Common use of Tax Returns Clause in Contracts

Tax Returns. (i) The Company shall prepare and timely file, or cause to be prepared or timely filed, all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of the Company Group for any periods ending on or prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than thirty (30) days prior to the due date for filing of such Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith to resolve any differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Period.

Tax Returns. (ia) The Company Parent shall prepare and timely file, (or cause to be prepared or timely filed, all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extensionprepared) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with applicable Law and past practices of such member, except as required by applicable law. practice and file (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, ) all Tax Returns for each member of the Company Group Rodeo Entities that are filed on a separate return basis for any all Tax periods ending on or prior to before the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle PeriodsDate. Such Tax Returns shall Parent shall, without duplicating Parent’s indemnity obligation under Section 8.11, pay (or cause to be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later paid) to Buyer not less than thirty (30) days five Business Days prior to the due date for of any 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 provide the Stockholder Representative with drafts of permit Buyer to review and comment on such Tax Returns. The parties shall work together in good faith to resolve any differences Returns and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes such revisions to the such Tax Returns as finally determined pursuant are reasonably requested by Buyer (provided, however, Parent shall not be required to the preceding sentence 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 consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable on or prior to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basisdue date thereof. (iiib) Except as specifically provided in Section 6.8(b)Parent will prepare and file all federal, neither Parent state, local or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any foreign Tax Return relating in whole or in part to the Company Returns with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed Period (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any “Consolidated Pre-Closing Tax PeriodReturns”) that are filed on a consolidated, (ii) on combined or unitary basis, include Rodeo, and are required to be filed after the Closing Date after the ClosingDate, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any and shall pay all Taxes shown as due on such Tax election of the Company Returns. The Rodeo Entities will provide, at Parent’s sole expense, all information in their possession and not otherwise available to Parent that has retroactive effect is required to a be included in such Consolidated Pre-Closing Tax PeriodReturns as Parent may reasonably request within 10 days of such request . (c) 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 filing of any such Tax Returns, Buyer shall permit Parent to review and comment on such Tax Returns and shall make such revisions to such Tax Returns as are reasonably requested by Parent (provided, however, Buyer shall not be required to make any revision requested by Parent if such revision relates to an item that Buyer prepared in accordance with applicable Law and the past practice of the Rodeo Entities).

Tax Returns. (ia) The Company Buyer shall prepare and timely file, or cause to be prepared or timely filed, all Tax Returns in respect of any member on behalf of the Company Group that are required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all income Tax Returns for each member of or with respect to the Company Group for any Tax periods ending on or prior to the Closing Date that are filed after Date. Buyer shall determine the Closing Date manner in which any items of income, gain, deduction, loss or credit arising out of the income, properties and all Tax Returns for operations of the Company Group for any Straddle Periods. Such shall be reported or disclosed in such Tax Returns; provided, however, that all such Tax Returns shall be prepared on a basis consistent in accordance with the most recent past practice, except to the extent otherwise required by applicable Law. The federal and state income Tax Returns of the applicable member Company shall be prepared by Buyer on the basis that the Company’s taxable year will end at the end of the day on the Closing Date in accordance with Treasury Regulations Section 1.1502-76(b)(1)(ii)(A)(1) and -76(b)(2)(i). If needed, Buyer, at the Seller’s expense, shall cause the Company Group. Not later than thirty (30) days to furnish Tax information to Seller for use and inclusion in Seller’s federal and state income Tax Returns for Tax periods ending on or prior to the Closing Date. Seller shall timely pay all Taxes shown as due date on such Tax Returns. If required under applicable Law, for all taxable periods ending on or before the Closing Date, Seller shall cause the Company, to the extent consistent with past custom and practice, to join in the consolidated income Tax Returns of Seller and its Affiliates. Seller is responsible for any costs incurred by Buyer in connection with the preparation and filing of such Tax Returns, Parent Returns and shall provide the Stockholder Representative with drafts of take all necessary action to promptly reimburse Buyer for such Tax Returns. costs. (b) The parties shall work together in good faith to resolve any differences and hereto will, to the extent such differences have not been resolvedpermitted by applicable Law, elect with the principles of Section 2.9 shall apply thereto. Parent shall make any changes relevant Governmental Authority to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the treat a portion of Taxes payable for any Tax period that begins before and ends after the Closing Date (a “Straddle Period allocable to the Pre-Closing Tax Period will be (iPeriod”) in the case as a short taxable period ending as of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated unless such election has an adverse effect on an annual basis, such as either party. Buyer shall prepare on behalf of the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) Company and timely file, amendor cause to be prepared and timely filed, refile the income Tax Returns of or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for the Straddle Period. Buyer shall determine the manner in which any Pre-Closing Tax Perioditems of income, (ii) on the Closing Date after the Closinggain, take any action outside deduction, loss or credit arising out of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election income, properties and operations of the Company shall be reported or disclosed in such Tax Return; provided, however, that has retroactive effect all the Tax Return for the Straddle Period shall be prepared in accordance with most recent past practice, except to a Pre-Closing the extent otherwise required by applicable Law. If needed, Buyer, at the Seller’s expense, shall cause the Company and to furnish Tax information to Seller for use and inclusion in Seller’s consolidated federal and state income Tax Returns for the Straddle Period. Seller shall timely pay all Taxes shown as due on such Tax Return. Buyer shall deliver such Straddle Period income Tax Return at least thirty (30) days prior to the date on which such Tax Return is required to be filed (taking into account any extensions obtained) with the appropriate taxing authority for review and approval by Seller which approval shall not be unreasonably withheld, conditioned or delayed. Seller is responsible for any costs incurred by Buyer in connection with the preparation and filing of such Tax Returns for the Straddle Period and shall take all necessary action to promptly reimburse Buyer for such costs.

Tax Returns. (i) The Company Seller shall prepare and timely file, or shall cause to be prepared or timely filed, all any Tax Returns in respect of any member of the Company Group Return that are is required to be filed (taking into account by or with respect to an Acquired Company or its Subsidiaries for any extension) taxable period that ends on or before the Second Closing Date, and Date (a “Pre-Closing Tax Return”). Seller shall pay, or cause to be paid, all Taxes of the Company Group due on or before the (x) prepare such Pre-Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices 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 member, except as Pre-Closing Tax Return required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of the Company Group for any periods ending on or prior to the Closing Date that are filed after the Second Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than 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 Pre-Closing Tax Return that is required to be filed (taking into account any extensions) on or before the Second Closing Date. Seller shall deliver, or cause to be delivered, to Buyer all Pre-Closing Tax Returns that are required to be filed after the Second Closing Date at least five (5) days prior to the due date for filing such Tax Returns (taking into account any extensions), together with payment by Seller of the amount of any Taxes shown as due thereon (other than to the extent a liability or reserve for such Taxes was reflected in the calculation of the Final Acquired Companies’ Indebtedness or the Final Closing Net Working Capital), and Buyer shall timely file or cause to be timely filed such Tax Returns. (ii) 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 an Acquired Company or its Subsidiaries for any Straddle Period. In the case of any such Tax Return for a Straddle Period (a “Straddle Period Tax Return”), Parent such Tax Returns shall provide be prepared in a manner consistent with past practice of the Stockholder Representative with drafts Acquired Companies and Buyer shall deliver to Seller for its review and comment a copy of such Straddle Period Tax Returns. The parties Returns at least thirty (30) days prior to the due date thereof (taking into account any extensions) and Buyer shall work together in good faith to resolve reflect on such Tax Returns all reasonable comments received from Seller not later than fifteen (15) days before the due date thereof (taking into account any differences and extensions) to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable comments relate to the Pre-Closing Period. Seller shall pay to Buyer at least five (5) days prior to the due date for filing such Straddle Period Tax Period will be Returns (itaking into account any extensions) in the case of Property Taxes, deemed to be the amount of such any Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in shown as due thereon allocable (as determined under Section 6.9(c)) to the Pre-Closing Tax Period and (other than to the denominator of which is the number of calendar days extent a liability or reserve for such Taxes was reflected in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year calculation of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent Final Acquired Companies’ Indebtedness or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Final Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this AgreementNet Working Capital). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Period.

Tax Returns. (ia) The Company shall prepare and timely fileSeller assist the Buyer, or cause to be prepared or timely filedat no cost, with the preparation of all Tax Returns in respect of any member of the for each Company Group that are required to be filed (taking into account any extension) for all taxable periods ending on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group Date (“Pre-Closing Periods”) that are due on or before after the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of with respect to such memberitems, except as unless otherwise required by applicable lawLaw. Not less than five (5) days before the filing of any such Pre-Closing Period Tax Return, Seller shall pay to Buyer an amount equal to the Taxes shown as due on such Tax Returns (including any withholding taxes required to be paid by the Company for Seller-level Taxes). (iib) Parent Buyer shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of the Company Group for file or cause to be filed any periods ending on or prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of each Company for Straddle Periods and Seller assist the applicable member Buyer, at no cost, with the preparation of the Company Group. Not later than thirty (30) days prior to the due date for filing of such Tax Returns, Parent shall provide the Stockholder Representative with drafts of all such Tax Returns. The parties shall work together in good faith to resolve any differences and to To the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes Tax Returns relate to the Pre-Closing Partial Tax Returns as finally determined pursuant Period, Buyer shall provide Seller with reasonable opportunity to review and comment on each such Tax Return described in the preceding sentence before filing, and shall file make changes to such Tax Returns consistent therewithreasonably requested by Seller. Seller shall be jointly responsible for the payment of the amount equal to the portion of such Taxes, if any, that relates to the Pre-Closing Partial Tax Period, and shall pay to Buyer such amounts not less than five (5) days before the filing of any such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes that are imposed with respect to a Straddle Period, the portion of Taxes payable for any Straddle Period allocable such Tax which relates to the Pre-Closing Partial Tax Period will be shall (i) in the case of Property Taxes imposed on a periodic basis (such as real or personal property Taxes), deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction, the numerator of which is the number of calendar days of such in the Straddle Period in ending on and including the Pre-Closing Tax Period Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period Period, and (ii) in the case of all any other TaxesTax, determined be deemed equal to the amount which would be payable if the relevant taxable period ended as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, . Any credits relating to a Straddle Period shall be apportioned taken into account as though the Straddle Period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a time basismanner consistent with the past practices of the Company. (iiic) Except Seller and Buyer agree to consult and resolve in good faith any disputes arising as specifically provided a result of the review of the Tax Returns described in Section 6.8(b)9.01(a) and Section 9.01(b)and to mutually consent to the filing as promptly as possible of such Tax Return. In the event Seller and Buyer are unable to resolve any dispute within 10 days following notice of comments to the applicable Tax Return, neither Parent or then the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Company may file such Tax Return relating in whole on or in part to before the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, due date (including extensions) therefor without such determination having been made and without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax PeriodSeller.

Tax Returns. (i) The Company Newco shall prepare be responsible for the preparation and timely filefiling of all Company Consolidated Income Tax Returns for any Pre-Closing Tax Period, or cause to be prepared or timely filedincluding Company Consolidated Income Tax Returns for such period that are due after the Closing Date, all Tax Returns in respect of for any member of Tax period relating to the Company Group that are Newspaper Subsidiaries, and all Broadcasting Tax Returns required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Within twenty (20) days following the filing of Company Consolidated Income Tax Returns for the Tax period ended on the Closing Date, Newco shall furnish Acquiror with (i) copies of such Tax Returns, and (ii) information concerning (A) the Tax basis of the assets of Broadcasting as of the Closing Date; (B) the earnings and profits of the Company and Broadcasting as of the Closing Date; (C) the Company's Tax basis in the stock of Broadcasting and PBC's Tax basis in the stock of each of its Subsidiaries as of the Closing Date; (D) the net operating loss carryover, investment tax credit carryover, alternative minimum tax carryover and the capital loss carryover, if any, available to the Surviving Corporation and its Subsidiaries for a Post- Closing Tax Period; and (E) all elections with respect to Company Consolidated Income Taxes in effect for Broadcasting as of the Closing Date. Other than elections in the ordinary course of business consistent with past practice or elections which will not have the effect of increasing the Taxes of Acquiror in a Post-Closing Tax Period, no Tax elections shall be made with respect to any of the Tax Returns for which Newco is responsible under this Section 6.09(b)(i) on behalf of the Company or any Broadcasting Subsidiary without the consent of Acquiror. (ii) Acquiror shall be responsible for the preparation and timely filing of all Tax Returns relating to the business or assets of the Company or Broadcasting required to be filed after the Closing Date (other than the Tax Returns to be prepared and filed by Newco pursuant to Section 6.09(b)(i)), PROVIDED, HOWEVER, that all such Tax Returns relating to any Pre-Closing Tax Period or Straddle Period shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member practice of the Company Group for in preparing such Tax Returns. Acquiror shall provide Newco with a draft of any periods ending on such Tax Return relating to any Pre-Closing Tax Period or prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than Period at least thirty (30) days prior to the due date for filing such Tax Return (taking into account any applicable extensions), and Newco may provide Acquiror with written comments on such draft Tax Return within ten (10) days after its receipt of such draft. Subject to Section 6.09(e), Acquiror and Newco shall attempt to resolve any disputes regarding such draft Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together Return in good faith to resolve any differences and at least ten (10) days prior to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file due date for filing such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basisReturn. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Period.

Tax Returns. (i) The For all taxable periods of a U.S. Acquired Company ending on or including the Closing Date, ICG Group shall prepare cause such Acquired Company to join in the ICG Consolidated Group income Tax Returns (each, an “ICG Group Return”). For all Pre-Closing Tax Periods where a U.S. Acquired Company is included in an ICG Group Return, the Company shall, on a timely basis, prepare, or cause to be prepared, pro forma Tax Returns for each such U.S. Acquired Company on a standalone basis, including a calculation of Taxes owed on a standalone basis (each, a “Pro Forma Tax Return”), in accordance with the past practice of the Acquired Companies unless otherwise required by Law, and ICG Group shall timely file, or cause to be prepared or timely filed, all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) on or before the available extensions), all ICG Group Returns for all Pre-Closing Date, Tax Periods and shall pay, pay or cause to be paid, paid to the relevant Tax authority any Taxes shown to be due thereon. The Company shall engage ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (or such other Tax Return preparer as the parties mutually agree) to prepare such Pro Forma Tax Returns. ICG Group shall file all Taxes of the Company relevant ICG Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices the Pro Forma Tax Returns and applicable Law. With respect to ICG Group Returns that include a U.S. Acquired Company, Parent or the Acquired Company shall pay to ICG Group any Taxes shown as due on Pro Forma Tax Returns, to the extent such Taxes were included as a Current Liability on the Preliminary Closing Statement in the Company’s actual calculation of Preliminary Net Working Capital (without giving effect to whether the Preliminary Net Working Capital exceeds the Maximum Net Working Capital) as finally adjusted pursuant to Sections 2.7(b) and 2.7(c) at least five (5) Business Days before payment of such memberTaxes is due and any amount of Taxes shown as due that are in excess of such amount shall be paid by the Holders to ICG Group at least five (5) Business Days before payment of such Taxes is due. In the case of any ICG Group Return in which a U.S. Acquired Company is required to be included relating to a Pre-Closing Tax Period that is first required to be filed after the Closing Date, except the Company shall deliver each such Pro Forma Tax Return to ICG Group and Parent no later than July 30 of the year following the taxable year for which such Pro Forma Tax Return is being prepared (or as required reasonably promptly thereafter, consistent with past practice) and ICG Group and Parent shall review such Pro Forma Tax Returns and each such party shall consider any reasonable comments to such Pro Forma Tax Returns proposed by applicable lawthe other two parties in good faith. Any expenses incurred by Parent or any Acquired Company in connection with preparing any Tax Return pursuant to this Section 7.8(a) shall be borne solely by the Stakeholder Representative (on behalf of the Holders). (ii) Parent and the Acquired Companies shall prepare and timely file, file (or shall cause to be prepared and timely filed, ) all Tax Returns for each member of the Company Group for any periods ending on or prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent other Tax Returns of the applicable member of Acquired Companies for taxable periods that end on or include the Closing Date. Any such Tax Return, including Tax Returns for a Straddle Period, prepared (or caused to be prepared) by Parent or an Acquired Company Group. Not later than shall be submitted to Stakeholder Representative at least thirty (30) days prior to the due date for filing (taking into account available extensions) of such Tax ReturnsReturn for its review and comment, and Parent and the Acquired Companies shall provide accept any reasonable comments thereto made by the Stockholder Stakeholder Representative with drafts of such Tax Returnsrespect to any item for which the Holders have responsibility under Section 9.10. The parties shall work together in good faith portion of the Taxes shown to resolve be due on any differences and Tax Return for a Straddle Period that is attributable to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any the Straddle Period allocable ending on and including the Closing Date and the Taxes due on any other Tax Return prepared pursuant to this Section 7.8(a)(ii) ending on or before the Pre-Closing Tax Period will be (i) Date less, in the case of Property Taxesboth cases, deemed to be the amount of such Taxes for that were included as a Current Liability on the entire Straddle Period multiplied Preliminary Closing Statement in the Company’s actual calculation of Preliminary Net Working Capital (without giving effect to whether the Preliminary Net Working Capital exceeds the Maximum Net Working Capital) as finally adjusted pursuant to Sections 2.7(b) and 2.7(c) shall be paid by a fractionthe Holders to Parent in each case, the numerator of which is the number of calendar days at least five (5) Business Days before payment of such Straddle Period in the Pre-Closing Tax Period and the denominator of which Taxes is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basisdue. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Period.

Tax Returns. Other than Tax returns and reports for which the failure to file would not result in a Material Adverse Effect, through the Effective Date the Company has filed all federal, state, county, local and foreign Tax returns and reports which it is required to file under Applicable Law, whether for itself or in consolidation with Affiliates, and solely with respect to the Company, such returns and reports are correct and complete, in all material respects, and timely filed (i) including any applicable filing extensions). Solely with respect to the Company, as of the Effective Date, the Company has paid all Taxes which have become due pursuant to such returns or reports or pursuant to any assessment received with respect thereto. The Company shall prepare and timely file, has paid for all premium Taxes which are owed or cause estimated to be prepared owed by the Company and as of the Effective Date is current with respect to all premium Tax returns and Tax payments in all states of operation. The Seller’s parent files consolidated federal income Tax returns and certain consolidated and unitary state income Tax returns (collectively, the “Consolidated Returns”) which include the Company and other Affiliates and such Consolidated Returns are the subject of frequent audits; however, to Seller’s Knowledge, there are no threatened actions, proceedings or timely filedinvestigations by any governmental authority with respect to any separate Tax returns filed solely by the Company or any income, all Tax Returns in respect of any member loss or deduction items of the Company Group that reported on the Consolidated Returns which could have a Material Adverse Effect on the Company. With respect to any period of time through Closing for which Tax returns or reports have not yet been filed, or for which Taxes are not yet due or owing, the Seller has established or has caused the Company to establish adequate reserves for all liabilities for Taxes relating to the Company which are accrued but not yet due and payable. The Company has made all payments of estimated Taxes required to be made by the Company through the Effective Date under Applicable Law. No penalties or other charges are due with respect to the late filing of any Tax return of the Company required to be filed (taking into account any extension) on or before the Closing Effective Date. There is no Lien for Taxes (other than for Taxes not yet due and payable), and shall paywhether imposed by any federal, state, county or cause local taxing authority, outstanding against the Company’s assets, properties or business. Neither the Company nor the Seller has ever made an election pursuant to be paid, all Taxes Section 1362 or Section 341(f) of the Company Group due on or before Internal Revenue Code of 1986, as amended (the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member“Code”), except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of that the Company Group for any periods ending on be taxed as a Subchapter S corporation or prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periodsa collapsible corporation. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than thirty (30) days prior to the due date for filing of such Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith to resolve any differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on Through the Closing Date, except that exemptions, allowances or deductions that the Company’s net operating losses for federal income tax purposes as set forth in the Annual Financial Statements are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect not subject to any Pre-Closing Tax Period, except as required limitations imposed by a Taxing Authority or applicable Law, without the prior written consent Section 382 of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax PeriodCode.

Tax Returns. (ia) The Each Company shall prepare prepare, or cause to be prepared, and timely file, or cause to be prepared or timely filed, all Tax Returns in respect of any member of the such Company Group and its Company Subsidiaries that are required to be filed (taking into account any extension) on or before the Closing DateDate and pay all Taxes due with such Tax Returns. Except with respect to the IRS Forms 1065 (and corresponding state and local income Tax Returns) for the Pre-Closing Tax Periods and Straddle Periods (as defined below) to be filed for such Company and each of its Company Subsidiaries which are classified for U.S. federal income tax purposes as a partnership, which will be prepared, or caused to be prepared, and timely filed, or caused to timely filed, at the Members’ expense, by Member Representative, the Resulting Issuer shall payprepare, or cause to be paidprepared, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for of each member of the Company Group for any periods ending on or prior to the Closing Date and its Company Subsidiaries that are required to be filed after the Closing Date and all Date. All such Tax Returns for with respect to a Pre-Closing Tax Period or a tax period that begins before and ends after the Company Group for any Closing Date (a “Straddle Periods. Such Tax Returns Period”) that are to be prepared and filed pursuant to this Section 6.04 (a) shall be (i) prepared on and timely filed in a basis manner consistent with the most recent past practice and methods of each Company and its Company Subsidiaries and Section 6.04(b) (except as otherwise required by applicable Law) and (ii) delivered to the non-preparing party (being the Resulting Issuer with respect to the Company and Member Representative-prepared Tax Returns and Member Representative with respect to the Resulting Issuer-prepared Tax Returns) for its review (1) with respect to income Tax Returns, no later than 30 days before the filing date thereof, and (2) with respect to all other Tax Returns, within three days of filing. If the non-preparing party agrees with the income Tax Returns, then such income Tax Returns shall be timely filed or cause to be filed by the preparing party. If, within 20 days after the receipt of the applicable member income Tax Returns, the non-preparing party notifies the preparing party that it disputes the manner of preparation of the Company Groupincome Tax Returns, then the Resulting Issuer and Member Representative shall attempt to resolve their disagreement within five days following the notification of such disagreement. Not later than thirty (30) If the Resulting Issuer and Member Representative are not able to resolve their disagreement, then the disputed items shall be submitted to the Independent Accountant as an expert and not an arbitrator, for resolution on at least a more-likely-than-not basis. The Resulting Issuer and Member Representative shall use their reasonable efforts to cause the Independent Accountant to resolve the disagreement within 30 days after the date on which they are engaged or as soon as possible thereafter. The determination of the Independent Accountant shall be final and binding on the parties. If the Independent Accountant is unable to resolve any such dispute prior to the due date (with applicable extensions) for filing any such income Tax Return, such income Tax Return shall be filed as prepared by the preparing party subject to amendment, if necessary, to reflect the resolution of such Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returnsdispute by the Independent Accountant. The parties cost of the services of the Independent Accountant shall work together be borne by the party whose calculation of the matter in good faith to resolve any differences and to disagreement differs the extent such differences have not been resolved, most from the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns calculation as finally determined pursuant by the Independent Accountant. Each Company and its Company Subsidiaries shall timely pay to the preceding sentence applicable taxing authorities the amount of Taxes of such Company and shall file its Company Subsidiaries due with respect to such income and other Tax Returns consistent therewith. Returns. (b) For purposes of this Agreementpreparing any income Tax Return of any Company or any Company Subsidiary, in the portion case of Taxes payable for any Straddle Period allocable to Period, items of income, gain, loss and deduction shall be apportioned between the Pre-Closing Tax Period will be (i) and the remaining portion of such Tax year or period on the basis of a closing of the books as of the end of the Closing; provided, however, that in the case of Property Taxesa Tax not based on income, deemed receipts, proceeds, profits or similar items, Straddle Period Taxes shall be equal to be the amount of such Taxes Tax for the entire Straddle Tax Period multiplied by a fraction, the numerator of which is shall be the number of calendar days from the beginning of such Straddle Period in the Pre-Tax period through the Closing Tax Period Date and the denominator of which is shall be the number of calendar days in the entire Straddle Period Tax period. The Resulting Issuer and (iiMember Representative agree that for purposes of Section 706(d) in the case of all other Taxes, determined as though the taxable year of the Code, each of such Company terminated at and its Company Subsidiaries that are treated as partnerships for federal income tax purposes shall use the close “closing of business on the books” method to allocation income, gain, deduction and loss for Tax year in which the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basistakes place. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Period.

Tax Returns. (ia) The Company Seller shall prepare and timely filefile or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group 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). Seller shall deliver, or cause to be prepared or timely fileddelivered, to Purchaser all Pre-Closing Separate Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of the Company Group for any periods ending on or prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than at least thirty (30) days prior to the due date for filing of such Tax Returns, Parent Returns (taking into account any extensions) and Purchaser shall provide the Stockholder Representative with drafts of timely file or cause to be timely filed such Tax Returns. The parties If Purchaser objects, Purchaser shall work together provide such objection in writing to Seller within fifteen (15) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall incorporate in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any differences and to the extent such differences have remaining disagreement. Purchaser shall not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the amend or revoke Pre-Closing Separate Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall Returns (or after the Closing, shall cause any notification or permit the Surviving Corporation toelection relating thereto) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, Seller (which consent shall not be unreasonably withheld withheld, conditioned or delayed (provided that it delayed). At Seller’s reasonable request, Purchaser shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refilingfile, or otherwise modification could cause to be expected filed, amended Pre-Closing Separate Tax Returns. Purchaser shall timely provide (or cause to result be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in liability this Section 8.4(a). (b) Except for any Tax Return required to the Company Equityholders be prepared by Seller pursuant to this AgreementSection 8.4(a). Neither Parent nor any of its Affiliates , Purchaser shall make an election under Section 338 prepare and timely file or 336 of the Code (or similar provisions of state, local or foreign law) cause to be prepared and timely filed all Tax Returns with respect to the transactions contemplated members of the Alkali Group. In the case of any such Tax Return for a Straddle Period (a “Straddle Period Separate Tax Return”), Purchaser shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant member of the Alkali Group, except as required by this AgreementLaw. Neither Parent nor Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of such Straddle Period Separate Tax Returns at least thirty (30) days prior to the due date therefor (taking into account any extensions). Seller shall provide any comments to Purchaser within fifteen (15) days of its Affiliates receipt of any such Straddle Period Separate Tax Return and Purchaser shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into revise such Straddle Period Separate Return to reflect any voluntary disclosure agreement or program with any Taxing Authority reasonable comments received from Seller with respect to such Straddle Period Separate Tax Return. Purchaser shall not amend or revoke any such Straddle Period Separate Tax Returns (or any notification or election relating thereto) without the Company for any Pre-Closing prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s reasonable request and expense, Purchaser shall file, or cause to be filed, amended Straddle Period Separate Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax PeriodReturns.

Tax Returns. (i) The Company Seller shall prepare and timely file, file or cause to be prepared or timely filed, filed when due (taking into account all extensions properly obtained) (I) all Income Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) by or with respect to the Companies and each Subsidiary for taxable years or periods ending on or before the Closing Date, Date and Seller shall payremit, or cause to be paidremitted, any Taxes shown to be due in respect of such Tax Returns; and (II) all Taxes of non-Income Tax Returns with respect to the Company Group Companies and each Subsidiary that are due on or before the Closing Cut-Off Date, and Seller shall remit, or cause to be remitted, any Taxes shown to be due in respect of such Tax Returns. Such 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 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 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 prepared by treating items on such Tax Returns filed in a manner consistent with past practices 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 such memberBuyer, except as required by applicable law. (ii) Parent shall prepare and timely filethe Companies, any Subsidiary or cause any Affiliate thereof for any period after the Cut-Off Date. With respect to Tax Returns to be prepared and timely filedfiled by Buyer that relate, all Tax Returns for each member of the Company Group for any in whole or in part, to Taxable periods ending on or prior to the Closing Cut-Off Date that are filed after the Closing Date and all or any Straddle Period (other than Tax Returns relating to property Taxes for the Company Group for any Straddle Periods. Such which Buyer is wholly liable), (I) unless contrary to Requirements of Law or as otherwise contemplated by this Agreement, such Tax Returns shall be prepared on filed in a basis manner consistent with the most recent 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 of the applicable member of the Company Group. Not and (II) such Tax Returns shall be submitted to Seller not later than thirty (30) 30 days prior to the due date for filing of such Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith to resolve any differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes (or, if such due date is within 45 days following the Cut-Off Date, as promptly as practicable following the 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 Seller if (A) such Tax Returns were not prepared in accordance with clause (I) of this Agreement, the portion of Taxes payable for any sentence or (B) such Tax Returns relate to a Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business ending on the Closing Date. Seller or Buyer shall pay the other party for the Taxes for which Seller or Buyer, except that exemptionsrespectively, allowances is liable pursuant to paragraph (a) of this Section 7.2 but which are payable with any Tax Return to be filed by the other party pursuant to this paragraph (b) upon the written request of the party entitled to payment, setting forth in reasonable detail the computation of the amount owed by Seller or deductions that are calculated on an annual basisBuyer, such as the deduction case may be, but in no event shall such payment be requested earlier than 15 business days prior to the due date for depreciation, shall be apportioned on a time basispaying such Taxes. (iiiii) Except as specifically provided in Section 6.8(b), neither Parent None of Buyer or the Surviving Corporation, nor any Affiliate of their Affiliates Buyer shall (or after the Closing, shall cause or permit the Surviving Corporation Companies or any Subsidiary to) file, 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 Company Companies or any Subsidiary with respect to any Pretaxable year or period ending on or before the Cut-Closing Tax Period, except as required by a Taxing Authority or applicable Law, Off Date without the prior written consent of the Stockholder RepresentativeSeller, which consent may be withheld in the sole discretion of Seller. None of Buyer or any 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 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 delayed; provided, however, that it shall not be considered unreasonable for in the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor case of any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) Straddle Period ending on the Closing Date after the Closing, take any action outside of the ordinary course of business (other than an action explicitly contemplated by this Agreement or such a Straddle Period relating to property Taxes for which Buyer is wholly liable), Seller’s consent may be withheld in the sole discretion of Seller. (iii) make or change any Tax election Buyer shall promptly cause each of the Company that has retroactive effect Companies and each Subsidiary to prepare and provide to Seller a Pre-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 method of computation of separate taxable income or 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 Closing Tax PeriodDate.

