing Date. If Buyer determines that it is required by applicable Law to take any such actions, Buyer shall provide Seller prior notice of such determination. Unless required by applicable Law or specifically permitted under this Agreement, neither Seller nor any Affiliate of Seller shall amend any Tax Return relating in whole or in part to HLI or any Subsidiary in a manner that could reasonably be expected to increase the Tax liability or Deemed Tax Liability of HLI or any Subsidiary for any Post-Accounts Date Taxable Period or take any other action that would increase any Tax Liability or Deemed Tax Liability or reduce any Tax benefit of HLI or any Subsidiary in respect of any Post-Accounts Date Taxable Period without the prior written consent of Buyer. If Seller determines that it is required by applicable Law to amend any such Tax Return, Seller shall provide Buyer prior notice of such determination. Any resulting disagreement between Buyer and Seller shall be resolved through the Tax Dispute Mechanism. To the extent permitted by applicable Law, Buyer shall cause any Acquired Company to relinquish any carry back of any net operating loss, or any other attribute to any Taxable year or period (or portion thereof) ending prior to the Closing Date. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return Each of Seller and Buyer shall reimburse the other within 10 days of demand therefor for any Taxes for which it is liable under Section 10.01(a) or (iib) Purchaser shall not be (as the case may be) but which are remitted with a Tax Return required to provide any Person with any consolidated, combined, affiliated, aggregate be filed by the other party or unitary Tax Return (or copy thereof) of Purchaserits Affiliates under this Section 10.02.

Tax Returns. (a) Seller shall prepare or Petroleum Geo-Services, Inc. shall cause to be prepared included in the consolidated federal income Tax Returns (i) and the state income Tax Returns of any state that permits consolidated, combined, consolidated unitary or unitary similar income Tax Return that includes any member Returns, if any) of the Seller GroupPGS Group all Tax Items of PGS Onshore, on Inc. through the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) Closing Date that is are required to be included therein and shall cause such Tax Returns to be properly filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends on or before the Due Date and shall timely and properly pay any Taxes shown to be due on such Tax Returns. For purposes of such Tax Returns, the Tax Items of PGS Onshore, Inc. will, to the extent permitted by Law, be allocated to the period up to and including the Closing Date and the period after the Closing Date by closing the books of PGS Onshore, Inc. as of the end of the Closing Date. (a “Pre-Closing Separate Tax Return”). Seller b) The Sellers shall timely prepare, or cause to be prepared, and properly file or cause to be timely properly filed any Combined when due all Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller Returns with respect to such entity). Seller shall prepare the Purchased Entities and delivertheir Subsidiaries, or cause to be delivered, to Purchaser all Pre-Closing Separate other than the Tax Returns described in Section 10.2(a) and Tax Returns of PGS Mexicana, S.A. de C.V. and PGS Administración y Servicios S.A. de C.V., that are required to be filed after the Closing Date at least 30 days prior to for the due date for filing such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due2009 calendar year, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely properly pay any Taxes shown to be due with on such Tax Returns. (bc) Purchaser The Purchasers shall prepare prepare, or cause to be prepared, and timely properly file or cause to be prepared and timely properly filed when due all Tax Returns with respect to the Company Purchased Entities and its Subsidiaries for Straddle their Subsidiaries, other than the Tax Periods. Purchaser shall deliver to Seller for its review Returns described in Section 10.2(a) and comment a copy of any such Tax Return Section 10.2(b), that is are required to be filed after the Closing Date and shall timely and properly pay any Taxes shown to be due on such Tax Returns. (d) Except as required by or with respect to Law, without the Company or any prior written consent of its Subsidiaries for any Straddle the Purchaser Tax Period before Representative (which consent shall not be unreasonably withheld), all Tax Returns that are prepared by the later of (i) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, Sellers pursuant to Section ‎7.1. If 10.2(b), and the portion of any Tax Return described in Section 10.2(a) relating exclusively to PGS Onshore, Inc. (a “Separate Company Tax Return”), shall be prepared on a basis consistent with prior periods and none of the Purchased Entities or their Subsidiaries shall make or change any election, adopt or change an annual accounting period, change any accounting method, or file any amended Tax Return if such change or amendment would have the effect of increasing the Tax liability of the Purchased Entities for any reason Seller does not agree taxable period, or portion thereof, beginning after the Closing Date. (e) The Sellers and Purchasers shall cooperate with Purchaser’s calculation each other and shall make available all necessary records and timely take all action necessary to allow each party to prepare and file any Tax Return described in this Section 10.2. (f) If any of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy the Purchasers or the Sellers may be liable for any portion of the Tax payable in connection with any Tax Return and Purchaser’s calculation (but in any event within a reasonable period to be filed by the other, the Tax Representative of time prior to the last date party responsible under this Agreement for timely filing such Tax Return). Seller Return (the “Preparer”) shall prepare and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior deliver to the due date Tax Representative of the other party (the “Payor”) not later than 14 days before the Due Date a draft of such Tax Return (giving effect to valid extensionsor, in the case of a Tax Return described in Section 10.2(a), Purchaser shall file the Separate Company Tax Return), any schedules, work papers and other documentation then available that are relevant to the preparation of the portion of such Tax Return or Separate Company Tax Return for which the Payor is or may be liable under this Agreement and a statement setting forth in reasonable detail the amount of Taxes proposed to be payable with respect to such Tax Return or Separate Company Tax Return for which the Payor is liable under this Agreement. The Payor shall, prior to the filing of the Tax Return as originally prepared Return, have the opportunity to review and consent (butwhich consent shall not be unreasonably withheld) at any time not later than 5 Business Days after receipt of such draft and statement with respect to Tax Items for which the Payor may be liable under this Agreement (the “Payor Portion”). In the event that the Payor does not consent to the treatment of the Payor Portion, reflecting any items the Tax Representatives shall work together, each acting in good faith, to agree on which the treatment of such Payor Portion. Not later than 30 days after filing, the Purchasers shall provide the Seller Tax Representative with copies of all Tax Returns filed, or caused to be filed, by the Purchasers with respect to the Purchased Entities for taxable periods ending on or before the Closing Date, for Straddle Periods and Purchaser have agreed)for the 2009 calendar year Tax Returns of PGS Mexicana, S.A. de C.V. and PGS Administración y Servicios, S.A. de C.V., and the dispute resolution provisions Sellers shall provide the Purchaser Tax Representative with copies of any Separate Company Tax Return and of all Tax Returns filed, or caused to be filed, after the Closing Date by the Sellers pursuant to Section ‎7.15 10.2(b). The Payor shall applypay to the Preparer the amount of the Taxes with respect to any such Tax Return or Separate Company Tax Return for which the Payor is liable on or before the date one day before the Due Date for such Taxes (provided that the Preparer has provided written notification to the Payor of such Due Date). (cg) Notwithstanding anything The Seller Tax Representative shall provide to the contrary Purchaser Tax Representative within 90 days after the Closing Date copies of Tax Returns and all books and records with respect to Taxes of the Purchased Entities and their Subsidiaries that are in this Agreement the possession of PGS or any Final Ancillary Documentan Affiliate of PGS, except to but are not in the extent such Tax Return relates solely to possession of the CompanyPurchased Entities or their Subsidiaries, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return as of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaserthe Closing Date.

Tax Returns. (a) Seller The Sellers shall prepare or shall cause to be prepared (i) any combined, consolidated or unitary Tax Return that includes any member of responsible for the Seller Group, on the one hand, preparation and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date filing (taking into account any extensions). In extensions received from the case relevant Tax Authorities) of any such Combined all Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return Returns in a manner consistent with past practices respect of the relevant entity (Assets or of Seller with respect to such entity). Seller shall prepare and deliverthe Business, or cause to be delivered, to Purchaser for all Pre-Closing Separate Taxable Periods (other than any Tax Returns with respect to Transfer Taxes (“Transfer Tax Returns”) described below in Section 6.6(b)). Such Tax Returns shall be true, correct and complete in all material respects. Except as otherwise provided in this Agreement, all Taxes indicated as due and payable on such Tax Returns shall be paid by (or shall be caused to be paid by) Sellers as and when required by Law. (b) Each Transfer Tax Return with respect to Transfer Taxes imposed in respect of this Agreement and the transactions contemplated herein or in respect of the execution of any Ancillary Agreement shall be prepared by the Party that customarily has primary responsibility for filing such Transfer Tax Return pursuant to the applicable Tax Laws. Any Transfer Tax Returns prepared by the Sellers pursuant to this Section 6.6(b) shall be made available to the Purchaser at least five (5) Business Days before such Tax Returns are required due to be filed. Subject to Section 6.1(a), the Purchaser shall pay to the Sellers any applicable amount of Transfer Taxes payable in respect of Transfer Tax Returns to be filed after by the Closing Date Sellers pursuant to this Section 6.6(b) at least 30 days prior to one (1) Business Day before such Transfer Tax becomes due and payable. (c) The Purchaser shall be responsible for the due date for preparation and timely filing such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at extensions received from the time relevant Tax Authorities) of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company and its Subsidiaries Assets or the Business for all Straddle Tax Periods. Such Tax Returns shall be true, correct and complete in all material respects. All Taxes indicated as due and payable on such Tax Returns shall be paid by (or shall be caused to be paid by) the Purchaser as and when required by Law. (d) The Sellers shall deliver be entitled to Seller for its review and comment on any Tax Return (other than a copy Transfer Tax Return described in Section 6.6(b)) prepared by the Purchaser for any Straddle Period before any such Tax Return is filed. The Purchaser shall use reasonable efforts to submit a draft of any such Tax Return that to the Sellers at least thirty (30) days before the date such Tax Return is required to be filed by or with the relevant Tax Authority. The Sellers shall have ten (10) days after the date of receipt thereof to submit to the Purchaser, in writing, the Sellers’ written comments with respect to such Tax Return. The Purchaser shall file such Tax Return in accordance with the Company or Sellers’ reasonable comments. (e) Notwithstanding any contrary provision in this ARTICLE VI, each Seller shall pay to the Purchaser the amount of its Subsidiaries liability for Taxes shown to be due on any Tax Return for a Straddle Tax Period before the later of at least three (i3) as soon as reasonably practicable and (ii) 30 days Business Days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligationthereof, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions); provided, Purchaser shall file the Tax Return as originally prepared however, that (but, reflecting any items on which i) if such Seller and the Purchaser have agreed)are unable to agree as to the amount of such liability prior to such due date, and such Seller shall pay to the dispute resolution provisions of Section ‎7.15 shall applyPurchaser such amount as it in good faith believes that it owes. (cf) Notwithstanding anything any contrary provision in this ARTICLE VI, the Sellers shall not be entitled to any Tax-related information, including any Tax Return, that includes assets or operations of the Purchaser or any of its Affiliates in addition to the contrary in this Agreement or any Final Ancillary DocumentAssets; provided, except to however, that the extent such Purchaser shall provide the Sellers with a copy of a pro forma Tax Return relates relating solely to the Company, (i) Seller shall not be required to provide Assets for any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of PurchaserStraddle Period.

Tax Returns. (a) Seller shall prepare will prepare, or shall cause to be prepared (i) prepared, all Tax Returns for any combinedaffiliated, consolidated consolidated, combined or unitary Tax Return that includes groups of which any member of the Companies are members along with Seller Group, on the one hand, and the Company or any of its SubsidiariesAffiliates (other than the Companies) (the “Affiliated Group Tax Returns”). With regard to Tax Returns for the Companies other than the Affiliated Group Tax Returns, on (i) Seller will prepare, or cause to be prepared, all Tax Returns for any Pre-Closing Tax Period (the other hand (a “Combined Pre-Closing Tax ReturnReturns”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliverBuyer will prepare, or cause to be deliveredprepared, all Tax Returns for any Straddle Period (the “Straddle Period Tax Returns”). Except as required by applicable Law and except for changes required due to Purchaser all the Section 336(e) Election, any such Pre-Closing Separate Tax Returns that are required to or Straddle Period Tax Returns will be filed after prepared consistent with the Closing Date at least 30 past practices of the Companies. Not less than twenty (20) days prior to the due date for filing such of any Pre-Closing Tax Returns (taking into account Return due after the Closing Date or any extensionsStraddle Period Tax Return that is prepared pursuant to this Section 5.6(b), or as early as possible before such due date if, at a copy of the time of Closing, any such Pre-Closing Tax Return is due in less than 30 daysor Straddle Period Tax Return proposed to be filed will be delivered to Buyer or Seller, together with payment as applicable, for any its review, comment and approval (which approval will not be unreasonably withheld, conditioned or delayed). Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are dueshall pay, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any paid, to Buyer within five (5) days after the date on which Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns are paid with respect to the Company and its Subsidiaries for a Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required to be filed by or with respect Period an amount equal to the Company or any portion of its Subsidiaries for any Straddle Tax Period before the later of (i) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligationsuch Taxes, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior which relates to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date portion of such Tax Return (giving effect to valid extensions)period ending on the Closing Date, Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed)after taking into account, and the dispute resolution provisions of Section ‎7.15 shall applywithout duplication of, any Taxes that were included in Closing Indebtedness or Closing Working Capital. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaser.

Tax Returns. (a) Seller The Company shall prepare file or shall cause to be prepared filed when due (itaking into account all extensions properly obtained) any combined, consolidated or unitary all Tax Return Returns that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is are required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends Acquired Companies on or before prior to the Closing Date (a “Pre-Closing Separate Date, and the Company shall remit or cause to be remitted any Taxes due in respect of such Tax Return”)Returns. Seller Parent shall, or shall timely cause Purchaser to, file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date when due (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate extensions properly obtained) all Tax Returns that are required to be filed after the Closing Date at least 30 days prior to the due date for filing such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required to be filed by or with respect to the Company Acquired Companies for taxable years or any of its Subsidiaries periods ending on or before the Closing Date and for any Straddle Period (“Purchaser Prepared Tax Period before the later of (i) as soon as reasonably practicable Returns”). The Purchaser Prepared Tax Returns shall be prepared in a manner consistent with prior tax accounting practices and (ii) 30 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy methods of the Tax Return and Purchaser’s calculation Acquired Companies (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent that Purchaser reasonably determines that such Tax Return relates solely Returns cannot be so prepared and filed or an item so reported in accordance with applicable Legal Requirements). To the extent that such Purchaser Prepared Tax Returns reflect a liability for which an indemnity claim may be made pursuant to Section 11.2(a) or a refund payable to the CompanySelling Shareholders pursuant to Section 7.2(c), Parent shall, or shall cause Purchaser to, provide to the Sellers’ Representative copies of all such Purchaser Prepared Tax Returns (including all relevant work papers) that are income Tax Returns at least thirty (30) days prior to filing and all such Purchaser Prepared Tax Returns (including all relevant work papers) that are non-income Tax Returns at least fifteen (15) days prior to filing, shall permit the Sellers’ Representative to review and comment on each such Purchaser Prepared Tax Return prior to filing and shall consider in good faith all reasonable comments made by the Sellers’ Representative that are requested within ten (10) days after delivery of such Purchaser Prepared Tax Returns. Parent and Purchaser shall incorporate any such reasonable comments requested by the Sellers’ Representative to the extent such comments relate to items that would be expected to affect the Taxes of the Selling Shareholders. The Parties acknowledge and agree that (i) Seller shall not be required to provide any Person with any consolidatedthe extent applicable Tax-related Legal Requirements so permit, combined the Parties will treat or unitary Tax Return elect to treat the taxable year of Seller and the Acquired Companies as terminating on the Closing Date, (ii) Purchaser to the extent applicable Tax-related Legal Requirements so permit, any income Tax deduction arising from the bonuses, option cashouts, restricted stock units, or other compensation and transaction expenses payments funded with the Purchase Price or made by the Company or its Subsidiaries in connection with the transactions contemplated by this Agreement shall not be required allocable to provide the Pre-Closing Tax Period, and (iii) to the extent applicable Tax-related Legal Requirements so permit, e-TeleQuote shall make a timely election under Revenue Procedure 2011-29, 2011-18 I.R.B. 746, to apply the seventy per cent (70%) safe-harbor to any Person with any consolidatedexpenses that are “success based fees” as defined in Treasury Regulation Section 1.263(a)-5(f). For the avoidance of doubt, combinedthe Sellers’ Representative shall prepare and file, affiliatedor cause to be prepared and filed, aggregate or unitary all Tax Return (or copy thereof) Returns of Purchaserthe Company.