Tax Returns. The following provisions shall govern the allocation of responsibility and payment of Taxes as between the NXRT Group and the NHF Group for certain Tax matters following the Effective Time: (ia) The Company NHF Group shall prepare and timely file, or cause to be prepared or timely filed, all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely file or cause to be filed, subject to the review and reasonable approval of the NXRT Group, all Tax Returns for each member of the Company Group Property and JV Entities and their respective Subsidiaries, as applicable, for any all periods ending on or prior to the Closing Date Effective Time, including those that are required to be filed after the Closing Date Effective Time. NXRT hereby recognizes the NHF Group’s authority to execute and file, on behalf of each of the Property and JV Entities, all such Tax Returns for (and agrees to take all action necessary to ensure such authorization in conformity with applicable Law and principles of good governance generally). To the Company extent not otherwise paid by the NHF Group to the appropriate taxing authority, the NHF Group shall reimburse the NXRT Group for any Straddle PeriodsTaxes of the relevant Property and JV Entity with respect to all such Tax Returns within 15 Business Days after payment by the NXRT Group and/or the Property and JV Entities of such Taxes. Such All such Tax Returns shall be prepared on in a basis manner that is consistent with the most recent past custom and practice of the Property and JV Entities, except as required by a change in applicable Law. (b) The NXRT Group shall prepare or cause to be prepared and file or cause to be filed, subject to the review and reasonable approval of the NHF Group, any Tax Returns of the applicable member any of the Company GroupProperty and JV Entities and their respective Subsidiaries, as applicable, for Tax periods which begin before the Effective Time and end after the Effective Time. Not later than thirty (30) days prior The NHF Group shall pay to the due NXRT Group, within 15 Business Days before the date for filing on which Taxes are to be paid with respect to such periods, an amount equal to the portion of such Taxes which relates to the portion of such Tax Returns, Parent shall provide period ending at the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith to resolve any differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewithEffective Time. For purposes of this AgreementSection 9.1(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end at) the Effective Time, the portion of Taxes payable for any Straddle Period allocable such Tax which relates to the Pre-Closing portion of such Tax Period will be period ending at the Effective Time shall (ix) in the case of Property any Taxes other than Taxes based upon or related to income, gains or receipts (including sales and use taxes), or employment or payroll Taxes, be deemed to be the amount of such Taxes Tax for the entire Straddle Period Tax period multiplied by a fraction, fraction the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period period ending at the Effective Time and the denominator of which is the number of calendar days in the entire Straddle Period Tax period, and (iiy) in the case of all other any Tax based upon or related to income, gains or receipts (including sales and use taxes), or employment or payroll Taxes, determined be deemed equal to the amount which would be payable if the relevant Tax period ended at the Effective Time. Any credits relating to a Tax period that begins before and ends after the Effective Time shall be taken into account as though the taxable year relevant Tax period ended at the Effective Time. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with reasonable prior practice of the Company terminated at the close of business on the Closing DateProperty and JV Entities, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basisapplicable. (iiic) Except as specifically provided in Section 6.8(b), neither Parent The NXRT Group shall prepare and cause to be prepared and file or the Surviving Corporation, nor cause to be filed all other Tax Returns of any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax PeriodProperty and JV Entities.

Tax Returns. (i) The Company Seller shall prepare and timely file, file or cause to be prepared or timely filed, filed when due all Tax Returns in respect of any member of the Company Group that are required to be filed by or with respect to the Subject Company for taxable years or periods ending on or before the Closing Date and shall timely pay any Taxes due in respect of such Tax Returns; provided, however, that unless, at Purchaser's option, Seller and Purchaser make an election under Section 338(h)(10) of the Code, (i) at least 30 days prior to the due date for filing any such Tax Return (taking into account any extensionapplicable extensions), Seller shall furnish Purchaser with a completed copy of any such Tax Returns for Purchaser's review and comment and (ii) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such no such Tax Returns shall be prepared by treating items on filed with any taxing authority without Purchaser's prior written consent, such consent not to be unreasonably withheld. Any such Tax Returns Return described in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of the Company Group for any periods ending on or prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns preceding sentence shall be prepared on a basis consistent with the most recent past practices of the Subject Company and in a manner that does not distort taxable income (e.g., by deferring income or accelerating deductions). Purchaser shall file or cause to be filed when due all Tax Returns of that are required to be filed by or with respect to the applicable member of Subject Company for taxable years or periods including but not ending on the Company Group. Not later than thirty Closing Date; provided, however, that to the extent Seller is liable in all or part for the Taxes shown on such Tax Returns, (30i) at least 30 days prior to the due date for filing of any such Tax ReturnsReturn (taking into account any applicable extensions), Parent Purchaser shall provide furnish Seller with a completed copy of any such Tax Returns for Seller's review and comment and (ii) no such Tax Returns shall be filed with any taxing authority without Seller's prior written consent, such consent not to be unreasonably withheld. Any such Tax Return described in the Stockholder Representative preceding sentence shall be prepared on a basis consistent with drafts the past practices of the Subject Company and in a manner that does not distort taxable income (e.g., by deferring income or accelerating deductions). Purchaser shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to the Subject Company for taxable years or periods ending after the Closing Date and shall remit any Taxes due in respect of such Tax Returns. The parties Seller shall work together in good faith pay to resolve any differences and Purchaser the Taxes for which Seller is liable pursuant to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes 5.4(a) but which are payable with respect to the Tax Returns as finally determined to be filed by Purchaser pursuant to the preceding previous sentence and shall file within ten days prior to the due date for the filing of such Tax Returns. All Tax Returns consistent therewith. For purposes of this Agreement, including the portion of Taxes payable for any Straddle Period allocable to Closing Date shall be filed on the Pre-Closing Tax Period will be (i) in basis that the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period relevant taxable period ended on and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on included the Closing Date, except that exemptions, allowances or deductions that are calculated unless the relevant taxing authority will not accept a Tax Return filed on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Period.

Tax Returns. (ia) The Company Seller shall prepare and timely file, (or cause to be prepared or timely filed, all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extensionprepared) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with applicable Law and past practices of such member, except as required by applicable law. practice and file (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, ) all Tax Returns for each member of the Company Group Longhorn Entities that are filed on a separate return basis for any all Tax periods ending on or prior to before the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle PeriodsDate. Such Tax Returns shall Seller shall, without duplicating Seller’s indemnity obligation under Section 8.12, pay (or cause to be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later paid) to Buyer not less than thirty (30) days five Business Days prior to the due date for filing of any such Tax Return all Taxes shown as due on such Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith to resolve any differences and except to the extent such differences have not been resolvedTaxes 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, the principles of Section 2.9 Seller shall apply thereto. Parent permit Buyer to review and comment on such Tax Returns and shall make any changes such revisions to the such Tax Returns as finally determined pursuant are reasonably requested by Buyer (provided, however, Seller shall not be required to the preceding sentence 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 consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable on or prior to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basisdue date thereof. (iiib) Except as specifically provided in Section 6.8(b)Seller will prepare and file all federal, neither Parent state, local or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any foreign Tax Return relating in whole or in part to the Company Returns with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed Period (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any “Consolidated Pre-Closing Tax PeriodReturns”) that are filed on a consolidated, (ii) on combined or unitary basis, include any Longhorn Entity, and are required to be filed after the Closing Date after the ClosingDate, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any and shall pay all Taxes shown as due on such Tax election of the Company Returns. The Longhorn Entities will provide, at Seller’s sole expense, all information in their possession and not otherwise available to Seller that has retroactive effect is required to a be included in such Consolidated Pre-Closing Tax PeriodReturns as Seller may reasonably request within 10 days of such request . (c) 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 filing of any such Tax Returns, Buyer shall permit Seller to review and comment on such Tax Returns and shall make such revisions to such Tax Returns as are reasonably requested by Seller (provided, however, Buyer shall not be required to make any revision requested by Seller if such revision relates to an item that Buyer prepared in accordance with applicable Law and the past practice of the Longhorn Entities).

Tax Returns. (i) The Company Danube shall prepare and timely file, or shall cause to be prepared or and timely filed, all Tax Returns in respect of Danube or any member of the Company Group Danube Subsidiary that are required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of Danube and the Company Group Danube Subsidiaries due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of Danube and the Danube Subsidiaries, as applicable, with respect to such memberitems, except as required by applicable lawLaw. At least twenty (20) days prior to filing any such income Tax Return or at least ten (10) days prior to filing any other material Tax Return, Danube shall submit a copy of such Tax Return to Amazon for Amazon’s review and comment, and shall incorporate any reasonable comments of Amazon to such Tax Return. (ii) Parent Amazon shall prepare and timely file, or shall cause to be prepared and timely filed, all Tax Returns for each member in respect of the Company Group for Danube or any periods Danube Subsidiary with respect to a tax period ending on or prior to before the Closing Date that are is required to be filed after the Closing Date and all Tax Returns for the Company Group for any Straddle PeriodsPeriod. Such Tax Returns shall be prepared by treating items on such Tax Returns in a basis manner consistent with the most recent Tax Returns past practices of the applicable member of the Company Group. Not later than thirty (30) days prior to the due date for filing of such Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith to resolve any differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period Danube and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other TaxesDanube Subsidiaries, determined as though the taxable year of the Company terminated at the close of business on the Closing Dateapplicable, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Periodsuch items, except as required by applicable Law (as determined in consultation with Danube). At least twenty (20) days prior to filing any such income or other material Tax Return, Amazon shall submit a Taxing Authority or applicable Lawcopy of such Tax Return to Danube for Danube’s review and comment, without the prior written consent and shall incorporate any reasonable comments of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative Danube to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability Tax Return to the Company Equityholders pursuant extent related to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code a tax period (or similar provisions of state, local portion thereof) ending on or foreign law) with respect prior to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax PeriodLocked Box Date.

Tax Returns. (i) Sellers shall prepare (or cause to be prepared) and ZoneCare shall timely file for all taxable periods ending on or before the Closing Date (a “Pre-Effective Period”) all Tax Returns required to be filed after the Effective Date by or on behalf of ZoneCare (the “Pre-Effective Period Tax Returns”). The preparation of such Tax Returns and the positions taken thereon shall be consistent in all respects with ZoneCare’s past tax accounting principles and practices. (ii) The Company shall prepare and timely file, or cause to be prepared or timely filed, all Tax Returns in respect of any member of the Company Group that are required to be filed file (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed) for all taxable periods beginning before and ending after the close of the Effective Date (a “Straddle Period”), all Tax Returns for each member of the Company Group for any periods ending on or prior required to the Closing Date that are be filed after the Closing Effective Date by ZoneCare. For purposes of this Agreement, the portion of the Straddle Period ending on and including the Effective Date shall be referred to as the “Pre-Effective Straddle Period” and the portion of the Straddle Period beginning after the Effective Date shall be referred to as the “Post-Effective Straddle Period”. Any such Taxes for a Straddle Period with respect to ZoneCare shall be apportioned to the Pre-Effective Straddle Period based on the actual operations of ZoneCare during the portion of such period ending on and including the Effective Date, determined as though ZoneCare’s books closed at the close of the Effective Date. The cost and expenses of preparing any Tax Return for a Straddle Period shall be borne by the Company. (iii) All Tax Returns referred to in Sections 4.4(b)(i) shall be subject to review and approval by the Company, and all Tax Returns referred to in Section 4.4(b)(ii) which affect the liability of Sellers for the Company Group for any Straddle Periods. Such Tax Returns Taxes pursuant to this Agreement or otherwise shall be prepared on subject to review and approval by Sellers, in each case prior to filing, and such approval shall not be unreasonably withheld or delayed by either such party. The party charged with responsibility to prepare a basis consistent with Tax Return subject to review (the most recent “Preparing Party”) shall present such Tax Returns of Return to the applicable member of other party (the Company Group. Not later “Reviewing Party”) no less than thirty (30) days prior to the due date (including extensions) for filing of such the Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax ReturnsReturn. The parties shall cooperate with one another by making available for review all related work together papers and analyses utilized in good faith to resolve any differences preparing the Tax Return and all related books, records and personnel for this purpose without cost. Within fifteen (15) days after receipt of the Tax Return, the Reviewing Party shall communicate to the extent Preparing Party as to whether it concurs with the Tax Return or, if not, stating its exceptions thereto, together with the reasons and supporting information relating to such differences have exceptions. If there are no such exceptions or such exceptions are resolved by the parties, then such resolution shall be the final determination. If such exceptions cannot been resolvedbe resolved by the parties within ten (10) business days after delivery of the list of exceptions, the principles of Section 2.9 dispute shall apply thereto. Parent be submitted to an independent tax consultant who shall make any changes a final determination in accordance with the terms of this Agreement within fifteen (15) days after submission to such independent tax consultant. The independent tax consultant shall be one of the “Big Four” public accounting firms or a law firm with a nationally recognized tax practice with no material relationship to the Tax Returns as finally determined pursuant parties or their affiliates, and such independent tax consultant shall be chosen by agreement of the parties, or if they are unable to agree, chosen by lot from an equal number of nominees submitted by each party. The fees and expenses of the independent tax consultant shall be allocated by it in inverse proportion to the preceding sentence and shall file such Tax Returns consistent therewithadjustment granted the Reviewing Party. For purposes of this Agreementexample, the if such tax consultant grants a portion of Taxes payable for any Straddle Period allocable the exceptions proposed by the Reviewing Party that results in an adjustment to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for owed that is 25% of the entire Straddle Period multiplied by a fractiontotal adjustment to the amount of Taxes owed that would have occurred had all of the Reviewing Party’s proposed exceptions been granted, it shall assess the Reviewing Party with 75% of its fees and expenses. The independent tax consultant’s decision shall be final and binding upon, and non-appealable by, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basisparties. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Period.

Tax Returns. (ia) The Company Through the Closing, Seller shall prepare and timely file, or cause each of the Companies to continue to be prepared treated as disregarded as an entity separate from the Seller for federal and, as applicable, state or timely filedlocal income Tax purposes pursuant to Treasury Regulation Section 301.7701-3(b)(1), all Tax Returns in respect of any member and Seller shall reflect the operations of the Companies through the Closing Date on its federal and, as applicable, state or local income Tax Returns. The income of the Companies will be apportioned to the period up to and including the Closing Date, and the period after the Closing Date by closing the books of the Companies as of the Closing Date. (b) With respect to any Tax Return of a Company Group that are required to be filed (taking into account any extension) covering a taxable period ending on or before the Closing Date, and shall pay, or cause Date that is required to be paid, all Taxes of the Company Group due on or before filed after the Closing Date. Such Tax Returns , Seller shall be prepared by treating items on cause such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause Return to be prepared and timely filed, shall cause to be included in such Tax Return all Tax Returns for each member of the Company Group for any periods ending on or prior items required to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Groupincluded therein. Not later than thirty (30) 30 days prior to the due date for filing of each such Tax Return, Seller shall deliver a copy of such Tax ReturnsReturn to Buyer together with a statement of the difference, Parent shall provide if any, of the Stockholder Representative with drafts amount of Tax shown due on such Tax Return over the amount set up as a liability for such Tax in the Closing Statement. If the Tax shown on the Tax Return exceeds the amount set up as a liability for the Tax in the Closing Statement, not later than the due date of such Tax ReturnsReturn, Seller shall pay to Buyer the amount of such excess. The parties If the amount set up as a liability for the Tax in the Closing Statement exceeds the Tax shown on the Tax Return, not later than the due date of such Tax Return, Buyer shall work together pay to Seller the amount of such excess. Buyer shall cause the Company to file the Tax Return and timely pay the Taxes shown due on such Tax Return. (c) With respect to any Tax Return of a Company covering a taxable period beginning on or before the Closing Date and ending after the Closing Date that is required to be filed after the Closing Date, Buyer shall cause such Tax Return to be prepared and shall cause to be included in good faith such Tax Return all Tax items required to resolve any differences and be included therein. Buyer shall determine (by an interim closing of the books as of the Closing Date except for ad valorem Taxes which shall be prorated on a daily basis) the Tax which would have been due with respect to the extent period covered by such differences have not been resolvedTax Return if such taxable period ended on the Closing Date (the “Pre-Closing Tax”). Not later than 30 days prior to the due date of each such Tax Return, the principles Buyer shall deliver a copy of Section 2.9 shall apply theretosuch Tax Return to Seller for its review. Parent Buyer shall make any all reasonable changes to such Tax Return requested by Seller not later than ten days prior to the due date of such Tax Return. Not later than the due date of the Tax Returns as finally determined pursuant Return, Seller shall pay to Buyer the preceding sentence and shall file such Tax Returns consistent therewith. For purposes excess, if any, of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) over the amount set up as a liability for such Tax in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basisStatement. (iiid) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Any Tax Return relating in whole or in part prepared pursuant to the Company provisions of this Section 7.1 shall be prepared in a manner consistent with practices followed in prior years with respect to any Pre-Closing similar Tax PeriodReturns, except as otherwise required by a Taxing Authority Law or applicable Lawfact. (e) Buyer and Seller shall cooperate fully, without the prior written consent and Buyer shall cause each of the Stockholder RepresentativeCompanies to cooperate fully, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability as and to the Company Equityholders extent reasonably requested by the other Party, in connection with the preparation and filing of Tax Returns pursuant to this Agreement)Section 7.1 and any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes. Neither Parent nor Such cooperation shall include access to, the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any such Tax Return or Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of its Affiliates shall make an election under Section 338 any material provided hereunder. Seller will, and Buyer will and will cause the Companies to, retain all books and records with respect to Tax matters pertinent to the Companies relating to any taxable period beginning before the Closing Date until the earlier of six years after the Closing Date or 336 the expiration of the Code (applicable statute of limitations of the respective taxable periods, and to abide by all record retention agreements entered into with any Tax Authority. Buyer and Seller each agree, upon request, to use Reasonable Efforts to obtain any certificate or similar provisions of stateother document from any Tax Authority or any other Person as may be necessary to mitigate, local reduce or foreign law) eliminate any Tax that could be imposed with respect to the transactions contemplated by this Agreement. (f) Within 45 days after the date provided for in Section 2.4(e), Buyer shall prepare and deliver to Seller for its review an allocation of the Purchase Price among the assets of the Companies in accordance with Section 1060 of the Code. Neither Parent nor any Within 30 days of its Affiliates receipt of such allocation, Seller shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate notify Buyer that it concurs with the allocation or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) provide written comments to the allocation. If Buyer and Seller disagree on any aspect of the Closing Date allocation, Buyer and Seller agree to use Reasonable Efforts to resolve any such disagreement within 90 days after the Closing, take any action outside date provided for in Section 2.4(e). Any allocation of the ordinary course of business other than Purchase Price agreed to pursuant to this subsection shall be binding on Buyer and Seller for all Tax reporting purposes, and Buyer and Seller shall each use Reasonable Efforts to sustain such allocation in any subsequent Tax audit or similar proceeding. If Buyer and Seller are unable to agree upon an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of allocation within 90 days after the Company that has retroactive effect date provided for in Section 2.4(e), Buyer and Seller shall be entitled to a Pre-Closing Tax Periodfile separate allocations.

Tax Returns. (ia) The Company shall prepare and timely file, or cause to be prepared or and timely filed, all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group by it that are due on or before the Closing DateDate (taking into account any extensions), and shall timely pay all Taxes that are due and payable on or before the Closing Date (taking into account any extensions). Such Any such Tax Returns Return shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as practice (unless otherwise required by applicable lawApplicable Law). (iib) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of required to be filed by the Company Group after the Closing Date with respect to a Pre-Closing Tax Period and for any periods 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 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 case of any income Tax Return shall be at least thirty-five (35) days prior to filing) for ABS’s review and comment, and Parent shall incorporate any reasonable comments that ABS submits to Parent no less than five (5) Business Days prior to the due date of such Tax 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 (5) days before timely payment of Taxes (including estimated Taxes) is due to the applicable taxing authority. (c) Parent shall not, and shall not cause or permit the Company to, (i) 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 that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than thirty (30) days prior to the due date for filing of such Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith to resolve any differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and or (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances amend or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall cause to be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify amended any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, in each case without the prior written consent of ABS (ii) on the Closing Date after the Closingwhich consent shall not be unreasonably withheld, take any action outside of the ordinary course of business other than an action explicitly contemplated by conditioned or delayed), unless such election or amendment filing would not reasonably be expected to increase ABS’s liability for Taxes pursuant to this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax PeriodAgreement.

Tax Returns. (i) The Company From the date of this Agreement through and after the Closing, Seller shall prepare and timely file, (or cause to be prepared or prepared) and timely filed, file all Tax Returns in respect of any member of relating to the Company Group that are required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due Acquired Companies for taxable periods ending on or before the Closing Date. Such Tax Returns shall not be prepared on a basis inconsistent with past practice (except as otherwise required by treating items on Law) without the prior written consent of Buyer (such consent not to be unreasonably withheld, delayed or conditioned), and Seller shall timely and duly remit or cause to be timely and duly remitted any Taxes shown as due in respect of such Tax Returns. Seller shall provide Buyer with copies of all such Tax Returns and supporting workpapers (or, in connection with Tax Returns of any Company Group, Tax packages which shall include pro forma Acquired Company separate Tax Returns and supporting workpapers) at least 20 days prior to the due date for the filing of such Tax Returns (including any extension thereof) for its review and comment prior to the filing of such Tax Returns by Seller. Seller shall make any changes reasonably requested Buyer at least 10 days prior to the due date for the filing of any such Tax Return. (ii) For all Pre-Closing Tax Periods of the Acquired Companies ending on or before the Closing Date, Seller shall cause the Acquired Companies to join in Seller’s consolidated federal income Tax Return. Seller shall include the income of the Acquired Companies (including any deferred items triggered into income by Treasury Regulation Section 1.1502-13 and any excess loss account taken into income under Treasury Regulation Section 1.1502-19) on Seller’s consolidated federal income Tax Returns for all periods through the Closing Date and pay any Taxes attributable to such income. Such Tax Returns insofar as they relate to the Acquired Companies shall be prepared and filed in a manner consistent with past practices of such memberprior practice, except as required by a change in applicable lawLaws, and Seller shall not make any election or fail to make any election (including an election under Treasury Regulation Section 1.1502-36(d)) that would have the effect of increasing the Tax liability of Buyer or either of the Acquired Companies in any Post-Closing Tax Period. In connection with any such Tax Returns prepared by Seller, at least 20 days prior to the due date for the filing of any such Tax Returns (taking into account any extension thereof), Seller shall provide Buyer with Tax packages for any such Tax Returns that shall include pro forma separate Tax Returns for the Acquired Companies and any supporting workpapers and Buyer shall have the right to review and comment on any such pro forma Tax Returns prepared by Seller prior to their filing. Seller shall make any changes reasonably requested Buyer at least 10 days prior to the due date for the filing of any such Tax Return. The consolidated federal income Tax Returns that include the Acquired Companies for its taxable period that ends on the Closing Date shall be prepared in accordance with Treasury Regulations Section 1.1502-76(b)(1)(ii)(A). To the extent applicable, any state or local income Tax Returns shall be prepared in accordance with provisions comparable to Treasury Regulations Section 1.1502-76(b)(1)(ii)(A) under state or local Law. (iiiii) Parent Buyer shall prepare and timely file, file (or cause to be prepared and timely filed, ) when due (taking into account all extensions properly obtained) all other Tax Returns for each member of the Company Group for any periods ending on that are required to be filed by or prior with respect to the Closing Date that are filed Acquired Companies after the Closing Date and all (including Tax Returns for relating to a Straddle Period), and Buyer shall remit or cause to be remitted to the Company Group for applicable taxing authorities by the applicable due date any Taxes shown to be due in respect of such Tax Returns, subject to its right of indemnification pursuant to Section 5.12(a). (iv) With respect to Tax Returns to be filed by Buyer pursuant to Section 5.12(c)(iii) that relate to a Straddle Periods. Such Period, (x) unless otherwise required by applicable Law, such Tax Returns shall be prepared on filed in a basis manner consistent with the most recent positions taken, elections made or methods used in prior periods in filing such Tax Returns of the applicable member of the Company Group. Not and (y) such Tax Returns shall be submitted to Seller not later than thirty (30) 45 days prior to the due date for filing such Tax Returns (giving effect to valid extensions) (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Seller. If Seller objects to such Tax Return presented by Buyer, Seller shall notify Buyer of such disputed items and the basis for its objection within 20 days of the day of receipt of such Tax ReturnsReturn, Parent and Buyer and Seller shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together act in good faith to resolve any differences and to such dispute. If within 10 days of Seller’s delivery of a notice of objection the extent such differences Parties have not been resolvedreached an agreement regarding such Tax Return, the principles dispute shall be presented to a mutually acceptable nationally known independent accounting firm reasonably acceptable to each Party (which firm shall not then be providing any material services to Buyer, the either of Section 2.9 the Acquired Companies or Seller), who shall apply thereto. Parent shall make resolve any changes to dispute for the Tax Returns as finally determined pursuant to the preceding sentence Return and whose determination shall file such Tax Returns consistent therewithbe final and binding on both Parties and may be entered and enforced in any court having jurisdiction. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the PreBuyer and Seller shall each pay one-Closing Tax Period will be half (i1/2) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at fees and expenses of the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basisaccounting firm. (iiiv) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, Neither Buyer nor any of their its Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile re-file or otherwise modify (or grant an extension of any statute of limitations with respect to) any Tax Return relating (A) in whole or in part to the Company Acquired Companies with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, Post-Closing Tax Period which may impact Seller’s Tax liability without the prior written consent of the Stockholder RepresentativeSeller, which consent shall may not be unreasonably withheld withheld, conditioned or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Perioddelayed.

Tax Returns. (ia) The Company Trimble shall prepare and timely file, or shall cause to be prepared (i) any Tax Return of a member of the Trimble Group or timely filedof a consolidated, all Tax Returns in respect of combined or unitary group that includes any member of the Company Trimble Group that are (including any Trimble Combined Tax Return), and (ii) any Tax Return (other than any Trimble Combined Tax Return) required to be filed (taking into account by or with respect to the Company Group for any extension) taxable period that ends on or before the Closing DateDate (such Tax Return described in clause (ii) of this sentence, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the a “Pre-Closing DateDate Trimble Separate Tax Return”). Such Any Transaction Tax Returns Deductions shall be prepared by treating items included as deductions on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of the Company Group for any periods ending on or prior to the Closing Date that extent such amounts are filed after the Closing Date “more likely than not” allocable and all deductible with respect to such Tax Returns for the Returns. The Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of (or the applicable member of the Company Group) shall timely file or cause to be timely filed any such Tax Returns, and Trimble shall bear any costs related to preparing and filing such Tax Returns. Not later than thirty Such Pre-Closing Date Trimble Separate Tax Return shall be prepared in a manner consistent with past practice of the applicable entity, except as otherwise required by applicable Tax Law or this Agreement. Except to the extent required by Law, no Party shall amend any Pre-Closing Date Trimble Separate Tax Return (30or revoke or modify any election relating thereto) without the prior written consent of Trimble (not to be unreasonably withheld, conditioned or delayed). At least twenty (20) days prior to the applicable due date for the filing of a Pre-Closing Date Trimble Separate Tax Return, Trimble shall provide AGCO a draft of such Tax Return for its review and approval (not to be unreasonably withheld, conditioned or delayed). (b) AGCO shall prepare or shall cause to be prepared (i) any Tax Return of a member of the AGCO Group or of a consolidated, combined or unitary group that includes any member of the AGCO Group (including any AGCO Combined Tax Return), and (ii) any Tax Return (other than any AGCO Combined Tax Return) required to be filed by or with respect to the JCA Entities for any taxable period that ends on or before the Closing Date (such Tax Return described in clause (ii) of this sentence, a “Pre-Closing Date AGCO Separate Tax Return”). The Company (or the applicable JCA Entity) shall timely file or cause to be timely filed any such Tax Returns, Parent and AGCO shall provide the Stockholder Representative with drafts of bear any costs related to preparing and filing such Tax Returns. The parties Such Pre-Closing Date AGCO Separate Tax Return shall work together be prepared in good faith to resolve any differences and a manner consistent with past practice of the applicable entity, except as otherwise required by applicable Tax Law or this Agreement. Except to the extent such differences have not been resolvedrequired by Law, the principles of Section 2.9 no Party shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to amend any Pre-Closing Date AGCO Separate Tax PeriodReturn (or revoke or modify any election relating thereto) without the prior written consent of AGCO (not to be unreasonably withheld, conditioned or delayed). At least twenty (20) days prior to the applicable due date for the filing of a Pre-Closing Date AGCO Separate Tax Return, AGCO shall provide Trimble a draft of such Tax Return for its review and approval (not to be unreasonably withheld, conditioned or delayed). (c) AGCO and Trimble shall jointly prepare or cause to be prepared any Tax Return required to be filed by, or with respect to, the Company Group or any of the JCA Entities for any taxable period that is a Straddle Period (a “Straddle Period Separate Tax Return”). The Company (or the applicable member of the Company Group or JCA Entity) shall timely file or cause to be timely filed any such Tax Returns, and the Company shall bear any costs related to preparing and filing such Tax Returns. Such Straddle Period Separate Tax Returns shall be prepared in a manner consistent with past practice of the applicable entity, except as otherwise required by a Taxing Authority applicable Tax Law or applicable this Agreement. Except to the extent required by Law, no Party shall amend any Straddle Period Separate Tax Return (or revoke or modify any election relating thereto) without the prior written consent of the Stockholder Representative, which consent shall other Parties (not to be unreasonably withheld withheld, conditioned or delayed delayed). (provided that it d) The Parties shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result cooperate with each other in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for preparing and filing any Pre-Closing Date Trimble Separate Tax PeriodReturns, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Date AGCO Separate Tax PeriodReturns and Straddle Period Separate Tax Returns, including by promptly providing (or causing to be provided) to Trimble any information reasonably requested by them in connection therewith (including any powers of attorney), and each Party shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a reasonable timeline requested by the other Party.

Tax Returns. (ia) The Company Through the Closing, Sellers shall prepare and timely file, or cause to be prepared or timely filed, all Tax Returns in respect of any member each of the Company Group Companies to continue their current tax treatment as (a) partnerships or (b) entities that are disregarded as separate from their owner for federal income tax purposes pursuant to Treasury Regulation Section 301.7701-3(b)(1), and the operations of each of the Companies through the Effective Time shall be reflected on the federal income Tax Return of its owners. The income of the Companies will be apportioned to the period up to and including the Effective Time, and the period after the Effective Time by closing the books of the Companies as of the Effective Time except as otherwise provided below in Section 7.1(c). (b) With respect to any Tax Return of a Company covering a taxable period ending on or before the Effective Time that is required to be filed (taking into account any extension) on or before after the Closing DateEffective Time, and Sellers shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause Return to be prepared and timely filed, shall cause to be included in such Tax Return all Tax Returns for each member of the Company Group for any periods ending on or prior items required to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Groupincluded therein. Not later than thirty fifteen (3015) days prior to the due date for filing of each such Tax Return, Sellers shall deliver a copy of such Tax ReturnsReturn to Buyer together with a statement of the difference, Parent if any, of the amount of Tax shown due on such Tax Return over the amount set up as a liability for such Tax (for the period through the Effective Time) in the Final Net Working Capital. Sellers shall provide make all reasonable changes to such Tax Return requested by Buyer not later than ten (10) days prior to the Stockholder Representative with drafts due date of such Tax ReturnsReturn. The parties If the Tax shown on the Tax Return exceeds the amount set up as a liability for the Tax (for the period through the Effective Time) in the Final Net Working Capital, not later than the due date of such Tax Return, Sellers shall work together pay to Buyer the amount of such excess. If the amount set up as a liability for the Tax (for the period through the Effective Time) in good faith the Final Net Working Capital exceeds the Tax shown on the Tax Return, not later than the due date of such Tax Return, Buyer shall pay to resolve Sellers the amount of such excess. Buyer shall cause the Company to file the Tax Return and timely pay the Taxes shown due on such Tax Return. (c) With respect to any differences Tax Return of a Company covering a taxable period beginning on or before the Effective Time and ending after the Effective Time that is required to be filed after the Effective Time, Buyer shall cause such Tax Return to be prepared and shall cause to be included in such Tax Return all Tax items required to be included therein. Buyer shall determine (by an interim closing of the books as of the Effective Time except for ad valorem Taxes and franchise taxes based solely on capital which shall be prorated on a daily basis) the Tax which would have been due with respect to the extent period covered by such differences have not been resolvedTax Return if such taxable period ended on the Effective Time (the “Pre-Closing Tax”). For this purpose, any franchise Tax paid or payable with respect to a Company shall be allocated to the principles taxable period for which payment of Section 2.9 the Tax provides the right to engage in business, regardless of the taxable period during which the income, operations, assets or capital comprising the base of such Tax is measured. Not later than fifteen (15) days prior to the due date of each such Tax Return, Buyer shall apply theretodeliver a copy of such Tax Return to Sellers for their review. Parent Buyer shall make any all reasonable changes to such Tax Return requested by Sellers not later than ten (10) days prior to the due date of such Tax Return. Not later than the due date of the Tax Returns as finally determined pursuant Return, either (i) Sellers shall pay to Buyer the preceding sentence and shall file such Tax Returns consistent therewith. For purposes excess, if any, of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be over the amount of such Taxes set up as a liability for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period Final Net Working Capital, or (ii) Buyer shall pay to Sellers the excess, if any, of the amount set up as a liability for the Pre-Closing Tax in the Final Net Working Capital over the Pre-Closing Tax. Buyer shall cause the Company to file the Tax Return and timely pay the Taxes shown due on such Tax Return. (d) Any Tax Return prepared pursuant to the provisions of this Section 7.1 shall be prepared in a manner consistent with practices followed in prior years with respect to similar Tax Returns, except as otherwise required by Law or fact. Any dispute arising pursuant to the provisions of Section 7.1(b) or Section 7.1(c) shall be resolved pursuant to procedures comparable to the procedures applicable under Section 2.4(d). (e) Buyer and Sellers shall cooperate fully, and Buyer shall cause each of the Companies to cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the preparation and filing of Tax Returns pursuant to this Section 7.1 (and Section 7.6), requests for the provision of any information or documentation within the knowledge or possession of the other Party as reasonably necessary to facilitate compliance with financial reporting obligations arising under FASB Statement No. 109 (including without limitation, compliance with Financial Accounting Standards Board Interpretation No. 48), and any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes. Such cooperation shall include access to, the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any such Tax Return or Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Sellers will, and Buyer will and will cause the Companies to, (i) retain all books and records with respect to Tax matters pertinent to the Companies relating to any taxable period beginning before the Effective Time until the later of six (6) years after the Effective Time or the expiration of the applicable statute of limitations of the respective taxable periods (including any extensions thereof), and to abide by all record retention agreements entered into with any Tax Authority, and (ii) in give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Buyer or Sellers, as the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciationmay be, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b)allow the other party to take possession of such books and records. Buyer and Sellers each agree, neither Parent upon request, to use Reasonable Efforts to obtain any certificate or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify other document from any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Lawany other Person as may be necessary to mitigate, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld reduce or delayed (provided eliminate any Tax that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) imposed with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Periodhereby.

Tax Returns. (ia) The Company Parent shall prepare and timely file, or cause to be prepared and file or timely filed, cause to be filed when due all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) for taxable periods of each Business Entity other than Aleris Germany ending on or before the Closing Date, and shall pay, pay or cause to be paidpaid 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, all Taxes 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, 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 Company Group due Parent) all annual Tax Returns required to be filed for taxable periods of Aleris Germany ending on or before the Closing Date. Such , (ii) shall review and sign off on the draft Tax Returns shall be prepared by treating items on 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 a manner 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 practices practice and custom of such member, except as required by applicable lawthe Sellers and Aleris Germany. (iic) Parent Except as provided in Section 6.03(a), Section 6.03(b) and Section 6.03(e), Buyer shall prepare and timely file, or cause to be prepared and timely filed, file or cause to be filed when due all Tax Returns for each member required to be filed by any Business Entity, and shall pay or cause to be paid any Taxes due in respect of the Company Group for such Tax Returns. (d) Any Tax Return required to be filed with respect to a Straddle Period of any periods ending on or prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns Business Entity shall be prepared on a basis consistent in accordance with the most recent Tax Returns past practice and custom of the applicable member Sellers and such Business Entity and shall be submitted (with copies of the Company Group. Not later 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 ReturnsReturn, which written approval shall not be unreasonably withheld, conditioned or delayed. Parent shall provide have the Stockholder Representative with drafts option of providing to Buyer, at any time at least fifteen (15) days prior to the due date, written instructions as to the manner in which any, or all, of the items for which it may be liable hereunder shall be reflected on such Tax ReturnsReturn. The parties shall work together Buyer shall, in good faith preparing such Tax Return, cause the items for which Parent may be liable hereunder to resolve any differences and be reflected in accordance with Parent’s instructions, to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make permitted by Law. (e) The Person required by applicable Law to file any changes to the Tax Returns as finally determined pursuant or other documentation with respect to the preceding sentence any Transfer Taxes shall prepare and shall file such Tax Returns consistent therewithor other documentation and pay the Taxes due with respect thereto. For purposes of this AgreementParent and Buyer shall each, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) and shall each cause their Affiliates to, cooperate in the case of Property Taxestimely preparation and filing of, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period and join in the Pre-Closing execution of, any such Tax Period Returns and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basisdocumentation. (iiif) Except as specifically provided in Section 6.8(b), neither Parent or To the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by extent a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders party pays Taxes pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election Section 6.03 for which such party is not responsible under Section 338 6.01, the paying party shall, in good faith, provide the other party’s representative (Parent or 336 Buyer, as the case may be), with written notice of such payment, and within ten (10) Business Days of receipt of such written notice of payment, the non-paying party’s representative shall reimburse the paying party for the non-paying party’s share of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Periodpaid Taxes.

Tax Returns. (a) Seller shall prepare or shall cause to be prepared (i) The 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 and timely file, or cause to be prepared or timely filed, all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such member, except as required by applicable law. (ii) Parent entity). Seller shall prepare and timely filedeliver, or cause to be prepared and timely fileddelivered, to Purchaser all Pre-Closing Separate Tax Returns for each member of the Company Group for any periods ending on or prior to the Closing Date that are required to be filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than thirty (30) 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, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith to resolve any differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iiib) Except as specifically provided in Section 6.8(b), neither Parent Purchaser shall prepare and timely file or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any to be prepared and timely filed all Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority 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 Pre-Closing Straddle Tax Period, Period before the later of (i) as soon as reasonably practicable and (ii) on 30 days prior to the Closing Date after the Closingdue date thereof (taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, take if any, pursuant to Section ‎7.1. If for any action outside 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 ordinary course Tax Return and Purchaser’s calculation (but in any event within a reasonable period of business other than an action explicitly contemplated by 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, (iiii) make Seller shall not be required to provide any Person with any consolidated, combined or change 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 election Return (or copy thereof) of the Company that has retroactive effect to a Pre-Closing Tax PeriodPurchaser.

Tax Returns. (ia) The Company shall prepare HUBCO and timely each HUBCO Subsidiary have duly filed (and until the Effective Time will so file, or cause ) all Returns required to be prepared or timely filed, all Tax Returns filed by them in respect of any member of federal, state and local taxes (including withholding taxes, penalties or other payments required) and have duly paid (and until the Company Group that Effective Time will so pay) all such taxes due and payable, other than taxes or other charges which are required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of the Company Group for any periods ending on or prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than thirty (30) days prior to the due date for filing of such Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together being contested in good faith (and disclosed to resolve any differences MSB in writing). HUBCO and to HUBCO's Subsidiaries have established (and until the extent Effective Time will establish) on their books and records reserves that are adequate for the payment of all federal, state and local taxes not yet due and payable, but are incurred in respect of HUBCO or HUBCO's Subsidiaries through such differences date. The HUBCO Disclosure Schedule identifies the federal income tax returns of HUBCO and HUBCO's Subsidiaries which have been examined by the IRS within the past six years. No deficiencies were asserted as a result of such examinations which have not been resolved, resolved and paid in full. The HUBCO Disclosure Schedule identifies the principles applicable state income tax returns of Section 2.9 shall apply theretoHUBCO and HUBCO's Subsidiaries which have been examined by the applicable authorities. Parent shall make any changes to the Tax Returns No deficiencies were asserted as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount a result of such Taxes for examinations which have not been resolved and paid in full. To the entire Straddle Period multiplied by a fractionbest knowledge of HUBCO, there are no audits or other administrative or court proceedings presently pending nor any other disputes pending with respect to, or claims asserted for, taxes or assessments upon HUBCO or HUBCO's Subsidiaries, nor has HUBCO or HUBCO's Subsidiaries given any currently outstanding waivers or comparable consents regarding the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year application of the Company terminated at the close statute of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company limitations with respect to any Pre-Closing Tax Periodtaxes or Returns. (b) Except as set forth in the HUBCO Disclosure Schedule, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent neither HUBCO nor any Subsidiary of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) HUBCO (i) initiate or enter into has requested any voluntary disclosure agreement or program with extension of time within which to file any Taxing Authority with respect to the Company for any Pre-Closing Tax PeriodReturn which Return has not since been filed, (ii) on is a party to any agreement providing for the Closing Date after the Closingallocation or sharing of taxes with third parties, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make is required to include in income any adjustment pursuant to Section 481(a) of the Code, by reason of a voluntary change in accounting method initiated by HUBCO (nor does HUBCO have any knowledge that the IRS has proposed any such adjustment or change any Tax election of accounting method) or (iv) has filed a consent pursuant to Section 341(f) of the Company that has retroactive effect Code or agreed to a Pre-Closing Tax Periodhave Section 341(f)(2) of the Code apply.

Tax Returns. (ia) The Company Initial Members shall prepare and timely file, or cause to be prepared and filed, on a timely basis, all of the Tax Returns for the Company for all taxable years or timely periods ending on or before the Closing Date (to the extent not already filed by the Company) (sometimes referred to as “Pre-Closing Period Tax Returns”). Such Tax Returns shall be prepared accurately, using the accounting methods and other practices that are consistent with those used by the Company in their prior Tax Returns except as otherwise required by Law. Items to be taken into account in any Pre-Closing Period Tax Return for the short taxable period ending on the Closing Date will be determined under the Treasury Regulation Section 1.706-1 (or any similar provision of state, local or foreign Law). The parties agree that the federal income and applicable state income Tax Returns of the Company shall each be prepared on the basis that the taxable year of the Company for the year of the Closing ends on the Closing Date and such taxable year is not a Straddle Period for any such income Tax purposes. At least fifteen (15) calendar days before any Pre-Closing Period Tax Return’s due date, the Initial Members shall submit to Purchaser a full and complete draft of each such Tax Return for Purchaser’s review prior to filing with the applicable Tax Authority. Purchaser shall have the right to propose reasonable comments regarding such Tax Return, which comments the Initial Members shall consider in good faith. Subject to Section 11.3, the Company and/or the Members, as applicable, will pay to the applicable Tax Authority, or cause the payment to the applicable Tax Authority of, any Taxes shown as due in such Pre-Closing Period Tax Returns. (b) Subject to the Initial Members’ review, if applicable, Purchaser will prepare and file, or cause to be prepared and filed, all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) on for all taxable years or before periods ending after the Closing Date, and shall Purchaser will pay, or cause to be paid, all Taxes of the Company Group shown as due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent thereon; provided, that with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause respect to be prepared and timely filed, all Tax Returns for each member of the Company Group for any periods ending on or prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle PeriodsPeriod, Purchaser will be entitled to indemnification as set forth in Section 11.3. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than At least thirty (30) calendar days prior to the due date for filing of such Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith to resolve any differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for before any Straddle Period allocable Tax Return’s due date, Purchaser shall submit to the Pre-Closing Initial Members a full and complete draft of each such Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes Return for the entire Straddle Period multiplied by a fraction, Initial Members review and comment prior to filing with the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing applicable Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, Authority. Purchaser shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to not amend any Pre-Closing Period Tax Period, except as required by a Taxing Authority or applicable Law, Return without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax PeriodInitial Members.

Tax Returns. (i) The Company A. Except as provided in Section 4.4, Seller shall prepare and timely file, file (or cause to be prepared or and filed) in a timely filed, manner all Tax Returns in respect of any member of relating to the Company Group for any Tax period that are required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due ends on or before the Closing Date. Such With respect to any Tax Returns Return required to be filed hereunder by the Seller after the date of this Agreement, Seller shall be prepared by treating items provide Buyer with a copy of such completed Tax Return, at least 20 days prior to the due date (including any extension thereof) for the filing of such Tax Return, and Buyer shall have the right to review and comment on such Tax Returns Return and statement within 10 days of receiving such Tax Return from Seller. Seller shall consider in a manner consistent with past practices good faith Buyer's comments in preparing the final version of such memberTax Return that is filed. Except as provided in the Hotel Lease Agreement, except as required by applicable law. (ii) Parent Buyer shall prepare and timely file, file (or cause to be prepared and filed) in a timely filed, manner all other Tax Returns for each member of relating to the Company Group for any Tax periods ending on or prior to the Closing Date that are filed after the Closing Date and all (including any Straddle Period). Any such Tax Returns for prepared by Buyer shall, to the Company Group for any Straddle Periods. Such Tax Returns shall extent permitted by applicable law, be prepared on a basis consistent with previous Tax Returns. With respect to any Tax Return required to be filed hereunder by the most recent Buyer after the Closing Date, and as to which an amount of Tax Returns is allocable to Seller under Section 4.1 hereof, Buyer shall provide Seller with a copy of such completed Tax Return and a statement setting forth the applicable member amount of the Company Group. Not later than thirty (30) Tax shown on such Tax Return that is allocable to Seller pursuant to Section 4.1 hereof, at least 20 days prior to the due date (including any extension thereof) for the filing of such Tax ReturnsReturn, Parent and Seller shall have the right to review and comment on such Tax Return and statement within 10 days of receiving such Tax Return from Buyer; provided, however, Buyer's failure to timely provide Seller with the Stockholder Representative with drafts foregoing draft Tax Returns and information shall not relieve Seller of its obligations under Section 4.1 unless Seller is materially prejudiced thereby. Buyer shall consider in good faith Seller's comments in preparing the final version of such Tax Returns. The parties shall work together in good faith to resolve any differences Return that is filed. B. In furtherance of Sections 4.1 and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be 4.2A hereof (i) in the case of Property Taxes, deemed Seller shall pay or cause to be the amount of such paid when due and payable all Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Tax period ending on or before the Closing Tax PeriodDate and any Taxes described in Section 4.1A(iii) hereof, and (ii) except as provided in the Hotel Lease Agreement, Buyer shall pay or cause to be paid when due and payable (x) all Taxes with respect to the Company for any Tax period beginning after the Closing Date, and (y) all Taxes with respect to the Company for any Straddle Period (subject to its right of indemnification from Seller by the date set forth in Section 4.1C for Taxes attributable to Seller for such Straddle Period pursuant to Section 4.1B). C. Seller and Buyer shall cooperate (and Buyer shall cause the Company to cooperate), and shall cause their respective representatives to cooperate, in preparing and filing all Tax Returns, including maintaining and making available to each other on a mutually convenient basis all records necessary in connection with Taxes and in resolving all disputes and audits with respect to all Tax periods relating to Taxes. From and after the Closing Date, Seller and Buyer (including their Affiliates and successors) shall (i) retain and maintain all such records including (but not limited to) all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company for each Tax period first ending after the Closing Date after and for all prior Tax periods, until the Closing, take any action outside later of (x) the expiration of the ordinary course statute of business limitations of the Tax periods to which such Tax Returns and other than an action explicitly contemplated documents relate, without regard to extensions except to the extent notified by this Agreement the other party in writing of such extensions for the respective Tax periods, plus 30 days, or (iiiy) six years following the due date (without extension) for such Tax Returns, plus 30 days, and (ii) allow Seller and Buyer and their agents and representatives (and agents or representatives of any of their Affiliates), upon reasonable notice and at mutually convenient times to inspect, review and make or change any Tax election copies of such records (at the expense of the Company that has retroactive effect party requesting the records) as Seller and Buyer may deem reasonably necessary or appropriate from time to a Pre-Closing Tax Periodtime.

Tax Returns. (i) The Company Newco shall prepare be responsible for the preparation and timely filefiling of all Company Consolidated Income Tax Returns for any Pre- Closing Tax Period, or cause to be prepared or timely filedincluding Company Consolidated Income Tax Returns for such period that are due after the Closing Date, all Tax Returns in respect of for any member of Tax period relating to the Company Group that are Newspaper Subsidiaries, and all Broadcasting Tax Returns required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Within twenty (20) days following the filing of Company Consolidated Income Tax Returns for the Tax period ended on the Closing Date, Newco shall furnish Acquiror with (i) copies of such Tax Returns, and (ii) information concerning (A) the Tax basis of the assets of Broadcasting as of the Closing Date; (B) the earnings and profits of the Company and Broadcasting as of the Closing Date; (C) the Company's Tax basis in the stock of Broadcasting and PBC's Tax basis in the stock of each of its Subsidiaries as of the Closing Date; (D) the net operating loss carryover, investment tax credit carryover, alternative minimum tax carryover and the capital loss carryover, if any, available to the Surviving Corporation and its Subsidiaries for a Post-Closing Tax Period; and (E) all elections with respect to Company Consolidated Income Taxes in effect for Broadcasting as of the Closing Date. Other than elections in the ordinary course of business consistent with past practice or elections which will not have the effect of increasing the Taxes of Acquiror in a Post-Closing Tax Period, no Tax elections shall be made with respect to any of the Tax Returns for which Newco is responsible under this Section 6.09(b)(i) on behalf of the Company or any Broadcasting Subsidiary without the consent of Acquiror. (ii) Acquiror shall be responsible for the preparation and timely filing of all Tax Returns relating to the business or assets of the Company or Broadcasting required to be filed after the Closing Date (other than the Tax Returns to be prepared and filed by Newco pursuant to Section 6.09(b)(i)), PROVIDED, HOWEVER, that all such Tax Returns relating to any Pre-Closing Tax Period or Straddle Period shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member practice of the Company Group for in preparing such Tax Returns. Acquiror shall provide Newco with a draft of any periods ending on such Tax Return relating to any Pre-Closing Tax Period or prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than Period at least thirty (30) days prior to the due date for filing such Tax Return (taking into account any applicable extensions), and Newco may provide Acquiror with written comments on such draft Tax Return within ten (10) days after its receipt of such draft. Subject to Section 6.09(e), Acquiror and Newco shall attempt to resolve any disputes regarding such draft Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together Return in good faith to resolve any differences and at least ten (10) days prior to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file due date for filing such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basisReturn. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Period.

Tax Returns. (i) The Company Global Crossing NA shall prepare and timely fileprepare, or cause to be prepared prepared, and timely file or timely filedcause to be filed when due, including extensions thereof, all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) on or before with respect to the Company and its subsidiaries for Pre-Closing Date, Tax Periods and shall paypay any Taxes due in respect of such Tax Returns, and, except as specified in the following two sentences, Exodus shall timely file or cause to be paidfiled when due, including extensions thereof, all other Tax Returns with respect to the Company and its subsidiaries and shall timely pay any Taxes due in respect of such Tax Returns. Global Crossing NA in its sole discretion shall have the right to prepare or cause to be prepared all consolidated, combined or unitary Tax Returns of any of the Company Global Crossing NA Group due on members for all Tax periods. Global Crossing NA in its sole discretion shall have the right to prepare and file or before the Closing Date. Such cause to be prepared and filed all Tax Returns that are required to be filed with respect to the Company and its subsidiaries for any Straddle Period. If Global Crossing NA does not exercise its rights in the preceding sentence, Exodus shall prepare or cause to be prepared any Straddle Period Tax Returns that Global Crossing NA does not prepare. Any such Straddle Period Tax Return (regardless of which party prepares it) shall be prepared by treating items on such Tax Returns in a manner consistent with past practices and without a change of such member, except as required any election or accounting method and shall be submitted by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of the Company Group for any periods ending on or prior preparing party to the Closing Date that are filed after the Closing Date other party (together with schedules, statements and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than thirty supporting documentation) at least twenty (3020) days prior to the due date for filing (including extensions of such Tax Returns, Parent ). Such other party shall provide have the Stockholder Representative with drafts of right to review all work papers and procedures used to prepare any such Tax ReturnsReturn. The parties If such other party, within ten (10) business days after delivery of any such Tax Return, notifies the preparing party in writing that it objects to any of the items in such Tax Return, the preparing party shall work together attempt in good faith to resolve any differences the dispute and, if they are unable to do so, the disputed items shall be resolved (within a reasonable time, taking into account the deadline for filing such Tax Return) by an internationally recognized independent accounting firm chosen by and mutually acceptable to both Exodus and Global Crossing NA. Upon resolution of all such items, the relevant Tax Return shall be adjusted to reflect such resolution and shall be binding upon the parties without further adjustment. The costs, fees and expenses of such accounting firm shall be born equally by Exodus and Global Crossing NA. If Exodus fails to agree to the extent such differences have not been resolvedselection of an accounting firm within seven (7) business days, Global Crossing NA has the principles of Section 2.9 shall apply thereto. Parent shall make any changes right to adjust the relevant Straddle Period Tax Return in the manner it deems appropriate and the Tax Returns Return as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, so adjusted shall be apportioned on a time basisbinding upon the parties without further adjustment. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Period.

Tax Returns. (i) The Company Seller Parent shall prepare and timely file, or cause to be prepared or timely filed, all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) on or before after the Closing Date, and shall pay, Date by or cause with respect to be paid, all Taxes of the Company Group due Transferred Entities for taxable years or periods ending on or before the Closing Date. Such Tax Returns shall be prepared in a manner consistent with Seller Parent’s past practice in respect of the Transferred Entities. Seller Parent shall remit any Tax Returns described in the preceding sentence together with all documentation upon which such Tax Returns are based to Buyer Ultimate Parent not later than 45 Business Days before the applicable due date (including extensions) of such Tax Returns for its review and comment, which Buyer Ultimate Parent shall complete not later than 30 Business Days before the applicable due date of such Tax Returns, provided however, in each case that it is not impractical to do so. If, upon expiration of Buyer Ultimate Parent’s period of review set forth in the preceding sentence, the parties disagree as to any item reflected on such Tax Return, Seller Parent’s original proposal shall become final, provided that if Buyer Ultimate Parent reasonably believes that, (x) in the case of an item in a Tax Return being made for U.S. Tax purposes such item is not supported by treating items on “substantial authority” (as defined in Treasury Regulation Section 1.6662-4(d)(2)); or (y) in all other cases such item is not supported by sufficient authority for a filing to be made in the appropriate jurisdiction without risk of penalty under the relevant Tax Law, the item shall be submitted for resolution pursuant to the procedures set forth in Section 6.5(a)(ii). Buyer Ultimate Parent shall file or cause the Transferred Entities to or cause to be filed when due all such Tax Returns and pay or cause to be paid the Taxes shown to be due thereon to the appropriate Tax authorities. With respect to Tax Returns described in this Section 6.5(a)(i), and subject to the limitations set forth in this Section 6.5(a) Buyer Ultimate Parent shall cooperate with Seller Parent in filing such Tax Returns, including causing the Transferred Entities to sign and file such Tax Returns, provided that such cooperation shall not include the taking, or causing to be taken, any action inconsistent with, or in violation of, Law. (ii) Buyer Ultimate Parent shall prepare and file or cause to be prepared and filed when due all Tax Returns that are required to be filed by or with respect to all Transferred Entities for taxable years or periods beginning and ending after the Closing Date and shall cause the Transferred Entities to remit any Taxes due in respect of such Tax Returns. With respect to Tax Returns in respect of taxable years or periods beginning before the Closing Date and ending after the Closing Date, Buyer Ultimate Parent shall prepare and file or cause to be prepared and filed such Tax Returns in a manner consistent with Seller Parent’s past practices practice in respect of the Transferred Entities, to the extent such past practice is not clearly inconsistent with Law, and Buyer Ultimate Parent shall remit any Tax Returns described in the preceding sentence to Seller Parent not later than 45 Business Days before the applicable due date (including extensions) of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of the Company Group for any periods ending on its review and approval (not to be unreasonably withheld or prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of delayed) not later than 30 Business Days before the applicable member of the Company Group. Not later than thirty (30) days prior to the due date for filing of such Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The If, upon expiration of Seller Parent’s period of review set forth in the preceding sentence, the parties disagree as to any item for which Seller Parent’s approval is required, the parties shall work together in good faith promptly submit the item to resolve any differences and a mutually acceptable internationally recognized accounting or law firm for final resolution, such resolution to be completed (where possible) five days prior to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file applicable due date (including extensions) for filing such Tax Returns consistent therewithReturn. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount The determination of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances accounting or deductions that are calculated on an annual basis, such as the deduction for depreciation, law firm shall be apportioned on a time basisbinding upon the parties. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Period.

Tax Returns. (i) The Company Seller shall prepare (at the sole cost and timely expense of Seller), and Seller shall cause the Acquired Company to file, or cause to be prepared or timely filed, all Tax Returns in respect of any member of the Acquired Company Group that are required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such for Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of the Company Group for any periods ending on or prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than thirty (30) days prior to the due date for filing of such Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith to resolve any differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the "Pre-Closing Tax Period will be (iReturns") and any Tax Returns for which the Acquired Company is included in the case of Property TaxesU.S. federal, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fractionstate or local consolidated, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing combined or unitary group that includes Seller ("Seller Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year Returns"). Seller shall promptly pay on behalf of the Acquired Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company and all Taxes due with respect to any Pre-Closing Tax Period, Returns. Such Pre- Closing Tax Returns shall be prepared in a manner consistent with past practice (except as otherwise required by a Taxing Authority Law or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or as otherwise modification could be expected to result in liability to the Company Equityholders pursuant to required by this Agreement), and Seller shall provide or cause to be provided any such Pre-Closing Tax Return to Buyer at least fifteen (15) days prior to the due date of such Pre-Closing Tax Return (after applicable extensions) for Buyer's review and comment. Neither Parent nor Seller shall (i) consider in good faith any of its Affiliates shall make an election under Section 338 or 336 of the Code comments timely received from Buyer with respect to any Pre- Closing Tax Returns and (or similar provisions of state, local or foreign lawii) reasonably consider any comments from Buyer with respect to the transactions contemplated by this AgreementPre- Closing Tax Returns. Neither Parent nor any Buyer shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Acquired Company for any that are not Pre-Closing Tax PeriodReturns. The parties shall prorate the responsibility for the reasonable fees and expenses incurred by Buyer in the preparation of Tax Returns for Straddle Periods, (ii) with such proration based on the Closing Date after the Closing, take any action outside relative shares of the ordinary course of business other than an action explicitly contemplated by this Agreement or each party with respect to Taxes owed with respect to such Tax Return (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Periodas determined under Section 7.7.

Tax Returns. (ia) The Company Stockholders' Agent shall prepare and timely file, file or cause to be prepared or timely filed, and filed when due all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) by or with respect to Target for taxable years or periods ending on or before the Closing Date, and Stockholders' Agent shall pay, remit or cause to be paidremitted any Taxes due in respect of such Tax Returns. To the extent allowed by law, all Taxes of the Company Group due on or before the Closing Date. Such such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices practice. Stockholders' Agent shall provide a copy of all such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of the Company Group for any periods ending on or prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than Acquiror at least thirty (30) days prior to the due date for filing of such Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith to resolve any differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement(or, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed if required to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar filed within forty-five (45) days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on after the Closing Date, except as soon as possible following the Closing Date and sufficiently in advance of filing that exemptions, allowances or deductions the Acquiror shall have a reasonable opportunity to review and comment on such Tax Returns). To the extent that are calculated any positions taken on an annual basis, such as the deduction for depreciation, shall Tax Returns could reasonably be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent expected to affect Acquiror or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Tax period after the Closing Tax PeriodDate, except as required by a Taxing Authority or applicable Law, without Acquiror shall have the prior written consent of the Stockholder Representative, right to approve (which consent approval shall not be unreasonably withheld or delayed delayed) such Tax Returns. For this purpose, Acquiror's withholding of 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 "more likely than not" to prevail as defined in Treas. Reg. Section 1.6662-4(d)(2) (it being understood that such "more likely than not" standard shall be applied whether or not the underlying Tax Return is an income Tax Return). (b) Acquiror shall prepare and file or cause to be prepared and filed when due all Target Tax Returns 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 of such Tax Returns. To the extent any Tax shown as due on any such Tax Return 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 by law; (B) such Tax Return shall be provided to the Stockholders' Agent at least thirty (30) days prior to the due date for filing such return (or, if required to be filed within forty-five (45) days after the Closing Date, as soon as possible following the Closing Date and sufficiently in advance of filing that it the Stockholders' Agent shall have a reasonable opportunity to review and comment on such Tax Return); and (C) the Stockholders' Agent shall have the right to approve (which approval shall not be considered unreasonable for unreasonably withheld or delayed) such Tax Return. For this purpose, Stockholders' Agent's withholding of approval of a Tax Return based upon Acquiror's failure to adopt in such Tax Return an alternative reporting position suggested to Acquiror in writing by the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability Stockholders' Agent pursuant to the Company Equityholders pursuant procedure described herein shall be deemed reasonable if the reporting position proposed by the Stockholder's Agent on such Tax Return is "more likely than not" to this Agreement)prevail as defined in Treas. Neither Parent nor any of its Affiliates shall make an election under Reg. Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to1.6662-4(d)(2) (i) initiate it being understood that such standard shall be applied whether or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to not the Company for any Pre-Closing underlying Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than Return is an action explicitly contemplated by this Agreement or (iii) make or change any income Tax election of the Company that has retroactive effect to a Pre-Closing Tax PeriodReturn).

Tax Returns. (ia) The Company shall prepare HUBCO and timely each HUBCO Subsidiary have duly filed (and until the Effective Time will so file, or cause ) all Returns required to be prepared or timely filed, all Tax Returns filed by them in respect of any member of federal, state and local taxes (including withholding taxes, penalties or other payments required) and have duly paid (and until the Company Group that Effective Time will so pay) all such taxes due and payable, other than taxes or other charges which are required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of the Company Group for any periods ending on or prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than thirty (30) days prior to the due date for filing of such Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together being contested in good faith (and disclosed to resolve any differences CFHC in writing). HUBCO and to HUBCO's Subsidiaries have established (and until the extent Effective Time will establish) on their books and records reserves that are adequate for the payment of all federal, state and local taxes not yet due and payable, but are incurred in respect of HUBCO or HUBCO's Subsidiaries through such differences date. The HUBCO Disclosure Schedule identifies the federal income tax returns of HUBCO and HUBCO's Subsidiaries which have been examined by the IRS within the past six years. No deficiencies were asserted as a result of such examinations which have not been resolved, resolved and paid in full. The HUBCO Disclosure Schedule identifies the principles applicable state income tax returns of Section 2.9 shall apply theretoHUBCO and HUBCO's Subsidiaries which have been examined by the applicable authorities. Parent shall make any changes to the Tax Returns No deficiencies were asserted as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount a result of such Taxes for examinations which have not been resolved and paid in full. To the entire Straddle Period multiplied by a fractionbest knowledge of HUBCO, there are no audits or other administrative or court proceedings presently pending nor any other disputes pending with respect to, or claims asserted for, taxes or assessments upon HUBCO or HUBCO's Subsidiaries, nor has HUBCO or HUBCO's Subsidiaries given any currently outstanding waivers or comparable consents regarding the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year application of the Company terminated at the close statute of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company limitations with respect to any Pre-Closing Tax Periodtaxes or Returns. (b) Except as set forth in the HUBCO Disclosure Schedule, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent neither HUBCO nor any Subsidiary of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) HUBCO (i) initiate or enter into has requested any voluntary disclosure agreement or program with extension of time within which to file any Taxing Authority with respect to the Company for any Pre-Closing Tax PeriodReturn which Return has not since been filed, (ii) on is a party to any agreement providing for the Closing Date after the Closingallocation or sharing of taxes with third parties, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make is required to include in income any adjustment pursuant to Section 481(a) of the Code, by reason of a voluntary change in accounting method initiated by HUBCO (nor does HUBCO have any knowledge that the IRS has proposed any such adjustment or change any Tax election of accounting method) or (iv) has filed a consent pursuant to Section 341(f) of the Company that has retroactive effect Code or agreed to a Pre-Closing Tax Periodhave Section 341(f)(2) of the Code apply.