Tax Returns. (ai) Seller Parent shall prepare or shall cause to be prepared (iA) any combined, consolidated or unitary Consolidated Tax Return that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (iiB) any Tax Return (other than any Combined Consolidated Tax ReturnReturn and Tax Return with respect to a Straddle Period) that is required to be filed by or with respect to the Company or any of its Subsidiaries the Business Companies for any taxable period that ends Pre-Closing Tax Period to the extent a Parent Entity is liable under this Agreement or applicable Law for the payment of Taxes on or before the Closing Date such Tax Return (a “Pre-Closing Separate Tax Return”). Seller Parent shall timely file or cause to be timely filed any Combined Tax Return and any prepare all Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return Returns in a manner consistent with past practices of the relevant entity (or of Seller and in accordance with respect to such entity). Seller applicable Law, shall prepare and promptly deliver, or cause to be delivered, to Purchaser Buyer all Pre-Closing Separate such income Tax Returns that are required to be filed after the Closing Date at least 30 20 days prior to the due date thereof (taking into account any customary, automatic extensions of the time to file) and all such non-income Tax Returns reasonably prior to the due date for filing such non-income Tax Returns (taking into account any extensionscustomary, automatic extensions of the time to file), or as early as possible before such due date ifand, at the time in each case, shall consider in good faith all reasonable comments of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser Buyer. Buyer shall timely file or cause to be timely filed each such Pre-Closing Separate Tax Return. Buyer shall not amend or revoke any (i) Consolidated Tax Return or (ii) Pre-Closing Separate Tax Returns and timely pay (or any election relating thereto) to the extent such amendment or revocation of any such Pre-Closing Separate Tax Returns could reasonably be expected to affect a Parent Entity’s liabilities for Taxes shown under this Agreement or applicable Law without the prior written consent of Parent. Buyer shall promptly provide (or cause to be due provided) to Parent any information reasonably requested by Parent to facilitate the preparation and filing of any Tax Returns described in this ‎Section 5.07(a)(i), and Buyer shall reasonably prepare (or cause to be prepared) such information in a manner and on a timeline requested by Parent, which information and timeline shall be consistent with such Tax Returnsthe past practice of the applicable Business Company (or Parent or its Affiliates with respect to the applicable Business Company); provided, Parent shall reimburse Buyer for any reasonable out-of-pocket expenses related thereto. (bii) Purchaser Except for any Tax Return required to be prepared by Parent pursuant to ‎Section 5.07(a)(i), Buyer shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Business Companies. In the case of any such Tax Return for a Straddle Period that includes Taxes for which a Parent Entity is or may be liable under this Agreement or applicable Law (a “Straddle Period Separate Tax Return”), Buyer shall prepare or cause to be prepared such Straddle Period Separate Tax Return in a manner consistent with past practices of the applicable Business Company and (or Parent or its Subsidiaries for Straddle Tax PeriodsAffiliates with respect to the applicable Business Company). Purchaser Buyer shall deliver to Seller Parent for its review and comment a copy of any such Straddle Period Separate Tax Return that is required to be filed by or with respect to the Company or any of its Subsidiaries for any Straddle Tax Period before the later of (i) as soon as reasonably practicable and (ii) 30 Returns at least 20 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligationcustomary, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy automatic extensions of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Returnfile). Seller and Purchaser Buyer shall use commercially consider in good faith all reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute comments of Parent received at least 10 days prior to the due date of thereof. Buyer shall not amend or revoke any such Straddle Period Separate Tax Return Returns (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except notification or election relating thereto) to the extent such amendment or revocation could reasonably be expected to adversely affect a Parent Entity without the prior written consent of Parent. At Parent’s reasonable written request, Buyer shall file, or cause to be filed, amended Straddle Period Separate Tax Return relates solely to Returns, unless the Company, amendment could adversely affect Buyer or its Affiliates (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaserother than a de minimis effect).

Tax Returns. (a) Seller shall prepare or shall cause to be prepared (i) any combinedExcept as set forth in Section 6.8(b) or Section 6.8(d)(ii), consolidated or unitary Tax Return that includes any member of the Seller Group, on the one handshall, and shall cause the Company or any of its Subsidiaries, on Other Asset Sellers and/or the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required Purchased Entities to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least 30 days prior to the due date for filing such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely duly file or cause to be timely duly filed within applicable statutory limits all Tax Returns of or that include the Purchased Entities or the Purchased Assets (including amendments thereto) that (x) are due to be filed (giving effect to any extension of time to file) on or prior to the Closing Date or (y) are for Tax periods that end on or prior to the Closing Date (“Seller-Signed Tax Returns”)); provided, that, with respect to Seller-Signed Tax Returns of Purchased Entities that are filed following the Closing Date and Seller-Signed Tax Returns of Acquisition Entities that are filed before the Closing Date, in each case that are Income Tax Returns, Seller (A) shall provide Buyer with a draft copy of each such Seller-Signed Tax Return at least 45 Business Days before the due date for the filing of such Tax Returns Return (including extensions), (B) shall consider in good faith any comments provided by Buyer within 20 Business Days after receipt of the draft from Seller, and timely pay any Taxes shown to be due (C) shall provide Buyer with a finalized copy of such Tax ReturnsReturn at least 10 Business Days before such due date. Seller shall not file such Tax Return until the earlier of (x) the receipt of written notice from Buyer indicating Buyer’s consent thereto, or (y) one day prior to the due date. All Seller-Signed Tax Returns of any Purchased Entity shall (to the extent related to the Purchased Shares, Purchased Assets, Assumed Liabilities or the Business) be prepared using accounting methods and other practices that are consistent with those used in the Tax Returns filed prior to the Closing (except as otherwise required by applicable Law or to correct any clear errors). (bii) Purchaser Buyer shall prepare and timely file file, or cause to be prepared and timely filed filed, all Buyer-Signed Tax Returns in a timely manner with respect the appropriate Taxing Authorities, using accounting methods and other practices that are consistent with past practice of the Business (except as otherwise required by applicable Law or to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser correct any clear errors); provided that Buyer (A) shall deliver to provide Seller for its review and comment with a draft copy of any each such Buyer-Signed Tax Return that is required to be filed by or with respect to the Company or any of its Subsidiaries for any Straddle Tax Period at least 45 Business Days before the later of (i) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return (including extensions), (B) shall consider in good faith any comments provided by Seller within 20 Business Days after receipt of the draft from Buyer, and (C) shall provide Seller with a finalized copy of such Tax Return at least 10 Business Days before such due date. Buyer shall not file such Tax Return until the earlier of (x) the receipt of written notice from Seller indicating Seller’s consent thereto, or (y) one day prior to the due date. As used herein, “Buyer-Signed Tax Returns” shall mean all Tax Returns of each Acquisition Entity that are due to be filed (giving effect to valid extensions), Purchaser shall file any extension of time to file) following the Closing Date that are for Tax Return as originally prepared (but, reflecting any items periods that end on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything or prior to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of PurchaserClosing Date.

Tax Returns. Except as otherwise provided in Section 5.6(a): (ai) The Seller Parties shall prepare and timely file, or shall cause to be prepared (i) any combinedand timely filed, consolidated or unitary all Tax Return Returns that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is are required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period Acquired Companies that ends are due on or before the Closing Date (a “Pre-Closing Separate Tax Return”)Date. The Seller Parties shall timely file remit, or cause to be timely filed any Combined remitted, all Taxes due in respect of such Tax Return and any Pre-Closing Separate Returns. All such Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller Returns shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be deliveredpractice in all material respects, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least 30 extent permitted by Law. Not later than thirty (30) days prior to the due date for filing of each such Tax Returns Return (after taking into account any extensions), or as early as possible before such due date if, at the time Seller Parties shall provide the Buyer with a draft copy of Closing, any such Tax Return is (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 the Seller Parties shall include, in the Tax Return filed, all reasonable comments provided by the Buyer with respect to any such draft copy not later than five (5) days prior to such due in less than 30 daysdate. (ii) Unless required by applicable Law, together none of the Buyer, the Seller Parties or an Acquired Company shall withdraw, repudiate, amend, refile or otherwise modify, or cause or permit to be withdrawn, repudiated, amended, refiled or otherwise modified, any Tax Return filed by, or with payment respect to, an Acquired Company for any Seller Indemnified Taxes shown as due taxable year or period (or portion thereof) ending on such Tax Returns or prior to the Closing Date without the prior written consent of the other parties, which shall not less than five Business Days before such Taxes are duebe unreasonably withheld, and Purchaser conditioned or delayed. (iii) The Buyer shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be when due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required to be filed by or with respect to each of the Company Acquired Companies after the Closing Date with respect to any taxable period (or any of its Subsidiaries for any Straddle Tax Period portion thereof) ending on or before the Closing Date that are due after the Closing Date. The Buyer shall timely remit, or cause to be timely remitted, all Taxes due in respect of such Tax Returns. All such Tax Returns shall be prepared in a manner consistent with past practice in all material respects, to the extent permitted by Law. Not later of than thirty (i30) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof for filing of each such Tax Return (after taking into account any extensions) accompanied by ), the Buyer shall provide the Seller Parties with a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a draft copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return (giving effect in the case of Tax Returns required to valid extensions)be filed by an Acquired Company) or a draft copy of the portion of such Tax Return relating directly and solely to each Acquired Company (in the case of Tax Returns required to be filed with respect to an Acquired Company) for review and comment by the Seller Parties, Purchaser and the Buyer shall file include, in the Tax Return as originally prepared filed, all reasonable comments provided by the Seller to the Buyer with respect to any such draft copy not later than five (but5) days prior to such due date. In the event of any disagreement that cannot be resolved between the Buyer and the Seller with respect to any comments provided pursuant to this Section 5.6(b)(i) or (iii), reflecting any items on which such disagreement shall be resolved by an accounting firm of international reputation mutually agreeable to the Buyer and the Seller and Purchaser have agreed(the “Tax Accountant”), and any such determination by the dispute resolution provisions Tax Accountant shall be final. The fees and expenses of Section ‎7.15 the Tax Accountant shall applybe borne equally by the Buyer and the Seller. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaser.

Tax Returns. (a) Seller shall prepare or shall cause to be prepared (i) any combined, consolidated or unitary Tax Return that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller Sellers' Representative shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliver, file or cause to be delivered, filed all Tax Returns for the Company Group relating solely to Purchaser all any Pre-Closing Separate Tax Period required to be filed prior to, on or after the Closing Date. Such Tax Returns that are shall be prepared on a basis consistent with past similar Tax Returns unless otherwise required by applicable law. Sellers' Representative shall (i) deliver a copy of the Tax Return to the Purchaser for review and comment, in the case of an income Tax Return, not less than thirty (30) Business Days prior to the date on which such Tax Return is due to be filed (taking into account any applicable extensions), and, in the case of any other Tax Return, within a reasonable period before such Tax Return is due to be filed taking into account any applicable extensions and the periodicity of the relevant Tax Return and (ii) reasonably and in good faith consider requested revisions to such Tax Returns with respect to items which may cause Purchaser to be subject to higher Taxes after the Closing Date. (ii) Purchaser shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company Group other than those required to be filed by Sellers’ Representative in Section 6.9(a)(i) required to be filed after the Closing Date at least 30 days prior to the due date for filing such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with Date. With respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required relates to be filed by or with respect to the Company or any of its Subsidiaries for any Straddle a Pre-Closing Tax Period before the later of Period, Purchaser shall (i) as soon as reasonably practicable and prepare the Tax Return on a basis consistent with past similar Tax Returns, unless otherwise required by applicable law, (ii) 30 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving deliver a copy of the Tax Return to the Sellers’ Representative for review and Purchaser’s calculation comment, in the case of an income Tax Return, not less than thirty (but 30) Business Days prior to the date on which such Tax Return is due to be filed (taking into account any applicable extensions), and, in the case of any event other Tax Return, within a reasonable period before such Tax Return is due to be filed taking into account any applicable extensions and the periodicity of time prior the relevant Tax Return and (iii) reasonably and in good faith consider requested revisions to such Tax Returns with respect to items for which Sellers could be liable. To the last date for timely filing extent that any Indemnified Taxes are shown as due and payable on any such Tax Return). Seller and Purchaser , such Taxes shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall applybe borne by Sellers. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaser.

Tax Returns. (a) Seller shall prepare or shall cause to be prepared (i) any combined, consolidated or unitary Tax Return that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller Sellers shall timely file or cause to be timely filed any Combined when due (taking into account all extensions properly obtained) (x) all income Tax Return and any Pre-Closing Separate Tax Return that is Returns required to be filed by the Company relating to taxable years or periods ending on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date other than any such Tax Return relating to income Taxes payable by the Company at least 30 the time such Tax Return is filed (with the Tax Returns required to be filed by Sellers pursuant to this clause (x) referred to herein as “Flow-Through Tax Returns”) and (y) all other Tax Returns required to be filed by the Company on or prior to the Closing Date. In each case, Sellers shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. All Tax Returns that Sellers are required to file or cause to be filed in accordance with this subparagraph (i) shall be prepared and filed in a manner consistent with past practice and, 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. With respect to any Flow-Through Tax Return, not less than thirty (30) days prior to the due date for such Tax Return, taking into account extensions (or, if such due date is within thirty (30) days following the Closing Date, as promptly as practicable following the Closing Date), Sellers shall provide Buyer with a draft copy of such Tax Return for the Buyer’s review and comment and will consider in good faith any comments received in writing from Buyer within a reasonable period of time prior to the due date for filing such Tax Returns Return. (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser ii) Buyer shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be when due with such Tax Returns. (btaking into account all extensions properly obtained) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company and its Subsidiaries for Straddle other than Flow-Through Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return Returns that is are required to be filed by the Company following the Closing Date and shall remit or with cause to be remitted any Taxes due in respect of such Tax Returns. With respect to the Company or any of its Subsidiaries for any Straddle Tax Period before the later of (i) as soon as reasonably practicable and Return required to be filed by Buyer pursuant to this subparagraph (ii) 30 that relates to (A) a taxable year or period ending on or before the Closing Date or (B) a Straddle Period, not less than thirty (30) days prior to the due date thereof (for such Tax Return, taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligationextensions (or, if anysuch due date is within thirty (30) days following the Closing Date, pursuant to Section ‎7.1. If for any reason as promptly as practicable following the Closing Date), Buyer shall provide the Seller does not agree Representative with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a draft copy of the such Tax Return for the Sellers’ review and Purchaser’s calculation (but comment and will consider in good faith any event comments received in writing from Buyer within a reasonable period of time prior to the last due date for timely filing such Tax Return. (iii) Sellers shall reimburse Buyer for the Taxes for which Sellers are liable pursuant to Section 5.01(a) but which are remitted in respect of any Tax Return required to filed by Buyer pursuant to this Section 5.01(b) upon the written request of Buyer setting forth in detail the computation of the amount owed by Sellers (which, in the case of any Straddle Period, shall be determined in accordance with Section 5.01(a)(ii). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute ), but in no event earlier than five (5) days prior to the due date for paying such Taxes. For the avoidance of doubt, such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller reimbursement obligation shall not be required subject to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaserthe limitations on indemnification set forth in Section 6.03.

Tax Returns. (a) Seller shall will prepare and file, or shall cause to be prepared (i) any combinedand filed, consolidated or unitary Tax Return that includes any member all of the Seller Group, on the one hand, and the Company Company's Tax Returns for all taxable years or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends periods ending on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Date, and Seller shall timely file will pay, or cause to be timely filed any Combined Tax Return paid, all Taxes shown as due thereon, (and any Pre-Closing Separate Tax Return that is required will be entitled to be filed on or before all refunds thereof) except to the extent such Taxes are taken into account in the calculation of the Closing Date (taking into account any extensions)Net Book Value. In the case of any such Combined Tax Return and any Pre-Closing Separate Tax ReturnSeller will prepare, Seller shall prepare or cause to be prepared prepared, such Tax Return in a manner Returns using accounting methods and other practices that are consistent with past practices of those used by the relevant entity Company in its prior Tax Returns. Items to be taken into account in the Company's Tax Return for the short taxable period ending on the Closing Date will be determined under the "closing-the-books" method as described in Treasury Regulation Section 1.1502-76(b)(2)(i) (or any similar provision of Seller with respect to such entitystate, local or foreign law). Seller shall prepare and will deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate a draft of each of the Tax Returns that are required for the Company to be filed after Buyer not less than 75 days prior to the Closing Date at least due date for filing such Tax Returns, and Buyer will provide Seller with its comments on, and proposed changes to, such Tax Returns not later than 45 days prior to such due date. If any aspect of such Tax Returns remains in dispute within 30 days prior to the due date for filing such Tax Returns (taking into account any extensions)Returns, or as early as possible before the matter in dispute will be submitted to a mutually acceptable, nationally-recognized firm of certified public accountants for resolution. The decision of such due date if, at accountant will be final and binding on the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are dueparties, and Purchaser shall timely file or cause to the fees and expenses of the accountant will be timely filed such Tax Returns paid one-half by Buyer and timely pay any Taxes shown to be due with such Tax Returnsone-half by Seller. (b) Purchaser shall Buyer will prepare and timely file file, or cause to be prepared and timely filed filed, all of the Company's Tax Returns for all taxable years or periods ending after the Closing Date, and Buyer will pay, or cause to be paid, all Taxes shown as due thereon; provided, that with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required to be filed by or with respect to the Company or any of its Subsidiaries for any Straddle Tax Period before the later of (i) Period, Buyer will be entitled to indemnification as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating set forth in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply11.3. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaser.