Tax Returns. (i) The Company Newco shall prepare be responsible for the preparation and timely filefiling of all Company Consolidated Income Tax Returns for any Pre-Closing Tax Period, or cause to be prepared or timely filedincluding Company Consolidated Income Tax Returns for such period that are due after the Closing Date, all Tax Returns in respect of for any member of Tax period relating to the Company Group that are Newspaper Subsidiaries, and all Broadcasting Tax Returns required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Within twenty (20) days following the filing of Company Consolidated Income Tax Returns for the Tax period ended on the Closing Date, Newco shall furnish Acquiror with (i) copies of such Tax Returns, and (ii) information concerning (A) the Tax basis of the assets of Broadcasting as of the Closing Date; (B) the earnings and profits of the Company and Broadcasting as of the Closing Date; (C) the Company's Tax basis in the stock of Broadcasting and PBC's Tax basis in the stock of each of its Subsidiaries as of the Closing Date; (D) the net operating loss carryover, investment tax credit carryover, alternative minimum tax carryover and the capital loss carryover, if any, available to the Surviving Corporation and its Subsidiaries for a Post-Closing Tax Period; and (E) all elections with respect to Company Consolidated Income Taxes in effect for Broadcasting as of the Closing Date. Other than elections in the ordinary course of business consistent with past practice or elections which will not have the effect of increasing the Taxes of Acquiror in a Post-Closing Tax Period, no Tax elections shall be made with respect to any of the Tax Returns for which Newco is responsible under this Section 6.09(b)(i) on behalf of the Company or any Broadcasting Subsidiary without the consent of Acquiror. (ii) Acquiror shall be responsible for the preparation and timely filing of all Tax Returns relating to the business or assets of the Company or Broadcasting required to be filed after the Closing Date (other than the Tax Returns to be prepared and filed by Newco pursuant to Section 6.09(b)(i)), PROVIDED, HOWEVER, that all such Tax Returns relating to any Pre-Closing Tax Period or Straddle Period shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member practice of the Company Group for in preparing such Tax Returns. Acquiror shall provide Newco with a draft of any periods ending on such Tax Return relating to any Pre-Closing Tax Period or prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than Period at least thirty (30) days prior to the due date for filing such Tax Return (taking into account any applicable extensions), and Newco may provide Acquiror with written comments on such draft Tax Return within ten (10) days after its receipt of such Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returnsdraft. The parties shall work together in good faith Subject to resolve any differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b6.09(e), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Period.Acquiror and I-32

Tax Returns. (i) The Buyer, at its sole cost and expense, shall cause the Company shall to prepare and timely file, or cause to be prepared or timely filed, file all Tax Returns in respect of any member of the Company Group that are required to be (other than, if filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of the Company Group for any periods ending on or prior to the Closing Date Closing, the 2018 Tax Return, which shall be filed by the Company) that are due or otherwise to be filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than thirty (30“Buyer Prepared Returns”) days prior to the due date for filing of such Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith to resolve any differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file timely pay all Taxes associated with such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of Taxes otherwise payable by the Company terminated at the close of business on after the Closing Date, except provided that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, Sellers shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to reimburse the Company for any Taxes paid with respect to any Pre-Closing Tax Period or Straddle Period to the extent such Taxes paid were not included in the computation of Company Transaction Expenses or Closing Net Working Capital. To the extent that any Buyer Prepared Return is an income Tax Return or shows a Pre-Closing Tax that is due and payable, the Buyer shall provide a copy of such Tax Return to the Sellers at least thirty days (and in the case of non-income Tax returns, ten days) prior to the date of filing and shall incorporate any timely and reasonable comments of the Sellers in the final Tax Return filed. (ii) With respect to any Buyer Prepared Return filed for any Pre-Closing Tax Period or Straddle Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any Tax Return of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any period ending after the Closing Date, Buyer agrees as follows: (A) To prepare and file such Tax Return consistently with practices and procedures and accounting methods of the Company in effect as of, or as applicable prior to, the Closing Date except as otherwise required by Applicable Law. (B) That no election shall be made to waive the carry back of any net operating loss or other Tax attribute or Tax credit incurred or realized in a Pre-Closing Tax PeriodPeriod by the Company. (C) To the maximum extent possible permitted under applicable law, (ii) treat any amount paid or accrued on or before the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect or with respect to the transactions contemplated hereby (including all Transaction Tax Deductions) as deductible in a Pre-Closing Tax Period. (D) That no election shall be made under Treasury Regulation Section 1.1502-76(b)(2) (or any similar provision of state, local, or non-U.S. law) to ratably allocate items incurred by the Company for the year including the Closing Date. (E) To not change the manner that any item is reported on any Tax Return of the Company to the extent it could affect the Taxes of any Seller or any affiliate of any Seller (or any affiliated, combined, consolidated, or unitary Tax group that the Company was a member prior to the Closing Date).

Tax Returns. (i) The Parent shall be responsible for preparing any Tax Returns with respect to the Company and the Seller Entities for any taxable year that ends on or prior to the Closing Date. All such Tax Returns shall prepare and timely file, or cause to be prepared or timely filed, all Tax Returns in respect of any member accordance with past practice and custom of the Company Group that are required and the Seller Entities. The Buyer shall be responsible for preparing any Tax Returns with respect to the Company and the Seller Entities for any Straddle Periods and for taxable years beginning and ending after the Closing Date. For any Tax Return filed by Parent after the Closing Date, Parent shall make such Tax Returns available for review by the Buyer no less than 15 days in advance of the due date for filing such Tax Returns, and shall cause any reasonable comments of the Buyer to be reflected in such Tax Return, and Buyer and Parent shall work together to resolve any disagreement regarding the Tax Returns; provided, however, that if any disagreements are not resolved prior to the due date of a Tax Return, such Tax Return shall be filed (taking as prepared by Parent and such disagreement shall be resolved by the Firm and any determination of the Firm will be final. Parent shall pay to Buyer on or before the due date of such Tax Return any Tax Liability shown as due thereon, but only to the extent such Tax Liability exceeds the amount of such Tax Liability included in the determination of Net Working Capital and taken into account any extensionas an adjustment to the purchase price hereunder. For all Straddle Period Tax Returns, Buyer shall make such Tax Returns available to Parent no less than 15 days in advance of the due for filing such Tax Returns, together with a statement showing the computation of the Tax Liability of the Company or Seller Entities (as the case may be) for the portion of the Straddle Period ending on or before the Closing Date, Date (the “Pre-Closing Tax Period”) and for the portion of the Straddle Period ending after the Closing Date (the “Statement”). Buyer shall pay, or cause any reasonable comments of Parent to be paid, all Taxes of the Company Group due reflected in such Tax Return. Parent shall pay to Buyer on or before the due date of the Straddle Period Tax Return any Tax Liability attributable to the Pre-Closing DateTax Period reflected on the Statement to Buyer, but only to the extent such Tax Liability for the Pre-Closing Tax Period exceeds the amount of such Tax Liability included in the determination of Net Working Capital and taken into account as an adjustment to the purchase price hereunder. Such Tax Returns shall be prepared by treating items on In the event of any disagreement between the Buyer and Parent regarding such Tax Returns in a manner consistent with past practices or the Statement, such disagreement shall be resolved by the Firm and any such determination by the Firm shall be conclusive and final. The fees and expenses of such member, except as the Firm shall be borne equally by the Buyer and Parent. Unless otherwise required by applicable law. (ii) Parent Applicable Law, Buyer shall prepare and timely file, or cause to be prepared and timely filed, all not amend any Tax Returns for each member Return of the Seller Entities or the Company Group for any periods taxable period ending on or prior to the Closing Date that are filed after or amend or revoke any Tax elections of the Closing Date and all Tax Returns for Seller Entities or the Company Group for any Straddle Periods. Such if such amendment or revocation would impact the Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns Liability of the applicable member of the Company Group. Not later than thirty (30) days prior to the due date for filing of such Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith to resolve any differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances Seller Entities or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Periodsuch taxable periods.

Tax Returns. (ia) The Company parties shall, and shall prepare each cause their respective Affiliates to, provide to the other party such cooperation and timely fileinformation, or cause as and to be prepared or timely filedthe extent reasonably requested, all Tax Returns in respect connection with preparing, reviewing and filing of any member of the Company Group that are required to be filed (taking into account any extension) Tax Return for a taxable period or portion thereof ending on or before the Closing Date, and shall paydetermining liabilities for Taxes or a right to refund of Taxes, or cause in conducting any audit or other action with respect to be paidTaxes, with respect to the Company and its Subsidiaries. Such cooperation and information shall include providing copies of all Taxes relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, and relevant documents relating to rulings and other determinations by any Tax Authority. (b) The parties shall, to the extent permitted or required under applicable Law, treat the Closing Date as the last day of the taxable period of the Company Group due and its Subsidiaries for all Tax purposes. If the Company and its Subsidiaries are permitted, but not required, under applicable non-U.S., state or local Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. For all purposes of this Agreement and for purposes of calculating the Closing Working Capital and the Tax Liability Amount: (i) Except as otherwise provided in this Agreement, any Income Taxes or other Taxes based on or before measured by gross or net sales, payments, payroll, or receipts for a Straddle Period with respect to the Company shall be apportioned between the portion of such period ending on the Closing Date and the portion of such period commencing on the day immediately following the Closing Date. Such , based on a closing of the books of the Company, as if the Closing Date were the end of a Tax Returns year, and each such portion of such period shall be prepared by treating items on such Tax Returns deemed to be a taxable period (whether or not it is in fact a taxable period), and taking into account any net operating losses, credits or deductions of the Company generated in a manner consistent with past practices Pre-Closing Tax Period. For purposes of such membercomputing the Taxes attributable to the two portions of a taxable period pursuant to this Section 11.02(b), except as required by applicable lawthe amount of any item that is taken into account only once for each taxable period (e.g., the benefit of graduated Tax rates, exemption amounts, etc.) shall be allocated between the two portions of the period in proportion to the number of days in each portion. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member In the case of the Company Group for any periods ending on or prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group other Taxes for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than thirty Period that are not described in clause (30i) days prior to the due date for filing of such Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith to resolve any differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this AgreementSection 11.02(b) (including any Taxes based on capitalization, debt or equity interests authorized, issued or outstanding, or any real property, personal property or similar ad valorem Taxes), the portion of Taxes payable for any Straddle Period allocable such Tax that relates to the Pre-portion of such taxable period ending on the Closing Tax Period will Date shall be (i) in the case of Property Taxes, deemed to be the amount of such Taxes Tax for the entire Straddle Period taxable period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-taxable period ending on (and including) the Closing Tax Period Date and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basisperiod. (iii) Except as specifically provided Notwithstanding anything else in Section 6.8(b)this Agreement, neither Parent any Taxes attributable to any action taken by the Purchaser or the Surviving Corporation, nor Company or any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) Subsidiary on the Closing Date but after the Closing, take any action outside of Closing or otherwise after the Closing Date that is not in the ordinary course of business other than an action explicitly contemplated by this Agreement shall be allocated to the taxable period beginning after the Closing Date. (c) Any U.S. federal or (iii) make state or change any local Tax election Returns of the Company or any of its Subsidiaries with respect to an Income Tax for the taxable period ending on the Closing Date that has retroactive effect are partnership Tax Returns shall be prepared by the Representative. Such Tax Returns shall be prepared in a manner consistent with the terms of this Agreement and the past practices of the Company and its Subsidiaries, except to the extent required by applicable Law. Such Tax Returns (including any related work papers or other information reasonably requested by the Representative) shall be provided to the Purchaser for its review not later than twenty (20) days before the due date for filing such Tax Returns (including extensions) if they would affect the Tax liability of, or have an election that would be binding on, the Company or any of its Subsidiaries for a Pretaxable period ending after the Closing Date, or if they include an election or take a position inconsistent with the past practices of the Company. If the Purchaser does not provide the Representative with a written description of the items in the Tax Returns that the Purchaser intends to dispute within ten (10) days following the delivery to the Purchaser of such documents, the Purchaser shall be deemed to have accepted and agreed to such documents in the form provided, and the Representative shall thereafter cause such Tax Returns to be timely filed by the Company or the applicable Subsidiary in the form provided to the Purchaser. The Representative shall consider in good faith any reasonable comments provided by the Purchaser and any timely-Closing raised issues arising as a result of the review of such Tax PeriodReturns to permit the filing of such Tax Returns as promptly as possible.

Tax Returns. (ia) The Company shall Surviving Corporation, at its cost and expense, will prepare and timely file, or cause to be prepared or timely filedprepared, all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices the prior Tax Returns of such member, except as the Company and its Subsidiaries unless otherwise required by applicable law. (ii) Parent shall prepare Legal Requirements, and timely file, file or cause to be prepared and timely filed, all any Tax Returns for each member required to be filed by or on behalf of the Company Group for any Surviving Corporation and its Subsidiaries after the Closing Date which apply to Tax periods ending on or prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle PeriodsDate. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not No later than thirty (30) days prior to the due date for filing of filing, if any such Tax ReturnsReturn shows Taxes in excess of the amounts of Taxes included as a current liability in the calculation of Net Working Capital, the Surviving Corporation will deliver to the Stockholder Representative, such Return and will permit the Stockholder Representative to review and comment on such Tax Return and will make such revisions to such Tax Return as are reasonably requested by the Stockholder Representative, if received at least fifteen (15) days prior to filing. The Surviving Corporation will timely pay to the applicable Governmental Entity any Taxes of the Surviving Corporation and its Subsidiaries shown as due and owing by the Surviving Corporation or any of its Subsidiaries on the Tax Returns described in this Section 4.7(a), including, without limitation, all Taxes of the Surviving Corporation and the its Subsidiaries resulting from the transactions contemplated herein. Notwithstanding the preceding sentence, Parent shall provide be entitled to payment from the Escrow Fund the amount of such Taxes (other than (i) the employer portion of any payroll or employment Taxes related to the treatment of Options pursuant to this Agreement, (ii) the employer portion of any payroll or employment Taxes related to any Change in Control Payments and (iii) Taxes attributable to actions taken by Parent or the Surviving Corporation on the Closing Date that are outside of the ordinary course of business which in each case shall be the responsibility of Parent and the Surviving Corporation) except to the extent that such Taxes are included as a current liability in the calculation of the Net Working Capital. The Stockholder Representative shall provide with drafts Parent Joint Release Instructions to the Escrow Agent to deliver from the Escrow Amount to Parent an amount equal to such owed payment hereunder. Any refund of such Taxes received by the Surviving Corporation will be promptly paid to the Company Stockholders (after deduction of all costs (including any Taxes) incurred by the Parent or the Surviving Corporation in obtaining such Tax refund); provided, that any Tax refunds with respect to Taxes that were previously deducted from the Escrow Fund will be promptly paid back into the Escrow Fund if still in effect (after deduction of all costs (including any Taxes) incurred by the Parent or the Surviving Corporation in obtaining such Tax refund), and provided, further that any such Tax refunds that are included as a current asset in the calculation of the Net Working Capital will be retained by the Surviving Corporation. The parties will, unless prohibited by applicable Legal Requirements, cause the taxable period of the Surviving Corporation to end as of the close of business on the Closing Date. (b) To the extent that any Tax Returns of the Surviving Corporation and any of its Subsidiaries relate to any Tax periods which begin before the Closing Date and end after the Closing Date, the Surviving Corporation, at its cost and expense, will prepare or cause to be prepared, in a manner consistent with the prior Tax Returns of the Company and its Subsidiaries unless otherwise required by applicable Legal Requirements, and timely file or cause to be filed, any such Tax Returns. If any such Tax Return shows Taxes in excess of the amounts of Taxes included as a current liability in the calculation of Net Working Capital, the Surviving Corporation will permit the Stockholder Representative to review and comment on such Tax Return described in the preceding sentence at least thirty (30) days prior to filing such Tax Return and will make such revisions to such Tax Returns as are reasonably requested by the Stockholder Representative, if received at least fifteen (15) days prior to filing. The parties Surviving Corporation will timely pay to the applicable Governmental Entity any Taxes of the Surviving Corporation any of its Subsidiaries shown as due and owing by the Surviving Corporation or any of its Subsidiaries on the Tax Returns described in this Section 4.7(b) with respect to the portion of such Tax period ending on the Closing Date. Notwithstanding the preceding sentence, Parent shall work together be entitled to payment from the Escrow Fund the amount of such Taxes (other than (i) the employer portion of any payroll or employment Taxes related to the treatment of Options pursuant to this Agreement, (ii) the employer portion of any payroll or employment Taxes related to any Change in good faith Control Payments and (iii) Taxes attributable to resolve any differences actions taken by Parent or the Surviving Corporation on the Closing Date that are outside of the ordinary course of business which in each case shall be the responsibility of Parent and the Surviving Corporation) except to the extent that such differences have not been resolved, Taxes are included as a current liability in the principles calculation of Section 2.9 the Net Working Capital. The Stockholder Representative shall apply thereto. provide with Parent shall make any changes Joint Release Instructions to the Tax Returns as finally determined pursuant Escrow Agent to deliver from the Escrow Amount to Parent an amount equal to such owed payment hereunder. Any refund of such Taxes received by the Surviving Corporation will be promptly paid to the preceding sentence and shall file Company Stockholders (after deduction of all costs (including any Taxes) incurred by the Parent or the Surviving Corporation in obtaining such Tax Returns consistent therewithrefund); provided, that any Tax refunds with respect to Taxes that were previously deducted from the Escrow Fund will be promptly paid back into the Escrow Fund if still in effect (after deduction of all costs (including any Taxes) incurred by the Parent or the Surviving Corporation in obtaining such Tax refund) and provided, further that any such Tax refunds that are included as a current asset in the calculation of the Net Working Capital will be retained by the Surviving Corporation. For purposes of this AgreementSection 4.7(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes but does not end on the Closing Date, the portion of Taxes payable for any Straddle Period allocable such Tax which relates to the Pre-portion of such taxable period ending on the Closing Tax Period Date will be (i) in the case of Property Taxesany Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Taxes Tax for the entire Straddle Period taxable period multiplied by a fraction, fraction the numerator of which is the number of calendar days of such Straddle Period in the Pre-taxable period ending on the Closing Tax Period Date and the denominator of which is the number of calendar days in the entire Straddle Period taxable period, and (ii) in the case of all other Taxes, determined as though any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable year of the Company terminated at the close of business period ended on the Closing Date, except . Any credits relating to a taxable period that exemptions, allowances or deductions that are calculated begins before and ends after the Closing Date will be taken into account as though the relevant taxable period ended on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basisClosing Date. (iiic) Parent, the Surviving Corporation and the Stockholder Representative will cooperate fully, as and to the extent reasonably requested by the other parties, in connection with the filing of all Tax Returns of the Surviving Corporation and its Subsidiaries and any audit, litigation or other proceeding with respect to Taxes of the Surviving Corporation and its Subsidiaries. Such cooperation will include the retention and (upon the other parties’ request) the provision of records and information that are reasonably relevant to any such audit, Tax Return or other action, claim, suit or proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Parent and the Surviving Corporation agree to (i) retain all books and records with respect to Tax matters pertinent to the Surviving Corporation and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the relevant taxable periods (and any extensions thereof), and to abide by all record retention agreements entered into with any Governmental Entity or other taxing authority and (ii) give the Stockholder Representative written notice prior to transferring, destroying or discarding any such books and records and, if the Stockholder Representative so reasonably requests, the Surviving Corporation and Parent will allow the Stockholder Representative to take possession of such books and records. (d) Except as specifically provided in connection with an audit resolved pursuant to Section 6.8(b4.7(e) (including consistent correlative adjustments for non-audited taxable periods), neither Parent or the Surviving CorporationParent, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile nor any Affiliate thereof may amend a Tax Return of the Surviving Corporation or otherwise modify its Subsidiaries or file or amend any Tax Return relating election of the Surviving Corporation or any the other member of the Company Group, in whole or in part each case, for a taxable period beginning prior to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable LawDate, without the prior written consent of the Stockholder Representative, not to be unreasonably withheld, delayed or conditioned. Parent will, upon request by the Stockholder Representative, cooperate in the preparation of and submission to the proper Governmental Entity or other taxing authority of any such amended Tax Return of the Surviving Corporation and/or any of its Subsidiaries which is required to cause such Tax Return to be consistent with adjustments to the Tax Returns of the Surviving Corporation and its Subsidiaries for any other taxable period arising out of an audit resolved pursuant to Section 4.7(e), or to give effect to an allowable loss carryback or carryover from a taxable period of the Surviving Corporation or its Subsidiaries ending on or before the Closing Date. (e) If any of the Surviving Corporation, any of its Subsidiaries, any of the Company Stockholders or Parent receives any notice of a pending or threatened Tax audit, assessment, or adjustment relating to the Surviving Corporation, any of its Subsidiaries or a Company Stockholder with respect to the Surviving Corporation or any of its Subsidiaries that relates to any taxable period ending before or including the Closing Date and that may give rise to liability of another party, e.g. under Section 6.3, such Company Stockholder, the Surviving Corporation or Parent, as applicable, will promptly notify the Stockholder Representative, the Surviving Corporation and Parent within ten (10) Business Days of the receipt of such notice. The parties each agree to consult with and to keep the other parties informed on a regular basis regarding the status of any such Tax audit or proceeding to the extent that such audit or proceeding could affect a liability of such other parties (including indemnity obligations hereunder). The Stockholder Representative will have the right to represent the Surviving Corporation’s interests in any Tax audit or administrative or judicial proceeding and to employ counsel of the Stockholder Representative’s choice, but reasonably satisfactory to Parent, at the Company Stockholders’ expense, but only to the extent such audit or other proceeding pertains to taxable periods ending on or before the Closing Date and to which the Company Stockholders have indemnification obligations under Section 6.3 of this Agreement, and provided that the Stockholder Representative will not agree to any settlement, payment or compromise with respect to any such audit or proceeding without prior written consent shall of Parent, not to be unreasonably withheld or delayed (provided that it shall delayed. Parent will have the right to participate in such proceeding at its own expense, and will be entitled to control the disposition of any issue involved in such proceeding which does not be considered unreasonable for affect a potential liability of the Company Stockholders. Parent and the Stockholder Representative will be entitled to withhold consent if such filingrepresent their own interests in light of their responsibilities (including indemnity obligations) for the related Taxes, amendmentat their own expense, refiling, in any audit or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 administrative or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) judicial proceedings involving a taxable period that includes but does not end on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax PeriodDate.

Tax Returns. (i) The Company Parent shall have the exclusive right to prepare and timely file, or cause to be prepared or timely filed, all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) on or before the Closing Dateprepared, and shall pay, to file or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of the Company Group for any periods ending on or prior and its Subsidiaries required to the Closing Date that are be filed after the Closing Date Date. The parties acknowledge and all Tax Returns agree that the Company has prepared its Federal income tax return for the fiscal year ended September 30, 2010 and that the assumptions and positions taken by the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis were taken in the ordinary course and consistent with the most recent Tax Returns of Company’s historic practices. Upon the applicable member of the Company Group. Not later than thirty (30) days prior to the due date for filing of such Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith to resolve any differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes execution of this Agreement, the portion Company will provide Parent with the total costs incurred by the Company in connection with the preparation of Taxes the Company’s 2010 income tax return (the “Company’s 2010 Tax Return Preparation Expenses”). Accordingly, if Parent requires that the Company’s 2010 tax return be revised to change a tax position contained in the draft tax return and such change results in an increase of taxes payable for by the Principal Shareholders, then any Straddle Period allocable to incremental costs incurred by Parent in excess of the Pre-Closing Company’s 2010 Tax Period will be Return Preparation Expenses (ithe “Incremental Tax Preparation Expenses”) in connection with the case preparation and filing by Parent of Property Taxesany such Federal income Tax Return shall not be a Company Third Party Expense. With respect to any incremental increase in taxes (net of tax savings) solely as a result of Parent’s completion pursuant to this Section 6.25 of any Federal income Tax Return that was begun by the Company, deemed to be the incremental amount of such Taxes for the entire Straddle Period multiplied by a fractiontax increase (such incremental amount of such tax increase, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing “Incremental Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (iiIncrease Amount”) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld included in the calculation of the Working Capital Balance to the extent that such Incremental Tax Increase Amount is attributable solely to the fact that Parent took a position on any item of such Tax Return that is materially different from the position (if any) taken by the Company on such item; provided that, for purposes of clarification, any such increases in taxes resulting from Parent correcting any information on such Tax Returns and attributable to false or delayed (inaccurate information provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refilingby, or otherwise modification could be expected to result in liability attributable to the acts or omissions of, the Company Equityholders pursuant to this Agreement). Neither Parent nor or any of its Affiliates Subsidiary or their respective representatives shall make an election under Section 338 or 336 be included in the calculation of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax PeriodWorking Capital Balance.

Tax Returns. (i) The Company Sellers shall, to the extent permitted by law and consistent with prior year practice, include Bank and the Subsidiaries in the consolidated federal income Tax Returns and in any combined, consolidated or unitary state or local income Tax Returns filed by Sellers for all tax periods or portions thereof ending on or prior to the Closing Date. To the extent such tax returns relate to Bank and the Subsidiaries, Sellers shall submit copies of such Tax Returns to Buyer (at least 30 days prior to the extended due date) for its review. Sellers shall prepare and timely file, or cause to be prepared or timely filed, all file such Tax Returns to the extent that they relate to Bank and the Subsidiaries on a basis consistent with the returns filed by or on behalf of Sellers for the preceding tax period. (ii) Sellers shall prepare, submit copies to Buyer (at least 30 days prior to the extended due date) for its review, and thereafter file all state, county, local and foreign Tax Returns (other than those referred to in respect of any member of the Company Group that are Section 8.3(f)(i) required to be filed (taking into account any extension) on or before by Bank and the Subsidiaries after the Closing Date, and shall pay, or cause to be paid, Date for all Taxes of the Company Group due tax periods ending on or before the Closing Date. Such Tax Returns shall be prepared by treating items on All such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of the Company Group for any periods ending on or prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns returns shall be prepared on a basis consistent with the most recent Tax Returns returns filed by or on behalf of the applicable member of the Company Group. Not later than thirty (30) days prior to the due date Sellers for filing of such Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith to resolve any differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basistax period. (iii) Except Buyer shall, or shall cause Bank and the Bank Subsidiaries, to prepare and file all state, county, local and foreign Tax Returns required to be filed by Bank and the Bank Subsidiaries after the Closing Date for all tax periods ending after the Closing Date. To the extent that Sellers are responsible for any Taxes in such Tax Returns as specifically provided set forth in this Section 6.8(b)8.3, neither Parent Buyer shall furnish copies of such returns to Sellers for its review at least 30 days prior to the extended due date. (iv) Sellers shall pay (or reimburse Bank or the Surviving Corporation, nor any of their Affiliates Bank Subsidiaries for paying) and Buyer shall pay (or after reimburse Seller for paying) the Closing, shall cause or permit Taxes reportable on the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating Returns referred to in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this AgreementSections 8.3(f)(i). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or and (iii) make or change any Tax election of to the Company that has retroactive effect to a Pre-Closing Tax Periodextent provided in Section 8.3.

Tax Returns. (i) The Company shall prepare and timely file, Each Acquired Party (or cause the applicable Affiliate of Seller Parent with respect to be prepared or timely filed, all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extensionAcquired Party) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of required to be filed by it (or with respect to the Company Group for any periods ending Acquired Parties) that are due on or prior to before the Closing Date (taking into account any extensions), and shall timely pay all Taxes that are due and payable on or before the Closing Date (taking into account any extensions). Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law). (ii) Landcadia shall prepare and timely file, or cause to be prepared and timely filed, all non-income Tax Returns required to be filed by or with respect to any Acquired Party after the Closing Date with respect to a Pre-Closing Tax Period, including any Straddle Period. (iii) Seller Parent or its applicable Affiliate shall prepare and timely file, or cause to be prepared and timely filed, all income Tax Returns for required to be filed by or with respect to any Acquired Party after the Company Group for Closing Date with respect to a Pre-Closing Tax Period ending on or before the Closing Date and shall timely pay, or cause to be timely paid, all income Taxes that are due and payable by or with respect to any Straddle Acquired Party after the Closing Date with respect to Pre-Closing Tax Periods. Such Seller Parent shall provide Landcadia with a draft of any such income Tax Returns shall be prepared Return (but solely with respect to any consolidated or similar income Tax Return of Seller Parent or FEI that includes any Acquired Party, a pro forma income Tax Return for such Acquired Party on a standalone basis consistent with the most recent that will be included in Seller Parent’s or FEI’s consolidated or similar income Tax Returns of the applicable member of the Company Group. Not later Return) no less than thirty (30) 30 days prior to the due date for filing such income Tax Return, and Landcadia shall provide Seller Parent or FEI with its comments (if any) to such draft income Tax Return within 15 days of receipt of such draft income Tax ReturnsReturn, Parent which comments shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together be taken into account in good faith faith, and no such income Tax Return shall be filed without the written consent of Landcadia, which consent may not be unreasonably withheld, conditioned or delayed. Seller Parent and Landcadia agree to resolve any differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company disagreement with respect to any Pre-Closing such draft income Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result Return in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Periodgood faith.

Tax Returns. (i) The Company Seller shall prepare and timely file, or cause to be prepared or timely filed, all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, file or cause to be filed all Tax Returns required to be filed by or with respect to the Acquired Entities, the Business and the Purchased Assets for each member of the Company Group for any all taxable periods ending that end on or prior to before the Closing Date that are filed after the (“Pre-Closing Date and all Tax Returns for the Company Group for any Straddle PeriodsReturns”). Such Unless otherwise required by applicable Law, Pre-Closing Tax Returns shall be prepared on a basis consistent with past practices of the most recent Acquired Entities and the Business. If any Pre-Closing Tax Return (i) relates to income (or similar) Taxes of any Acquired Entity or (ii) could reasonably be expected to have an adverse effect on or increase the Tax Liability of Parent, Buyer or any of their respective Affiliates (including the Acquired Entities) in a Post-Closing Tax Period, Seller shall cause each such Pre-Closing Tax Return to be delivered to Parent for its review and comment at least twenty (20) days prior to the due date for such Tax Return (taking into account any applicable extensions of time to file). Seller shall make such revisions to such Tax Returns as may be reasonably requested by Parent. Parent shall prepare or cause to be prepared and file or cause to be filed all Tax Returns required to be filed by or with respect to the Acquired Entities, the Business and the Purchased Assets for any taxable period that includes (but does not end on) the Closing Date (“Straddle Period Tax Returns”). Unless otherwise required by applicable Law, such Straddle Period Tax Returns shall be prepared on a basis consistent with past practices of the Acquired Entities and the Business. Parent shall cause each Straddle Period Tax Return that relates to income (or similar) Taxes of any Acquired Entity to be delivered to Seller for their review and comment at least twenty (20) days prior to the due date for such Tax Return (taking into account any applicable member extensions of time to file). Parent shall make such revisions to such Straddle Period Tax Returns as may be reasonably requested by Seller to the Company Groupextent such revisions relate to Taxes attributable to the Pre-Closing Tax Period (as determined pursuant to Section 6.6(c)). Not No later than thirty five (305) days prior to the due date for filing any Straddle Period Tax Return, Seller shall pay to Parent the amount of Taxes payable with respect to such Straddle Period Tax ReturnsReturn for which Seller has an indemnification obligation pursuant to Section 6.6(a). Seller shall be entitled to all Tax refunds received by the Acquired Entities (net of any costs associated therewith) with respect to Pre-Closing Tax Periods, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith to resolve any differences and except to the extent such differences have not been resolved, refund arises as the principles result of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes a carryback of this Agreement, the a loss or other tax benefit from a period (or portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (ithereof) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on beginning after the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Period.