Tax Returns. (ai) The Seller shall cause the Company or Seller, as applicable, at the Seller’s sole cost and expense, to prepare or shall cause to be prepared (i) any combined, consolidated or unitary Tax Return that includes any member of the Seller Group, on the one hand, in a manner consistent with past practice and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined (i) all federal, state, local and foreign Tax Return and any Pre-Closing Separate Tax Return that is Returns required to be filed on or before by the Closing Date Company (taking into account any extensions). In valid extension of time to file) on or prior to the case of any such Combined Tax Return and any Closing Date (“Pre-Closing Separate Tax ReturnReturns”) and (ii) all Pass-Through Tax Returns (together, the “Seller Prepared Tax Returns”), and shall prepare pay or cause to be prepared paid any Taxes due in respect of such Seller Prepared Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity)Returns. The Seller shall prepare and deliver, or cause to be delivered, to Purchaser provide the Buyer with copies of all Pre-Closing Separate such Seller Prepared Tax Returns that are required to be filed after the Pre-Closing Date at least Tax Returns no later than 30 days prior to the due date for filing thereof for the Buyer’s review and approval (such Tax Returns (taking into account any extensionsapproval not to be unreasonably withheld, conditioned or delayed), or as early as possible before such due date if. Buyer, at the time of Closingits sole cost and expense, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely file or cause to be filed all Tax Returns with of the Company that are due after the Closing Date and not Seller Prepared Tax Returns (“Post-Closing Tax Returns”). (ii) With respect to the Company Pre-Closing Tax Returns, the Buyer and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required to be filed by or with respect to the Company or any of its Subsidiaries for any Straddle Tax Period before the later of (i) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but act in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable good faith to resolve any dispute prior to the due date (taking into account any valid extensions) of such Pre-Closing Tax Return Returns (giving effect or, if earlier and applicable, prior to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items date on which Seller and Purchaser have agreedthe Purchase Price is finally determined pursuant to Section 1.5), and if the Parties hereto agree on any such Pre-Closing Tax Returns, then the Parties hereto shall file, or cause to be filed, the applicable Pre-Closing Tax Returns in such agreed-upon manner. If the Buyer and Seller cannot resolve any disputed item with respect to any such Pre-Closing Tax Return within a period of fifteen (15) days following the receipt of a written notice of such disputed item(s) disagreement pursuant to this Section 6.6(a) (or, if earlier, prior to the date on which the Purchase Price is finally determined pursuant to Section 1.5), such dispute shall be submitted to and resolved by the Neutral Accountant pursuant to the dispute resolution provisions of mechanism in Section ‎7.15 1.5, whereby the Neutral Accountant’s decision shall applybe final, binding, conclusive and non-appealable by the Parties hereto absent fraud or manifest error. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaser.

Tax Returns. Except as provided in Section 4.7(e): (ai) Seller The Sellers shall prepare prepare, or shall cause to be prepared (i) any combined, consolidated or unitary Tax Return that includes any member of the Seller Group, on the one handprepared, and file or cause to be filed when due Tax Returns with respect to the Company Companies and their Subsidiaries for any taxable period ending on or before the Closing Date. The Sellers shall bear all costs of preparing such Tax Returns and shall timely pay any of its Subsidiaries, Taxes due on such Tax Returns with respect to the other hand (a “Combined Tax Return”) Companies and their Subsidiaries for any taxable period ending on or before the Closing Date. (ii) The Buyer shall prepare, or cause to be prepared, and file or cause to be filed when due all other Tax Returns with respect to the Companies and their Subsidiaries. The Buyer shall bear all costs of preparing such Tax Returns and shall timely pay any Taxes due on such Tax Returns with respect to the Companies and their Subsidiaries for any taxable period ending after the Closing Date. (iii) If either the Buyer or the Sellers may be liable for any portion of the Tax payable in connection with any Tax Return (other than any Combined Tax Return) that is required to be filed by the other, the party responsible under this Agreement for filing such return (the “Preparer”) shall prepare and deliver to the other party (the “Payor”) a copy of such return and any schedules, work papers and other documentation then available that are relevant to the preparation of the portion of such return for which the Payor is or may be liable under this Agreement not later than 45 days before the Due Date (as defined in Section 4.7(j) of this Agreement). The Preparer shall not file such return until the earlier of either the receipt of written notice from the Payor indicating the Payor’s consent thereto, or the Due Date. (iv) The Buyer shall provide the Sellers with copies of all Tax Returns filed, or caused to be filed, by the Buyer with respect to the Company or any of its Companies and their Subsidiaries for any periods beginning on or before the Closing Date and ending after the Closing, and the Sellers shall provide the Buyer with copies of all Tax Returns filed, or caused to be filed, after the Closing Date by the Sellers with respect to the Companies and their Subsidiaries. The Sellers shall reimburse the Buyer for all Taxes allocated to the portion of the taxable period that ends on or before the Closing Date on such Tax Returns, to the extent such Taxes have not been previously paid by the Sellers, any Company, or any Subsidiary of a Company to the relevant taxing authority. (a “Pre-Closing Separate v) The Payor shall have the option of providing to the Preparer, at any time at least 15 days prior to the Due Date, written instructions as to how the Payor wants any, or all, of the items for which it may be liable reflected on such Tax Return”). Seller shall timely file or The Preparer shall, in preparing such return, cause the items for which the Payor is liable under this Agreement to be timely filed reflected in accordance with the Payor’s instructions (unless, in the opinion of a partner of an internationally recognized law or accounting firm retained by the Preparer, complying with the Payor’s instructions would likely subject the Preparer to any Combined criminal penalty or a non-criminal penalty in an amount equal to at least 20% of the Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Returnitem) and, Seller shall prepare or cause to be prepared in the absence of having received such Tax Return instructions, in a manner consistent accordance with past practices practice. The Payor shall pay to the Preparer the amount of the relevant entity (or of Seller Taxes with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after Return for which the Closing Date at least 30 Payor is liable not later than five days prior to the due date for filing such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (bvi) Purchaser If the Preparer fails to satisfy its obligations under this Section 4.7(c), the Payor shall prepare and timely file or cause have no obligation to be prepared and timely filed all Tax Returns with respect to indemnify the Company and its Subsidiaries Preparer for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any incremental Taxes that are reflected on any such Tax Return that is required to be filed by or with respect to the Company return as a result of such failure or any of its Subsidiaries for related Loss, and shall retain any Straddle Tax Period before the later of (i) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date all remedies it may otherwise have that arise out of such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall applyfailure. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaser.

Tax Returns. (a) Seller The Company shall prepare and timely file, or shall cause to be prepared (i) any combinedand timely filed, consolidated or unitary all Tax Return that includes any member Returns in respect of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns Acquired Companies that are required to be filed after the Closing Date at least 30 days prior to the due date for filing such Tax Returns (taking into account any extensions)extension) on or before the Closing Date, and the Company shall pay, or as early as possible cause to be paid, all Taxes of the Acquired Companies due on or before such due date if, at the time of Closing, any such Closing Date. Such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Company shall submit a copy of any such Tax Return, along with supporting work papers, to Buyer for Buyer’s review and approval (not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed unreasonably withheld, conditioned or delayed). The Company shall consider, in good faith, all changes to such Tax Returns and timely pay any Taxes shown to be due with such Tax Returnsreasonably requested by Buyer. (b) Purchaser Buyer shall prepare and timely file file, or shall cause to be prepared and timely filed filed, all Tax Returns in respect of the Acquired Companies that are required to be filed (taking into account any extension) after the Closing Date, and in conjunction with respect Sections 7.6 and 7.7, Buyer shall pay, or cause to be paid, all Taxes of the Company and its Subsidiaries for Straddle Acquired Companies due after the Closing Date. At least fifteen (15) days prior to filing any such income or material Tax Periods. Purchaser Return which would result in an indemnification claim by the Buyer pursuant to this Agreement, Buyer shall deliver to Seller for its review and comment submit a copy of any such Tax Return that is required Return, along with supporting work papers, to the Securityholder Representative for Securityholder Representative’s review and approval (not to be filed by unreasonably withheld, conditioned or with respect delayed). Buyer shall consider, in good faith, all changes to the Company or any of its Subsidiaries for any Straddle Tax Period before the later of (i) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle Returns reasonably requested by the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall applySecurityholder Representative. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaser.

Tax Returns. (ai) Seller shall prepare prepare, or shall cause to be prepared (i) any combined, consolidated or unitary Tax Return that includes any member of the Seller Group, on the one handprepared, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least 30 days prior to the when due date for filing such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company for any taxable period, or portion thereof, ending on or before the Closing Date which are required or permitted by law or administrative practice to be filed with respect to a taxable period, or portion thereof, ending on or before the Closing Date, and its Subsidiaries will provide Buyer, for Straddle Tax Periods. Purchaser shall deliver to Seller for its Buyer’s review and comment comment, with a copy of any such applicable final draft federal income and state income Tax Return that is required to be filed by or Returns (excluding payroll taxes) and necessary supporting schedules with respect to the Company at least five days before filing such Tax Returns. If (x) Buyer objects to a position taken on any such draft Tax Return and accompanies such objection with a written opinion of a nationally recognized law firm or any accounting firm concluding that the position taken on such Tax Return is not more likely than not to prevail if challenged, (y) Buyer notifies Seller of its Subsidiaries for any Straddle such objection within three days of receiving such draft Tax Period before the later of (i) as soon as reasonably practicable Return from Seller, and (iiz) 30 days prior Buyer and Seller cannot reach agreement on how to report such disputed position on such Tax Return, then the due date thereof (taking into account any extensions) accompanied by position that is to be taken on the final Tax Return shall be resolved in accordance with Section 4.6(i). If a statement calculating in reasonable detail Seller’s indemnification obligation, if any, resolution cannot be made pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute 4.6(i) prior to the due date of such Tax Return (giving effect Return, Seller shall seek an extension to valid extensions)file such Tax Return. If an extension is not available, Purchaser Seller shall file the such Tax Return as originally prepared (but, reflecting any items on which reporting the disputed issue consistent with Seller’s position and Seller and Purchaser have agreed), and shall agree to file an amended return if the dispute resolution provisions process of Section ‎7.15 shall apply4.6(i) determines that a position different from that taken on the filed Tax Return should have been taken. (cii) Notwithstanding anything Buyer shall prepare, or cause to be prepared, and file or cause to be filed when due all other Tax Returns with respect to the contrary in this Agreement Company required to be filed with respect to a taxable period, or any Final Ancillary Documentportion thereof, except ending after the Closing Date, and, with respect to Tax Returns on which the Company takes a position which would have an adverse effect on the Company for a taxable period ending on or before the Closing Date (unless the Seller provides advance consent (which consent will not be unreasonably withheld or delayed) to the extent taking of such position), will provide Seller, for Seller’s review and comment, with a copy of such applicable final draft federal income and state income Tax Returns (excluding payroll taxes) and necessary supporting schedules with respect to the Company at least five days before filing such Tax Returns. If (x) Seller objects to a position taken on any such draft Tax Return and accompanies such objection with a written opinion of a nationally recognized law firm or accounting firm concluding that the position taken on such Tax Return relates solely is not more likely than not to prevail if challenged, (y) Seller notifies Buyer of such objection within three days of receiving such draft Tax Return from Buyer, and (z) Buyer and Seller cannot reach agreement on how to report such disputed position on such Tax Return, then the position that is to be taken on the final Tax Return shall be resolved in accordance with Section 4.6(i). If a resolution cannot be made pursuant to Section 4.6(i) prior to the Companydue date of such Tax Return, Buyer shall seek an extension to file such Tax Return. If an extension is not available, Buyer shall file such Tax Return reporting the disputed issue consistent with Buyer’s position and Buyer shall agree to file an amended return if the resolution process of Section 4.6(i) determines that a position different from that taken on the filed Tax Return should have been taken. (iiii) If either Buyer or Seller shall not may be required to provide liable for any Person material portion of the Tax payable in connection with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not to be required to provide any Person with any consolidatedfiled by the other, combined, affiliated, aggregate or unitary the party responsible under this Agreement for filing such Tax Return (the “Preparer”) shall prepare and deliver to the other party (the “Payor”) a copy of such Tax Return and any schedules, work papers and other documentation then available that are relevant to the preparation of the portion of such return for which the Payor is or copy thereofmay be liable under this Agreement not later than 20 days before the Due Date (as defined in Section 4.6(a)). The Preparer shall not file such return until the earlier of either the receipt of written notice from the Payor indicating the Payor’s consent thereto, or the Due Date. The Payor shall have the option of providing to the Preparer, at any time at least 15 days prior to the Due Date, written instructions as to how the Payor wants any, or all of the Tax Items for which it may be liable to be reflected on such Tax Return. The Preparer shall, in preparing such Tax Return, cause the items for which the Payor is liable under this Agreement to be reflected in accordance with the Payor’s instructions (unless, in the opinion of a partner of a nationally recognized law firm retained by the Preparer, complying with the Payor’s instructions is not in compliance with applicable Tax law or would likely subject the Preparer to any criminal penalty or to civil penalties under Sections 6662 through 6664 of the Code or similar provisions of applicable state, local or foreign laws) and, in the absence of PurchaserPreparer having received such instructions from Payor, in accordance with past practice. If the Preparer fails to satisfy its obligations under this Section 4.6(d), the Payor shall have no obligation to indemnify the Preparer for any Taxes which are reflected on any such return or any related Loss, and shall retain any and all remedies it may otherwise have which arise out of such failure.

Tax Returns. (a) Seller shall prepare or shall cause to be prepared (i) any combined, consolidated or unitary Tax Return that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller Sellers shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (and file or of cause to be filed all Seller Consolidated Returns and shall pay or cause to be paid all Taxes owed with respect to such entity). Seller Consolidated Returns. (b) Except as required by applicable Law, Sellers shall prepare and deliver, file or cause to be delivered, to Purchaser prepared and filed all Pre-Closing Separate Tax Returns with respect to Company Taxes (other than the Tax Returns described in Section 11.2(a)) for all Tax periods that end before the Effective Time and for any Straddle Periods that are required to be filed after the Closing Date Date, and shall pay or cause to be paid all Taxes with respect to such Tax Returns. Sellers shall prepare all Tax Returns relating to any Straddle Period on a basis consistent with past practice except to the extent otherwise required by applicable Law. Sellers shall provide Purchasers with a copy of any Tax Return relating to any Straddle Period for Purchasers’ review at least 30 ten (10) days prior to the due date for the filing such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days(or within a commercially reasonable period after the end of the relevant taxable period, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any if such Tax Return that is required to be filed by or with respect less than ten (10) days after the close of such taxable period), and Sellers shall incorporate all reasonable comments of Purchasers provided to Sellers in advance of the Company or any due date for the filing of its Subsidiaries for any Straddle such Tax Period before the later of Return. The Parties agree that (i) as soon as reasonably practicable this Section 11.2 is intended to solely address the timing and manner in which certain Tax Returns are filed and the Taxes shown thereon are paid to the applicable taxing authority, and (ii) 30 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary nothing in this Agreement or any Final Ancillary Document, except Section 11.2 shall be interpreted as altering the manner in which Company Taxes are allocated to and economically borne by the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of PurchaserParties.

Tax Returns. (ai) Seller Representative shall timely prepare and file, or shall cause to be timely prepared and filed, when due (itaking into account all extensions properly obtained) any combined, consolidated or unitary all Tax Return Returns with respect to Income Taxes and VDA Taxes that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is are required to be filed by or with respect to the Company or any of its Subsidiaries Subsidiary for any taxable year or period of the Company or any Subsidiary that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”)Date. Seller Purchaser shall timely file remit or cause to be timely filed remitted any Combined Taxes due in respect of Tax Return and any Pre-Closing Separate Tax Return that is required Returns to be filed on or before by Seller Representative pursuant to this Section 5.04(b)(i); provided, however, that Sellers shall reimburse Purchaser the Closing Date Taxes for which Sellers are liable pursuant to and in accordance with Section 5.04(a)(i) provided, further that Seller Representative and Purchaser shall reasonably cooperate in causing the Company to avail itself of any procedure that would result in an extension of time for payment of such Taxes (taking into account any extensionsincluding the filing of an IRS Form 1138). In Purchaser shall assist the case of Seller Representative in preparing any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least 30 days prior to the due date which Seller Representative is responsible for preparing and filing such Tax Returns (taking into account any extensionsin accordance with this Section 5.04(b)(i), or as early as possible before such due date ifand in connection therewith, at provide the time Seller Representative with any necessary powers of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and attorney. (ii) Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be when due with such Tax Returns. (btaking into account all extensions properly obtained) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect (including those relating to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return ) that is are permitted or required to be filed by or with respect to the Company or any Subsidiary after the Closing Date, other than the Tax Returns described in Section 5.04(b)(i), and Purchaser and the Company shall remit or cause to be remitted any Taxes due in respect of its Subsidiaries for such Tax Returns. With respect to Tax Returns to be filed by Purchaser pursuant to this Section 5.04(b) that relate to any Straddle Pre-Closing Tax Period before the later of Period, (iA) as soon as reasonably practicable 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 preparing and filing similar Tax Returns and (iiB) 30 such Tax Returns shall be submitted to the Seller Representative not less than thirty (30) days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax ReturnReturns (or, if such due date is within forty-five (45) days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by the Seller Representative (not to be unreasonably withheld, delayed or conditioned). Seller and . (iii) None of Purchaser, the Company, any Subsidiary or any Affiliate of Purchaser shall use commercially reasonable efforts amend, re-file or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Return relating in whole or in part to settle the dispute Company or any Subsidiary with respect to such indemnification obligation promptly. If any Pre-Closing Tax Period without the prior written consent of the Seller and Purchaser are unable Representative (not to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensionsbe unreasonably withheld, delayed or conditioned), Purchaser shall file the or take any other action that would reduce any Tax Return as originally prepared (but, reflecting benefit in respect of any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement Pre-Closing Tax Period or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of PurchaserReduction.

Tax Returns. Subject to Sections 4.7(f) and 4.7(p): ----------- (ai) The Seller shall prepare file or shall cause to be prepared (i) any combined, consolidated or unitary filed when due all Tax Return Returns that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is are required to be filed by or with respect to the Company for taxable years or any of its Subsidiaries for any taxable period that ends periods ending on or before the Closing Date (a “Pre-Closing Separate Tax Return”). and the Seller shall timely file remit (or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least 30 days prior to the due date for filing such Tax Returns (taking into account any extensionsremitted), or as early as possible before such due date if, at the time of Closingsubject to Section 4.7(c)(i) below, any such Tax Return is Taxes due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with respect of such Tax Returns. (bii) Purchaser The Buyer shall prepare and timely file or cause to be prepared and timely filed when due all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is are required to be filed by or with respect to the Company for taxable years or periods ending after the Closing Date and the Buyer shall remit (or cause to be remitted) any Taxes due in respect of its Subsidiaries such Tax Returns. (iii) Any Tax Return required to be filed by the Buyer relating to any taxable year or period beginning on or before and ending after the Closing Date (the "Straddle Period") shall be submitted (with copies of any relevant schedules, work papers and other documentation then available) to the Seller for any Straddle Tax Period before the later of (i) as soon as reasonably practicable and (ii) Seller's approval not less than 30 days prior to the due date thereof for the filing of such Tax Return, which approval shall not be unreasonably withheld. The Seller shall have the option of providing to the Buyer, at any time at least 15 days prior to the Due Date (taking into account as hereinafter defined), written instructions as to how the Seller wants any, or all, of the items for which it may be liable reflected on such Tax Return. The Buyer shall, in preparing such return, cause the items for which the Seller is liable hereunder to be reflected in accordance with the Seller's instructions (unless, in the opinion of nationally recognized tax counsel to the Buyer, complying with the Seller's instructions would likely subject the Buyer to any extensionscriminal penalty or to civil penalties under sections 6662 through 6664 of the Code or similar provisions of applicable state, local or foreign Laws) accompanied by a statement calculating and, in reasonable detail Seller’s indemnification obligationthe absence of having re- ceived such instructions, in accordance with past practice, if any, to the extent permissible under applicable Law. (iv) The Seller shall pay to the Buyer the Taxes for which the Seller is liable pursuant to Section ‎7.1. If for 4.7(c)(i)(B) but which are payable with any reason Seller does not agree Tax Return to be filed by the Buyer with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy respect to any Straddle Period upon the written request of the Tax Return and Purchaser’s calculation (but Buyer, setting forth in any event within a reasonable period detail the computation of time the amount owed, no later than 2 days prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall applyDue Date. (cv) Notwithstanding anything Within 120 days after the Closing Date, the Buyer shall cause the Company to prepare and provide to the contrary Seller a package of Tax information materials, including, without limitation, schedules and work papers (the "Tax Package") required by the Seller to enable Seller to prepare and file all Tax Returns required to be prepared and filed by it pursuant to Section 4.7(b) (i). The Tax Package shall be prepared in this Agreement or good faith in a manner consistent with past practice. (vi) The Seller may, in its sole and absolute discretion, amend any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller shall not be filed or required to provide be filed for any Person with any consolidated, combined taxable years or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate periods ending on or unitary Tax Return (or copy thereof) of Purchaserbefore the Closing Date.

Tax Returns. (a) Seller shall prepare or shall cause With respect to be prepared (i) any combined, consolidated or unitary Tax Return that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return Returns (other than any Combined Tax Return) that is required to be filed by Seller or with respect to the Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”Owner income tax returns). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller Buyer shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least 30 days prior to the due date for filing such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company Acquired Assets that are filed after the Closing Date. Seller and its Subsidiaries for Straddle Tax Periods. Purchaser Buyer shall deliver cooperate with respect to Seller for its review and comment a copy the filing of any such Tax Return that is Returns required to be filed by or with respect to in the Company or any of its Subsidiaries for any Straddle Post-Closing Tax Period before the later which include Pre-Closing Tax Obligations (a “Shared Tax Return”). Buyer shall prepare a draft of (i) as soon as reasonably practicable any Shared Tax Return and (ii) 30 deliver it to Seller at least 45 days prior to the due date thereof (taking into account any including valid extensions) accompanied by for such Shared Tax Return (except in the case of a statement calculating Tax Return where such 45-day period is not practical, in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1which case as soon as is reasonably practical). If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement give notice to Buyer within 15 days after receipt from Buyer of receiving a copy such draft Shared Tax Return that Seller disagrees with any part or all of such Shared Tax Return, then such Shared Tax Return as so proposed by Buyer shall be deemed agreed by Seller and Buyer for purposes of this Section 7.2(b). If Seller does give notice of any such objection, then from that time until the expiration of 30 days after Seller’s receipt of the draft Shared Tax Return from Buyer, Buyer and Purchaser’s calculation (Seller shall negotiate in good faith to reach mutual agreement regarding any matters subject to such objection, and if Buyer and Seller do reach such agreement within such period, then the Shared Tax Return so agreed upon shall be deemed agreed by the Parties for purposes of this Section 7.2(b). In the event that Seller gives notice of any such objection and Buyer and Seller are unable to reach agreement on all such matters, then the items on the Shared Tax Return, to the extent not so agreed, shall be determined by the Independent Accountants. The fees and expenses of the Independent Accountants shall be borne by the Parties in the manner described in Section 2.5(a) and Section 2.8(d), but Buyer and Seller shall otherwise each bear its respective fees and expenses incurred in connection with the dispute In no event shall the provision of comments by Seller prevent Buyer from timely filing any such Tax Return, provided however, that in the event within that the Independent Accountants have not resolved a reasonable period of time dispute between Buyer and Seller prior to the last date deadline for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to including valid extensions), Purchaser Buyer shall be entitled to file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereofamendment) as prepared by Buyer subject to amendment to reflect the resolution when rendered by the Independent Accountants. Any Pre-Closing Tax Obligations owed by Seller on a Shared Tax Return shall be paid by Seller to Buyer by the due date (as it may be extended) of Purchasersuch Shared Tax Return.

Tax Returns. (a) Seller shall prepare or shall cause to be prepared (i) any combined, consolidated or unitary Tax Return that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller The Bank shall prepare and file, or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliverfiled, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after by the Bank for all Pre-Closing Tax Periods with a due date on or before the Closing Date (“Pre-Closing Returns”). All Pre-Closing Returns shall be prepared on a basis consistent with the past practice of the Bank, except as otherwise required by law. Sellers shall deliver to Purchaser at least 30 thirty (30) days prior to the due date for filing such Tax Returns Pre-Closing Return (taking into account any applicable extensions)) a draft of each such Pre-Closing Return (in the form intended to be filed) and such additional information as Purchaser may reasonably request. Purchaser shall have the right to review each such Pre-Closing Return and additional information, or as early as possible before if any, prior to the filing of such due date if, at the time of Closing, Pre-Closing Return and Sellers shall consider in good faith any such Tax Return is due reasonable comments provided by Purchaser in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are duerespect thereof. Purchaser shall not, and Purchaser shall timely file not cause or cause permit, the Bank to amend any Pre-Closing Return without the prior written consent of Sellers, not to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. unreasonably withheld; (bii) Purchaser shall prepare and timely file file, or cause to be prepared and timely filed filed, all Tax Returns required to be filed by the Bank for any Straddle Period (“Straddle Returns”). Purchaser shall prepare, or cause to be prepared, such Straddle Returns in a manner consistent with respect to the Company and its Subsidiaries for Straddle Tax Periodspast practice of the Bank, except as otherwise required by Law. Purchaser shall deliver to Seller Sellers for its review their review, comment and comment approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of any such Tax Return that is required to be filed by or with respect to the Company or any Straddle Returns at least thirty (30) calendar days in advance of its Subsidiaries for any Straddle Tax Period before the later of (i) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any available extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaser.Straddle

Tax Returns. (a) Seller shall prepare or shall cause to be prepared (i) any combined, consolidated or unitary Tax Return that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with With respect to the Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax ReturnReturns, Seller Sellers shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliver, file or cause to be delivered, to Purchaser filed all Pre-Closing Separate Tax Returns with respect to the Acquired Assets that are required to be filed after the Closing Date at least 30 days that relate to a Tax period that ended on or prior to the due date Closing Date (each, a “Pre-Closing Tax Return”); provided, however, for filing such the avoidance of doubt, a Pre-Closing Tax Return does not include Income Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause required to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser by Sellers or Sellers’ Representative. Buyer shall prepare and timely file or cause to be prepared and timely file or cause to be filed all Tax Returns with respect to the Company Acquired Assets that are filed after the Closing Date other than any Pre-Closing Tax Return. (ii) Sellers’ Representative and its Subsidiaries for Straddle Tax Periods. Purchaser Buyer shall deliver to Seller for its review and comment a copy of any such Tax Return that is required to be filed by or cooperate with respect to the Company or filing of any Pre-Closing Tax Returns. Sellers’ Representative shall prepare a draft of its Subsidiaries for any Straddle such Pre-Closing Tax Period before the later of Return and deliver it to Buyer at least sixty-five (i65) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any including valid extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Pre-Closing Tax Return (giving effect except in the case of a Tax Return where such 65-day period is not practical, in which case as soon as is reasonably practical). If Buyer does not give notice to valid extensions)Sellers’ Representative within thirty (30) days after receipt from Sellers’ Representative of such draft Pre-Closing Tax Return that Buyer disagrees with any part or all of such Pre-Closing Tax Return, Purchaser shall file the then such Pre-Closing Tax Return as originally prepared so proposed by Sellers’ Representative shall be deemed agreed by Sellers’ Representative and Buyer for purposes of this Section 7.2(b). If Buyer does give notice of any such objection, then from that time until the expiration of thirty (but30) days after Buyer’s receipt of the draft Pre-Closing Tax Return from Sellers’ Representative, reflecting Buyer and Sellers’ Representative shall negotiate in good faith to reach mutual agreement regarding any items on which Seller and Purchaser have agreed)matters subject to such objection, and if Buyer and Sellers’ Representative do reach such agreement within such period, then the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Pre-Closing Tax Return relates solely to so agreed upon shall be deemed agreed by the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return Parties for purposes of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaser.this Section 7.2

Tax Returns. (ai) Seller shall prepare timely file or shall cause to be prepared timely filed when due (itaking into account all extensions properly obtained) any combined, consolidated or unitary all Income Tax Return Returns that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is are required to be filed by or with respect to the Company Companies for taxable years or any of its Subsidiaries for any taxable period that ends periods ending on or before the Closing Date (in the case of Income Taxes filed on a “Preconsolidated, combined or unitary basis with Seller or an Affiliate thereof (other than solely another Company)) and Seller shall remit, out of its own funds, any Taxes shown to be due in respect of such Income Tax Returns and all non-Closing Separate Income Tax Return”)Returns with respect to the Companies that are due on or before the Cut-Off Date, and Seller shall cause to be remitted, out of funds of the Companies, any Taxes shown to be due in respect of such Tax Returns. Seller Buyer shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date when due (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the 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 Seller after the Closing Date at least 30 date hereof for non Income Taxes (I) 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 and (II) if requested by Buyer, such Tax Returns shall be submitted to Buyer not later than 10 days prior to the due date for filing such Tax Returns (taking into account any extensions)for review and approval by Buyer, or as early as possible before such due date ifwhich approval may not be unreasonably withheld, at the time of Closing, any such Tax Return is due but may in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on all cases be withheld if such Tax Returns were not less than five Business Days before such prepared in accordance with clause (I) of this sentence. Seller or Buyer shall pay the other party for the Taxes for which Seller or Buyer, respectively, is liable pursuant to paragraph (a) of this Section 7.2 but which are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay payable with any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required to be filed by the other party pursuant to this paragraph (b) upon the written request of the party entitled to payment, setting forth in reasonable detail the computation of the amount owed by Seller or with respect to Buyer, as the Company or any of its Subsidiaries for any Straddle Tax Period before the later of (i) as soon as reasonably practicable and (ii) 30 case may be, but in no event earlier than 15 business days prior to the due date thereof for paying such Taxes. (taking into account ii) None of Buyer or any extensionsAffiliate of Buyer shall (or shall cause or permit the Companies to) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligationamend, if any, pursuant to Section ‎7.1. If for refile or otherwise modify (or grant an extension of any reason Seller does not agree statute of limitation with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the respect to) any Tax Return and Purchaser’s calculation (but relating in any event within a reasonable period of time prior whole or in part to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute Companies with respect to such indemnification obligation promptly. If Seller and Purchaser are unable any taxable year or period ending on or before the Cut-Off Date (or with respect to resolve any dispute Straddle Period) without the prior to the due date written consent of such Tax Return (giving effect to valid extensions)Seller, Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall applyconsent may not be unreasonably withheld or delayed. (ciii) Notwithstanding anything Buyer shall promptly cause each of the Companies to prepare and provide to Seller a package of Tax information materials, including schedules and work papers (the “Tax Package”) required by Seller to enable Seller to prepare and file all Tax Returns required to be prepared and filed by it pursuant to paragraph (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 contrary in this Agreement method of computation of separate taxable income or any Final Ancillary Document, except other relevant measure of income of each of the Companies. Buyer shall cause the Tax Package to be delivered to Seller within 45 days after the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of PurchaserClosing Date.