Tax Returns. (i) The Company If requested by the Offeror, the Holdco Shareholder shall prepare and timely file, or cause to be prepared or timely filed, all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, at the Offeror’s expense, on a timely basis all returns, reports, declarations, elections, notices, filings, information returns and statements (collectively, the “Tax Returns”), in respect of any taxes, governmental charges or assessments for the Holdco for any period which ends on or before the Expiry Time (including any filings as a result of any deemed year end and for which Tax Returns for each member have not been filed as of the Company Group for any periods ending on or prior such date). The Holdco Shareholder shall provide to the Closing Date that are filed after the Closing Date and all Offeror within 30 days of being requested to prepare such Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than thirty (30) days prior to the due date for filing of such Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties Offeror shall work together in good faith reserve the right, acting reasonably, to resolve any differences and to the extent approve all such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to form and substance. If the Offeror does not request the Holdco Shareholder to prepare and file Tax Returns for any period which ends on or before the Expiry Time, the Offeror shall prepare and provide to the preceding sentence and shall Holdco Shareholder drafts of such Tax Returns 30 days prior to the date on which the Offeror intends to file such Tax Returns consistent therewithin order to provide the right for the Holdco Shareholder to approve, acting reasonably, all such Tax Returns prepared by the Offeror. For purposes On or before the expiry of this Agreement30 days following the Expiry Time, the portion of Taxes payable for any Straddle Period allocable Holdco Shareholder shall provide to the PreOfferor the books and records of the Holdco which fairly and correctly set out and disclose in all respects, in accordance with generally accepted accounting principles in Canada consistently applied, the financial position of the Holdco as of the Expiry Time and all financial transactions relating to the Holdco. The Holdco Shareholder and Offeror shall co-Closing Tax Period will operate fully with each other and make available to each other in a timely fashion such data and other information as may be (i) in the case of Property Taxes, deemed to be the amount of such Taxes required for the entire Straddle Period multiplied by a fraction, the numerator preparation of which is the number of calendar days of such Straddle Period in the Pre-Closing any Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year Return of the Company terminated at Holdco for a period ending on, prior to or including the close of business on the Closing DateExpiry Time. Parent, except that exemptions, allowances Bidco or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (not change or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any take a position contrary to a position taken in a Tax Return relating for the period up to and including the Expiry Time or amend any election entered into by the Holdco in whole or in part respect of its acquisition of the Subject Shares. The Holdco Shareholder shall acknowledge that the Offeror may cause the Holdco to elect for subsection 256(9) of the Income Tax Act (Canada) and the equivalent provision of any applicable provincial legislation not to apply to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax PeriodHoldco.

Tax Returns. (i) The Company TEI Med shall prepare and timely file, or cause to be prepared or and timely filed, all Tax Returns in respect of any member of the Company Group TEI Med that are required to be filed (taking into account any extension) on or before the Closing Date, and TEI Med shall pay, or cause to be paid, all Taxes of the Company Group TEI Med due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on At least ten (10) Business Days prior to the due date (taking into account any extension) for the filing of any such Tax Returns in Return that is an income Tax Return, TEI Med shall deliver a manner consistent with past practices copy of such memberTax Return to Parent for Parent’s review, except as required by applicable lawand TEI Med shall consider in good faith any reasonable comment that Parent submits to TEI Med no less than five (5) Business Days prior to the due date of such Tax Return. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member in respect of the Company Group for any periods TEI Med that relate to Tax Periods ending on or prior to before the Closing Date but that are required to be filed after the Closing Date Date, and the Securityholders shall indemnify Parent (in accordance with ARTICLE 11) for all Taxes due with respect to such Tax Returns for the Company Group for any Straddle PeriodsReturns. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than thirty At least twenty (3020) days Business Days prior to the due date (taking into account any extension) for the filing of any such income Tax Return, and at least ten (10) Business Days prior to the due date (taking into account any extension) for the filing of any other such Tax Return, Parent shall deliver a copy of such Tax ReturnsReturn to the SH Rep for the SH Rep’s review. Parent shall consider in good faith any reasonable comment that the SH Rep submits to Parent no less than five (5) Business Days prior to the due date of such Tax Return. (iii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns in respect of TEI Med that are required to be filed for a Straddle Period. At least ten (10) Business Days prior to the due date (taking into account any extension) for the filing of any such Tax Return, Parent shall provide the Stockholder Representative with drafts deliver a copy of such Tax ReturnsReturn to the SH Rep for the SH Rep’s review. The parties Parent shall work together consider in good faith to resolve any differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable reasonable comment relating to the Pre-Closing Tax Period that the SH Rep submits to Parent no less than five (5) Business Days prior to the due date of such Tax Return. (iv) With respect to Taxes of TEI Med relating to a Straddle Period, the Securityholders shall indemnify Parent (in accordance with ARTICLE 11) for the amount of such Taxes allocable to the portion of the Straddle Period that is deemed to end on the Closing Date. The amount of Taxes relating to a Straddle Period that is allocable to the portion of the Straddle Period that is deemed to end on the Closing Date will be be: (iA) in the case of Property Taxesproperty Taxes and other Taxes imposed on a periodic basis, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of such the Straddle Period in ending on the Pre-Closing Tax Period Date and the denominator of which is the number of calendar days in the entire Straddle Period Period, and (iiB) in the case of all other TaxesTaxes (other than Taxes covered by Section 3.7), determined as though the taxable year based on an interim closing of the Company terminated at books as of the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as . For purposes of computing the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part Taxes attributable to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent two portions of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders Straddle Period pursuant to this AgreementSection 12.4(a)(iv). Neither Parent nor , the amount of any item that is taken into account only once for each Tax Period (e.g., the benefit of its Affiliates graduated Tax rates, exemption amounts) shall make an election under Section 338 or 336 be allocated between the two portions of the Code Straddle Period in proportion to the number of days in each portion. Any transactions that occur on the Closing Date but after the Closing and that are not incurred in the ordinary course of business of TEI Med (or similar provisions of state, local or foreign law) with respect to other than the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates ) shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect be considered allocable to the Company for any Prea Post-Closing Tax Period. (v) All Tax Returns described in this Section 12.4(a), (ii) on to the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect extent relating to a Pre-Closing Tax Period, shall be prepared in accordance with past custom and practice of TEI Med in preparing its Tax Returns, except to the extent otherwise required by applicable Law.

Tax Returns. Sellers shall be responsible for (i) The Company shall prepare preparing and timely filefiling all Consolidated or Combined Returns that are due after the Closing (taking into account valid extensions) and (ii) preparing all Income Tax Returns of CST and its U.S. Subsidiaries that are due after the Closing (taking into account valid extensions) and relate to taxable periods ending on or before the Closing Date. Such Income Tax Returns, and the portions of any Consolidated or Combined Returns involving a Company or any Transferred Subsidiary and that relate to any taxable period (or portion thereof) ending on or before the Closing Date, shall be prepared in accordance with past practice except as required by applicable Tax Law. At least fifteen (15) days prior to the due date for any such Income Tax Return or for any such Consolidated or Combined Return that includes a Company or a Transferred Subsidiary, Sellers shall deliver (or cause to be prepared delivered) a draft copy of each such Return (or, in the case of a Consolidated or Combined Return, a pro forma return limited to the Company or Transferred Subsidiaries that are included in such Consolidated or Combined Return) to Buyer for Buyer’s review and comment. Any such Tax Return (or, in the case of a Consolidated or Combined Return, the pro forma return) shall be subject to Buyer’s approval (such approval not to be unreasonably withheld, conditioned or delayed). Buyer shall cause the Companies and Transferred Companies to timely filedfile any such Income Tax Returns timely provided by Sellers that relate to taxable periods ending on or before the Closing Date. Buyer shall be responsible for preparing and timely filing all other Tax Returns of the Companies and the Transferred Subsidiaries that are due after the Closing (taking into account valid extensions) and relate to any taxable period (or portion thereof) ending on or before the Closing Date, including, for the avoidance of doubt, all Income Tax Returns in respect of any member of the Company Group that are European Companies and of the non-U.S. Subsidiaries of CST, but excluding, in any case, any Consolidated or Combined Returns. Such Tax Returns shall be prepared in accordance with past practice except as required by applicable Tax Law and shall be prepared (w) in the case of Kavlico GmbH, by PwC, (x) in the case of Crydom SSR, by BDO, (y) in the case of BEI France, by Lexcase and (z) in the case of CST’s Mexican Subsidiaries, by Ernst & Young. At least fifteen (15) days prior to be filed the due date for any such Tax Return (taking into account any extensionvalid extensions), Buyer shall deliver (or cause to be delivered) a draft copy of each such Tax Return that is an Income Tax Return or is otherwise a material Tax Return to Sellers for Sellers’ review, comment and approval (not to be unreasonably withheld, conditioned or delayed). Except as required by applicable Tax Law, Buyer and the Companies shall accept any comments to such Tax Returns that are reasonably requested by Sellers in writing at least five (5) days prior to filing such Tax Returns; provided that nothing in this Agreement shall prohibit Buyer, the Companies or the Transferred Subsidiaries from timely filing any Tax Return as prepared by Buyer (it being understood that if Buyer and Sellers are unable to resolve any dispute regarding the preparation of any such Tax Return, such Tax Return shall be timely filed as prepared by Buyer, subject to later amendment to reflect the final resolution of any dispute with respect thereto). Except as required by a final determination resulting from a Tax audit or other proceeding, without Sellers’ prior written consent (not to be unreasonably withheld, conditioned or delayed), Buyer shall not, and shall not permit any of its Affiliates (including, after the Closing, the Companies and the Transferred Subsidiaries) to, amend any Income Tax Returns or other Tax Returns of the Company Group or make or change any Income Tax Return or other Tax election or accounting methods of the Company Group, in each case if such action is (i) with respect to any taxable period (or portion thereof) ending on or before the Closing Date, and shall pay, (ii) reasonably expected to result in (x) an indemnity obligation of Sellers with respect to Taxes under this Agreement or cause to be paid, all (y) an increase in Income Taxes of the Company Group due on Sellers or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each any member of the Company Group for any periods ending on or prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Seller Group. Not later than thirty (30) days prior to the due date for filing of such Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together hereto agree to elect out of the installment sale method for all applicable Tax purposes with respect to any gain realized in good faith to resolve any differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to connection with the Pre-Closing Tax Period will be Restructuring (i) including in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part relation to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this AgreementExtraction Notes). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Period.

Tax Returns. (i) The Company Seller shall prepare and timely file, or cause to be prepared and file or timely filed, all cause to be filed (i) the final U.S. federal income and state income Tax Returns in respect of any member of the Company Group that are Frontier (and related Schedules K-1) required to be filed (taking into account any extension) for the Tax period ending on or before the Closing Date, (ii) the U.S. federal income and shall paystate income Tax Returns of Frontier (and related Schedules K-1) for the Tax period ending on December 31, 2016, and (iii) any Tax Returns (other than the Tax Returns described in clause (i) or cause (ii) above) of Frontier for income, franchise and similar Taxes that are imposed on a “flow-through” basis and required to be paid, all Taxes of filed after the Company Group due Closing Date for taxable periods ending on or before prior to the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner basis consistent with past practices of such member, practice except as to the extent otherwise required by applicable law. Reasonably in advance of the due date for filing of any such Tax Return, Seller shall deliver a draft of such Tax Return, together with all supporting documentation and workpapers, to Buyer for its review and reasonable comment. Buyer will cause such Tax Return (as revised to incorporate Buyer’s reasonable comments) to be timely filed and will provide a copy thereof to Seller. (ii) Parent Seller shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns (other than the Tax Returns set forth in Section 12(b)(i)) of Frontier required to be filed after the Closing Date for each member of the Company Group for any all Tax periods ending on or prior to the Closing Date that are Date. Such Tax Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable law. Reasonably in advance of the due date for filing any such Tax Return, Seller shall deliver a draft of such Tax Return, together with all supporting documentation and workpapers, to Buyer for its review and reasonable comment. Buyer will cause such Tax Return (as revised to incorporate Buyer’s reasonable comments) to be timely filed after the Closing Date and will provide a copy thereof to Seller. (iii) Buyer shall prepare or cause to be prepared all Tax Returns of Frontier for the Company Group for any all Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with past practice except to the most recent Tax Returns extent otherwise required by applicable law. Reasonably in advance of the applicable member of the Company Group. Not later than thirty (30) days prior to the due date for filing any such Tax Return, Buyer shall deliver a draft of such Tax ReturnsReturn, Parent shall provide the Stockholder Representative together with drafts of all supporting documentation and workpapers, to Seller for its review and reasonable comment. Buyer will cause such Tax Returns. The parties shall work together in good faith Return (as revised to resolve any differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (iincorporate Seller’s reasonable comments) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by timely filed and will provide a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basiscopy thereof to Seller. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Period.

Tax Returns. (i) The Buyers shall cause each Transferred Company shall and its Subsidiaries to prepare and timely file, or cause to be prepared or timely filed, file all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of the Company Group for any periods ending on or prior to the Closing Date that are filed after the Closing Date and all (the “Buyer Prepared Returns”). To the extent that a Buyer Prepared Return relates solely to a Pre-Closing Tax Returns for the Company Group for Period or includes any pre-Closing portion of a Straddle Periods. Such Period, such Tax Returns Return shall be prepared on a basis consistent with the most recent existing procedures and practices unless otherwise required by applicable Law. Each Buyer Prepared Return that is an income Tax Return or that shows an Indemnified Tax (other than Tax Returns of relating to payroll or other employment Taxes) shall be submitted to the applicable member of Sellers for the Company Group. Not later than thirty (30) Sellers’ review and comment at least 15 days prior to the due date for filing of the Tax Return if such Tax Returns, Parent shall provide Return is an income Tax Return and a reasonable amount of time prior to the Stockholder Representative with drafts of filing deadline if such Tax ReturnsReturn is not an income Tax Return. The parties Buyers shall work together consider in good faith any reasonable comments made by the Sellers. No failure or delay of Buyers in providing Buyer Prepared Returns for the Sellers to resolve any differences and review shall reduce or otherwise affect the obligations or liabilities of the Sellers pursuant to this Agreement, except to the extent they are actually prejudiced by such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and failure or delay. (ii) in The parties agree that all indemnification payments under this Agreement shall be treated as adjustments to the case of Purchase Price for all other Taxesrelevant Tax purposes. Unless otherwise required by Law, determined as though the taxable year none of the Sellers or Buyers shall take any position (and Buyers shall not allow any Transferred Company terminated at or its Subsidiaries to take any position) during the close course of business on the Closing Date, except that exemptions, allowances any audit or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company other Proceeding with respect to any Pre-Closing Taxes or Tax Period, except as required by Returns (whether or not a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided Tax Contest) that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program is inconsistent with any Taxing Authority with respect to the Company election, position or agreement provided for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Periodin Section 6.4(a)(ii).

Tax Returns. (a) The Sellers are responsible for preparing, at their expense, the state and federal income Tax Returns with respect to the Company for all periods ending on or prior to the Closing Date including, without limitation, the period from January 1, 2007 through the Closing Date (the “Short Tax Period”). The Sellers are responsible for and covenant and agree to pay all Taxes shown as due by the Company on such Tax Returns, except to the extent that such Tax is both (i) The Company reflected in a reserve for Tax liability (rather than any reserve established to reflect timing differences between book and Tax income) set forth on the face of the Closing Date Balance Sheet and (ii) taken into account in the calculation of Working Capital. Any such payment due to the Sellers shall prepare and timely file, or cause to be prepared or timely filed, made within thirty (30) days of the date on which all Tax Returns in respect of any member of reflecting Taxes allocable to the Company Group that are required to be filed (taking into account any extension) on or period before the Closing Date, and Date have been filed. The Sellers shall pay, or cause to be paid, pay all Taxes of due by the Company Group due on or before Sellers arising from income and/or gain allocated to the Closing Date. Such Tax Returns shall be prepared by treating items Sellers on such Tax Returns. The Sellers shall prepare such Tax Returns in accordance with the Company’s most recent Tax practices as to elections and accounting methods. To the extent permitted by applicable law, the Sellers shall include any income, gain, loss, deduction or other tax items for the Short Tax Period in a manner consistent with past practices the Schedule K-1s prepared by the Sellers for such periods. The Sellers will deliver to the Buyer, within sixty (60) days after the finalization of the Closing Date, Balance Sheet and Purchase Price Statement pursuant to Section 2.3, a copy of such memberTax Returns for the Short Tax Period. The Sellers shall permit the Buyer to review and comment on each such Tax Return described in the first sentence of this Section 9.1(a) prior to the filing of such Tax Returns and shall make such revisions to such Tax Returns as are reasonably requested by the Buyer. Whenever any taxing authority sends a notice of an audit, except as required by applicable lawinitiates an examination of the Company or otherwise asserts a claim, makes an assessment or disputes the Taxes for any year ending on or before December 31, 2006 or for the Short Tax Period, the Buyer shall promptly inform the Sellers thereof. (iib) Parent The Buyer shall prepare and timely file, or file any Tax Return of the Company required to be filed for any Tax period beginning after the Closing Date. (c) The Buyer shall cause to be prepared and timely filed, filed all Tax Returns for each member (“Straddle Returns”) on behalf of the Company Group for any all taxable periods beginning before the Closing Date but ending after the Closing Date (a “Straddle Period”), and all Tax Returns (other than state and federal income Tax Returns) with respect to the Company for all taxable periods ending on or prior to the Closing Date that are filed due after the Closing Date Date. The Buyer shall permit the Sellers to review and all comment on each such Tax Return and shall make such revisions to such Tax Returns as are reasonably requested by the Sellers; provided, however, that the Sellers’ comments for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than thirty (30) days prior limited to comments which affect Taxes that are allocable to the due date for filing of such Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax ReturnsSellers. The parties Sellers shall work together in good faith be liable for the payment of all Taxes for a Straddle Period which are attributable to resolve any differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any the Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business ending on the Closing Date, except to the extent that exemptions, allowances or deductions that such Taxes are calculated both (i) reflected in a reserve for Tax liability (rather than any reserve established to reflect timing differences between book and Tax income) set forth on an annual basis, such as the deduction for depreciation, face of the Closing Date Balance Sheet and (ii) taken into account in the calculation of Working Capital. The Buyer shall be apportioned on liable for the payment of all Taxes for a time basisStraddle Period which are attributable to the portion of the Straddle Period beginning after the Closing Date. (iiid) Except as specifically provided in Section 6.8(b), neither Parent The Sellers will not file or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify to be filed any amended Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the written prior written consent of the Stockholder RepresentativeBuyer, which consent shall not be unreasonably withheld or delayed (provided that it delayed. The Buyer will not file or cause to be filed any amended Tax Return covering any period or adjusting any Taxes for a period which includes any period prior to the Closing Date without the prior written consent of the Sellers, which consent shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, unreasonably withheld or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Perioddelayed.

Tax Returns. (i) The Company After the Closing, Holdco shall prepare and timely filecause each of the Acquired Companies to consent to join, or cause to be prepared or timely filed, for all Tax Returns in respect of any member periods of the Company Group that are required to be filed (taking into account any extension) Acquired Companies ending on or before the Closing DateDate for which the Acquired Companies are eligible to do so, and in any consolidated or combined federal, state or local Tax returns of ConAgra. ConAgra shall pay, or cause to be paidprepared and timely filed any and all consolidated or combined federal, state or local Tax returns as well as any separate federal, state, local or foreign Tax returns for the Acquired Companies for all Taxes of the Company Group due Tax periods ending on or before the Closing Date. Such Tax Returns Date and shall be prepared by treating items responsible for the timely payment of all Taxes shown due except (i) if such Taxes are a liability of any Processing Company, to the extent accrued as a Liability on such Tax Returns the Final Processing Closing Balance Sheet (and taken into account in a manner consistent with past practices of such member, except as required by applicable law. calculating the Aggregate Consideration) or (ii) Parent if such Taxes are a Liability of Cattleco, to the extent accrued as a Liability on the Final Cattleco Closing Balance Sheet (and taken into account in determining the Cattleco Stockholder Net Investment), as the case may be. Holdco shall prepare and timely file, or cause to be prepared and timely filed, filed any and all Tax Returns returns of (i) the Acquiring Companies for each member of all Tax Periods and (ii) the Company Group Acquired Companies for any Tax periods ending on or prior to the Closing Date that are filed beginning after the Closing Date and all Date. Holdco shall provide ConAgra informational drafts of the Income Tax Returns for the Company Group for Acquiring Companies that include the Closing Date or any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns portion of the applicable member of the Company Group. Not later than Pre-Closing Period at least thirty (30) days prior to the before any such return's due date for filing with the appropriate Governmental Authority. The parties agree that for federal (and applicable state) Income Tax purposes the transactions described in Sections 2.2.3 through 2.2.8 of such this Agreement will be treated as occurring at the beginning of the day following the Closing Date as provided in Treas. Reg. ss. 1.1502-76(b)(2)(ii)(B) and analogous state law. Holdco agrees that it and its Affiliates shall report, and take all actions consistent with the Tax Returnsreporting of, Parent the Acquiring Companies as never having been members of ConAgra's Group for any Tax purposes (or any unitary, combined or consolidated group of ConAgra), provided that ConAgra and its Subsidiaries shall provide be in compliance with their obligations under Section 9.1.1(n). The parties agree to cooperate with each other and each other's Affiliates in the Stockholder Representative with drafts preparation of such Tax Returnsreturns pertaining to the Acquiring Companies and the Acquired Companies. The parties shall work together in good faith be entitled to resolve any differences utilize the services of the other party's personnel who would have been responsible for preparing such returns as they relate to the Acquiring Companies and the Acquired Companies, without charge to the extent such differences have not been resolved, reasonably necessary in preparing said returns on a timely basis. The parties shall also provide each other with full access to applicable and reasonably relevant records to enable the principles timely preparation and filing of Section 2.9 said returns. ConAgra shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of pay on a timely basis all Taxes payable for any Straddle Period allocable in respect to the Pre-Closing Tax Period will be shown as due on the returns it is responsible to prepare under this Section 13.3.1 except (i) in the case of Property Taxes, deemed to be the amount of if such Taxes for are a Liability of any Processing Company, to the entire Straddle Period multiplied by extent accrued as a fraction, Liability on the numerator of which is Final Processing Closing Balance Sheet (and taken into account in calculating the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and Aggregate Consideration) or (ii) if such Taxes are a Liability of Cattleco, to the extent accrued as a Liability on the Final Cattleco Closing Balance Sheet (and taken into account in determining the Cattleco Stockholder Net Investment), as the case of may be. Holdco shall pay or cause to be paid on a timely basis all Taxes shown as due on the returns it is responsible to prepare under this Section 13.3. 1. The parties shall make available to each other Taxeswithout charge, determined as though the taxable year copies of the Company terminated at portions of such returns relating to the close of business on Acquiring Companies and the Acquired Companies for Taxable years ending before or including the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as . The parties' obligations to pay Taxes under this Section 13.3.1 shall not affect their rights to indemnification for Taxes under other provisions of this Article 13; it is the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent intention of the Stockholder Representative, which consent parties hereto that in no event shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable a party pay more than once under different provisions of this Agreement for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing same Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax PeriodLiability.

Tax Returns. (i) The Company Sellers shall prepare and timely file, file (or cause to be prepared or timely and filed, ) all Tax Returns in respect of any member of with the appropriate Governmental Authorities relating to the Company Group that are required to be filed and/or the Acquired Companies for all Pre-Closing Tax Periods (taking into account any extensionother than a Pre-Closing Tax Period included in a Straddle Period) on or before the Closing Date, and shall pay, pay or cause to be paid, paid all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on with respect to such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent Returns. The Purchaser shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of required to be filed by the Company Group and/or the Acquired Companies for any periods ending on or prior to the all Post-Closing Date that are filed after the Closing Date Tax Periods and all Tax Returns for Straddle Periods, and shall cause the Company Group for any Straddle Periods. Such Tax Returns and/or the Acquired Companies to pay or cause to be paid the Taxes shown to be due thereon; provided, however, Sellers shall pay or cause to be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than thirty (30) days prior to the due date for filing of such Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith to resolve any differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, paid the portion of any Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company due with respect to any such returns attributable to a Pre-Closing Tax Period, except as required calculated in accordance with Section 9.4(c). Sellers shall furnish to the Purchaser all information and records in their possession and reasonably requested by the Purchaser for use in preparation of any Tax Returns relating to a Taxing Authority Straddle Period. The Purchaser shall allow Sellers to review, comment upon and reasonably approve without undue delay any Straddle Period Tax Returns beginning at least forty-five (45) days before the filing of Straddle Period Tax Returns. To the extent that a Straddle Period could be eliminated for such period by the filing of separate Tax Returns by Purchaser, Sellers, the Company, or applicable Lawany Acquired Company, without the prior written consent of the Stockholder Representative, which consent such separate Tax Returns shall be filed. The Purchaser shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable entitled to file a Tax Return for the Stockholder Representative to withhold consent if such filing, amendment, refiling, Company or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Acquired Company for any Pre-Closing Tax Period, Period (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iiia Straddle Period) make or change in any jurisdiction in which the Sellers have not filed a Tax election of the Company that has retroactive effect to a Pre-Closing Tax PeriodReturn.

Tax Returns. (i) The Company Canadian Purchaser shall prepare and timely file, or cause to be prepared or timely filed, all Tax Returns in respect of any member of W▇▇▇▇ Canada for all Tax periods ending on or before the Company Group that Closing Date and which are required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of the Company Group for any periods ending on or prior to the Closing Date that are filed after the Closing Date (“Post-Closing Tax Returns”). The Sellers shall have the right to review any income tax returns to be filed for such periods prepared by Canadian Purchaser (“Post-Closing Income Tax Returns”) and all Canadian Purchaser shall provide the Sellers with such Post-Closing Income Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than at least thirty (30) days prior to the relevant filing due date for date. Post-Closing Income Tax Returns shall be prepared on a consistent basis with past practice, including the taking of any deductions, provided that such past practice and deductions are made in accordance with applicable Law. If an item is treated in a Post-Closing Income Tax Return in a manner which is not consistent with the previous filing position of W▇▇▇▇ Canada with respect to such item or if an item was not previously covered in a previous income tax return of W▇▇▇▇ Canada, the Sellers may notify Canadian Purchaser in writing within ten (10) Business Days after delivery of the Post-Closing Income Tax Returns to the Sellers of their disagreement with the treatment of such item in the Post-Closing Income Tax Returns, Parent shall provide Return together with a reasonably detailed description of the Stockholder Representative with drafts of such Tax Returnsobjection. The parties shall work together in Sellers and the Canadian Purchaser will use good faith efforts to resolve any differences and to such objections within three (3) business days after delivery of the extent such differences have not been resolvednotice of disagreement. Other than as provided in this Section 15.2, the principles of Section 2.9 shall apply thereto. Parent shall make Canadian Purchaser may file any changes to the Post-Closing Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewithprepared. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year None of the Company terminated at Canadian Purchaser or any affiliate of the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates Canadian Purchaser shall (or after the Closing, shall cause or permit the Surviving Corporation W▇▇▇▇ Canada to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any PrePost-Closing Tax Period, except as required by Returns in a Taxing Authority manner which causes the Sellers’ to be liable to indemnify Canadian Purchaser pursuant to Article XII or applicable Law, causes a reduction in the Final Canadian Net Working Capital without the prior written consent of the Stockholder RepresentativeSellers, which consent shall may not be unreasonably withheld withheld, delayed, or delayed (provided conditioned, unless such amendment, refilling or modification is required by law. The parties agree that it W▇▇▇▇ Canada shall not elect under subsection 256(9) of the ITA so that control of W▇▇▇▇ Canada shall be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) have been acquired on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax PeriodDate.

Tax Returns. (i) The Company Sellers shall prepare prepare, or cause to be prepared, all IR Federal and Consolidated Income Tax Returns in respect of the Sold Companies for all taxable periods. The Sellers shall timely file, or cause to be prepared or timely filed, all such IR Federal and Consolidated Income Tax Returns. For the avoidance of doubt, the Asset Sellers shall include the income derived from the Acquired Assets for the period ending on the Closing Date in their Income Tax Returns for the taxable period that includes the Closing Date (“Asset Sellers’ Tax Returns”). The Sellers shall timely pay to the relevant Taxing Authority all Taxes due in connection with any such IR Federal and Consolidated Income Tax Returns and Asset Sellers’ Tax Returns. Sellers agree to inform the Buyers of any position taken on any such IR Federal and Consolidated Income Tax Return with respect to the Sold Companies or the Acquired Assets that is contrary to past practice and that would have a material adverse impact on the Sold Companies or the Acquired Assets in a taxable period after the Closing Date. (ii) The Buyers shall prepare, or cause to be prepared, all other Tax Returns in respect of any member of the Company Group that are Sold Companies or the Acquired Assets required to be filed after the Closing Date (taking into account “Buyer Tax Returns”). Such Buyer Tax Returns shall be filed on the basis that the relevant taxable period ended as of the close of business on the Closing Date (unless the relevant Taxing Authority will not accept a Tax Return filed on that basis). In the case of any extension) on or before Buyer Tax Return that includes any period that begins prior to the Closing Date, and shall pay, or cause to be paid, all Taxes of including for any taxable year ending after the Company Group due on or Closing Date which begins before the Closing Date. Such Date (a “Straddle Period”), such Buyer Tax Returns Return shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as (unless it is otherwise required by applicable law. Law). The Buyers shall provide IR with a copy of a substantially final draft of each Straddle Period Buyer Tax Return (iiand such additional information regarding such Straddle Period Buyer Tax Return as may reasonably be requested by IR) Parent shall prepare for its review and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of the Company Group for any periods ending on or comment (A) at least 30 Days prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than thirty (30) days prior to the due date for filing of such Buyer Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith to resolve any differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be Return or (iB) in the case of Property Taxes, deemed a Buyer Tax Return that is required to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar filed within 30 days of the Closing Date, at least 10 days prior to the date such Straddle Period in the Pre-Closing Buyer Tax Period and the denominator of which Return is the number of calendar days in the entire Straddle Period and (ii) required to be filed; provided, that in the case of all other Taxes, determined as though the taxable year a Buyer Tax Return that is required to be filed within 10 days of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, the Buyers shall use their reasonable best efforts to afford the Sellers a reasonable opportunity to review such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Buyer Tax Return relating in whole or in part prior to filing such Buyer Tax Return. The Buyers shall timely pay to the Company relevant Taxing Authority all Taxes due in connection with any such Buyer Tax Returns. In advance of the filing of such Buyer Tax Returns, the Sellers shall pay to the Buyers their share of any such Taxes, determined in accordance with Section 5.6 (the “Sellers’ Tax Share”). If, and to the extent that, the Buyers and the Sellers fail to agree with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder RepresentativeSellers’ comments on a draft Straddle Period Tax Return, which consent such disagreement shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability submitted to the Company Equityholders pursuant to this AgreementCPA Firm for resolution as provided in Section 5.6(d). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or Buyers acknowledge that from and after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside Sellers may not have the power and authority to endorse certain of the ordinary course refund checks to which Buyers may be entitled and that may be received by the Sellers for the Tax periods prior to the Closing Date. Therefore, at Sellers’ request, Buyers shall execute a limited power of business other than an action explicitly contemplated attorney for the purpose of allowing the Sellers to endorse certain refund checks to which it may be entitled and which may be received by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax PeriodSellers.