Tax Returns. (a) Seller shall prepare or shall cause to be prepared (i) any combinedParent shall, consolidated or unitary Tax Return that includes any member of the Seller Groupat its expense, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file (or cause to be timely filed any Combined filed) all Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices Returns of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns Company that are required to be filed after the Closing Date (taking into account any available extensions) and, subject to Section 6.1(a), pay (or cause to be paid) all Taxes due with respect to those Tax Returns within the time and in the manner required by applicable Law. All of those Tax Returns for taxable periods beginning before the Closing Date shall be prepared in a manner consistent with past practice, except as required by applicable Law or unless otherwise first consented to in writing by Sellers’ Representative. With respect to Tax Returns of the Company that include a Pre-Closing Tax Period, Parent shall and shall cause its Affiliates to use reasonable best efforts to make those Tax Returns available for review and approval (that approval not to be unreasonably withheld or delayed) by the Sellers’ Representative sufficiently in advance of the due date for filing those Tax Returns (after taking into account available extensions), but in all events at least 30 thirty (30) days prior to the date those Tax Returns are required to be filed. The Sellers’ Representative shall notify Parent of any comments or disputes with respect to those Tax Returns in advance of the due date for filing those Tax Returns (after taking into account available extensions), but in all events at least ten (10) days prior to the date the Tax Returns are required to be filed. In the event of any disagreement between Parent and Sellers’ Representative, the disagreement shall be resolved by the CPA Firm, and any determination by the CPA Firm shall be final. The fees and expenses of the CPA Firm shall be borne equally by Parent and Sellers’ Representative. If the CPA Firm does not resolve any differences between Sellers’ Representative and Parent with respect to a Tax Return at least five (5) Business Days prior to the due date for filing such Tax Returns (taking into account any extensions)therefor, or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown shall be filed as due on such Tax Returns not less than five Business Days before such Taxes are due, prepared by Parent and Purchaser shall timely file or cause subsequently amended to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returnsreflect the CPA Firm’s resolution. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed Unless otherwise directed in writing by ▇▇▇▇▇▇, all Tax Returns powers of attorney with respect to Tax matters granted by or on behalf of the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required to be filed by or with respect to the Company or any of its Subsidiaries for any Straddle Tax Period before the later of (i) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy Closing Date will be terminated as of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time day prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall applyClosing Date. (c) Notwithstanding anything Unless otherwise directed in writing by Parent, all Tax Sharing Agreements with respect to or involving the Company shall be terminated as of the day prior to the contrary in this Agreement Closing Date, and the Company shall not be bound thereby or have any obligation or Liability thereunder at any time thereafter. (d) After the Closing Date, the Sellers’ Representative and Parent shall, and shall cause their respective Affiliates to, (i) reasonably cooperate with each other with respect to the preparation and filing of Tax Returns of the Company and its Subsidiaries, any audit or other legal proceeding with respect to Taxes or Tax Returns of the Company or any Final Ancillary DocumentSubsidiary of the Company for a Pre-Closing Tax Period or Straddle Period, and (ii) timely sign and deliver such certificates, forms or other documents as may be necessary or appropriate to establish an exemption from (or otherwise reduce) Transfer Taxes, or to file Tax Returns; provided, however, that neither Parent nor its Affiliates shall be required to disclose any books, records, Tax Returns, schedules, work papers or other documents or data consisting of, or relating to, any Affiliated Group for Tax purposes. (e) For purposes of this Agreement, in the case of Taxes of the Company that are imposed with respect to any Straddle Period, the portion of the Tax that is allocable to the portion of the Straddle Period that is a Pre-Closing Tax Period shall be: (i) in the case of Taxes that are based upon or related to income or receipts, payroll or other similar levels of activities, the amount of Tax determined on an interim closing of the books method as of (and including) the Closing Date (and the parties hereto shall elect to adopt that method if permitted by applicable Law); and (ii) in the case of Taxes not covered by clause (i) above, including Taxes imposed on a periodic basis with respect to the assets of the Company, the amount of Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period. (f) Without the prior written consent of the Sellers’ Representative, Parent and its Affiliates (including the Surviving Corporation following the Closing) shall not: (i) make, change or revoke any Tax election, accounting period or accounting method with respect to any Pre-Closing Tax Period of the Company (including any election under Section 338 of the Code), (ii) except for the filing of Tax Returns in accordance with Section 6.1(a), file any Tax Return of the Company for a Pre-Closing Tax Period, (iii) file any amended Tax Return of the Company for a Pre-Closing Tax Period, (iv) consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company for a Pre-Closing Tax Period, or (v) file or otherwise initiate or pursue any voluntary disclosure agreement or similar self-corrective action with respect to Taxes or Tax Returns of the Company for a Pre-Closing Tax Period, in each case except to the extent such Tax Return relates solely action would not increase the indemnification obligations of the Stockholders under Section 5 or impede qualification of the Merger as a Reorganization. Notwithstanding anything to the Companycontrary, (i) Seller the Sellers’ Representative shall not be permitted to withhold, condition or delay consent to any of the foregoing actions if required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaserby applicable Law.

Tax Returns. (ai) Seller shall prepare and, to the extent permitted by Requirements of Law, timely file or shall cause to be prepared timely filed when due (itaking into account all extensions properly obtained) any combined, consolidated or unitary (x) all Tax Return Returns that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is are required to be filed by or with respect to any of the Company Acquired Companies on a combined, consolidated or unitary basis with Seller or any of its Subsidiaries for Affiliate thereof (other than any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity Acquired Companies), (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser y) all Pre-Closing Separate other income Tax Returns that are required to be filed after by or with respect to any of the Acquired Companies for taxable years or periods ending on or before the Closing Date at least 30 (including the Acquired Companies’ Tax Returns for its short taxable year ending on the Closing Date, determined in accordance with Regulation Section 1.1502-76(b) or any comparable provision of state or local law), and (z) all other Tax Returns that are required to be filed by or with respect to any of the Acquired Companies (taking into account all extensions properly obtained) on or prior to the Closing Date. Any such income Tax Returns shall be submitted to Buyer no later than thirty (30) days prior to the due date for filing such Tax Returns (taking into account any extensions)or, or as early as possible before if such due date ifis within forty-five (45) days following the Closing Date, at as promptly as practicable following the time Closing Date) for review and comment. Seller shall incorporate any changes with respect to which Buyer produces an opinion of Closingcounsel reasonably satisfactory to Seller that in the absence of the change requested by Buyer, Seller would not have substantial authority for a position taken on any such Tax Return (or which is not more likely than not correct in the case of a tax shelter item (as defined for purposes of Code Section 6662)). In each case Seller shall remit or cause to be remitted any Taxes due in less than 30 daysrespect of such Tax Returns; provided, together with payment for however, that to the extent that the amount of any Seller Indemnified Taxes shown as due on in respect of such Tax Returns not less than five Business Days before were (A) shown as a liability or reserve on the Closing Date Balance Sheet and included in Closing Date Net Working Capital or (B) specifically included in the calculation of Pre-Closing Tax Obligations and were deducted in determining the Purchase Price pursuant to Article II, then Buyer shall deliver to Seller or the applicable taxing authority an amount equal to such specific Taxes are dueso included. Such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, and Purchaser election made or method adopted that is materially inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Seller is liable). Buyer shall timely file or cause to be timely filed such when due (taking into account all extensions properly obtained) all other Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is are required to be filed by or with respect to the Company or any of its Subsidiaries for the Acquired Companies after the Closing Date 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 and any Straddle Period (A) such Tax Period before Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is materially inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the later effect of (iaccelerating income to periods for which Seller is liable or deferring deductions to periods for which Buyer is liable) as soon as reasonably practicable and (iiB) 30 such Tax Returns shall be submitted to Seller not later than thirty (30) days prior to the due date thereof for filing such Tax Returns (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligationor, if anysuch due date is within forty-five (45) days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Seller, 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 (A) of this sentence. Seller, on the one hand, or Buyer, on the other hand, shall pay the other party for the Taxes for which Seller or Buyer, respectively, is liable pursuant to Section ‎7.1. If for 7.1(a) but which are payable with any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy Tax Return to be filed by the other party pursuant to this Section 7.1(b) upon the written request of the Tax Return and Purchaser’s calculation (party entitled to payment, setting forth in detail the computation of the amount owed by Seller or Buyer, as the case may be, but in any no event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute earlier than ten (10) Business Days prior to the due date of for paying such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall applyTaxes. (cii) Notwithstanding anything None of Buyer or any Affiliate of Buyer shall (or shall cause or permit the Acquired Companies to) make or change any Tax election or file, amend, re-file or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Return relating in whole or in part to the contrary Acquired Companies 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 or take any other action that would increase any Tax liability or reduce any Tax benefit in this Agreement respect of any taxable year or period ending on or before the Closing Date or any Final Ancillary DocumentStraddle Period. (iii) Buyer shall promptly cause each Acquired Company to prepare and provide to Seller a package of Tax information materials, except including schedules and work papers (the “Tax Package”) required by Seller to enable Seller to prepare and file all Tax Returns required to be prepared and filed by it pursuant to Section 7.1(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 method of computation of separate taxable income or other relevant measure of income of the Company. Buyer shall cause the Tax Package to be delivered to Seller within forty-five (45) days after the Closing Date. Buyer shall have no obligation to deliver any such Tax Package to the extent that such Tax Return relates solely information otherwise is available to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of PurchaserSeller.

Tax Returns. (a) Seller shall prepare or shall cause to be prepared and file or cause to be filed (i) any combined, consolidated or unitary all Income Tax Return that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is Returns required to be filed by or with respect to the Company Companies or any of its the Subsidiaries for any taxable period that ends ending on or before the Closing Date Date, and (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser ii) all Pre-Closing Separate other Tax Returns that are required to be filed after the Closing Date at least 30 days prior to the due date for filing such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required to be filed by or with respect to the Company Companies or any of its the Subsidiaries for any Straddle Tax Period that are due on or before the later of Closing Date (i) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (after taking into account any extensions) accompanied and shall timely pay all Taxes shown due on such returns. All such returns shall be complete and correct and shall be prepared on a basis consistent with the past practices of the Companies. Seller shall provide Purchaser with a copy of any Tax Return to be filed pursuant to this Section 7.15(a) at least twenty (20) days prior to the date of filing for Purchaser’s review and Seller will not file such Tax Return without Purchaser’s consent, which consent shall not be unreasonably withheld or delayed. Purchaser shall prepare or cause to be prepared and file or cause to be filed all other Tax Returns required to be filed by a statement calculating in reasonable detail or with respect to any of the Companies or the Subsidiaries and shall timely pay all Taxes shown due on such returns (subject to Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute obligation with respect to such indemnification obligation promptly. If Taxes as described in Section 7.15(b) and Section 9.2(a)), provided that Purchaser shall provide Seller and Purchaser are unable with a copy of any Tax Return to resolve be filed by or with respect to any dispute of the Companies or the Subsidiaries for any taxable period that begins before but does not end on the Closing Date at least twenty (20) days prior to the due date of such Tax Return (giving effect to valid extensions)filing for Seller’s review and consent, Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller consent shall not be required to provide any Person with any consolidated, combined unreasonably withheld or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaserdelayed.

Tax Returns. Subject to Section 4.7(f): ------------ (ai) The Seller shall prepare file or shall cause to be prepared (i) any combined, consolidated or unitary filed when due all Tax Return Returns that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is are required to be filed by or with respect to the Company and each Subsidiary for taxable years or any of its Subsidiaries for any taxable period that ends periods ending on or before the Closing Date (a “Pre-Closing Separate other than Tax Return”). Seller shall timely file Returns for taxable years or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed periods ending on or before the Closing Date for which the Due Date (taking into account any extensions). In as hereinafter defined) is after the case of any Closing Date (such Combined latter Tax Return Returns, "Post-Closing Due Tax Returns" and any Tax Returns for such taxable years or periods other than Post-Closing Due Tax Returns, "Pre-Closing Separate Due Tax Return, Returns"). The Seller shall remit (or cause to be remitted) any Taxes due in respect of Pre-Closing Due Tax Returns. (ii) The Seller shall prepare or cause to be prepared all Post-Closing Due Tax Returns and shall submit such Post-Closing Due Tax Return in Returns (with copies of any relevant schedules, work papers and other documentation then available) and a manner consistent with past practices computation of the relevant entity amount of Taxes shown as payable on such Post-Closing Due Tax Returns that constitute Excluded Taxes (or of Seller with respect as hereinafter defined) to the Buyer no later than 45 days prior to the Due Date for such entity)Post-Closing Due Tax Returns. The Seller shall prepare and deliver, pay (or cause to be delivered, paid) to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least 30 Buyer no later than two days prior to the due date Due Date for filing such Post-Closing Due Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified all Taxes shown as due and payable on such Post-Closing Due Tax Returns not less than five Business Days before such Excluded Taxes are due, and Purchaser as shown on Seller's submission to Buyer. The Buyer shall timely file or cause to be timely filed when due such Post-Closing Due Tax Returns as prepared by Seller (unless, and timely pay then only to the extent, in the opinion of nationally recognized tax counsel to the Buyer, filing such Post-Closing Due Tax Returns as prepared by Seller would subject the Buyer to any criminal penalty or to civil penalties under Sections 6662 through 6664 of the Code or similar provisions of applicable state, local or foreign Laws) and remit (or cause to be remitted) any Taxes shown to be due with in respect of such Post-Closing Tax Returns. The Seller shall pay to the Buyer interest at the Applicable Interest Rate (as hereinafter defined), compounded daily, on any amount not paid when due under this Section 4.7(b)(ii). (biii) Purchaser The Buyer shall prepare and timely file or cause to be prepared and timely filed when due all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is are required to be filed by or with respect to the Company and each Subsidiary for taxable years or periods ending after the Closing Date and the Buyer shall remit (or cause to be remitted) any Taxes due in respect of such Tax Returns. (iv) Any Tax Return required to be filed by the Buyer relating to any taxable year or period beginning on or before and ending after the Closing Date (the "Straddle Period") shall be submitted (with copies of any relevant schedules, work papers and other documentation then available) to the Seller for the Seller's approval not less than 60 days prior to the Due Date of such Tax Return, which approval shall not be unreasonably withheld. The Buyer shall, in preparing such return, cause the items (or a portion thereof) for which the Seller is liable hereunder to be reflected in accordance with the Seller's instructions, provided to Buyer at least 15 days prior to the Due Date (unless, and then only to the extent that, in the opinion of nationally recognized tax counsel to the Buyer, complying with the Seller's instructions would subject the Buyer to any criminal penalty or to civil penalties under Sections 6662 through 6664 of the Code or similar provisions of applicable state, local or foreign Laws) and, in the absence of having received such instructions, in accordance with past practice, if any, to the extent permissible under applicable Law. The Seller shall pay (or cause to be paid) to the Buyer no later than two days prior to the Due Date of such Tax Returns all Taxes with respect to any Straddle Period which, as prepared consistently with Seller's instructions, are shown as due and payable on such Tax Returns and for which Seller is liable. (v) Within 70 days after the Closing Date, the Buyer shall cause the Company and each of its Subsidiaries to prepare and provide to the Seller a package of Tax information materials, including, without limitation, schedules and work papers (the "Tax Package") required by the Seller to enable the Seller to prepare (or prepare and file) all Tax Returns required to be prepared (or prepared and filed) by it pursuant to Sections 4.7(b)(i) and (ii). The Tax Package shall be prepared in good faith in a manner consistent with past practice. (vi) The Seller may, in its sole and absolute discretion, amend any Tax Return of the Company or any of its Subsidiaries filed or required to be filed for any taxable years or periods ending on or before the Closing Date; provided, however, that any such amendment which may reasonably be -------- ------- expected to result in increased Tax liability for the Company, its Subsidiaries or the Buyer for any Straddle Tax Period before or for any taxable year or period beginning after the later Closing Date shall require the consent of (i) as soon as reasonably practicable and (ii) 30 days prior the Buyer, which consent may be withheld in the sole discretion of the Buyer; provided, further, however, -------- ------- ------- that to the due date thereof extent the Seller agrees to indemnify the Buyer for the amount of such increased Tax liability (taking into account any extensions) accompanied as mutually agreed by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, the parties or as otherwise determined pursuant to Section ‎7.1. If for 4.7(i)), the Seller may amend any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaser.

Tax Returns. (a) Seller shall prepare and file or shall cause to be prepared (i) any combined, consolidated and filed when due all Pass-Through Tax Returns that are required to be filed by or unitary Tax Return that includes any member of the Seller Group, on the one hand, and with respect to the Company or any of its Subsidiaries, . Seller shall request that MSP make a valid election under Section 754 of the Code (and any similar election under state or local law) to be made on the other hand (a “Combined Tax Return”) and (ii) any Pass-Through Tax Return for the taxable year of MSP that ends on or includes the Closing Date. (b) Seller shall prepare and file or cause to be prepared and filed when due all Tax Returns (other than any Combined Pass-Through Tax ReturnReturn described in Section 5.04(a)) that is are required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends years or taxable periods ending on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller Date, and shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser remit all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least 30 days prior to the due date for filing such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed (taking into account all extensions properly obtained). All such Tax Returns shall, unless otherwise required by Law, be prepared and timely pay any Taxes shown filed in a manner consistent with past practice. To the extent that such Tax Returns are filed after the Closing Date, Seller shall provide Purchaser or cause Purchaser to be due provided with a copy of each such Tax ReturnsReturn at least twenty (20) days prior to the due date (taking into account all extensions properly obtained) for filing such Tax Return (or in any event, as soon as practicable), and shall permit Purchaser to review and approve such Tax Return prior to filing (which approval shall not be unreasonably withheld or delayed). (bc) Purchaser shall prepare and timely file or cause to be prepared and timely filed when due all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of (other than any such Pass-Through Tax Return described in Section 5.04(a)) that is are required to be filed by or with respect to the Company or any of its Subsidiaries after the Closing Date for any Straddle Periods, and shall timely remit all Taxes shown as due on such Tax Period before Returns (taking into account all extensions properly obtained). To the later extent that such Tax Returns relate to Pre-Closing Tax Periods, such Tax Returns shall, unless otherwise required by Law, be prepared and filed in a manner consistent with past practice. Purchaser shall provide Seller with a copy of each such Tax Return at least twenty (i20) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any extensionsproper extension thereof) accompanied by a statement calculating for filing such Tax Return (or in reasonable detail Seller’s indemnification obligationany event, if anyas soon as practicable), and shall permit Seller to review and approve such Tax Return prior to filing (which approval shall not be unreasonably withheld or delayed). The Seller shall remit to Purchaser the amount of Taxes for which the Seller is responsible pursuant to Section ‎7.1. If for any reason Seller does 5.01 not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 later than five (5) days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date for the payment of Taxes with respect to such Tax Return (giving effect to valid extensionstaking into account all extensions properly obtained), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaser.