Tax Returns. (i) The Company shall Sellers’ Representative will prepare and timely file, or cause to be prepared or timely filed, all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of the Company Group for any taxable periods ending on or prior to before the Closing Date that are (but not, for the avoidance of doubt, any Tax Returns of the Company relating to any taxable period ending after and including the Closing Date (a “Straddle Period”)), whether filed prior to or after the Closing Date Date, which includes for the avoidance of doubt includes the final S corporation federal, state and all local income and franchise Tax Returns of Company for the Company Group for any Straddle Periodstaxable period ending on the Closing Date. Such All such Tax Returns shall be prepared on a basis filed consistent with the most recent Tax Returns of the 338(h)(10) Election and with past practice, except as required by applicable member of the Company GroupLaw or as explicitly required by this Agreement. Not later than thirty Seller’s Representative shall submit all such returns to Buyer at least twenty (3020) days prior to the due date of the applicable return for filing of Buyer’s reasonable comment and approval. Sellers shall bear all Taxes shown as due on any such Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith to resolve any differences and returns except to the extent such differences have not been resolved, included in the principles computation of Section 2.9 Closing Working Capital. Buyer or the Company shall apply thereto. Parent shall make any changes to the prepare and file all Tax Returns as finally determined pursuant to (“Buyer Prepared Returns”) of the Company that are not being prepared and filed by the Sellers’ Representative in accordance with the preceding sentence and shall file such Tax Returns consistent therewithsentence. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in In the case of Property Taxes, deemed to be any Buyer Prepared Tax Return that could form the amount of such Taxes basis for an indemnity claim against the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Sellers under this Agreement or could affect their Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and liability (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on each an annual basis“Applicable Tax Return”, such as the deduction for depreciation, Applicable Tax Returns shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company filed consistent with respect to any Pre-Closing Tax Periodpast practice, except as require by Applicable Law or as explicitly required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor Buyer shall provide the Sellers’ Representative with a copy of any of its Affiliates shall such Applicable Tax Return for his review and approval at least thirty (or after the Closing, shall permit the Surviving Corporation to30) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect calendar days prior to the Company due date (taking into account applicable extensions) of such Applicable Tax Return. If Sellers’ Representative objects to any item on any such Applicable Tax Return, Sellers’ Representative shall, within ten days after delivery of such Applicable Tax Return, notify Buyer in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any Pre-Closing such objection. If a notice of objection shall be duly delivered, Buyer and Sellers’ Representative shall negotiate in good faith and use their reasonable commercial efforts to resolve such items. If Buyer and Sellers’ Representative are unable to resolve any disputed items before the due date for such Applicable Tax PeriodReturn (taking into account applicable extensions), the Applicable Tax Return shall be filed as prepared by the Buyer; provided that Sellers’ Representative and Buyer shall continue their good faith negotiations and the Applicable Tax Return so filed shall be amended (iiif necessary) to reflect the resolution ultimately agreed to by Sellers’ Representative and Buyer. Subject to Section 4.1(d), Buyer shall cause to be paid and discharged all Taxes shown due on any Buyer Prepared Returns before the same shall become delinquent and before penalties accrue thereon. The parties hereto agree that any income Tax deduction arising from the bonuses, unpaid Sale Bonuses, option cashouts, option payments, performance or phantom units, transaction expenses, banker and advisor fees, Unpaid Sellers’ Transaction Expense or other compensation payments made by the Company in connection with the sale of the Shares pursuant to this Agreement shall be allocable to the final federal and state S corporation income and franchise Tax Return of the Company ending on the Closing Date after and be for the Closing, take any action outside benefit of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of Sellers to the Company that has retroactive effect to a Pre-Closing Tax Periodextent consistent with and in compliance with applicable Law.

Tax Returns. (i) The Company shall prepare and timely file, or cause to be prepared or timely filed, all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (iia) Parent shall prepare and timely file, or cause to be prepared and cause to be timely filed, filed all Tax Returns for each member of the Company Group for any periods ending on or prior Acquired Companies required to be filed following the Closing Date Date. To the extent that are filed after any such Tax Return includes a Pre-Closing Tax Period, Parent shall prepare the Closing Date and all Tax Returns for of the Company Group for any Straddle Periods. Such Tax Returns shall be prepared Acquired Companies on a basis consistent with the most recent Company’s past practice (except as otherwise required by applicable Tax Returns Law) and provide the Equityholder Representative with a copy of the applicable member of the Company Group. Not later than each such draft Tax Return, at least thirty (30) days Business Days prior to its filing (taking into account any extensions thereof). Parent shall reasonably and in good faith consider any revisions to such Tax Returns as are requested by the Equityholder Representative, provided that such revisions are requested no more than 15 days after such Tax Return is delivered to the Equityholder Representative. Any Covered Taxes for any Tax period with respect to which such Tax Returns were filed shall be borne by the Pro Rata Holders in accordance with their Pro Rata Share and the provisions set forth on ‎Section 10.01. To the extent not taken into account in calculating the Indebtedness, the Pro Rata Holders shall pay Parent the amount of any Covered Taxes due date for with respect to such Tax Returns at least two (2) Business Days before payment of such Taxes is due to the Tax Authority in connection with the filing of such Tax Returns. (b) To the extent permitted under Applicable Law, Parent shall provide and the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith Equityholders agree to resolve any differences and cause the Acquired Companies to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the file all Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, periods including the numerator of which is Closing Date on the number of calendar days of such Straddle Period in basis that the Pre-Closing relevant Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business period ended on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) . Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority Applicable Law or applicable Law, without with the prior written consent of the Stockholder RepresentativeEquityholder Representative (not to be unreasonably withheld, which consent conditioned or delayed), Parent shall not be unreasonably withheld amend any income or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any other material Tax Return of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Acquired Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Period. (c) Parent and the Equityholders and their respective Affiliates shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit or other proceeding with respect to Taxes of any of the Acquired Companies. Such cooperation shall include retaining (until the expiration of the relevant statute of limitations) and (upon the other party’s reasonable request) providing records and information which are reasonably relevant to any such audit or other proceeding and within such party’s possession or obtainable without material cost, expense and efforts and making their best efforts that employees or other representatives will be available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Notwithstanding any provision of this Agreement to the contrary, Parent shall not be required to provide to any Person any right to access or to review any Tax Return or Tax work papers of Parent or any Affiliate (other than the Acquired Companies) of Parent (including any consolidated, combined, affiliated, unitary or similar Tax Return that includes Parent or any Affiliate of Parent).

Tax Returns. (i) The Company Newco shall prepare be responsible for the preparation and timely filefiling of all Company Consolidated Income Tax Returns for any Pre-Closing Tax Period, or cause to be prepared or timely filedincluding Company Consolidated Income Tax Returns for such period that are due after the Closing Date, all Tax Returns in respect of for any member of Tax period relating to the Company Group that are Newspaper Subsidiaries, and all Broadcasting Tax Returns required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Within twenty (20) days following the filing of Company Consolidated Income Tax Returns for the Tax period ended on the Closing Date, Newco shall furnish Acquiror with (i) copies of such Tax Returns, and (ii) information concerning (A) the Tax basis of the assets of Broadcasting as of the Closing Date; (B) the earnings and profits of the Company and Broadcasting as of the Closing Date; (C) the Company’s Tax basis in the stock of Broadcasting and PBC’s Tax basis in the stock of each of its Subsidiaries as of the Closing Date; (D) the net operating loss carryover, investment tax credit carryover, alternative minimum tax carryover and the capital loss carryover, if any, available to the Surviving Corporation and its Subsidiaries for a Post-Closing Tax Period; and (E) all elections with respect to Company Consolidated Income Taxes in effect for Broadcasting as of the Closing Date. Other than elections in the ordinary course of business consistent with past practice or elections which will not have the effect of increasing the Taxes of Acquiror in a Post-Closing Tax Period, no Tax elections shall be made with respect to any of the Tax Returns for which Newco is responsible under this Section 6.09(b)(i) on behalf of the Company or any Broadcasting Subsidiary without the consent of Acquiror. (ii) Acquiror shall be responsible for the preparation and timely filing of all Tax Returns relating to the business or assets of the Company or Broadcasting required to be filed after the Closing Date (other than the Tax Returns to be prepared and filed by Newco pursuant to Section 6.09(b)(i), PROVIDED, HOWEVER, that all such Tax Returns relating to any Pre-Closing Tax Period or Straddle Period shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member practice of the Company Group for in preparing such Tax Returns. Acquiror shall provide Newco with a draft of any periods ending on such Tax Return relating to any Pre-Closing Tax Period or prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than Period at least thirty (30) days prior to the due date for filing such Tax Return (taking into account any applicable extensions), and Newco may provide Acquiror with written comments on such draft Tax Return within ten (10) days after its receipt of such draft. Subject to Section 6.09(e), Acquiror and Newco shall attempt to resolve any disputes regarding such draft Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together Return in good faith to resolve any differences and at least ten (10) days prior to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file due date for filing such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basisReturn. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Period.

Tax Returns. (ia) The Company If the Call Option Exercise occurs, Seller shall prepare and timely file, or cause to be prepared or timely filed, all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, file or cause to be timely filed (i) all U.S. federal income Tax Returns for each member of the Company Group (and related Schedules K‑1) required to be filed after the Closing Date for any Tax period ending on or prior to the Closing Date and (ii) any Tax Returns (other than the Tax Returns described in clause (i) above) of the Company or any of its Subsidiaries for income Taxes that are imposed on a “flow-through” basis and required to be filed after the Closing Date for Tax periods ending on or prior to the Closing Date that are Date. If the Call Option Exercise does not occur, Seller shall use commercially reasonable efforts to cause Frontier to prepare or cause to be prepared and timely file or cause to be timely filed after all such Tax Returns. If the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Call Option Exercise occurs, such Tax Returns shall be prepared on a basis consistent with past practice except to the most recent extent (i) otherwise required by applicable Laws or (ii) any deviation from past practice is not reasonably expected to adversely affect Purchaser, provided that if the Call Option Exercise does not occur, Seller shall use commercially reasonable efforts to cause Frontier to prepare such Tax Returns of the applicable member of the Company Groupon such basis. Not later than At least thirty (30) days prior to the due date for filing of such the U.S. federal income Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith to resolve any differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year Return of the Company terminated at for the close of business period ending on the Closing Date, except Seller shall (or, if the Call Option Exercise does not occur, Seller shall use commercially reasonable efforts to cause Frontier to) deliver a draft of such Tax Return, together with all supporting documentation and workpapers, to Purchaser for its review and comment. If Purchaser has any reasonable comments to such Tax Return, Purchaser shall, at least ten (10) days prior to the due date for filing such Tax Return, notify Seller of any such reasonable comments in writing, and Seller will cause such Tax Return (as revised to incorporate Purchaser’s reasonable comments) to be timely filed and will provide a copy thereof to Purchaser, provided that exemptionsif the Call Option Exercise does not occur, allowances or deductions that are calculated on an annual basis, Seller shall use commercially reasonable efforts to cause Frontier to incorporate Purchaser’s reasonable comments in such as the deduction for depreciation, shall be apportioned on Tax Return and to timely file such Tax Return and provide a time basiscopy thereof to Purchaser. (iiib) Except as specifically provided If the Call Option Exercise occurs, Seller shall prepare or cause to be prepared all Tax Returns of the Company and its Subsidiaries (other than the Tax Returns set forth in Section 6.8(b10.2(a)) for all Pre-Effective Time Periods that are required to be filed after the Closing Date, and if the Call Option Exercise does not occur, Seller shall use commercially reasonable efforts to cause Frontier to prepare or cause to be prepared all such Tax Returns. If the Call Option Exercise occurs, such Tax Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable Laws; provided that if the Call Option Exercise does not occur, Seller shall use commercially reasonable efforts to cause Frontier to prepare such Tax Returns on such basis. At least thirty (30) days prior to the due date for filing any such Tax Return (other than any such Tax Return required to be filed contemporaneously with, or promptly after, the close of a Tax period), neither Parent or the Surviving Corporation, nor any of their Affiliates Seller shall (or after or, if the ClosingCall Option Exercise does not occur, Seller shall use commercially reasonable efforts to cause or permit the Surviving Corporation Frontier to) filedeliver a draft of each such Tax Return, amendtogether with all supporting documentation and workpapers, refile or otherwise modify to Purchaser for its review and comment. If Purchaser has any reasonable comments to such Tax Return, Purchaser shall, at least ten (10) days prior to the due date for filing such Tax Return, notify Seller of any such reasonable comments in writing, and Purchaser will cause such Tax Return (as revised to incorporate Purchaser’s reasonable comments) to be timely filed and will provide a copy thereof to Seller. (c) Within three (3) days prior to the due date for filing of any Tax Return relating in whole or in part covered by Section 10.2(b) Seller shall pay to Purchaser the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent Seller Share of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided amount of Taxes shown on such Tax Return that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Periodare Seller Taxes.

Tax Returns. (i) The Company shall prepare and timely file, or cause to be prepared or timely filed, all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent Sellers shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of the Company Group for any taxable periods ending that end on or before the day prior to the Closing Date and that are required to be filed after the Closing Date and all Tax Returns for the Company Group for any Straddle PeriodsDate. Such All such Tax Returns shall be prepared on in a basis manner consistent with past practice (unless otherwise required by Law) and without a change of any election or any accounting method, provided that, at the most recent Sellers’ sole discretion, such Tax Returns that are state Tax Returns may include an election relating to California pass through entity Tax or any other similar state election to pay Taxes on the Company’s income that would otherwise be imposed on the Sellers’ distributive shares thereof so long as Sellers fund any such Taxes concurrently with the filing of the applicable member any such Tax Returns. The Sellers shall provide copies of the Company Group. Not later than thirty (30) any such Tax Return to Buyer at least 30 days prior to the due date for filing (including extensions), or as soon as commercially practicable in the case of such non-income Tax Returns, Parent for Buyer’s review and comments. The Sellers shall provide incorporate Buyer’s timely raised and reasonable comments. The Buyer shall timely cause the Stockholder Representative with drafts of Company to file such Tax Returns. The parties Sellers shall work together in good faith timely pay or cause to resolve any differences and be paid all Taxes due with respect to such Tax Returns except to the extent such differences have not been resolved, Taxes were included in the principles computation of Net Working Capital in accordance with Section 2.9 shall apply thereto. Parent shall make any changes 2.04 or otherwise as a reduction to the Purchase Price. To the extent permitted by Law, each Seller shall include any income, gain, loss, deduction or other tax items for such taxable periods on their respective Tax Returns as finally determined pursuant in a manner consistent with the Schedule K-1s prepared for such taxable periods. (ii) Buyer shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of the preceding sentence and shall file Company for taxable periods that end after the Closing Date. All such Tax Returns shall be prepared in a manner consistent therewithwith past practice (unless otherwise required by Law) and without a change of any election or any accounting method. For purposes Buyer shall provide copies of this Agreement, the portion of Taxes payable for any Straddle Period allocable such Tax Return to the Pre-Closing Tax Period will be Sellers at least 30 days prior to the due date (i) including extensions), or as soon as commercially practicable in the case of Property Taxesnon-income Tax Returns, deemed for review and approval (which approval shall not be unreasonably withheld, conditioned or delayed). Buyer shall timely pay or cause to be the amount paid all Taxes due in respect of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period Returns and the denominator of which is Sellers shall pay to Buyer on or prior to the number of calendar days due date, pro rata in proportion to the entire Straddle Period and (ii) in Ownership Percentages, an amount equal to the case of all other Taxes, determined as though the taxable year portion of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company Taxes with respect to any such Tax Returns that relates to any Pre-Closing Tax Period, Period (as determined pursuant to Section 6.05(b)) except as required by a Taxing Authority or applicable Law, without to the prior written consent extent such Taxes were included in the computation of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, Net Working Capital in accordance with Section 2.04 or otherwise modification could be expected to result in liability as a reduction to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax PeriodPurchase Price.

Tax Returns. (i) The Company shall prepare Prior to the Closing Date, each of the ASIG Entities duly and timely file, or cause shall file all Returns with respect to be prepared or timely filed, all Tax Returns in respect of any member the ownership and operations of the Company Group that are Business required to be filed by it by such time (taking into account giving effect to any extensionextensions available therefor) on and shall pay all Taxes due and payable with respect to such Returns, provided that any of the ASIG Entities may contest in appropriate proceedings any Tax, governmental charge, duty, or before assessment; and each of the Closing DateASIG Entities will withhold from each payment made to each of its employees, if any, the amount of all Taxes (including, but not limited to, federal income taxes and the U.S. Federal Insurance Contribution Act Taxes and state, local and foreign income, wage, disability, unemployment, and shall pay, or cause similar Taxes) required to be paidwithheld therefrom and will pay the same, before becoming delinquent, to the proper Governmental Authority. Sellers duly and timely shall file all Taxes federal, state and local Returns and reports for each of the Company Group due on or before ASIG Entities and the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, Business for all Tax Returns for each member of the Company Group for any taxable periods ending on or prior to the Closing Date that are filed Date, and Buyer shall duly and timely file all Returns and reports for each of the ASIG Entities for all taxable periods beginning after the Closing Date Date. Notwithstanding the foregoing, Buyer duly and timely shall file all Tax other Returns and reports for each of the Company Group ASIG Entities for any Straddle Periodsall taxable periods beginning before and ending after the Closing Date. Such Tax Returns shall be prepared on a basis consistent Consistent with the most recent Tax Returns prior practice of the applicable member of the Company Group. Not ASIG Entities, at Sellers' reasonable written request (to be made no later than thirty (30) 30 days prior to the due date for filing of such Tax Returnsrequested delivery date), Parent Buyer shall use reasonable efforts, at Sellers' expense, to cause the ASIG Entities to provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith to resolve any differences Sellers pro 50 forma 1997 and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be short period 1998 (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on through the Closing Date) U.S. federal and state income and franchise tax returns in a manner consistent with prior practice. If such pro forma returns are requested by Sellers, except that exemptions, allowances or deductions that are calculated on an annual basis, Buyer shall use reasonable efforts to provide Sellers such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or 1997 pro forma returns by one month after the Closing and such 1998 pro forma returns by 3 1/2 months following Closing, shall cause or permit . Upon receipt of the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company invoice with respect to any Prereasonable out-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) of-pocket fees and expenses incurred with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates such pro forma returns, Sellers shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Periodpromptly pay all such amounts.

Tax Returns. (i1) The Company Shareholders’ Representative shall prepare and timely file, or cause to be prepared or timely filed, all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) by or with respect to the Company or its Subsidiary for all Taxable Periods ending on or before the Closing Date, Date and shall pay, or cause to be paid, all Taxes of the Company Group with due on or before dates (including extensions) after the Closing Date. Such Tax Returns shall will be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent practice. Purchaser shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed by or with respect to the Company or its Subsidiary for each member all Taxable Periods beginning before and ending after the Closing Date. In the case of any Pre-Closing Period Tax Return or Straddle Period Tax Return (including any income tax return for the Company for any Taxable Period during which an election is in effect under Section 1362(a) of the Code for the entire Taxable Period and which does not reflect any Tax liability of the Company Group for any periods ending on or prior (an “S Corporate Return”)), the party which prepares such Tax Return shall provide to the Closing Date that other party for its review and consent (which shall not be unreasonably withheld) (i) a draft of such Tax Return and (ii) a schedule setting forth a calculation of the amount which the Shareholders are filed after required to pay the Closing Date Purchaser under Section 8.8(b)(3). The draft Tax Return and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall schedule must be prepared on and submitted in a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not timely manner, but in no event later than thirty (30) 25 days prior to the due date for filing (taking into account valid extensions) of such Tax ReturnsReturn. An S Corporate Return prepared for the Company by the Shareholders’ Representative in accordance with Sections 8.8(a), Parent shall provide 8.8(b) and 8.8(c) must be filed by the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith to resolve any differences and Company, except to the extent that the Tax Return is inconsistent with law. (2) If the non-preparing Party objects to any item on any draft Pre-Closing Period or Straddle Period Tax Return or schedule required to be provided pursuant to Section 8.8(b)(1), it shall, within 10 days after receipt of such differences have draft Tax Return and schedule, notify the preparing party in writing that it so objects, specifying any such item and stating the factual or legal basis for any such objection. If a notice of objection shall be duly delivered by the non-preparing party and the parties are unable to resolve the disputed items, then such disputed items shall be resolved by the Working Capital Referee at least five Business Days prior to such due date. The costs and expenses of the Working Capital Referee shall be borne equally by Purchaser and the Shareholders. If the non-preparing party does not been resolveddeliver to the preparing party a notice of objection, or upon resolution of all disputed items, such draft Tax Return or schedule shall be adjusted to reflect any such resolution, the principles of Section 2.9 Purchaser shall apply thereto. Parent cause the appropriate person to execute such Tax Return, and Purchaser shall make any changes (i) timely and duly file (or cause to be timely and duly filed) such Tax Return with the appropriate taxing authority and (ii) pay (or cause to be paid) to the appropriate taxing authority any Tax Returns shown as finally determined pursuant due on such Pre-Closing Period Tax Return or Straddle Period Tax Return. (3) At least five Business Days prior to the preceding sentence due date of any payment required to be made with respect to any Tax Return of the Company or its Subsidiary (a “Company Tax Return”) that is not an S Corporate Return, the Shareholders shall pay to Purchaser the excess, if any, of (i) the Taxes reflected thereon that are attributable to any Pre-Closing Period and shall file such Tax Returns consistent therewith. For purposes of this Agreement, any Taxes that are attributable to the portion of Taxes payable for any Straddle Period allocable to ending on or before the Pre-Closing Tax Period will be Date over (iii) in the case of Property Taxes, deemed to be the amount of such Taxes accrued or reserved on the Final Working Capital Statement. Any reserve reflected on the Final Working Capital Statement for deferred taxes to reflect timing differences between book and taxable income will not be treated as a reserve for purposes of this Section 8.8(b). If there is a dispute between the Shareholders and the Company as to the amount of a payment to be made by the Shareholders under this Section 8.8(b)(3), the dispute will be resolved in the manner specified in Section 8.8(b)(2). (4) Purchaser is responsible for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period preparation and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case filing of all other Taxes, determined as though the taxable year of Tax Returns required to be filed by the Company terminated at the close of business on or its Subsidiary after the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or . Purchaser will not permit the Surviving Corporation to) file, amend, refile Company to file any state or otherwise modify any local Tax Return relating in whole or in part to Returns that the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on Purchaser believes were due before the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of unless the Company is contacted by a Governmental Entity with respect thereto or receives advice of tax counsel that has retroactive effect to a Pre-Closing there is no reasonable basis for not filing such Tax PeriodReturn.

Tax Returns. (i) Except for tax returns required pursuant to Section 4.04(g) below, Sellers shall prepare (or cause to be prepared) and Sunrise shall timely file for all taxable periods ending on or before the Effective Date (a "Pre-Closing Period") all Tax Returns required to be filed after the Effective Date by or on behalf of Sunrise (the "Pre-Closing Period Tax Returns"). The preparation of such Tax Returns and the positions taken thereon shall be consistent in all respects with Sunrise's past tax accounting principles and practices. (ii) The Company shall prepare and timely file, or cause to be prepared or timely filed, all Tax Returns in respect of any member of the Company Group that are required to be filed file (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed) for all taxable periods beginning before and ending after the close of the Effective Date (a "Straddle Period"), all Tax Returns for each member of the Company Group for any periods ending on or prior required to the Closing Date that are be filed after the Effective Date by Sunrise. For purposes of this Agreement, the portion of the Straddle Period ending on and including the Effective Date shall be referred to as the "Pre-Closing Straddle Period" and the portion of the Straddle Period beginning after the Effective Date shall be referred to as the "Post-Closing Straddle Period". Any such Taxes for a Straddle Period with respect to Sunrise shall be apportioned to the Pre-Closing Straddle Period based on the actual operations of Sunrise during the portion of such period ending on and including the Effective Date, determined as though Sunrise's books closed at the close of the Effective Date. The cost and expenses of preparing any Tax Return for a Straddle Period shall be borne by the Company. (iii) All Tax Returns referred to in Sections 4.04(b)(i) shall be subject to review and approval by the Company, and all Tax Returns referred to in Section 4.04(b)(ii) which affect the liability of Sellers for the Company Group for any Straddle Periods. Such Tax Returns Taxes pursuant to this Agreement or otherwise shall be prepared on subject to review and approval by Sellers, in each case prior to filing, and such approval shall not be unreasonably withheld or delayed by either such party. The party charged with responsibility to prepare a basis consistent with Tax Return subject to review (the most recent "Preparing Party") shall present such Tax Returns of Return to the applicable member of other party (the Company Group. Not later "Reviewing Party") no less than thirty (30) days prior to the due date (including extensions) for filing of such the Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax ReturnsReturn. The parties shall cooperate with one another by making available for review all related work together papers and analyses utilized in good faith to resolve any differences preparing the Tax Return and all related books, records and personnel for this purpose without cost. Within fifteen (15) days after receipt of the Tax Return, the Reviewing Party shall communicate to the extent Preparing Party as to whether it concurs with the Tax Return or, if not, stating its exceptions thereto, together with the reasons and supporting information relating to such differences have exceptions. If there are no such exceptions or such exceptions are resolved by the parties, then such resolution shall be the final determination. If such exceptions cannot been resolvedbe resolved by the parties within ten (10) business days after delivery of the list of exceptions, the principles of Section 2.9 dispute shall apply thereto. Parent be submitted to an independent tax consultant who shall make any changes a final determination in accordance with the terms of this Agreement within fifteen (15) days after submission to such independent tax consultant. The independent tax consultant shall be one of the "Big Five" public accounting firms or a law firm with a nationally recognized tax practice with no material relationship to the Tax Returns as finally determined pursuant parties or their affiliates, and such independent tax consultant shall be chosen by agreement of the parties, or if they are unable to agree, chosen by lot from an equal number of nominees submitted by each party. The fees and expenses of the independent tax consultant shall be allocated by it in inverse proportion to the preceding sentence and shall file such Tax Returns consistent therewithadjustment granted the Reviewing Party. For purposes of this Agreementexample, the if such tax consultant grants a portion of Taxes payable for any Straddle Period allocable the exceptions proposed by the Reviewing Party that results in an adjustment to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for owed that is 25% of the entire Straddle Period multiplied by a fractiontotal adjustment to the amount of Taxes owed that would have occurred had all of the Reviewing Party's proposed exceptions been granted, it shall assess the Reviewing Party with 75% of its fees and expenses. The independent tax consultant's decision shall be final and binding upon, and non-appealable by, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basisparties. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Period.

Tax Returns. Seller shall, at its own expense, be responsible for preparing and filing (i) The Company shall prepare and timely file, or cause to be prepared or timely filed, all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) on or before the Closing Date, Seller Bank and shall pay, or cause to be paid, its Subsidiaries for all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of the Company Group for any periods ending on or prior to the Closing Date that are required to be filed after on or prior to the Closing Date (taking into account any applicable extensions) (“Seller Bank Tax Returns”) and (ii) all Tax Returns for that include Seller Bank or any of its Subsidiaries, on the Company Group for one hand, and Seller or any Straddle Periodsof its Affiliates other than Seller Bank and its Subsidiaries, on the other hand (“Combined Tax Returns” and, together with Seller Bank Tax Returns, “Seller Tax Returns”). Such All Seller Tax Returns shall be prepared on a basis consistent with the most recent past practices of Seller or its applicable Affiliate except to the extent (i) failure to do so would not reasonably be expected to adversely affect Purchaser or any of its Affiliates (including Seller Bank and its Subsidiaries) or (ii) otherwise required by a change in Law. Seller shall deliver, or cause to be delivered, to Purchaser each Seller Tax Returns Return (or in the case of any Combined Tax Returns, the applicable member of the Company Group. Not later than relevant portions thereof relating solely to Seller Bank and its Subsidiaries, subject to Section 7.1(c)) at least thirty (30) calendar days (twenty-five (25) calendar days in the case of corresponding U.S. state or local returns‌ (“Corresponding Returns”)) prior to the due date for filing of such Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith to resolve thereof (taking into account any differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence extensions thereof) and shall file such Tax Returns consistent therewith. For purposes of this Agreement, reflect on the portion of Taxes payable for filed return any Straddle Period allocable to the Pre-Closing Tax Period will be reasonable comments received from Purchaser in writing within twenty (i20) calendar days (fifteen (15) calendar days in the case of Property Taxes, deemed Corresponding Returns) following the date such Tax Returns are delivered by Seller to Purchaser. Seller shall file or cause to be the amount filed all Seller Tax Returns and shall pay or cause to be paid any Seller Indemnified Taxes shown as due on such Seller Tax Returns. Purchaser shall prepare and file all Tax Returns of Seller Bank and its Subsidiaries that are not Seller Tax Returns (“Purchaser Tax Returns”), and pay or cause to be paid any Taxes shown as due on such Taxes Tax Returns (subject to Purchaser’s right to indemnification for the entire Seller Indemnified Taxes). Purchaser Tax Returns for any Seller Tax Period or Straddle Period multiplied by shall be prepared in a fractionmanner consistent with the past practices of the relevant entity except to the extent (i) failure to do so would not reasonably be expected to adversely affect Seller or any of its Affiliates, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) otherwise required by a change in the case of all other TaxesLaw, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except Purchaser reasonably determines that there is not at least “substantial authority” for a material position reflected on such Tax Return, provided, that Purchaser shall provide Seller at least twenty (20) days to provide a written tax opinion, in form and substance reasonably acceptable to Purchaser, of a nationally recognized law firm or accounting firm experienced in Tax matters, concluding that there is at least “substantial authority” (as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election defined under Section 338 or 336 6662 of the Code (or similar successor provisions thereof)) for such position, and ▇▇▇▇▇▇▇▇▇ agrees notwithstanding the provisions of stateSection 7.9(c) to file such Tax Return in a manner consistent with such written tax opinion. No later than two (2) Business Days prior to the due date (taking into account extensions) for Purchaser filing any Tax Return pursuant to this Section 7.9(b), local Seller shall, or foreign law) shall cause its Affiliates to, pay to Purchaser an amount equal to any Seller Indemnified Taxes shown as due and payable with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing such Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax PeriodReturn.

Tax Returns. (i) The Company shall prepare and timely file, or cause to be prepared or timely filed, all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable lawLaw. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of the Company Group for any periods ending on or prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group, except as required by applicable Law. Not later than thirty (30) days prior to the due date for filing of such Tax Returns, Parent shall provide the Stockholder Equityholder Representative with drafts of such Tax Returns. The parties shall work together in good faith to resolve any differences and to the extent such differences have not been resolved, the principles of Section 2.9 2.8 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Neither Parent or the Second Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Second Surviving Corporation to) (i) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, or (ii) make or change any Tax election of the Company that has any effect on a Pre-Closing Tax Period, in each case, except as required by a Taxing Governmental Authority or applicable Law, without the prior written consent of the Stockholder Equityholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Perioddelayed.

Tax Returns. (i) The Company To the extent allowable by law, Seller shall prepare prepare, file and timely file, or cause include the income of EPE Holdco and its Subsidiaries (including any deferred items includible in income pursuant to be prepared or timely filed, all Tax Returns Treasury Regulation Section 1.1502-13 and any excess loss account includible in respect of any member of the Company Group that are required income pursuant to be filed (taking into account any extensionRegulation Section 1.1502-19) on Seller’s consolidated federal income Tax Return, any combined or before unitary state and local Tax Returns, for all periods through the end of the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent Seller shall prepare prepare, file (or, if necessary, submit to Buyer for filing) and timely file, or cause to be prepared include the income of EPE Holdco and timely filed, its Subsidiaries on all Tax Returns of EPE Holdco and its Subsidiaries not described in subsection (i) for each member of the Company Group for any all periods ending ended on or prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than thirty (30) days prior to the due date for filing of such Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith to resolve any differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically Buyer shall prepare, file and include the income of EPE Holdco and its Subsidiaries on all Tax Returns of EPE Holdco and its Subsidiaries for all periods ending after the Closing Date, including Straddle Returns; provided that, subject to the cooperation requirements set forth in Section 6.8(b4.15(c), neither Parent or the Surviving Corporation, nor any of their Affiliates Buyer shall (or after the Closing, shall cause or permit the Surviving Corporation toI) file, amend, refile or otherwise modify provide Seller with a copy of any Tax Return relating in whole or in part Straddle Returns at least ten days prior to the Company filing thereof and shall permit Seller to review and comment on such Tax Returns and (II) shall have good faith discussions with Seller (and, if requested, Buyer’s independent public accountants) with respect to any Pre-Closing such comments. Buyer shall pay any Taxes reflected on such Tax PeriodReturns, except as required by a Taxing Authority or applicable Law, without to the prior written consent extent that such Taxes are the responsibility of Seller pursuant to the Stockholder Representative, which consent Straddle Return provisions. (iv) Buyer shall not be unreasonably withheld file any amended Tax Returns for EPE Holdco or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company Subsidiaries for any Pre-Closing Tax PeriodPeriod without the reasonable consent of Seller, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated unless required to by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Periodapplicable Law.

Tax Returns. (ia) The Company Seller shall prepare and timely file, file or cause to be prepared or timely filedfiled when due, consistent with past practices, all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) by or with respect to SHP for Tax Periods ending on or before the Closing Date that are due prior to the Closing Date, and shall pay, remit or cause to be paid, all remitted any Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of the Company Group for any periods ending on or prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than thirty (30) days prior to the due date for filing of such Tax Returns, Parent shall provide the Stockholder Representative with drafts respect of such Tax Returns. The parties Seller promptly shall work together in good faith to resolve any differences and to the extent provide Interstate with copies of all such differences have not been resolvedTax Returns, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall not file such any Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable Return relating to the a Pre-Closing Tax Period will be (i) without Interstate’s consent if the filing of such Return may cause a net increase in the case Tax liability of Property Taxes, deemed SHP for a Post-Closing Tax Period. Seller shall prepare or cause to be prepared, consistent with past practices, all Tax Returns that are to be filed by or with respect to SHP for Tax Periods ending on or before the Closing Date that are due after the Closing Date. Seller shall provide drafts of such Tax Returns to Interstate no less than 45 days before such Tax Returns are due and shall incorporate all reasonable comments received from Interstate. Interstate shall cause SHP to timely file such Tax Returns and to remit the amount of Taxes shown on such Tax Returns, subject to the obligations of the Seller to pay its share of such Taxes for the entire Straddle Period multiplied by a fractionpursuant to Section 8.3(a). Interstate shall file or cause to be filed when due, the numerator consistent with past practices of which is the number of calendar days of such Straddle Period in the SHP, all other Pre-Closing and Straddle Period Tax Returns of SHP and shall remit or cause to be remitted the amount of Taxes shown on such Tax Returns, subject to the Seller’s obligation to pay its share of such Taxes pursuant to Section 8.3. The Seller and Interstate shall reimburse the other party for any Taxes which are payable with Tax Returns to be filed by the other party pursuant to this Section 6.9(a), in each case, within ten (10) days after such Tax Returns are due. The Sunstone Parties and Interstate agree to cause SHP to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period and the denominator ended as of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except Date unless the relevant Tax Authority will not accept a Tax Return filed on that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iiib) Except The amount of any refunds or offsets of Taxes of SHP for any Taxable Period ending on or before the Closing Date shall be for the account of the Seller, except to the extent that such refund or offset arises as specifically provided a result of a SHP carryback of a loss or other tax benefit arising from a period beginning after the Closing Date. The amount of any refunds or offsets of Taxes of SHP for any Taxable Period beginning after the Closing Date shall be for the account of Interstate. The amount or economic benefit of any refunds, credits or offsets of Taxes of SHP for any Straddle Period shall be equitably apportioned in a manner consistent with Section 6.8(b8.3. Provided that the non-requesting Party, acting in good faith, determines that there is a reasonable basis for filing a claim with the relevant Tax Authority, each Party shall, if the other Party so requests and at such other Party’s expense, cause SHP to file for and obtain any refunds, credits or offsets to Taxes to which the requesting Party is entitled under this Section 6.9(b). Each Party shall forward, neither Parent and shall cause its Affiliates to forward, the amount of such refund or offset to Tax to the Surviving CorporationParty entitled pursuant to this Section 6.9(b) to receive such amount, nor any of their Affiliates shall within ten (10) days after such refund is received or after such credit or offset is allowed or applied against other Tax liability, as the Closingcase may be. (c) Interstate and the Seller shall cooperate fully, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part as and to the Company extent reasonably requested by the other Party, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes, including any Pre-Tax Claim. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records (or copies thereof) and information which are reasonably relevant to any such Tax Return, audit, litigation, Tax Claim or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder or to testify at any proceeding. The Seller and Interstate agree, and Interstate agrees to cause SHP, (i) to retain all books and records with respect to Tax matters relating to SHP for any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Interstate or the Seller, any extensions thereof) for the respective taxable periods, and to abide by all record retention agreements entered into with any Tax PeriodAuthority, except as required by a Taxing and (ii) to give the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, the Seller and Interstate shall, and Interstate shall cause SHP to, allow the other Party to take possession of such books and records. Interstate and Seller further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Tax Authority or applicable Lawany other Person as may be necessary to mitigate, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld reduce or delayed (provided eliminate any Tax that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code imposed (or similar provisions of stateincluding, local or foreign law) but not limited to, with respect to the transactions contemplated by this Agreement. Neither Parent nor ). (d) The Sunstone Parties shall cause the provisions of any Tax sharing agreement or similar arrangement between the Sunstone Parties or any of its Affiliates shall (or after the Closingtheir Affiliates, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the one hand, and SHP on the other hand, to be terminated on or before the Closing Date after Date. After the ClosingClosing Date, take no party shall have any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement rights or (iii) make or change obligations under any such Tax election of the Company that has retroactive effect to a Pre-Closing Tax Periodsharing agreement.

Tax Returns. (i) The Company Notwithstanding any other provision contained herein, the Seller shall prepare and timely file, or cause to be prepared or timely filed, all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a timely manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filedfile or cause to be filed all Seller Consolidated Returns and pay all Consolidated Taxes. All such Tax Returns to the extent related to the Company shall be filed consistent with most recent past practice unless failure to do so would not reasonably be expected to cause any adverse effect (other than a de minimis one) on the Company or the Purchaser. Seller shall prepare a pro forma federal Income Tax Return for the Company on a stand alone basis for the taxable period ending on the Closing Date and shall deliver a copy of such pro forma Tax Return of the federal Income Tax Seller Consolidated Return for the taxable period that includes the Closing Date to the Purchaser within twenty (20) days after the filing of such Seller Consolidated Return. Seller Consolidated Returns for the taxable period that includes the Closing Date shall be filed in accordance with Treasury Regulations Section 1.1502-76(b)(2)(i) (determined using the closing of the books method), with no election under Treasury Regulations Section 1.1502-76(b)(2)(ii)(D). For the avoidance of doubt, the Parties intend that, in conformance with Treasury Regulation Section 1.1502-76(b)(2), any federal income Tax deductions incurred by the Company on the Closing Date related to the transactions contemplated by this Agreement (including the payment of Company Indebtedness and Transaction Expenses) shall be treated as arising in the Pre-Closing Tax Period. (ii) The Seller shall prepare or cause to be prepared all Tax Returns for each member (other than Seller Consolidated Returns) of the Company Group for any all tax periods ending that end on or prior to before the Closing Date that are (“Pre-Closing Tax Returns”). For each Pre-Closing Tax Return required to be filed after the Closing Date Date, prior to the due date (including any applicable extensions) thereof, the Seller shall deliver a copy of such Pre-Closing Tax Return, together with all supporting documentation and work papers, to Purchaser for its reasonable review and comment. The Seller shall provide the Purchaser with such Pre-Closing Tax Return (fully prepared and completed by the Seller, and revised by the Seller to incorporate the Purchaser’s reasonable comments) and the Purchaser shall cause such Pre-Closing Tax Return to be executed and timely filed with the appropriate Governmental Entity and provide a copy of such executed and filed Pre-Closing Tax Return to the Seller. (iii) The Purchaser shall prepare or cause to be prepared all Tax Returns for (other than Seller Consolidated Returns) of the Company Group for any all Straddle PeriodsPeriods (“Straddle Tax Returns”). Such Tax Returns shall be prepared on a basis consistent with the most recent past practice except to the extent otherwise required by applicable Laws. Prior to the due date for filing any such Straddle Tax Returns Return, the Purchaser shall deliver a copy of such Straddle Tax Return, together with all supporting documentation and work papers, to the Seller for its review and reasonable comment. The Purchaser will cause such Straddle Tax Return (as revised to incorporate the Seller’s reasonable comments) to be executed and timely filed with the appropriate Governmental Entity and will provide a copy of such executed and filed Straddle Tax Return to the Seller. (iv) If one party objects to any item on a Tax Return (other than a Seller Consolidated Return) prepared by the other party pursuant to Section 6.8(a)(ii) or Section 6.8(a)(iii), it shall, within fifteen days after delivery of such Tax Return, notify the other party in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection is duly delivered, Purchaser and Seller shall negotiate in good faith and use their commercially reasonable efforts to resolve such items. In the event of any disagreement that cannot be resolved between Purchaser and Seller, such disagreement shall be resolved by an accounting firm of international reputation mutually agreeable to Seller and Purchaser (the “Tax Accountant”), and any such determination by the Tax Accountant shall be final. The fees and expenses of the applicable member of Tax Accountant shall be borne equally by Purchaser and Seller. If the Company Group. Not later than thirty (30) Tax Accountant does not resolve any differences between Seller and Purchaser with respect to such Tax Return at least five days prior to the due date for therefor, such Tax Return shall be filed as prepared by Purchaser and amended to reflect the Tax Accountant’s resolution. The preparation and filing of such any Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith Return that does not relate to resolve any differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the a Pre-Closing Tax Period will shall be exclusively within the control of Purchaser. For the avoidance of doubt, the Seller understands that the Purchaser may cause the Company to begin filing sales Tax Returns in the state of Oklahoma and agrees that any such filing shall not affect the Purchaser’s right to indemnification pursuant to Article X. (iv) In the case of Taxes (other than Consolidated Taxes) that are payable with respect to any Straddle Period, the portion of any such Taxes that is attributable to the portion of the period ending on the Closing Date shall be: (A) in the case of Property TaxesTaxes that are either (x) based upon or related to income or receipts or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the Tax period of the Company ended with (and included) the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period; and (B) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of the Company, deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction, fraction the numerator of which is the number of calendar days of such Straddle Period in the Pre-portion of the period ending on and including the Closing Tax Period Date and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basisperiod. (iiivi) Except as specifically provided in Section 6.8(b)Unless otherwise required by Law, neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, Seller shall cause or not, and shall not permit the Surviving Corporation any of its Affiliates to) file, amend, refile or otherwise modify amend any Tax Return relating in whole Returns or in part change any Tax elections or accounting methods with respect to the Company with respect relating to any Pre-Closing Tax PeriodPeriod to the extent such amendment or change would reasonably be expected to have a material cost to the Purchaser or the Company without the consent of the Purchaser, except as which consent shall not be unreasonably withheld, conditioned or delayed. (vii) Unless otherwise required by a Taxing Authority or applicable Law, the Purchaser shall not amend any Pre-Closing Tax Returns or Straddle Tax Returns without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for Seller to the Stockholder Representative to withhold consent if extent such filing, amendment, refiling, or otherwise modification could amendment would reasonably be expected to result in liability have a material cost to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax PeriodSeller.

Tax Returns. (ia) The Company Sellers shall prepare and timely file, or cause to be prepared or and timely filed, in accordance with past practices of the Company and any Company Subsidiary unless otherwise required under applicable Law, (i) all Tax Returns in respect of any member of the Sellers, the Company Group that are and the Company Subsidiaries required to be filed (taking into account any applicable extension) on or before the Closing Date and (ii) any income Tax Returns (including any corresponding state or local Tax Returns) including the Company or any Company Subsidiaries for a tax period ending on or before the Closing Date, and even if such income Tax Returns are due after the Closing Date. Sellers shall pay, or cause to be paid, all Taxes of the Company Group shown to be due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices Returns. No later than fifteen (15) days prior to the due date for filing any such Tax Return, taking into account any extensions of such memberfiling date, except Sellers will make such Tax Return available for review and approval by Buyer (which approval will not be unreasonably withheld, conditioned or delayed) and will modify such Tax Return, as required reasonably and timely requested by applicable lawBuyer, before filing. If the Parties cannot agree on the requested modifications then any dispute as to the modifications shall be resolved by the Independent Accounting Firm. (iib) Parent shall Buyer will prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of with respect to the Company Group and any Company Subsidiary for any Tax periods ending on or prior to before the Closing Date that are required to be filed after the Closing Date and all that are not covered by Section 5.5.1(a) and will prepare such Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent in accordance with the most recent Tax Returns of the applicable member past practices of the Company Groupand any Company Subsidiary unless otherwise required under applicable Law. Not Sellers shall pay, or cause to be paid, all Taxes due with respect to such Tax Returns to Buyer at least two (2) Business Days before the payment of Taxes (including estimated Taxes) is due to the applicable Taxing Authority. No later than thirty fifteen (3015) days prior to the due date for filing any such Tax Return, taking into account any extensions of such Tax Returnsfiling date, Parent shall provide the Stockholder Representative with drafts of Buyer will make such Tax ReturnsReturn available for review by Sellers and will modify such Tax Return, as reasonably and timely requested by Sellers, before filing such Tax Return. (c) Buyer shall prepare and timely file, or cause to be prepared and timely filed, any Tax Return required to be filed by the Company or any Company Subsidiary for a Straddle Period (a “Straddle Period Tax Return”). The parties No later than ten (10) days prior to the due date for filing any such Tax Return, Buyer will make any material Straddle Period Tax Return available for review by Sellers and will modify such Tax Return, as reasonably and timely requested by Sellers, before filing. Sellers shall work together in good faith pay, or cause to resolve be paid, all Taxes due with respect to any differences and Straddle Period Tax Return to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent Straddle Period (pursuant to Section 5.5.4) to Buyer at least two (2) Business Days before payment of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed Taxes (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability including estimated Taxes) is due to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any applicable Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax PeriodAuthority.

Tax Returns. (i) The Company Seller shall prepare and timely file, file or cause to be prepared or timely and filed, at its sole cost and expense, all federal, state, provincial, local and foreign Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) Companies for taxable periods ending on or before the Closing DateDate that (A) (I) are due after the Closing, (II) reflect items of income, gain, deduction or loss that are to be reported on the Tax Returns of Seller and (III) are listed on Appendix B, or (B) any federal Income Tax Return, and shall paycorresponding state or local Tax Return of Iconex Holdco, or cause to be paid, all Taxes of the Company Group due Inc. for any taxable period ending on or before the Closing DateDate filed after the Closing Date (such Tax Returns, “Seller’s Tax Returns”), with such list including the applicable jurisdiction, tax period and Tax Return form. Such All Seller’s Tax Returns shall be prepared in a manner consistent with the Group Companies’ past practices, except as required by applicable Law. Thirty days prior to the due date of the applicable Seller’s Tax Return, Seller shall provide such Seller’s Tax Return to Buyer for Buyer’s review and comment, and Seller shall consider in good faith all of Buyer’s reasonable comments, provided, however, with respect to any Iconex Holdco, Inc. Tax Return prepared and filed pursuant to (B) above, Seller shall accept and incorporate all of Buyer’s reasonable comments to such Tax Returns. Any other Tax Returns that relate to Taxes for which Seller may be liable hereunder and are not Seller’s Tax Returns shall be prepared by treating items on Buyer, and Buyer shall provide such Tax Returns in a manner consistent with past practices Return to Seller for Seller’s review and comment, and ▇▇▇▇▇ shall accept and incorporate all of such member, except as required by applicable lawSeller’s reasonable comments that relate to Taxes for which Seller is liable hereunder. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of the Company Group for any periods ending on or prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than thirty (30) days prior to the due date for filing of such Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith to resolve any differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, in the portion case of Taxes payable for any Straddle Period Period, (A) Taxes other than Taxes based upon or related to income, gains, payments or receipts, or employment or payroll Taxes of the Group Companies allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed equal to be the amount of such Taxes for the entire Straddle Period period multiplied by a fraction, the numerator of which is the number of calendar days of during such Straddle Period period that are in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period period, and (iiB) in the case of all other Taxes based upon or related to income, gains, payments or receipts (including sales and use Taxes), determined as though the taxable year or employment or payroll Taxes of the Company terminated at Group Companies allocable to the Pre-Closing Tax Period will be computed as if such taxable period ended as of the close of business on the Closing Date. For the avoidance of doubt, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company Taxes with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Group Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code Sections 951 and 951A (or similar provisions any analogous provision of state, state or local or foreign lawLaw) with respect to shall be calculated as if the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) taxable year ended on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax PeriodDate.

Tax Returns. (i) The Company Seller shall prepare and timely file, file or cause to be prepared or timely and filed, consistent with the past practice of the Company and the Subsidiary, all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) on by or before the Closing Date, and shall pay, or cause with respect to be paid, all Taxes of the Company Group due and the Subsidiary for all taxable years and periods ending on or before the Closing Date. Such Tax Returns The Company or the Subsidiary, as appropriate, shall pay or cause to be prepared paid all Taxes due and the costs incurred by treating items on Seller in preparing and filing such Tax Returns in a manner consistent with past practices of such member, except as required by applicable lawReturns. (ii) Parent Buyer shall prepare and timely file, file or cause to be prepared and timely filed, consistent with past practice of the Company and the Subsidiary, all Tax Returns for each member of required to be filed by or with respect to the Company Group and the Subsidiary for all taxable years and periods ending after the Closing Date. Buyer shall furnish any periods such Tax Return to the Seller at least 15 days before the due date thereof (with extensions) for the Seller's review and comment, which comments Buyer shall consider in good faith if Seller could have any liability for the Taxes due pursuant to its indemnity obligations under Article XII. At least five Business Days before the due date of any payment required to be made with respect to any such Tax Return, the Seller shall pay to Buyer the amount of any Taxes payable with respect to such Tax Returns that are allocable to the period ending on or prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than thirty (before September 30) days prior to the due date for filing of such Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith to resolve any differences and 2005, except to the extent such differences have not been resolved, Taxes were accrued and reflected on the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. Interim Balance Sheet. (iii) For purposes of allocating liability for Taxes under this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of any taxable period that includes but does not end before September 30, 2005 (a "Straddle Period"), (i) real, personal and intangible property Taxes ("Property Taxes") of the Company or the Subsidiary allocable to the period ending on or before September 30, deemed 2005 shall be equal to be the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such during the Straddle Period that are in the Pre-Closing Tax Period Pre period ending on or before September 30, 2005 and the denominator of which is the number of calendar days in the entire Straddle Period Period; and (ii) in the case of all Taxes (other than Property Taxes, determined as though the taxable year ) of the Company terminated at or the Subsidiary allocable to the period ending on or before September 30, 2005 shall be computed as if such taxable period ended as of the close of business on the Closing DateSeptember 30, except 2005, provided that exemptions, allowances or deductions that are calculated on an annual basisbasis (including, such as the deduction for depreciationbut not limited to, depreciation and amortization deductions) shall be apportioned allocated between the period ending on a time basis. (iii) Except as specifically provided September 30, 2005 and the period after September 30, 2005 in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part proportion to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent number of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result days in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Periodeach period.

Tax Returns. Sellers will include the income of the Transferred Subsidiaries (iincluding any deferred income triggered into income by Reg. ss. 1.1502-13 or Reg. ss. 1. 1502-14 and any excess loss accounts taken into income under Reg. ss. 1.1502-19) The Company shall on their consolidated federal income Tax Returns for all periods through the Closing Date and pay any federal income Taxes attributable to such income. Similar principles will apply to cause Sellers to include the income of the Transferred Subsidiaries with respect to any comparable provisions of state, local or foreign law. Sellers will prepare and timely file, or cause to be prepared or timely filed, file all Tax Returns in respect of any member of for the Company Group that are required to be filed (taking into account any extension) Transferred Subsidiaries for taxable periods ending on or before the Closing Date, and shall paypay (and adequate provision shall be made in the Plan for the payment by Sellers of) any income or franchise Taxes due to any state or local taxing authority with respect thereto, or cause including any Taxes attributable to be paid, the transactions and elections undertaken to effectuate this Agreement; provided that Purchaser shall prepare and file all Taxes of non-U.S. foreign Tax Returns for the Company Group Transferred Subsidiaries that are due on or before after the Closing Date. Such Sellers will (and will cause the Transferred Subsidiaries to) allow Purchaser an opportunity solely to review and comment on any Tax Return (including any amended return or claim for refund) filed by Sellers or the Transferred Subsidiaries and, solely as to non-U.S. foreign Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely not file, or cause to be prepared and timely filed, all Tax Returns for each member of the Company Group for any periods ending on or prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than thirty (30) days prior to the due date for filing of such Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith to resolve any differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) Transferred Subsidiaries to file, amend, refile or otherwise modify any such non-U.S. foreign Tax Return relating in whole (including any amended return or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, claim for refund) without the prior written consent of the Stockholder RepresentativePurchaser, which consent shall not be unreasonably withheld or delayed withheld. Purchaser will prepare all Tax Returns for the Transferred Subsidiaries for taxable periods beginning before and ending after the Closing Date ("Straddle Period Returns"), provided that it that, to the extent permitted by Law, such Straddle Period Returns will be prepared in a manner consistent with past practice and consistent with the consolidated federal income Tax Return filed by Sellers pursuant to this Section 4.08(c). Purchaser shall allow Sellers an opportunity solely to review and comment on any Straddle Period Return and shall not file any such Straddle Period Return without the consent of Sellers, which consent shall not be considered unreasonable for the Stockholder Representative unreasonably withheld. If Sellers and Purchaser cannot agree on any position to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability taken on any Tax Return that is subject to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 consent of the Code (or similar provisions other party, an independent "Big 5" accounting firm reasonably acceptable to Sellers and Purchaser shall be retained to determine the position to be taken on such Tax Return, and the decision of statesuch independent accounting firm shall be final, local or foreign law) with respect non-appealable and binding on Sellers and Purchaser. The cost attributable to retaining such accounting firm shall be the responsibility of the party whose position, as measured by reference to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside tax liability of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any entity whose Tax election of Return is at issue, is at the Company largest dollar variance from the position that has retroactive effect the accounting firm determines to a Pre-Closing Tax Periodbe correct.

Tax Returns. (i) The Company shall Buyer will prepare and timely file, or cause to be prepared or timely filed, all any Tax Returns in respect of any member of the Company Group that are due or may be filed by each Company from and after the Closing Date, other than any income Tax Returns required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of the Company Group for any periods ending on or prior to the Closing Date Date, which will be prepared by the Shareholders and delivered in a timely manner to the Buyer. If the Shareholders fail to deliver to the Buyer any Tax Return contemplated by the first sentence of this Section, the Buyer will prepare such Tax Returns or cause them to be prepared at the expense of the Shareholders. In the case of Tax Returns prepared by the Buyer, the Buyer will provide the Shareholders with drafts that are filed after include any period ending on or prior to the Closing Date no later than 15 days before their due date (with regard to extensions actually granted) and all will permit the Shareholder to review, comment on and approve such draft Tax Returns for Returns. The Shareholders will not unreasonably withhold or delay approval of any such draft Tax Returns. In the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent case of Tax Returns of the Companies prepared by the Shareholders, the Shareholders will prepare such Tax Returns consistent with past practice and in accordance with applicable member law, will provide the Buyer drafts of any such Tax Returns that include any period ending on the Company Group. Not later than thirty (30) Closing Date at least 15 days prior to before the due date for filing of thereof, with regard to extensions actually granted, and will permit the Buyer to review, comment on and approve such draft Tax Returns. The Buyer will not unreasonably withhold or delay approval of any such draft Tax Returns and, Parent shall provide the Stockholder Representative with drafts of after such approval, will execute and file such Tax Returns. The parties shall work together in good faith to resolve any differences and to Buyer will cooperate with the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company Shareholders with respect to any Pre-Closing Tax Period, except as information or documentation reasonably required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result Shareholders in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing preparing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax PeriodReturns.

Tax Returns. (ia) The Company shall prepare and timely file, or cause to be prepared or timely To the extent not previously filed, all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) on or before Buyer shall, at the Closing DateSeller’s cost and expense, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, file or cause to be filed all Tax Returns for each member of the Company Group for any periods ending on or prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member Subject Companies for Pre-Closing Tax Periods, including any Tax Return that includes an Excluded Entity and at least one Subject Company. The Buyer shall deliver to the Seller a copy of the Company Group. Not later than thirty (30) any such Tax Return 20 days prior to the due date (including extensions) for the filing of such Tax Returns, Parent Return and shall provide reflect any reasonable comments provided by the Stockholder Representative with drafts Seller in writing within 10 days of the Seller’s receipt of such Tax ReturnsReturn. The parties Seller shall work together in good faith to resolve any differences and pay the Buyer an amount equal to the extent Taxes shown to be due and payable on any such differences have not been resolvedTax Return (for the avoidance of doubt, the principles including Taxes of Section 2.9 shall apply thereto. Parent shall make any changes an Excluded Entity or attributable to an Excluded Asset or Excluded Liability) no later than 3 days prior to the due date (including extensions) for the filing of such Tax Return. (b) The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns as finally determined pursuant of the Subject Companies for taxable periods that begin on or before the Closing Date and end after the Closing Date, including any Tax Return that includes an Excluded Entity and at least one Subject Company. The Buyer shall deliver to the preceding sentence and shall file Seller a copy of any such Tax Returns consistent therewith. For purposes of this AgreementReturn, together with a statement setting forth the portion amount of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (ipursuant to Section 7.2(c) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to an Excluded Entity, Excluded Asset or Excluded Liability), 20 days prior to the due date (including extensions) for the filing of such Tax Return and shall reflect any reasonable comments provided by the Seller in writing within 10 days of the Seller’s receipt of such Tax Return. The Seller shall pay to the Buyer an amount equal to the Taxes shown as due and payable on any such Tax Return that are allocable to the Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) including with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (an Excluded Entity, Excluded Asset or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect Excluded Liability no later than 3 days prior to the Company due date (including extensions) for the filing such Tax Return (including extensions). (c) The Seller shall be responsible for the timely preparation and filing of any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside Returns of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Excluded Entities that do not include a Subject Company and shall timely pay all Taxes shown to be due and payable on such Tax election of the Company that has retroactive effect to a Pre-Closing Tax PeriodReturns.