Tax Returns. (ai) Seller The Seller, at its sole cost and expense, shall prepare or shall cause to be prepared (i) any combined, consolidated or unitary all Tax Return that includes any member Returns of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries for any all taxable period that ends periods ending on or before the Closing Date (a “Pre-Closing Separate Tax ReturnPeriod”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return ) that is are required to be filed on or before by the Company after the Closing Date (taking into account any valid extensions). In the case of any such Combined Tax Return and any ) (“Pre-Closing Separate Tax Return, Seller Returns”). Such Pre-Closing Returns shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices prior practice of the relevant entity Company, except as otherwise required by Law. At least thirty (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least 30 30) days prior to the due date for filing such Tax Returns of any Pre-Closing Return (taking into account any valid extensions), or as early as possible before the Seller shall provide the Buyer with a substantially final draft of such Pre-Closing Return together with a copy of associated tax workpapers. No later than fifteen (15) days after the receipt of such Pre-Closing Return, the Buyer shall notify the Seller of any objections that the Buyer may have to any items set forth in any such draft Pre-Closing Return, and the Buyer and the Seller shall negotiate in good faith and use reasonable efforts to resolve any such objection. If the Buyer and the Seller are unable to reach agreement at least ten (10) days prior to the due date ifof such Pre-Closing Return, the matter shall be submitted to and determined by the Independent Accountant, whose decision shall be final and binding on the Parties, and for the purpose of such determination, Section 1.2(d) shall apply mutatis mutandis. If the Independent Accountant does not resolve the matter at least three (3) days prior to the time due date of Closingsuch Pre-Closing Return, any such the Tax Return is shall be filed in the manner as the Buyer deems appropriate, subject to amendment to reflect the decision of the Independent Accountant and rights and obligations of the Parties will be adjusted accordingly. No later than three (3) days prior to the due in less than 30 daysdate of any Pre-Closing Return, together with payment for any Seller Indemnified shall pay to Buyer all Taxes shown as due and payable on such Tax Returns not less than five Business Days before Pre-Closing Returns, except to the extent such Taxes are duewere included in Transaction Expenses or as liabilities in determination of the Closing Net Working Capital, and Purchaser Buyer shall timely file or cause all such Pre-Closing Returns to be timely filed such Tax Returns and timely pay any Taxes shown to be due in accordance with such Tax Returnsthis Section 5.6(a)(i). (bii) Purchaser The Buyer, at its sole cost and expense, shall prepare and timely file or cause to be prepared and timely filed all Straddle Period Tax Returns of the Company. Such Straddle Period Returns shall be prepared in a manner consistent with respect to prior practice of the Company and its Subsidiaries for Straddle Tax PeriodsCompany, except as otherwise required by Law. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required to be filed by or with respect to the Company or any of its Subsidiaries for any Straddle Tax Period before the later of At least thirty (i30) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof of any Straddle Period Tax Return (taking into account any valid extensions) accompanied by ), the Buyer shall provide the Seller with a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation substantially final draft of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving such Straddle Period Tax Return and a copy of associated tax workpapers with an allocation of the Tax Return and PurchaserSeller’s calculation (but in any event within a reasonable period portion of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute Straddle Period Taxes due with respect to such indemnification obligation promptlyTax Returns. No later than fifteen (15) days after the receipt of such Straddle Period Tax Return, the Seller shall notify the Buyer of any objections that the Seller may have to any items set forth in any such draft Straddle Period Tax Return, and the Buyer and the Seller shall negotiate in good faith and use reasonable efforts to resolve any such objection. If the Buyer and the Seller and Purchaser are unable to resolve any dispute reach agreement at least ten (10) days prior to the due date of such Straddle Period Tax Return Return, the matter shall be submitted to and determined by the Independent Accountant, whose decision shall be final and binding on the Parties, and for the purpose of such determination, Section 1.2(d) shall apply mutatis mutandis. If the Independent Accountant does not resolve the matter at least three (giving effect 3) days prior to valid extensions)the due date of such Straddle Period Tax Return, Purchaser shall file the Tax Return shall be filed in the manner as originally prepared the Buyer deems appropriate, subject to amendment to reflect the decision of the Independent Accountant and rights and obligations of the Parties will be adjusted accordingly. No later than three (but, reflecting 3) days prior to the due date of any items on which Seller and Purchaser have agreedTax Return described in this Section 5.6(a)(ii), and Seller shall pay to Buyer Seller’s share of Taxes shown as due on the dispute resolution provisions of Straddle Period Tax Returns (as determined in accordance with Section ‎7.15 shall apply. (c5.6(d)) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent Seller’s share of such Tax Return relates solely to Taxes were included in Transaction Expenses or as liabilities in determination of the CompanyClosing Net Working Capital. (iii) For the avoidance of doubt, (ithis Section 5.6(a) Seller shall not be required apply to provide any Person with any consolidated, combined or unitary Tax Return of Seller and or any of its Affiliates (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaserother than the Company).

Tax Returns. (a) Seller shall prepare or shall cause to be prepared (i) any combined, consolidated or unitary Tax Return that includes Seller or any member of the Seller Groupits Subsidiaries (other than NLC and its Subsidiaries), on the one hand, and the Company or any of NLC and its Subsidiaries, on the other hand hand, and shall include the income of NLC and its Subsidiaries required to be included on such Tax Return (including, if applicable, any deferred items triggered into income by Treasury Regulation Section 1.1502-12 and any excess loss account taken into income under Treasury Regulation Section 1.1502-19 and any such items under applicable analogous provisions of state, local or non-U.S. Law) (a “Combined Tax Return”) ), and (ii) any other Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or NLC and any of its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller Buyer shall timely file not amend or cause to be timely filed revoke any Combined Tax Return and or any Pre-Closing Separate Tax Return that is required without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Buyer shall file, or cause to be filed on or before filed, amended Pre-Closing Separate Tax Returns; provided that Seller shall bear all costs and expenses associated with the Closing Date (taking into account any extensions). In the case preparation and filing of any such amended Pre-Closing Separate Tax Return. Except for any Combined Tax Return and any or Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least 30 days prior to the due date for filing such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser Buyer shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company NLC and its Subsidiaries for Straddle (each, a “Buyer Tax PeriodsReturn”). Purchaser If the preparation and filing of or the payment of Taxes with respect to any Buyer Tax Return would reasonably be expected to give rise to an indemnification claim pursuant to Section 9(a), affect the calculation of the NLC Closing Tangible Book Value pursuant to Section 2(c) or would otherwise reasonably be expected to increase the Tax liability of Seller or any of its Affiliates, Buyer shall deliver to Seller for its review and comment a copy of any each such Buyer Tax Return that is required to be filed by or with respect to the Company or any of its Subsidiaries for any Straddle Tax Period before the later of (i) as soon as reasonably practicable and (ii) 30 at least 45 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation), or as soon as reasonably practicable if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 the applicable due date is less than 45 days of receiving a copy after the Closing or the end of the applicable Tax period. Buyer shall revise such Buyer Tax Return and Purchaser’s calculation to reflect any reasonable comments (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent any such comments would not “more likely than not” be sustained on the merits within the meaning of Treasury Regulations Section 1.6694-2(b)) received from Seller not later than 15 days before the due date thereof (taking into account any extensions), or as soon as reasonably practicable if the applicable due date is less than 15 days after delivery of such Buyer Tax Return relates solely to Return. Except as provided in Section 10(b), Buyer shall not amend or revoke any such Buyer Tax Returns without the Company, prior written consent of Seller (i) Seller which consent shall not be required to provide any Person with any consolidatedunreasonably withheld, combined conditioned or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaserdelayed).

Tax Returns. (a) Except as otherwise required by Law, Seller shall prepare prepare, or shall cause to be prepared (i) any combined, consolidated or unitary Tax Return that includes any member of the Seller Group, on the one handprepared, and the Company shall file, or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required cause to be filed by or filed, all Tax Returns with respect to the Company or any of its Subsidiaries Purchased Assets for any taxable period that which ends on or before prior to the Closing Date (a “Pre-Closing Separate Tax Return”)Date. Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is Except as otherwise required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Returnby Law, Seller Buyer shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller and shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least 30 days prior to the due date for filing such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company Purchased Assets for taxable periods ending after the Closing Date; provided that, with respect to any such Tax Returns for a Straddle Period, such Tax Returns shall be prepared and its Subsidiaries for all elections with respect to such Tax Returns shall be made, to the extent permitted by Law, in a manner consistent with past practice. Before filing any Tax Return with respect to any Straddle Tax Periods. Purchaser Period, Buyer shall deliver to provide Seller for its review and comment with a copy of such Tax Return at least thirty (30) days prior to the last date for timely filing such Tax Return (giving effect to any such valid extensions thereof) (or, for any Tax Return that is required to be filed by or with respect to due within sixty (60) days after the Company or any of its Subsidiaries for any Straddle Tax Period before the later of (i) Closing Date, as soon as reasonably practicable and (ii) 30 days prior to the due such last date thereof (taking into account any extensionsfor timely filing such Tax Return) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.19.1(a). If for any reason Seller does not agree with PurchaserBuyer’s calculation of its indemnification obligation, Seller shall notify Purchaser Buyer of its disagreement within 15 days fifteen (15) Business Days of receiving a copy of the Tax Return and PurchaserBuyer’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptlycalculation. If Seller and Purchaser the parties hereto are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Purchaser Buyer shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser the parties hereto 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 9.6. If Seller agrees with Buyer’s calculation of its indemnification obligation, Seller shall pay to Buyer the amount of Seller’s indemnification at the time specified in Section 9.1(d), and the dispute resolution provisions of Section ‎7.15 shall apply. (cb) Notwithstanding anything Buyer shall not amend, refile or otherwise modify any Tax Return with respect to the contrary in this Agreement Purchased Assets or the recordkeeping, trust and custody and discretionary business for any Pre-Closing Tax Period or any Final Ancillary DocumentStraddle Period without the prior written consent of Seller, except to the extent such Tax Return relates solely to the Company, (i) Seller which shall not be unreasonably withheld, delayed or conditioned, unless otherwise required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaserby Law.

Tax Returns. (a) Seller Except as provided in Section 6.5 hereof, DuPont shall prepare prepare, or shall cause to be prepared (i) any combined, consolidated or unitary Tax Return that includes any member of the Seller Group, on the one handin accordance with applicable Law, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed filed, when due, all Tax Returns (other than Straddle Period Tax Returns) with respect to Taxes for which DuPont is responsible as described in Section 6.1(a) hereof, including, without limitation, income, franchise, or other similar Tax Returns for any Combined Tax Return and Transferred Business Company for any Pre-Closing Separate Tax Return that is required Period. Buyer shall and shall cause the Transferred Business Companies to cooperate with, and take any 101 action reasonably requested by, DuPont with respect to the preparation and filing of such Tax Returns. The immediately preceding sentence shall, in no way, be filed on construed as limiting or before otherwise modifying the Closing Date rights and obligations of the parties under Section 6.7 hereof. (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Returnb) Except as provided in Section 6.5 hereof, Seller Buyer shall prepare prepare, or cause to be prepared such in accordance with applicable Law (in the case of any Straddle Period Tax Return in a manner Return, consistent with past practices of the relevant entity (or of Seller with respect to practice for such entity). Seller shall prepare Tax Return) and deliver, file or cause to be deliveredfiled, to Purchaser when due, all Pre-Closing Separate Tax Returns that are with respect to the Transferred Business Companies and the Transferred Equipment required to be filed after other than those described in Section 6.3(a) hereof. (c) If either DuPont or Buyer is obligated under this Agreement to bear the Closing Date at least 30 economic burden for any portion of the Tax payable in connection with any Tax Return to be prepared and filed by the other (or an Affiliate of the other), the party responsible for filing such return (the "PREPARER") shall prepare and deliver to the other party (the "PAYOR") a copy of such return and any schedules, work papers and other documentation that are relevant to the preparation of the portion of such return for which the Payor is or may be liable hereunder not later than thirty (30) days prior to the due date for filing such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns (including applicable extensions) (the "DUE DATE"). The Preparer shall not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required to be filed by or with respect to until the Company or any of its Subsidiaries for any Straddle Tax Period before the later earlier of (i) as soon as reasonably practicable and the receipt of written notice from the Payor indicating the Payor's consent thereto, or (ii) 30 one (1) day prior to the Due Date. The Payor shall have the option of providing to the Preparer, at any time at least ten (10) days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligationDue Date, if written instructions as to how the Payor wants any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligationor all, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date Items for timely filing which it may be liable reflected on such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of The Preparer shall, in preparing such Tax Return (giving effect Return, cause the items for which the Payor is liable hereunder to valid extensions), Purchaser shall file be reflected in accordance with the Tax Return as originally prepared (but, reflecting any items Payor's instructions on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to Return. In the Companyabsence of having received instructions from Payor, (i) Seller such items shall not be required to provide reported in any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchasermanner determined by the Preparer.

Tax Returns. (a) Seller shall prepare or (at the sole cost and expense of Seller), and Buyer shall cause the Company to be prepared (i) any combinedfile, consolidated or unitary all income Tax Return that includes any member Returns of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined for Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends periods ending on or before the Closing Date (a “Pre-Closing Separate Tax ReturnReturns”). Seller shall timely file or cause pay to be timely filed Buyer, within five Business Days of Buyer’s request, any Combined Tax Return and any all Taxes due with respect to such Pre-Closing Separate Tax Return that is required Returns, except to be filed the extent such Taxes are specifically reflected in the calculation of Closing Indebtedness or Closing Working Capital set forth on or before the Closing Date (taking into account any extensions)Final Adjustment Statement. In the case of any such Combined Tax Return and any Such Pre-Closing Separate Tax Return, Seller Returns shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity practice (except as otherwise required by Law or of Seller with respect to such entityas otherwise required by this Agreement). , and Seller shall prepare and deliver, provide or cause to be delivered, to Purchaser all provided any such Pre-Closing Separate Tax Returns Return to Buyer at least thirty (30) days before the due date of such Pre-Closing Tax Return (after applicable extensions) for Buyer’s review and comment. Not later than ten (10) days after Seller has provided such Pre-Closing Tax Return, Buyer shall notify Seller of the existence of any objection, specifying in reasonable detail the nature and basis of such objection, that Buyer may have to any item set forth on such draft Pre-Closing Tax Return. ▇▇▇▇▇ (on behalf of itself, and following the Closing, the Company) and Seller agree to consult and resolve in good faith any such objection. If resolution is not reached after such good-faith efforts, then the Independent Accountants (or if the Independent Accountants shall decline to hear such dispute, then such other nationally recognized accounting firm selected jointly by ▇▇▇▇▇ and Seller) shall be requested to make a determination resolving any dispute between ▇▇▇▇▇ and Seller, and the determination by the Independent Accountants (or such other accounting firm) of any such dispute shall be final, binding and conclusive as to Buyer, Seller, the Company, and their respective Affiliates. For purposes of complying with the terms set forth in this Section 8.5.2, each party shall cooperate with and make available to the other parties, its representatives, and the Independent Accountants, all information, records, data and working papers, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the applicable Pre-Closing Tax Return and the resolution of any disputes thereunder. No party shall have any ex parte communications with the Independent Accountants. In resolving any disputed item, the Independent Accountants shall (a) consider only those items that are required in dispute; (b) choose one of the parties’ positions with respect to the disputed item(s); and (c) not modify any items that are not disputed by the parties. The fees and disbursements of the Independent Accountants shall be filed after borne by the Closing Date at least 30 party (i.e., Buyer, on the one hand, or Seller, on the other hand) that assigned amounts to items in dispute that were, on a net basis, furthest in amount from the amount finally determined by the Independent Accountants. If Buyer and Seller cannot resolve an objection no later than five days prior to before the due date for filing such Pre-Closing Tax Returns (taking into account any extensions)Return, or as early as possible before Buyer shall cause the Company to file such due date if, at the time of Closing, any such Pre-Closing Tax Return is due in less than 30 daysa manner determined by Buyer in good faith; provided, together with payment for any Seller Indemnified Taxes shown as due on however, if upon resolving such objection the Pre-Closing Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause Return needs to be timely filed changed, Buyer shall cause the Company to file an amendment to such Pre-Closing Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser Return. Buyer shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to of the Company and its Subsidiaries for Straddle that are not Pre-Closing Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy Returns (including Tax Returns of any such Tax Return that is required to be filed by or with respect to the Company for Tax periods ending on or any of its Subsidiaries for any Straddle Tax Period before the later of (i) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does Closing Date that are not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the income Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax ReturnReturns). Seller shall pay to Buyer, within five Business Days of Buyer’s request, any and Purchaser shall use commercially reasonable efforts to settle the dispute all Taxes due with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior Tax Returns allocable to the due date of such Pre-Closing Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary DocumentPeriod, except to the extent such Taxes are specifically reflected in the calculation of Closing Indebtedness or Closing Working Capital set forth on the Final Adjustment Statement. The reasonable fees and expenses incurred in the preparation of Tax Return relates solely to Returns for Tax periods ending on or before the CompanyClosing Date prepared by Buyer shall be the responsibility of Seller, (i) and Seller shall not be required pay to provide Buyer, within five Business Days of Buyer’s request, any Person such fees and expenses. The parties shall prorate the responsibility for the reasonable fees and expenses incurred in the preparation of Tax Returns for Straddle Periods, with any consolidated, combined or unitary Tax Return such proration based on the relative shares of Seller and (ii) Purchaser shall not be required each party with respect to provide any Person Taxes owed with any consolidated, combined, affiliated, aggregate or unitary respect to such Tax Return (or copy thereofas determined under Section 8.5.3). With respect to any Tax Return prepared pursuant to this Section 8.5.2, the parties agree to make (and cause the Company to make, as applicable) of Purchaserthe election under Revenue Procedure 2011-29 to apply the 70% safe-harbor with respect to any “success based fee” as defined in Treasury Regulation Section 1.263(a)-5(f).

Tax Returns. (ai) Seller shall prepare or shall cause to be prepared (i) any combined, consolidated consolidated, affiliated, unitary, or unitary similar Tax Return that includes Seller or any member of the Seller Groupits Affiliates, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) ), and (ii) any all Tax Return Returns (other than any a Combined Tax Return) that is required to be filed by or with respect to of the Company or any of and its Subsidiaries for any taxable period that ends on or before the Pre-Closing Date Tax Period (a “Company Pre-Closing Separate Tax Return”). Seller shall timely prepare or cause to be timely prepared and shall timely file or cause to be timely filed with the appropriate taxing authorities all such Tax Returns described in the preceding sentence. Seller shall timely pay all Taxes due with respect to any Combined Tax Return and described in this Section 4.6(a)(i). With respect to any Company Pre-Closing Separate Tax Return that is required filed after the Closing Date, each such Company Pre-Closing Tax Return shall be prepared on a basis consistent with past practices of the Company and its Subsidiaries except to the extent such past practices are not likely to be filed on or before the Closing Date upheld under applicable Law at a “more likely than not” level of confidence, and Seller shall deliver a completed draft of said Tax Return to Buyer for Buyer’s review and comment at least fifteen (taking into account any extensions). In 15) days in the case of any such Combined U.S. federal income Tax Return and at least ten (10) days in the case of any state or local Tax Return prior to the filing thereof. Seller shall reflect any reasonable comments of Buyer to the extent there is not a “more likely than not” level of comfort for Seller’s position on the Company Pre-Closing Separate Tax Return, Seller Returns that are filed pursuant to this Section 4.6(a)(i). (ii) Buyer shall prepare or cause to be prepared such all Tax Return in Returns of the Company and its Subsidiaries for all taxable periods ending after the Closing Date. Tax Returns for Straddle Periods shall be prepared on a manner basis consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least 30 days prior to the due date for filing such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required to be filed by or with respect to the Company or any of its Subsidiaries for any Straddle Tax Period before the later of (i) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such past practices are not likely to be upheld under applicable Law at a “more likely than not” level of confidence. Buyer shall deliver a completed draft of said Tax Return relates solely to Seller for Seller’s review and comment at least fifteen (15) days in the case of any U.S. federal income Tax Return and at least ten (10) days in the case of any state or local Tax Return prior to the Company, (i) Seller filing thereof. Buyer shall not be required to provide reflect any Person with any consolidated, combined or unitary Tax Return reasonable comments of Seller and to the extent there is not a “more likely than not” level of comfort for Buyer’s position on the Tax Returns that are filed pursuant to this Section 4.6(a)(ii). (iiiii) Purchaser Neither Seller nor any of its affiliates shall not be required take any deduction with respect to provide any Person with Asbestos-Related Liabilities or Products Liabilities currently taken into account on the Company Accounts (other than the portion of such Asbestos-Related Liabilities or Products Liabilities for which cash or insurance proceeds have been contributed to a QSF prior to the Closing Date) nor will Seller or any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaserits affiliates take any such liabilities into account in an amount realized.

Tax Returns. (ai) The Seller shall Representative shall, at the Sellers’ sole cost and expense, prepare and timely file or shall cause to be prepared (i) any combinedand timely filed, consolidated or unitary when due all income Tax Return Returns that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is are required to be filed by or with respect to the Company or any of its Subsidiaries or relating to the Contributed Assets or the Business (other than, for the avoidance of doubt, any Combined Tax Returns) for all taxable period that ends periods ending on or before prior to the Closing Date (a the “Pre-Closing Separate Seller Tax ReturnReturns”). Seller shall timely file or cause . (ii) Subject to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before Section 7.02, the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least 30 days prior to the due date for filing such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be when due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is are required to be filed by or with respect to the Company or any of its Subsidiaries or relating to the Contributed Assets or the Business (in each case, other than Combined Tax Returns) for any all Straddle Periods (“Purchaser Tax Period before Returns”). (iii) The Seller Tax Returns and Purchaser Tax Returns shall be filed in a manner consistent with past practice (to the later extent in compliance with applicable Legal Requirements) unless otherwise required by applicable Legal Requirements or to the extent necessary to reflect the consummation of the transactions contemplated by this Agreement. With respect to the Seller Tax Returns and Purchaser Tax Returns, (ix) the preparing Party shall provide the non-preparing Party with a copy of such Tax Return (and associated tax workpapers and such additional information regarding such Tax Return as soon as may reasonably practicable and be requested by the non-preparing Party), for such Tax Returns related to income Taxes, at least thirty (ii30) 30 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts Return (inclusive of valid extensions) or, for such Tax Return not related to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute income Taxes, as soon as reasonably practicable prior to the due date of for filing such Tax Return (giving effect to inclusive of valid extensions), Purchaser and (y) the preparing Party shall file incorporate any reasonable comments of the non-preparing Party to such Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except Returns to the extent such comments are provided no later than ten (10) days after the non-preparing Party has received the Tax Return relates solely for its review. If the preparing Party and non-preparing Party are unable to agree with respect to reasonable comments made by the non-preparing Party, the Parties shall submit any such dispute to the CompanyIndependent Accountants who shall resolve any such dispute substantially in accordance with the procedures in Section 2.06(c) mutatis mutandis, (i) Seller and the decision of the Independent Accountants shall not be required final, conclusive and binding. If the Independent Accountants are unable to provide any Person with any consolidated, combined or unitary resolve the dispute at least three Business Days prior to the filing due date of the Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidatedat issue, combined, affiliated, aggregate or unitary such Tax Return (or copy thereof) shall be filed as prepared by the preparing Party, subject to subsequent amendment as may be necessary to reflect the decision of Purchaserthe Independent Accountants and the obligations of the Parties hereunder shall be appropriately adjusted. .

Tax Returns. (a) Seller shall prepare or shall cause to be prepared (i) any combined, consolidated or unitary Tax Return that includes any member of the Seller Group, on the one hand, and the The Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least 30 days prior to the due date for filing such Tax Returns (taking into account any extensions), or as early as possible before such due date ifshall, at the time Company’s sole expense, have the exclusive authority and obligation to prepare, execute on behalf of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, the Company and Purchaser shall timely file or cause to be timely filed such Tax Returns its Subsidiaries and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file file, or cause to be prepared and timely filed filed, all Tax Returns with respect to of the Company and its Subsidiaries that are due with respect to any taxable year or other taxable period ending on or prior to the Closing Date. Such authority shall include the determination of the manner in which any items of income, gain, deduction, loss or credit arising out of the income, properties and operations of the Company and its Subsidiaries shall be reported or disclosed in such Tax Returns. Notwithstanding the foregoing, items set forth on such Tax Returns shall be treated in a manner consistent with the past practices of the Company and its Subsidiaries with respect to such items unless otherwise required by law. For purposes of clarity, the Buyer shall have the exclusive authority and obligation to prepare and timely file, or cause to be prepared and timely filed, the Tax Return for Straddle Tax Periodsthe taxable year ended December 31, 2004. Purchaser shall The Company and its Subsidiaries will cause its tax preparer to promptly deliver to Seller for its review and comment a copy copies of any each such Tax Return to the Buyer. All such Tax Returns shall not be filed without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed. (b) Except as provided in Section 9.2(a), the Buyer shall have the exclusive authority and obligation to prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of the Company and its Subsidiaries; provided, that is required with respect to Tax Returns to be filed by the Buyer pursuant to this Section 9.2 for taxable periods beginning on or before the Closing Date and ending after the Closing Date (the “Overlap Period”), items set forth on such Tax Returns shall be treated in a manner consistent with respect to the past practices of the Company or any of and its Subsidiaries for any Straddle Tax Period before the later of (i) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptlyitems unless otherwise required by law. If Seller Such authority shall include the determination of the manner in which any items of income, gain, deduction, loss or credit arising out of the income, properties and Purchaser are unable to resolve any dispute prior to operations of the due date of Company and its Subsidiaries shall be reported or disclosed on such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall applyReturns. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaser.

Tax Returns. (ai) Seller The Company shall prepare (or shall cause to be prepared (i) any combined, consolidated or unitary Tax Return that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”prepared) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date when due (taking into account all extensions properly obtained) all Tax Returns of or that include the Company or any extensions). In Subsidiary of the case Company other than a Fleet Subsidiary (the “PHH Group Tax Returns”) and shall remit or cause to be remitted to the relevant Governmental Authorities any Taxes due in respect of such Tax Returns. (ii) Without prejudice to the rights of any such Combined Tax Return and any Pre-Closing Separate Tax ReturnBuyer Indemnitee under this Section 4.11, Seller (A) Buyer shall prepare and timely file (or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity and timely filed) when due (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser taking into account all Pre-Closing Separate extensions properly obtained) all Tax Returns that are not PHH Group Tax Returns and that are required to be filed after the Closing Date by or with respect to the Fleet Subsidiaries or the Fleet Business (the “Buyer Tax Returns”), and (B) Buyer shall remit or cause to be remitted to the applicable Governmental Authorities any Taxes shown to be due in respect of such Tax Returns. (iii) With respect to any Buyer Tax Returns for a taxable period ending on or before the Closing Date, (x) such Tax Returns shall be prepared in a manner consistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (except where otherwise required by Law) and (y) Buyer shall provide the Company with a copy in draft form of each such Tax Return at least 30 45 days prior to the date on which such Tax Return is due (taking into account all extensions properly obtained) (or if such Tax Return is due within 45 days after the Closing Date, then as soon as reasonably practicable). The Company shall have the right within 15 days of the date of receipt of such Tax Return, to review, comment on and make changes to each such Tax Return in good faith. Buyer shall consider the Company’s changes in good faith and shall be obligated to reflect each of the positions or comments requested by the Company unless Buyer has received (and shared with the Company) a written opinion from nationally recognized tax counsel to the effect that there is no reasonable basis for such position requested by the Company. The Company shall pay Buyer no later than five days prior to the date for filing such Tax Return (taking into account all extensions properly obtained) an amount equal to any Taxes that are shown as due thereon. Buyer shall thereafter execute and timely file, or cause to be executed and timely filed, each such Tax Return and timely remit, or cause to be timely remitted, such Taxes. Any reasonable third-party costs and expenses incurred in preparing any such Tax Return by Buyer shall be reimbursed by the Company. (iv) With respect to any Buyer Tax Returns for a Straddle Period, (x) such Tax Returns shall be filed in a manner consistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (except where otherwise required by Law) and (y) such Tax Returns shall be submitted to the Company in draft form not later than 45 days prior to the due date for filing such Tax Returns (taking into account any extensions)all extensions properly obtained) (or, or as early as possible before if such due date ifis within 45 days following the Closing Date, at as promptly as practicable following the time Closing Date) for review and approval by the Company. If the Company objects to any item(s) contained in any such draft Tax Return presented by Buyer, then the Company shall notify Buyer of Closingsuch disputed item(s) and the basis for its objection within 15 days of the day of receipt of such Tax Return, and Buyer and the Company shall act in good faith to resolve any such dispute for the 10 day period thereafter. If within 10 days of the Company’s delivery of a notice of objection, the parties have not reached an agreement regarding such Tax Return, then the dispute shall be presented to the Independent Accounting Firm, whose determination (except to the extent relating to any interpretation of Law or terms of this Agreement) shall be final and binding on both parties and may be entered and enforced in any court having jurisdiction. The Company shall pay Buyer no later than five days prior to the date for filing such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified (taking into account all extensions properly obtained) an amount equal to that portion of the Taxes shown as due on thereon and described in Section 4.11(a)(i)(A)(y). Any reasonable third-party costs and expenses incurred in preparing such Tax Returns not less than five Business Days before such Taxes are due, Return shall be borne by the Company and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay Buyer in the same proportions as any Taxes shown to be as due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect thereon are allocated to the Company and Buyer pursuant to Section 4.11(a)(i)(A)(y). (v) Other than as required by applicable Law or as required by Section 4.11(c)(iii), neither Buyer nor any of its Subsidiaries for Straddle Tax Periods. Purchaser Affiliates shall deliver to Seller for its review and comment a copy amend, refile or otherwise modify (or grant an extension of any such statute of limitations with respect to) any Tax Return that is required relating (x) in whole or in part to be filed by the Fleet Subsidiaries or the Fleet Business with respect to any taxable period ending on or before the Company Closing Date without the prior written consent of the Company, which consent may be withheld in the Company’s sole discretion, or (y) to the Fleet Subsidiaries or the Fleet Business with respect to any Straddle Period without the prior consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned. For the avoidance of doubt, neither Buyer nor any of its Subsidiaries for Affiliates shall take any Straddle Tax Period before the later of (i) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute action with respect to such indemnification obligation promptlyany PHH Group Tax Return. If Seller and Purchaser are unable to resolve Other than as required by applicable Law, neither the Company nor any dispute prior of its Affiliates shall amend, refile or otherwise modify (or grant an extension of any statute of limitations with respect to) any Tax Return relating in whole or in part to the due date of such Fleet Subsidiaries or the Fleet Business (other than a PHH Group Tax Return (giving effect of the Company) if such amendment, refiling or modification reasonably could be expected to valid extensions)be adverse to Buyer, Purchaser except with the prior written consent of Buyer, which consent shall file the Tax Return as originally prepared (butnot be unreasonably withheld, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall applydelayed or conditioned. (cvi) Notwithstanding anything to the contrary in any other provision of this Agreement or any Final Ancillary DocumentSection 4.11(b), except to the extent such Tax Return relates solely to the Company, in its sole discretion, may cause any Fleet Subsidiary to elect to claim (ior not claim) Seller shall not be required to provide “bonus depreciation” under Section 168(k) of the Code for any Person with item of property for which such an election is available on any consolidated, combined or unitary Buyer Tax Return of Seller and (ii) Purchaser shall not be required to provide for, or that includes any Person with any consolidatedportion of, combinedthe taxable year ended December 31, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaser2013.

Tax Returns. (a) Seller Subject to review and approval by Seller, LKC shall prepare and file or shall cause to be prepared (i) any combinedfiled when due all Tax Returns, including the 1996 consolidated or unitary Tax Return federal income tax return of SGI, Seller and LKC, that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is are required to be filed by or with respect to LKC for taxable years or periods in the Company or any last sentence of its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”Section 5.2(b). , Seller shall timely 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 timely filed any Combined when due all Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before Returns, including the Closing Date (taking into account any extensions). In the case 1996 consolidated federal income tax return of any such Combined Tax Return and any Pre-Closing Separate Tax ReturnSGI, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliverLKC, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least 30 days prior to the due date for filing such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required to be filed by or with respect to the Company SGI and/or Seller for taxable years or any of its Subsidiaries for any Straddle Tax Period periods ending before the later Effective Date. Seller shall pay (or reimburse LKC for) any Taxes due in respect of (isuch Tax Returns. Buyer shall file or cause to be filed when due all 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 remit any Taxes due in respect of such Tax Returns. Seller shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to LKC as a result of the making of the Election described in Section 5.2(a). Seller shall pay LKC the Taxes for which Seller is liable pursuant to Section 5.2(b) as soon as reasonably practicable and (ii) 30 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 thereof (taking into account for the payment of estimated Taxes in accordance with the requirements of federal, state and local laws and regulations, provided that promptly upon filing by LKC of any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but for the period in any event within a reasonable period respect of time prior to the last date for timely filing which such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Companyestimated taxes were paid, (i) LKC shall reimburse Seller shall not be required for the difference between (A) the amount paid by Seller pursuant to provide any Person with any consolidated, combined or unitary Tax Return of Seller this Section 5.3 and (iiB) Purchaser shall not be required the amount payable by LKC pursuant to provide any Person with any consolidatedsuch Tax Return, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaserif such amount is positive.