Tax Returns. (ia) The Company Seller shall prepare and timely file, or cause to be prepared and timely file or cause to be timely filed, filed all required Tax Returns relating to the Company for any taxable period which ends on or before the Closing Date. Seller shall include the income of Company (including any deferred items triggered into income by Treasury Regulation ss.1.1502-13 and any excess loss account taken into income under Treasury Regulation ss.1.1502-19) on Seller's consolidated Tax Returns for all taxable periods including the Closing Date and pay any income Taxes attributable to such income. All such Tax Returns shall be prepared and filed in a manner consistent with prior practice, except as required by a change in applicable law. Buyer shall prepare or cause to be prepared and timely file or cause to be timely filed all required Tax Returns relating to the Company for taxable periods ending after the Closing Date. All such returns shall be prepared and all elections with respect to such returns shall be made, to the extent permitted by law, in a manner consistent with prior practice. Before filing any Tax Return with respect to any Straddle Period, Buyer shall provide Seller with a copy of such Tax Return at least twenty days prior to the last date for timely filing such Tax Return (giving effect to any member valid extensions thereof) accompanied by a statement calculating in reasonable detail Seller's indemnification obligation pursuant to Section 8.2 hereof. Notwithstanding anything in this Agreement to the contrary, Seller shall have no indemnification obligation pursuant to Section 8.2 hereof with respect to any Taxes covered by such Tax Return until Seller has received such Tax Return and such statement. If for any reason Seller does not agree with Buyer's calculation of its indemnification obligation, Seller shall notify Buyer of its disagreement within ten days of receiving a copy of the Company Group Tax Return and Buyer's calculation, and such dispute shall be resolved pursuant to the Tax Dispute Resolution Mechanism. Seller shall pay to Buyer the amount of Seller's indemnification at the time specified in Section 8.2(e) and, if there is a dispute which is resolved pursuant to the Tax Dispute Resolution Mechanism with a determination that are required Seller has overpaid on its indemnification obligation, then Buyer shall refund to Seller within 10 days the amount of the overpaid indemnification obligation. (b) Seller shall pay or cause to be filed (taking into account paid when due and payable all Taxes with respect to the Company for any extension) taxable period ending on or before the Closing Date, and Buyer shall pay, so pay or cause to be paid, all paid Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of the Company Group for any periods taxable period ending on or prior to the Closing Date that are filed after the Closing Date and all (subject to its right of indemnification from Seller by the date set forth in Section 8.2(e) for Taxes attributable to the portion of any Tax Returns for period that includes the Closing Date pursuant to Section 8.2(b)). (c) Seller, the Company Group for any Straddle Periods. Such Tax Returns and Buyer shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than thirty (30) days prior reasonably cooperate, and shall cause their respective affiliates, officers, employees, agents, auditors and representatives reasonably to the due date for cooperate, in preparing and filing of such all Tax Returns, Parent shall provide the Stockholder Representative including maintaining and making available to each other all records necessary in connection with drafts of such Tax Returns. The parties shall work together Taxes and in good faith to resolve any differences resolving all disputes and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company audits with respect to all taxable periods relating to Taxes. Seller shall not settle any Pre-audit in a manner which would materially adversely affect Company or Buyer after the Closing Tax Period, except as required by a Taxing Authority or applicable Law, Date without the prior written consent of the Stockholder RepresentativeBuyer, which consent shall not unreasonably be unreasonably withheld or delayed (provided withheld. Buyer and Seller recognize that it shall not be considered unreasonable for Seller Tax Indemnified Parties will need access, from time to time, after the Stockholder Representative Closing Date, to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability certain accounting and Tax records and information held by the Company to the extent such records and information pertain to events occurring prior to the Closing Date; therefore, Buyer and Seller agree that from and after the Closing Date, Seller, Buyer and the Company Equityholders pursuant (including their affiliates and successors) shall (A) retain and maintain all such records including (but not limited to) all Tax Returns, schedules and work papers, records and other documents in its possession relating to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 Tax matters of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or Company for each taxable period first ending after the Closing, shall permit Closing Date and for all prior taxable periods until the Surviving Corporation to) later of (i) initiate the expiration of the statute of limitations of the taxable periods to which such Tax returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods, or enter into (ii) six years following the due date (without extension) for such Tax Returns, and (B) allow Seller and Buyer and their agents and representatives (and agents or representatives of any voluntary disclosure agreement of their affiliates), upon reasonable notice and at mutually convenient times to inspect, review and make copies of such records (at the expense of the party requesting the records) as Seller and Buyer may deem reasonably necessary or program appropriate from time to time. Any information obtained under this Section 8.4(c) shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding. (d) Any refunds or credits of Taxes of the Company plus any Taxing Authority interest received with respect to thereto from the Company applicable Tax authority for any Pre-Closing Tax PeriodPeriod (including, (iiwithout limitation, refunds or credits arising by reason of amended Tax Returns filed after the Closing Date) on shall be for the account of Seller and shall be paid by Buyer to Seller within 10 business days after Buyer receives such refund or after the relevant Tax Return is filed in which the credit is applied against any of the Buyer Tax Indemnified Party's liability for Taxes. Any refunds or credits of Taxes of the Company plus any interest received with respect thereto from the applicable taxing authority for any taxable period beginning after the Closing Date after shall be for the Closing, take any action outside account of the ordinary course Buyer. Any refunds or credits of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election Taxes of the Company for any Straddle Period shall be apportioned between Seller and Buyer in the same manner as the liability for such Taxes is apportioned pursuant to Section 8.2(b). (e) At Seller's request and at Seller's expense, Buyer shall cause the Company to file for and obtain any refunds or credits to which Seller is entitled under Section 8.4(d), provided that has retroactive effect to a Presuch filing does not have an adverse impact on Buyer or Company for any Post-Closing Tax Period. In connection therewith, (A) Buyer shall permit Seller, at Seller's expense, to control the prosecution of any such refund claim that relates to refunds or credits to which Seller is entitled under Section 8.4(d) and, where deemed appropriate by Seller, shall cause the Company and any of their successors to authorize by appropriate powers of attorney such persons as Seller shall designate to represent the Company or any of their successors with respect to such refund claim and (B) Buyer shall cause the Company or any of their successors to forward to Seller any such refund within 10 days after the refund is received (or reimburse Seller for any such credit within 10 Business Days after the relevant Tax Return is filed in which the credit is applied against any of the Company's or any of their successors' liability for Taxes.

Tax Returns. (ia) The Company shall prepare and timely file, or cause to be prepared or timely filed, all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all for Income Taxes of the Company Group and its Subsidiaries for any Pre-Closing Tax Period that are due on or before after the Closing Date. Such Closing, which Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of such member, except as required by applicable lawthe Company and its Subsidiaries. (iib) Parent A draft of each Tax Return prepared pursuant to Section 8.05(a) shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of provided by the Company Group for any periods ending on or prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not Equityholders’ Representative no later than the date thirty (30) days prior to the due date for filing of such Tax ReturnsReturn. Any reasonable comments submitted by the Equityholders’ Representative no later than ten (10) days prior to the due date for such Tax Return, and that could reasonably be expected to affect the Tax liabilities of the Equityholders or their direct or indirect owners or the amounts payable to the Equityholders under this Agreement (including under this ‎Article VIII) shall be implemented, and the Company and its Subsidiaries shall timely file or cause to be filed such Tax Return with the applicable Governmental Authority as modified to reflect any such comments. (c) Parent and Purchaser shall, to the maximum extent permitted under applicable Law, treat the Closing Date as the last day of the taxable period of the Company and its Subsidiaries for all Income Tax purposes, and Parent shall provide cause the Stockholder Representative with drafts of such Company to join Parent’s “consolidated group” (as defined in Treasury Regulations Section 1.1502-76(h)) (and analogous state and local Income Tax Returns. The parties shall work together in good faith to resolve any differences and to Law) effective on the extent such differences have not been resolved, day after the principles of Section 2.9 shall apply theretoClosing Date. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be Purchaser agree that (i) the U.S. federal Income Tax Return of the Company and its Subsidiaries for such taxable period ending on the Closing Date will be prepared in the case accordance with Treasury Regulations Section 1.1502-76(b)(1)(ii) and none of Property TaxesParent, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fractionPurchaser, the numerator Company, its Subsidiaries, or any of which is the number their respective Affiliates will make a ratable allocation election under Treasury Regulations Section 1.1502-76(b)(2) or any analogous provision of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period state or local Law, and (ii) in the case of for all other TaxesIncome Tax purposes, determined as though the taxable year income of the Company terminated and its Subsidiaries for taxable periods ending on and including the Closing Date will be allocated based on an interim closing of the books at the close end of business the day on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as Date to the deduction for depreciation, shall be apportioned on a time basisextent permitted by Law. (iiid) Except as specifically provided Notwithstanding anything to the contrary in Section 6.8(b)this Agreement, neither no provision of this Agreement shall be construed to require Parent or the Surviving CorporationPurchaser to provide to any other Person, nor any of their Affiliates shall (before, at, or after the Closing, shall cause any right to access or permit the Surviving Corporation to) file, amend, refile or otherwise modify review any Tax Return relating in whole (or in part Tax work papers related thereto) that is required to be filed on an affiliated, consolidated, combined or unitary basis with Parent or Purchaser or an Affiliate of Parent or Purchaser (other than the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax PeriodSubsidiaries).

Tax Returns. (i) The Company Shareholders shall prepare and be responsible for the timely file, or cause to be prepared or timely filed, all filing of the Company's Tax Returns for the 1999 tax year and the short tax year from January 1, 2000 through the Closing Date and for the timely payment of all income or other Taxes relating to those periods; provided, however, that in respect any event the Shareholders shall, within 30 days of any member the Closing, file amended Tax Returns for the Company for the 1999 tax year and Tax Returns for the short tax year from January 1, 2000 through the Closing Date reflecting the matters set forth on Exhibit 5.11. The Acquiror shall make the books and records of the Company Group that are available to the Shareholders as required to be filed (taking into account for the preparation of such Tax Returns or for any extension) on subsequent audit or before the Closing Date, and shall pay, or cause to be paid, all Taxes examination of any Tax Return of the Company Group due on for any period ending with or before prior to the Closing Date. Such Tax Returns The Acquiror shall be prepared by treating items on such Tax Returns in a manner consistent with past practices notify the Shareholders of such memberany inquiry, except as required by applicable law. (ii) Parent shall prepare and timely file, audit or cause examination of which PentaStar receives notice relating to be prepared and timely filed, all the Company's Tax Returns for each member of the Company Group for any periods period ending on with or prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than thirty (30) days prior to the due date for filing of such Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith to resolve any differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator Shareholders shall have the right, subject to Section 7, to control the defense and settlement of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxesany such inquiry, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances audit or deductions that are calculated on an annual basis, such as the deduction for depreciation, examination. PentaStar shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor not file any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any amended Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on period ending with or prior to the Closing Date without the consent of the Shareholders, unless required to do so by applicable Legal Requirement. The Shareholders shall afford PentaStar a reasonable opportunity tor review any new or amended Tax Return for the Company filed by the Shareholders hereunder and shall not make any election or take any other action on any such return that would increase the Tax Liability of PentaStar or the Acquiror for periods after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax PeriodDate.

Tax Returns. (ia) The Company Seller shall prepare and timely file, file (or cause to be prepared or timely and filed, ) all Tax Returns in respect of any member of the Company Group that are required XCL-WEM Tax Partnership with respect to be filed (taking into account Flow-Through Income Taxes for any extension) Tax period ending on or before the Closing Date, in accordance with Seller’s past practice in filing such Tax Returns unless otherwise required by applicable Law. Seller shall submit such Tax Returns to Purchaser for its review and shall pay, or cause to be paid, all Taxes comment reasonably in advance of the Company Group due on or date thereof and timely file any such Tax Return, incorporating any reasonable comments received from Purchaser prior to the due date thereof. (b) After the Closing Date, subject to the provisions of the Transition Services Agreement, Purchaser shall (1) be responsible for paying any Asset Taxes relating to any (i) Tax period that ends before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. Date or (ii) Parent Straddle Period, in each case, that become due and payable after the Closing Date and shall file with the appropriate Governmental Authority any and all Tax Returns required to be filed after the Closing Date with respect to such Asset Taxes and (2) prepare and timely file, file (or cause to be prepared and timely filed, ) all Tax Returns for each member of the Company Group for any periods ending on or prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member XCL-WEM Tax Partnership with respect to Flow-Through Income Taxes for any Tax period beginning before and ending after the Closing Date. With respect to each such Tax Return described in clause (1) of the Company Group. Not later than thirty preceding sentence that is required to be filed before the date on which the Adjusted Purchase Price is finally determined pursuant to Section 2.6, and each Tax Return with respect to Flow-Through Income Taxes described in clause (302) days of the preceding sentence, Purchaser shall submit such Tax Return to Seller for its review and comment reasonably in advance of the due date therefor and timely file any such Tax Return, incorporating any reasonable comments received from Seller prior to the due date for filing of such Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returnstherefor. The parties shall work together Parties agree that (x) this Section 10.5 is intended to solely address the timing and manner in good faith which certain Tax Returns relating to resolve Asset Taxes and Flow-Through Income Taxes are filed and any differences and Asset Taxes shown thereon are paid to the extent such differences have not been resolvedapplicable taxing authority, and (y) nothing in this Section 10.5 shall be interpreted as altering the principles of Section 2.9 shall apply thereto. Parent shall make any changes manner in which Asset Taxes are allocated to and economically borne by the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable Parties (except for any Straddle Period allocable penalties, interest or additions to the Pre-Closing Tax Period will be (i) in the case imposed as a result of Property Taxesany breach by Purchaser of its obligations under this Section 10.5, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basisborne by Purchaser). (iiic) Except as specifically provided Notwithstanding anything in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part this Agreement to the Company contrary, with respect to any PreTax Return for Flow-Closing Through Income Taxes of the XCL-WEM Tax PeriodPartnership prepared in accordance with Section 10.5(b), except as required by a Taxing Authority or the Parties shall (and shall cause their respective Affiliates to) cooperate fully to cause: (i) such Tax Return, to the extent permitted under applicable Law, without the prior written consent of the Stockholder Representativeto include a valid election under Code Section 754 (and, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor extent applicable, any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar comparable provisions of state, local or foreign non-U.S. Tax law), and (ii) all items of income, gain, loss, deduction and credit allocable on any such Tax Return with respect to the transactions contemplated partnership interests acquired by this Agreement. Neither Parent nor any of its Affiliates shall Purchaser from Seller for U.S. federal (or after the Closingand applicable state and local) income tax purposes to be allocated between Seller and Purchaser (or, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company extent applicable, Seller’s or Purchaser’s regarded owner for any Pre-Closing U.S. federal income Tax Period, (iipurposes) based on the interim closing of the books method as of the Closing Date after the Closing, take any action outside in accordance with Section 706 of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change Code and the Treasury Regulations thereunder; provided, that any Tax election “extraordinary” items of the Company XCL-WEM Tax Partnership within the meaning of Treasury Regulations Section 1.706-4(e)(2) for the taxable year that has retroactive effect to a Preincludes the Closing Date will be allocated between Purchaser and Seller in accordance with the principles of Treasury Regulations Section 1.706-Closing Tax Period4(e)(1).

Tax Returns. Within the times and in the manner prescribed by law, Magna will file all federal, state, and local tax returns required by law, and pay any and all taxes due, for periods prior to the January 1, 2010 and for subsequent periods due or coming due prior to the retirement of the Take-Out Notes. The Sellers agree to prepare and file Magna’s final LLC tax return for the period January 1, 2010 and for subsequent periods due or coming due prior to the retirement of the Take-Out Notes, and pay any and all taxes due, and shall furnish a copy thereof to GeoBio upon filing the same with the IRS and other taxing authorities. Magna has paid, or will pay by the Closing, all taxes, assessments, and penalties due and payable. . The Sellers agree that GeoBio and/or Magna are hereby indemnified by the Sellers from any liability, damages and expenses arising in connection with Magna’ federal and state income tax returns for 2009 and prior years and for subsequent periods due or coming due prior to the retirement of the Take-Out Notes that are affected by the results of any IRS review. There shall be no other taxes of any kind due or owing except the following: federal excise taxes which come due after payments for subsequent periods due or coming due prior to the retirement of the Take-Out Notes; employee payroll taxes and for subsequent periods due or coming due prior to the retirement of the Take-Out Notes; a list referred to as “Schedule 2.07” which references the federal excise taxes, segment fees taxes and employee payroll taxes payable by GeoBio, in connection with the successful completion of its acquisition of Magna, upon both the (i) The Company shall prepare and timely file, or cause to be prepared or timely filed, all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of the Company Group for any periods ending on or prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than thirty (30) days prior to the due date for filing of such Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith to resolve any differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year retirement of the Company terminated at the close Take-Out Notes will be provided prior to Closing. Schedule 2.07 will be deemed accepted by GeoBio upon GeoBio’s review and signature of business on the Closing DateSchedule 2.07, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. within fifteen (iii15) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any days of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Period.

Tax Returns. (i) The Company Seller shall prepare and timely file, or cause to be prepared and file or timely filed, all cause to be filed (i) the final U.S. federal income and state income Tax Returns in respect of any member of the Company Group that are SLC (and related Schedules K-1) required to be filed (taking into account any extension) for the Tax period ending on or before the Closing Date, (ii) the U.S. federal income and shall paystate income Tax Returns of SLC (and related Schedules K-1) for the Tax period ending on December 31, 2016, and (iii) any Tax Returns (other than the Tax Returns described in clause (i) or cause (ii) above) of SLC for income, franchise and similar Taxes that are imposed on a “flow-through” basis and required to be paid, all Taxes of filed after the Company Group due Closing Date for taxable periods ending on or before prior to the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner basis consistent with past practices of such member, practice except as to the extent otherwise required by applicable law. Reasonably in advance of the due date for filing of any such Tax Return, Seller shall deliver a draft of such Tax Return, together with all supporting documentation and workpapers, to Buyer for its review and reasonable comment. Buyer will cause such Tax Return (as revised to incorporate Buyer’s reasonable comments) to be timely filed and will provide a copy thereof to Seller. (ii) Parent Seller shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns (other than the Tax Returns set forth in Section 12(b)(i)) of SLC required to be filed after the Closing Date for each member of the Company Group for any all Tax periods ending on or prior to the Closing Date that are Date. Such Tax Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable law. Reasonably in advance of the due date for filing any such Tax Return, Seller shall deliver a draft of such Tax Return, together with all supporting documentation and workpapers, to Buyer for its review and reasonable comment. Buyer will cause such Tax Return (as revised to incorporate Buyer’s reasonable comments) to be timely filed after the Closing Date and will provide a copy thereof to Seller. (iii) Buyer shall prepare or cause to be prepared all Tax Returns of SLC for the Company Group for any all Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with past practice except to the most recent Tax Returns extent otherwise required by applicable law. Reasonably in advance of the applicable member of the Company Group. Not later than thirty (30) days prior to the due date for filing any such Tax Return, Buyer shall deliver a draft of such Tax ReturnsReturn, Parent shall provide the Stockholder Representative together with drafts of all supporting documentation and workpapers, to Seller for its review and reasonable comment. Buyer will cause such Tax Returns. The parties shall work together in good faith Return (as revised to resolve any differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (iincorporate Seller’s reasonable comments) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by timely filed and will provide a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basiscopy thereof to Seller. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Period.

Tax Returns. (i) The Parent shall cause the Company shall and each Subsidiary to prepare and timely file, or cause to be prepared or timely filed, file all Tax Returns in respect of any member of the Company Group and each Subsidiary that are required to be filed due (after taking into account any extensionall appropriate extensions) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of the Company Group for any periods ending on or prior to the Closing Date that are filed after the Closing Date and all shall timely remit Taxes shown to be due thereon. To the extent that such Tax Returns for the Company Group for any Return relates to a Pre-Closing Tax Period or a Straddle Periods. Such Period, such Tax Returns Return shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member existing procedures and practices and accounting methods of the Company Groupand the Subsidiaries, and, to the extent applicable, the conventions provided in Section 6.9(g), unless, as reasonably determined by Parent, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of Taxes in the form of penalties, in which case, such Tax Return shall be prepared in accordance with any good faith method determined by Parent that has sufficient support to avoid the imposition of Taxes in the form of penalties. Not later than Parent shall provide any income Tax Return for a Pre-Closing Tax Period and any Tax Return for a Pre-Closing Tax Period or Straddle Period that shows a Tax that Parent believes the Securityholders are obligated to pay hereunder to the Securityholders’ Representative for review at least thirty (30) days prior to the due date for filing (after taking into account all appropriate extensions) and shall incorporate reasonable comments of the Securityholders’ Representative provided within fifteen (15) Business Days after receipt of such Tax Returns, Parent shall provide Return in the Stockholder Representative with drafts Tax Return actually filed. None of such Tax Returns. The parties shall work together in good faith to resolve any differences and to the extent such differences have not been resolvedParent, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this AgreementCompany, the portion Surviving Corporation or any of Taxes payable their Subsidiaries shall amend any previously filed Tax Return of the Company or any of its Subsidiaries for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire or Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Securityholders’ Representative, which consent shall will not be unreasonably withheld withheld, conditioned or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Perioddelayed.

Tax Returns. (ia) The Company If the Call Option Exercise occurs, Seller shall prepare and timely file, or cause to be prepared or timely filed, all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, file or cause to be timely filed (i) all U.S. federal income Tax Returns for each member of the Company Group (and related Schedules K‑1) required to be filed after the Closing Date for any Tax period ending on or prior to the Closing Date and (ii) any Tax Returns (other than the Tax Returns described in clause (i) above) of the Company or any of its Subsidiaries for income Taxes that are imposed on a “flow-through” basis and required to be filed after the Closing Date for Tax periods ending on or prior to the Closing Date that are Date. If the Call Option Exercise does not occur, Seller shall use commercially reasonable efforts to cause Frontier to prepare or cause to be prepared and timely file or cause to be timely filed after all such Tax Returns. If the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Call Option Exercise occurs, such Tax Returns shall be -53- prepared on a basis consistent with past practice except to the most recent extent (i) otherwise required by applicable Laws or (ii) any deviation from past practice is not reasonably expected to adversely affect Purchaser, provided that if the Call Option Exercise does not occur, Seller shall use commercially reasonable efforts to cause Frontier to prepare such Tax Returns of the applicable member of the Company Groupon such basis. Not later than At least thirty (30) days prior to the due date for filing of such the U.S. federal income Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith to resolve any differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year Return of the Company terminated at for the close of business period ending on the Closing Date, except Seller shall (or, if the Call Option Exercise does not occur, Seller shall use commercially reasonable efforts to cause Frontier to) deliver a draft of such Tax Return, together with all supporting documentation and workpapers, to Purchaser for its review and comment. If Purchaser has any reasonable comments to such Tax Return, Purchaser shall, at least ten (10) days prior to the due date for filing such Tax Return, notify Seller of any such reasonable comments in writing, and Seller will cause such Tax Return (as revised to incorporate Purchaser’s reasonable comments) to be timely filed and will provide a copy thereof to Purchaser, provided that exemptionsif the Call Option Exercise does not occur, allowances or deductions that are calculated on an annual basis, Seller shall use commercially reasonable efforts to cause Frontier to incorporate Purchaser’s reasonable comments in such as the deduction for depreciation, shall be apportioned on Tax Return and to timely file such Tax Return and provide a time basiscopy thereof to Purchaser. (iiib) Except as specifically provided If the Call Option Exercise occurs, Seller shall prepare or cause to be prepared all Tax Returns of the Company and its Subsidiaries (other than the Tax Returns set forth in Section 6.8(b10.2(a)) for all Pre-Effective Time Periods that are required to be filed after the Closing Date, and if the Call Option Exercise does not occur, Seller shall use commercially reasonable efforts to cause Frontier to prepare or cause to be prepared all such Tax Returns. If the Call Option Exercise occurs, such Tax Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable Laws; provided that if the Call Option Exercise does not occur, Seller shall use commercially reasonable efforts to cause Frontier to prepare such Tax Returns on such basis. At least thirty (30) days prior to the due date for filing any such Tax Return (other than any such Tax Return required to be filed contemporaneously with, or promptly after, the close of a Tax period), neither Parent or the Surviving Corporation, nor any of their Affiliates Seller shall (or after or, if the ClosingCall Option Exercise does not occur, Seller shall use commercially reasonable efforts to cause or permit the Surviving Corporation Frontier to) filedeliver a draft of each such Tax Return, amendtogether with all supporting documentation and workpapers, refile or otherwise modify to Purchaser for its review and comment. If Purchaser has any reasonable comments to such Tax Return, Purchaser shall, at least ten (10) days prior to the due date for filing such Tax Return, notify Seller of any such reasonable comments in writing, and Purchaser will cause such Tax Return (as revised to incorporate Purchaser’s reasonable comments) to be timely filed and will provide a copy thereof to Seller. (c) Within three (3) days prior to the due date for filing of any Tax Return relating in whole or in part covered by Section 10.2(b) Seller shall pay to Purchaser the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent Seller Share of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided amount of Taxes shown on such Tax Return that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Periodare Seller Taxes.

Tax Returns. (i) The Company Buyer shall prepare and timely fileprepare, or cause to be prepared prepared, and timely file or cause to be timely filed, all Tax Returns in respect of any member (including Pass-Through Tax Returns) of the Company Group Companies and the Blockers for Pre-Closing Tax Periods (including any Straddle Period) that are required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each member of the Company Group for any periods ending on or prior to the Closing Date that are filed after the Closing Date and all (the “Buyer Prepared Tax Returns”). The Buyer shall provide the Unitholder Representative with a draft of any such Buyer Prepared Tax Returns that is a Pass-Through Tax Return and other material Tax Return for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than thirty (30) Unitholder Representative’s review and comment at least 30 days prior to the due date for filing of thereof giving effect to any extensions thereto (except where such Tax Returns30-day period is not practical, Parent shall provide the Stockholder Representative with drafts of such Tax Returnsin which case as soon as practical). The parties Buyer shall work together in good faith to resolve incorporate any differences and to reasonable comments of the extent Unitholder Representative on such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Buyer Prepared Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable with respect to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar Buyer Prepared Tax Return received within 20 days of the Unitholder Representative receiving a draft of such Straddle Period Tax Return (except where such 20-day period is not practical, in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and case as soon as practical). (ii) in The Buyer shall prepare the case of all other Taxes, determined as though Pass-Through Tax Returns for any Straddle Period using the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basisinterim closing method under Treasury Regulation Section 1.706-4(a)(3)(iii). (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates The Buyer shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refilingmake, or otherwise modification could cause to be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make made, an election under Section 338 or 336 754 of the Code (or similar provisions any comparable provision of state, local or foreign applicable law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the U.S. federal income Tax Return (or any other applicable Tax Return) of any Group Company that is treated as a partnership for U.S. federal income tax purposes during the taxable period that includes the Closing Date after Date, unless such election already is in effect for such taxable period. (iv) To the Closingmaximum extent allowed under applicable Law, take any action outside of all Transaction Tax Deductions or other payments economically borne by the ordinary course of business other than an action explicitly contemplated by Securityholders or Blocker Sellers pursuant to this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect shall be allocated to a Pre-Closing Tax Period., and any items of income, gain, loss and deduction attributable to transactions outside the Ordinary Course of Business after the time of the Closing shall not be taken into account in a Pre-

Tax Returns. Without limiting Purchaser’s indemnification rights pursuant to Section 11.3(b), after the Closing Date, Purchaser shall (i) The Company shall prepare and timely file, file (or cause to be prepared or timely filed, ) all Tax Returns in with respect of any member of the Company Group to Asset Taxes that are required to be filed (taking into account after the Closing Date that relate to any extension) on or Tax period ending before the Closing DateEffective Date or any Straddle Period on a basis consistent with past practice except to the extent otherwise required by Law; provided that Purchaser shall submit each such Tax Return to Seller for its review and comment reasonably in advance of the due date therefor (other than Tax Returns that are required to be filed contemporaneously with the closing of a Tax period, which shall be provided promptly after filing), and Purchaser shall payincorporate any reasonable comments received from Seller reasonably in advance of the due date therefor and timely file any such Tax Return, and (ii) pay (or cause to be paid) prior to delinquency, all Asset Taxes of relating to any Tax period that ends before or includes the Company Group Effective Date that become due on or before after the Closing Date. Such In the case of any Tax Returns Return described in clause (i) that includes Asset Taxes that are allocable to Seller pursuant to Section 9.1(a), Purchaser shall be prepared by treating items send to Seller a statement that apportions the Asset Taxes shown on such Tax Returns Return between Purchaser and Seller in accordance with Section 9.1(a), and Seller shall promptly pay to Purchaser the amount shown as allocable to Seller on such statement (taking into account, and without duplication of, Asset Taxes effectively borne by Seller as a manner consistent with past practices result of (x) the adjustments to the Purchase Price pursuant to Section 2.3 or Section 8.4, as applicable, and (y) any payments made from one Party to the other in respect of Asset Taxes pursuant to Section 9.1(c)); provided, however, that if such member, except as payment is required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filedmade during the Holdback Period, all Tax Returns for each member of the Company Group for any periods ending on or prior to the Closing Date that are filed after the Closing Date and all Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns such payment shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than thirty disbursed (30) days prior to the due date for filing of such Tax Returns, Parent shall provide the Stockholder Representative with drafts of such Tax Returns. The parties shall work together in good faith to resolve any differences and to the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any Tax Return relating in whole or in part part) from the Indemnity Holdback Escrow in accordance with Section 8.5. The Parties agree that (A) this Section 9.2 is intended to solely address the timing and manner in which certain Tax Returns relating to Asset Taxes are filed and the Asset Taxes shown thereon are paid to the Company with respect applicable taxing authority and (B) nothing within this Section 9.2 shall be interpreted as altering the manner in which Asset Taxes are allocated and economically borne by the Parties (except for any penalties, interest or additions to Tax imposed as a result of any Pre-Closing Tax Period, except as required breach by a Taxing Authority or applicable Law, without the prior written consent Purchaser of the Stockholder Representativeits obligations under this Section 9.2, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreementborne by Purchaser). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Period.

Tax Returns. (i) The Company Sellers or their designees shall prepare and timely file, or cause to be prepared or timely filed, all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable law. (ii) Parent shall prepare and timely file, or cause to be prepared and timely filed, file or cause to be filed all required Tax Returns for each member of relating to the Company Group Conveyed Companies (A) for any periods taxable period ending on or prior to the Closing Date that are filed after before the Closing Date and all (B) for any other taxable period beginning before June 29, 2007. Before filing any such Tax Return, Sellers shall provide Purchasers with a copy of such Tax Return, workpapers and other documentation relevant to the preparation of such Tax Returns for the Company Group for any Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with the most recent Tax Returns of the applicable member of the Company Group. Not later than at least thirty (30) days prior to the due last date for timely filing such Tax Return (giving effect to any valid extensions thereof) accompanied by a statement calculating in reasonable detail Purchaser’s indemnification obligation, if any, pursuant to Section 5.10(a); provided, however, that Sellers shall not be obligated to provide Purchaser with a copy of any Tax Return for which Sellers or their Affiliates do not have filing responsibility under the Tax Sharing Agreement (such returns hereafter referred to as “Tyco-Prepared Returns”) at a date sooner than one (1) day after the actual receipt by them of a copy of such Tax Return. If Purchaser agrees with Sellers’ preparation of such Tax Returns, Parent Purchaser shall provide written notice of their consent to Sellers no later than ten (10) or, in the Stockholder Representative case of Tyco-Prepared Returns, six (6) days prior to the last date for timely filing such Tax Return (giving effect to any valid extensions thereof) and Sellers may file such Tax Returns as prepared. If Purchaser agrees with drafts Sellers’ calculation of Purchaser’s indemnification obligation, Purchaser shall pay to Sellers the amount of Purchaser’s indemnification at the time specified in Section 5.10(a)(v). If Purchaser does not agree with Sellers’ preparation of such Tax ReturnsReturn and/or the calculation of Purchaser’s indemnification obligation, Purchaser shall notify Sellers of its disagreement within ten (10) days of receiving a copy of such Tax Return and Sellers’ calculation. The parties Parties shall work together act in good faith to resolve any differences such dispute. If the Parties cannot resolve such dispute, unless otherwise provided in the next sentence, such dispute shall be resolved in accordance with Section 5.10(g). Notwithstanding Section 5.10(g), if such Tax Return is filed by a party other than Sellers or their Affiliates under the Tax Sharing Agreement, Sellers shall use its reasonable best efforts to represent Purchaser’s interest and to resolve such disagreement with the extent such differences have not been resolved, the principles of Section 2.9 shall apply thereto. Parent shall make any changes to relevant party under the Tax Returns as finally determined pursuant to the preceding sentence and shall file such Tax Returns consistent therewith. For purposes of this Sharing Agreement, the portion of Taxes payable for any Straddle Period allocable to the Pre-Closing Tax Period will be (i) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and . (ii) in the case of Purchaser shall prepare or cause to be prepared and timely file or cause to be filed all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (iii) Except as specifically provided in Section 6.8(b), neither Parent or the Surviving Corporation, nor any of their Affiliates shall (or after the Closing, shall cause or permit the Surviving Corporation to) file, amend, refile or otherwise modify any required Tax Return Returns relating in whole or in part to the Company with respect to any Pre-Closing Tax Period, except as required by a Taxing Authority or applicable Law, without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld or delayed (provided that it shall not be considered unreasonable Conveyed Companies for the Stockholder Representative to withhold consent if such filing, amendment, refiling, or otherwise modification could be expected to result in liability to the Company Equityholders pursuant to this Agreement). Neither Parent nor any of its Affiliates shall make an election under Section 338 or 336 of the Code (or similar provisions of state, local or foreign law) with respect to the transactions contemplated by this Agreement. Neither Parent nor any of its Affiliates shall (or after the Closing, shall permit the Surviving Corporation to) (i) initiate or enter into any voluntary disclosure agreement or program with any Taxing Authority with respect to the Company for any Pre-Closing Tax Period, (ii) on the Closing Date after the Closing, take any action outside of the ordinary course of business all taxable periods other than an action explicitly contemplated by this Agreement or (iii) make or change any Tax election of the Company that has retroactive effect to a Pre-Closing Tax Period.those for which Sellers are responsible for pursuant to