Tax Returns. (a) Seller shall prepare and file, or shall cause to be prepared (i) any combinedand filed, consolidated or unitary all Tax Return that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is Returns required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date (each such Tax Return, a “PreSeller-Closing Separate Prepared Tax Return”). Seller shall timely file pay, or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed paid, all Taxes of the Company due on or before the Closing Date Date. (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller b) Buyer shall prepare and file, or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliverfiled, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed by the Company for any taxable period beginning on or before the Closing Date and ending after the Closing Date at least 30 (each such Tax Return, a “Buyer-Prepared Tax Return”); provided, however, that Buyer shall provide Seller with a draft of any Buyer-Prepared Tax Return no less than twenty (20) days prior to the due date for filing such Buyer-Prepared Tax Returns (taking into account any extensions)Return for Seller’s review and approval; provided, or as early as possible before such further, if the due date if, at the time of Closing, any for filing such Buyer-Prepared Tax Return is due in less than 30 daystwenty (20) days after the Closing Date, together Buyer shall provide Seller with payment for any a draft of such Buyer-Prepared Tax Return within a commercially reasonable time after the Closing Date. No such Buyer-Prepared Tax Return shall be filed by Buyer without Seller’s consent, not to be unreasonably withheld, conditioned or delayed. Seller Indemnified shall pay to Buyer the amount of Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such each Buyer-Prepared Tax Return that are allocable to a taxable period (or portion thereof) ending on or before the Closing Date. Whenever it is required necessary to be filed by determine the allocation of Taxes due on a Buyer-Prepared Tax Return for a portion of any taxable period that begins on or with respect before the Closing Date and ends after the Closing Date, the amount of any Tax that is allocable to the Company or any portion of its Subsidiaries for any Straddle Tax Period before such taxable period that is deemed to end at the later end of the day on the Closing Date will be: (i) as soon as reasonably practicable in the case of real property Taxes, personal property Taxes and similar ad valorem Taxes, the amount of such Taxes for the entire taxable period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of such taxable period ending at the end of the day on the Closing Date and the denominator of which is the number of calendar days in the entire taxable period, and (ii) 30 days prior to in the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligationcase of all other Taxes, if any, pursuant to Section ‎7.1determined as though the applicable taxable year terminated at the end of the day on the Closing Date. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser make any such payments at least five (5) days before payment of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall applyTaxes is due. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaser.

Tax Returns. (a) Seller shall prepare and timely file, or shall cause to be prepared and timely filed, when due (itaking into account any valid extension of a required filing date) any combined, consolidated or unitary all Tax Return that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is Returns required to be filed by or with respect the Acquired Companies related to the Company or Pre-Closing Tax Periods that are due (taking into account any valid extension of its Subsidiaries for any taxable period that ends a required filing date) on or before the Closing Date solely in respect of those jurisdictions in which the applicable Acquired Company is currently filing Tax Returns (each such Tax Return, a “PreSeller-Closing Separate Filed Tax Return”). Seller shall timely file or cause to be timely filed any Combined Each such Seller-Filed Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or Acquired Companies, except as otherwise required by a change in applicable Legal Requirements that is effective after the last day of Seller with respect to such entity)the Taxable period immediately preceding the Taxable period for which the applicable Seller-Filed Tax Return will be filed. Seller shall prepare and deliverpay, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least 30 days prior to the due date for filing such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closingpaid, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on any Seller-Filed Tax Return at the time such Seller-Filed Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause Return is filed by Seller pursuant to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returnsthis Section 8.2(a). (b) Purchaser (or its Affiliates) shall prepare and timely file file, or cause to be prepared and timely filed filed, when due (taking into account any extensions of a required filing date) all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required to be filed by the Acquired Companies related to Pre-Closing Tax Periods (including Straddle Periods) that are due after the Closing Date solely in respect of those jurisdictions in which the applicable Acquired Company is currently filing Tax Returns (each such Tax Return, a “Purchaser-Filed Tax Return”). The Purchaser-Filed Tax Returns shall not include any Consolidated Return. Each Purchaser-Filed Tax Return shall be prepared in a manner consistent with past practices of the Acquired Companies, except as otherwise required by a change in applicable Legal Requirements that is effective after the last day of the Taxable period immediately preceding the Taxable period for which the applicable Purchaser-Filed Tax Return will be filed. (c) Any Purchaser-Filed Tax Return shall be provided in draft form to Seller (together with schedules, statements or with respect to other supporting documentation reasonably requested) at least twenty-five (25) Business Days (or, in the Company or case of any of its Subsidiaries for any Straddle Tax Period before the later of (i) Return that is not an income Tax Return, as soon as reasonably practicable and (iipracticable) 30 days prior to the due date thereof (taking into account including any extensionsapplicable valid extension) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1of such Purchaser-Filed Tax Return. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of have the Tax Return right to review and comment on such Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such -Filed Tax Return). Seller , and Purchaser shall use commercially reasonable efforts consider in good faith any comments thereto that are provided by Seller to settle Purchaser in writing at least fifteen (15) Business Days (or, in the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve case of any dispute Tax Return that is not an income Tax Return, as soon as reasonably practicable) prior to the due date (including any applicable valid extension) of such Purchaser-Filed Tax Return Return. Purchaser and Seller shall cooperate in good faith to resolve any disputed items with respect to any comments that were timely provided by S▇▇▇▇▇. If Purchaser and Seller fail to resolve any disputed items within five (giving effect to valid extensions5) Business Days following Seller’s delivery of such comments (or within such longer period as the parties may mutually agree), Purchaser and Seller shall file submit such disputed items to the Settlement Accountant for resolution, and Purchaser and Seller shall instruct the Settlement Accountant to resolve such disputed items as soon as practicable prior to the due date (including any applicable valid extension) of the Purchaser-Filed Tax Return. The fees and expenses of the Settlement Accountant shall be borne in the manner contemplated by Section 2.4(e), mutatis mutandis. No later than five (5) Business Days prior to the filing of any Purchaser-Filed Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreedpursuant to this Section 8.2(c), Seller shall pay, or caused to be paid, all Taxes shown as due on any Purchaser-Filed Tax Return at such time and the dispute resolution provisions of as finally determined pursuant to this Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document8.2(c), except to the extent such Tax Return relates solely to the Company, Taxes (i) Seller shall not be required to provide any Person with any consolidated, combined were taken into account in determining the Final Purchase Price or unitary Tax Return of Seller and (ii) are allocable to a Post-Closing Straddle Period in accordance with Section 8.5, which Taxes shall be the sole responsibility of Purchaser shall not be required to provide any Person with any consolidatedand its Affiliates (including, combinedafter the Closing, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaserthe Acquired Companies).

Tax Returns. (a) Seller shall prepare or shall cause to be prepared (i) any combined, consolidated or unitary Tax Return that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser file all income and other material Tax Returns of the Company and the Owned Property for any and all Pre-Closing Separate Tax Returns Periods that are required to be filed after the Closing Date at least 30 days (“Seller Returns”), provide such Seller Returns to Purchaser for its review and comment prior to timely filing by the due date for filing such Tax Returns Purchaser (taking into account any extensionsin the manner presented by Seller), and Seller shall pay all Taxes required to be paid with such Seller Returns. The Purchaser shall prepare, or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are duecause to be prepared, and Purchaser shall timely file file, or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed filed, all Tax Returns of or with respect to the Company and its Subsidiaries the Owned Real Property that are required to be filed after the Closing Date other than Seller Returns. All such Tax Returns for Pre-Closing Tax Periods and Straddle Tax Periods. Purchaser Periods shall deliver be provided to Seller for its review and comment a copy prior to filing. All Pre-Closing Taxes shall be paid by Seller. All transfer, documentary, sales, use, stamp, value added, goods and services, excise, registration and other similar taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with consummation of the transactions contemplated by this Agreement and the other Transaction Agreements (“Transfer Taxes”) shall be borne 50% by Seller and 50% by Purchaser, regardless of which Party is responsible for the payment of such Transfer Taxes. The Party required by applicable Law to do so shall timely prepare, or cause to be prepared, and file, or cause to be filed, all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges, and if required by Law, the other Parties shall, and shall cause their Affiliates to, join in the execution of any such Tax Return that is Returns and other documentation. Each Party shall cooperate in providing any certificates or other documents required to be filed by or with respect to reduce the Company or any of its Subsidiaries for any Straddle Tax Period before the later of (i) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall applyTransfer Taxes. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaser.

Tax Returns. (a) Seller shall prepare or shall cause to be prepared (i) any combinedExcept as set forth in Section 6.1(a)(ii), consolidated or unitary the Buyer shall control and be responsible for the filing of all Tax Return that includes any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be Returns filed by or with respect to the Company Target Group after the Closing Date. The Buyer shall prepare any Straddle Period Tax Returns of the Target Group in accordance with past practice (including, for this purpose, any past practice of the Seller) to the extent permitted by applicable Law; provided, however, that the Buyer shall provide the Seller with a copy of any such Tax Returns for his review and comment at least thirty (30) Business Days prior to its filing and the Buyer shall make any changes reasonably requested by the Seller; provided, further, that a comment by the Seller shall not be considered reasonable for this purpose to the extent that it is inconsistent with past practice (including, for this purpose, any past practice of the Seller). (ii) The Seller, at Seller’s expense, shall control and be responsible for the preparation and timely filing of all income Tax Returns of the Target Group filed on or after the Closing Date that relate to a Pre-Closing Period. All such Tax Returns shall be prepared in accordance with past practice unless otherwise required by Law, except to the extent past practice is inconsistent with the method in which items on the Closing Balance Sheet have been calculated, in which case the methods used in preparing the Closing Balance Sheet shall control; provided, however, that the Seller shall provide the Buyer with a copy of any such Tax Returns for its review and comment at least thirty (30) Business Days prior to its filing and the Seller shall make any changes reasonably requested by the Buyer; provided, further, that a comment by the Buyer shall not be considered reasonable for this purpose to the extent that it is inconsistent with past practice (including, for this purpose, any past practice of its Subsidiaries the Seller). (iii) The Seller shall pay all Taxes shown to be due on any Pre-Closing Period Tax Returns and on the Straddle Period Tax Returns (to the extent such Taxes are allocable to the Pre-Closing Period under Section 6.1(e) and (h)). The Buyer shall pay (or cause to be paid) all Taxes shown to be due on the Straddle Period Tax Returns to the extent such Taxes are allocable to the Post-Closing Period under Section 6.1(e). (iv) Except as required by Law, the Buyer shall not amend or extend the statute of limitations with respect to any Tax Returns of the Target Group relating to a Pre-Closing Period, without the prior written consent of the Seller. (v) If Buyer disagrees, in good faith, with the treatment of any item on any Tax Return for any taxable a tax period that ends ending on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file that was prepared by or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before at the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices direction of the relevant entity (or of Seller with respect pursuant to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least 30 days prior to the due date for filing such Tax Returns (taking into account any extensionsSection 6.7(a)(ii), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together if Buyer disagrees with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and timely pay any Taxes shown to be due with such Tax Returns. (b) Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required to be filed by or with respect to the Company or any of its Subsidiaries for any Straddle Tax Period before the later of (i) as soon as reasonably practicable and (ii) 30 days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligationGross-Up Calculation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller Buyer shall notify Purchaser the Seller of its such disagreement within 15 thirty (30) days of receiving a copy after Buyer’s receipt of the Tax Return or Seller’s Gross-Up Calculation. Upon delivery of any such notice, Seller and PurchaserBuyer shall promptly consult each other in an effort to resolve such dispute in good faith. If any such point of disagreement cannot be resolved within thirty (30) days after the date of Buyer’s calculation objection notice, Buyer and Seller shall submit such disagreement to the Independent Accountant and shall follow the dispute resolution process described in Section 2.6(a). (but vi) The Total Tax Gross-Up Amount shall be paid to the Seller in any event immediately available funds within a reasonable period of time three (3) Business Days after the date on which the Total Tax Gross-Up Amount has been finally determined hereunder. Payment will be made to one (1) or more accounts, which accounts shall be designated by the Seller in writing to the Buyer not less than two (2) Business Days prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts payment is to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Purchaser shall file the Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to the extent such Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return made (or copy thereof) of Purchaseras otherwise agreed to by the Parties).

Tax Returns. (a) Seller shall prepare or shall cause to be prepared (i) any combined, consolidated or unitary Tax Return that includes Seller or any member of its Affiliates (other than the Seller GroupPurchased Companies), on the one hand, and the Company or any of its the Purchased Companies or their respective Subsidiaries, on the other hand (a “Combined Tax Return”) ), and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries the Purchased Entities for any taxable period that ends on or before the day immediately preceding the Closing Date (a “Pre-Closing Separate Tax Return”). All Pre-Closing Separate Tax Returns shall be prepared in a manner consistent with past practice (except with respect to any portion of such Tax Return (or any position or election taken or made thereon or relating thereto) relating to any of the transactions contemplated by Section 5.6 or any pre-closing restructuring transaction (including the Pre-Closing Restructuring), which shall be prepared in the manner determined by Seller); provided, that in the case of any Pre-Closing Separate Tax Return that is required to be filed after the Closing, no position shall be taken on any such Tax Return for which there is not at least a “reasonable basis” within the meaning of Treasury Regulations Section 1.6662-3(b)(3) (or any similar provision of state, local or foreign Law). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least 30 twenty (20) days prior to the due date for filing such Tax Returns (taking into account any extensions), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, ) and Purchaser shall timely file or cause to be timely filed such Tax Returns. Seller shall permit Purchaser to review and comment on each Tax Return described in the immediately preceding sentence and shall consider in good faith any comments offered by Purchaser. Purchaser shall not amend or revoke any Combined Tax Return or any Pre-Closing Separate Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request and timely pay any Taxes shown expense, Purchaser shall file, or cause to be due with filed, amended Pre-Closing Separate Tax Returns unless (x) such Tax ReturnsReturn reflects a position for which there is not at least a “reasonable basis” within the meaning of Treasury Regulations Section 1.6662-3(b)(3) (or any similar provision of state, local or foreign Law) or (y) such filing would have an adverse effect on Purchaser or any of its Affiliates (including the Purchased Companies for a Post-Closing Period) that is material (taking into account Tax offsets, credits or other Tax Assets resulting from such filing). (b) Purchaser Seller shall prepare and timely file or shall cause to be prepared and timely filed all Tax Returns with respect to the Company and its Subsidiaries for Straddle Tax Periods. Purchaser shall deliver to Seller for its review and comment a copy of any such Tax Return that is required to be filed by or with respect to the Company or any of its Subsidiaries the Purchased Entities for any Straddle Period (a “Straddle Period Separate Tax Return”) if the Closing occurs on or before September 1, 2015 and Purchaser shall prepare or shall cause to be prepared all Straddle Period before Separate Tax Returns if the later Closing occurs after September 1, 2015. All Straddle Period Separate Tax Returns shall be prepared in a manner consistent with past practice (except with respect to any portion of such Tax Return (ior any position or election taken or made thereon or relating thereto) as soon as reasonably practicable relating to any of the transactions contemplated by Section 5.6 or any Pre-Closing Restructuring transaction, which shall be prepared in the manner determined by Seller); provided, that no position shall be taken on any such Straddle Period Separate Tax Return for which there is not at least a “reasonable basis” within the meaning of Treasury Regulations Section 1.6662-3(b)(3) (or any similar provision of state, local or foreign Law). The party preparing the Straddle Period Separate Tax Returns shall deliver to the other party for its review, comment and approval (iiwhich approval shall not be unreasonably withheld, conditioned or delayed) 30 a copy of such Straddle Period Separate Tax Returns at least thirty (30) days prior to the due date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller and the preparing party shall notify Purchaser of its disagreement within 15 days of receiving a copy of the revise such Straddle Period Separate Tax Return and Purchaser’s calculation to reflect any reasonable comments received from the other party not later than fifteen (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to 15) days before the due date of thereof (taking into account any extensions). Purchaser shall timely file or cause to be timely filed such Straddle Period Separate Tax Returns. At Seller’s request and expense, Purchaser shall file, or cause to be filed, amended Straddle Period Separate Tax Returns unless (x) such Tax Return reflects a position for which there is not at least a “reasonable basis” within the meaning of Treasury Regulations Section 1.6662-3(b)(3) (giving or any similar provision of state, local or foreign Law) or (y) such filing would have an adverse effect to valid extensionson Purchaser or any of its Affiliates (including the Purchased Companies for a Post-Closing Period) that is material (taking into account Tax offsets, credits or other Tax Assets resulting from such filing), . Purchaser shall file the not amend or revoke any such Straddle Period Separate Tax Return as originally prepared Returns (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of Section ‎7.15 shall apply. (c) Notwithstanding anything to the contrary in this Agreement or any Final Ancillary Document, except to notification or election relating thereto) without the extent such Tax Return relates solely to the Company, prior written consent of Seller (i) Seller which consent shall not be required to provide any Person with any consolidatedunreasonably withheld, combined conditioned or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaserdelayed).