Common use of Tax Returns Clause in Contracts

Tax Returns. (a) Seller shall, at Seller’s expense, prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or 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 Commercial Air Group, in the case of this clause (ii), that is due on or before the Closing Date (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser 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 Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (20) days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxes.

Tax Returns. (ai) Where required or permitted by applicable Law, Seller shallshall cause the Company and the Company Subsidiaries to be included in, at Seller’s expense, prepare and timely file or shall cause to be prepared and timely filed filed, the federal, state, local and foreign consolidated, combined, affiliated, unitary or similar income Tax Returns of Seller (i“Seller Group Returns”) for any Pre-Closing Tax Return of a member Periods of the Company and the Company Subsidiaries. Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or 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 Commercial Air Group, in the case of this clause (ii), that is due on or before the Closing Date (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file file, or cause to be prepared and timely filed filed, all other income Tax Returns of the Company and the Company Subsidiaries for any Pre-Closing Tax Period of the Company and the Company Subsidiaries (other than Straddle Periods) (together with the Seller Group Returns, the “Seller Prepared Returns”). All Seller Prepared Returns shall be prepared consistent with past practice, procedures and accounting methods unless otherwise required by applicable Law; provided, that Seller shall be entitled to reflect all deductions, credits or other similar items with respect to the transactions contemplated by this Agreement in the Pre-Closing Tax Period on such Seller Prepared Returns to the fullest extent permitted by Law. Seller shall timely pay or cause to be timely paid all Taxes with respect to any such Seller Prepared Returns in accordance with Law. (ii) Buyer shall prepare and timely file, or cause to be prepared and timely filed, all non-income Tax Returns with respect to the members of Company and the Commercial Air Group. In Company Subsidiaries that are required to be filed after the case of Closing Date and all income Tax Returns for any such Tax Return for a Pre-Closing Period or a Straddle Period (a together, the “Purchaser Tax ReturnBuyer Prepared Returns”). All Buyer Prepared Returns shall be prepared consistent with past practice, Purchaser procedures and accounting methods unless otherwise required by applicable Law. Subject to Buyer’s right to indemnification for Seller Taxes, Buyer shall prepare timely pay or cause to be prepared timely paid all Taxes with respect to any such Tax Return Buyer Prepared Returns in a manner consistent accordance with past practices of the relevant member of the Commercial Air Group except as may be otherwise required by Law. Purchaser . (iii) Buyer shall deliver to provide Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) with a copy of each Purchaser any Buyer Prepared Return for its review and comment, no later than thirty (30) days (or in the case of a Tax Return at least twenty not related to income Taxes, fifteen (2015) days) prior to the due date for filing such Buyer Prepared Return (giving effect to valid extensions). Seller shall be entitled to provide reasonable comments with respect to such Buyer Prepared Return, which comments shall be considered in good faith by Buyer. (iv) Seller shall provide Buyer with a copy of any Seller Prepared Return other than a Seller Group Return for its review and comment, no later than thirty (30) days prior to the due date thereof for filing such Seller Prepared Return (taking into account any giving effect to valid extensions). Seller Buyer shall be entitled to provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any with respect to such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Prepared Return, any Tax audit or examination which comments shall be considered in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxesgood faith by Seller.

Tax Returns. (ai) Seller shall, at Seller’s expense, prepare and shall timely file or shall cause to be prepared and timely filed when due (itaking into account all extensions properly obtained) any (I) all Income Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group Returns that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) are required to be filed by or with respect to any member of the Commercial Air Group, in the case of this clause (ii), that is due Companies and each Subsidiary for taxable years or periods ending on or before the Closing Date and Seller shall remit, or cause to be remitted, any Taxes shown to be due in respect of such Tax Returns; and (II) all non-Income Tax Returns with respect to the Companies and each Subsidiary that are due on or before the Cut-Off Date, and Seller shall remit, or cause to be remitted, any Taxes shown to be due in respect of such Tax Returns. Buyer (or Seller on Buyer’s behalf if and to the extent provided in the Buyer Transition Services Agreement) shall timely file or cause to be timely filed 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 extensionsTaxes due in respect of such Tax Returns. With respect to Tax Returns to be filed by Seller, unless contrary to Requirements of Law or as otherwise contemplated by this Agreement, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns, in each case if doing so would reasonably be expected to materially adversely affect the Tax liability of Buyer, the Companies, any Subsidiary or any Affiliate thereof for any period after the Cut-Off Date. With respect to Tax Returns to be filed by Buyer that relate, in whole or in part, to Taxable periods ending prior to the Cut-Off Date or any Straddle Period (other than Tax Returns relating to property Taxes for which Buyer is wholly liable), (I) unless contrary to Requirements of Law or as otherwise contemplated by this Agreement, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made, or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns and (II) such Tax Returns shall be submitted to Seller not later than 30 days prior to the due date for filing such Tax Returns (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 sentence or (B) such Tax Returns relate to a Straddle Period ending on the Closing Date. Except as required by LawSeller or Buyer shall pay the other party for the Taxes for which Seller or Buyer, Purchaser shall not amend or revoke respectively, is liable pursuant to paragraph (a) of this Section 7.2 but which are payable with any Tax Return described 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 immediately preceding sentence computation of the amount owed by Seller or Buyer, as the case may be, but in no event shall such payment be requested earlier than 15 business days prior to the due date for paying such Taxes. (ii) None of Buyer or any Affiliate of Buyer shall (or shall cause or permit the Companies or any notification Subsidiary to) amend, refile or election otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Return relating thereto) in whole or in part to the Companies or any Subsidiary with respect to any taxable year or period ending on or before the Cut-Off Date without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller. Purchaser None of Buyer or any Affiliate of Buyer shall promptly provide (or shall cause to be providedor permit the Companies or any Subsidiary to) to Seller any information already in the possession of the members of the Commercial Air Group amend, refile or Purchaser reasonably requested by Seller to facilitate the preparation and filing otherwise modify (or grant an extension of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be preparedstatute of limitation with respect to) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required relating in whole or in part to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file the Companies or cause to be prepared and timely filed all Tax Returns any Subsidiary with respect to the members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser 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 Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (20) days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (Seller, which consent shall may not be unreasonably withheld, conditioned withheld or delayed; provided, however, that in the case of any Straddle Period ending on the Closing Date (other than 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. (ciii) Notwithstanding anything Buyer shall promptly cause each of the Companies and each Subsidiary to prepare and provide to Seller a package of Tax information materials, including, without limitation, schedules and work papers (the “Tax Package”) required by Seller to enable Seller to prepare and file all Tax Returns required to be prepared and filed by it pursuant to paragraph (b)(i). The Tax Package shall be completed in accordance with past practice, including past practice as to providing such information and as to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return method of computation of separate taxable income or copy other relevant measure of any Tax Return income of (i) any member each of the Companies and each Subsidiary. Buyer shall cause the Tax Package to be delivered to Seller Group or (ii) a consolidated, combined or unitary group that includes any member of within 60 days after the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to TaxesClosing Date.

Tax Returns. (a) Seller shallExcept as disclosed in Schedule 2.14, at Seller’s expense, prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) all material Returns required to be filed by prior to Closing for taxable periods ending on or prior to the Closing Date by, or with respect to any member of activities of, the Commercial Air GroupCompany and the Transferred Subsidiaries have been or will be filed in accordance with all applicable laws, in the case of this clause (ii), that is and all Taxes shown to be due on such Returns have been or before the Closing Date (taking into account any extensions)will be paid prior to Closing. All such Returns have been or will be correct in all material respects. Except as required by Lawset forth on Schedule 2.14 attached hereto, Purchaser shall not amend there is no action, suit, taxing authority proceeding or revoke any Tax Return described audit with respect to Taxes that is or could likely be material in amount now in progress, pending or threatened in writing against or with respect to the immediately preceding sentence (or any notification or election relating thereto) without Company and the prior written consent of SellerTransferred Subsidiaries. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession Each of the members of Company and the Commercial Air Group Transferred Subsidiaries has withheld and paid over to the applicable Taxing Authority all Taxes that are or Purchaser reasonably requested by Seller would likely be material in amount and that are due and owing with respect to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a)amount paid to any independent contractor, and Purchaser shall use commercially reasonable efforts to prepare (employee, shareholder, creditor or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Groupother party. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a)as set forth on Schedule 2.14, Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the members none of the Commercial Air Group. In the case Company or any Transferred Subsidiary has currently in effect any waiver of any such statute of limitations or granted any extension of time in which any material Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser 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 Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (20) days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Sellerassessed. Except as required by Lawset forth on Schedule 2.14, Purchaser shall not amend or revoke any such Purchaser Tax Returns (none of the Company or any notification or election relating thereto) without Transferred Subsidiary is currently the prior written consent beneficiary of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)any extension for filing a Return. (c) Notwithstanding anything Except as set forth on Schedule 2.14, none of the Company or any Transferred Subsidiary is a party to any agreement which could obligate the contrary in this Agreement, Seller shall Company or any Transferred Subsidiary to pay any amount that would not be required to provide deductible under Code ss.280G. (d) No claim has been made in the last five years by any Person with Taxing Authority in any Tax Return or copy of jurisdiction where any Tax Return of (i) any member of the Seller Group Company or any Transferred Subsidiaries do not file Returns that such entity is or may be subject to taxation by that jurisdiction. (iie) The Company is not, and has not been within the previous five years, a consolidated, combined or unitary group that includes any member "United States real property holding company" within the meaning of Code ss.897(c). (f) The reserve for Taxes accrued on the balance sheet of the Seller Group (or any Combined Company as of August 28, 1997 has been established in accordance with GAAP and the unpaid Taxes of the Company and the Transferred Subsidiaries will not, as of the Closing Date, exceed such reserve, adjusted for results of operations, changes in the rate of Tax Return), except, and the passage of time in each case such Tax Returns reasonably requested by any Person in connection accordance with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to TaxesCompany's past practice.

Tax Returns. Except as would not reasonably be expected to have a Material Adverse Effect and except as set forth on Schedule 3.13 to the 2013 Credit Agreement: (a) Seller shallEach of Holdings (prior to a Qualified IPO), at Seller’s expense, prepare the U.S. Borrower and timely file or shall cause to be prepared and timely filed the Subsidiaries (i) any has timely filed or caused to be timely filed all federal, state, local and non-U.S. Tax Return of returns required to have been filed by it that are material to such companies taken as a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined whole and each such Tax Return) return is true and correct in all material respects and (ii) any Tax Return (other than any Combined Tax Return) required has timely paid or caused to be filed timely paid all Taxes shown thereon to be due and payable by it and all other material Taxes or assessments, except Taxes or assessments that are being contested in good faith by appropriate proceedings in accordance with Section 5.03 and for which Holdings (prior to a Qualified IPO), the U.S. Borrower or any of the Subsidiaries (as the case may be) has set aside on its books adequate reserves in accordance with GAAP; (b) Each of Holdings (prior to a Qualified IPO), the U.S. Borrower and the Subsidiaries has paid in full or made adequate provision (in accordance with GAAP) for the payment of all Taxes due with respect to all periods or portions thereof ending on or before December 31, 2012 (except Taxes or assessments that are being contested in good faith by appropriate proceedings in accordance with Section 5.03 and for which Holdings, the U.S. Borrower or any of the Subsidiaries (as the case may be) has set aside on its books adequate reserves in accordance with GAAP); and (c) As of the Closing Date, with respect to each of Holdings, the U.S. Borrower and the Subsidiaries, (i) there are no claims being asserted in writing with respect to any member of the Commercial Air GroupTaxes, in the case of this clause (ii), that is due on ) no presently effective waivers or before the Closing Date (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent extensions of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession statutes of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns limitations with respect to Taxes have been given or requested and (iii) no Tax returns are being examined by, and no written notification of intention to examine has been received from, the members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser 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 Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (20) days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (Internal Revenue Service or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)other Governmental Authority. (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxes.

Tax Returns. (a) Seller shallOther than Tax returns and reports for which the failure to file would not result in a Material Adverse Effect, at Seller’s expensethrough the Effective Date the Company has filed all federal, prepare state, county, local and timely foreign Tax returns and reports which it is required to file under Applicable Law, whether for itself or shall cause in consolidation with Affiliates, and solely with respect to be prepared the Company, such returns and reports are correct and complete, in all material respects, and timely filed (iincluding 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 has paid for all premium Taxes which are owed or estimated to be 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 investigations by any governmental authority with respect to any separate Tax returns filed solely by the Company or any income, loss or deduction items of the Company 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 a member return of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) Company required to be filed by or with respect to any member of the Commercial Air Group, in the case of this clause (ii), that is due on or before the Closing Date Effective Date. There is no Lien for Taxes (taking into account any extensions). Except as required by Law, Purchaser shall other than for Taxes not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation yet due and filing of any Tax Returns described in this Section 7.3(apayable), and Purchaser shall use commercially reasonable efforts to prepare (whether imposed by any federal, state, county or cause to be prepared) such information in a manner and on a timeline requested by Sellerlocal taxing authority, which information and timeline shall be consistent with outstanding against the past practice of Company’s assets, properties or business. Neither the relevant member of Company nor the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller has ever made an election pursuant to Section 7.3(a), Purchaser shall prepare and timely file 1362 or cause to be prepared and timely filed all Tax Returns with respect to the members Section 341(f) of the Commercial Air Group. In Internal Revenue Code of 1986, as amended (the case of any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser Tax ReturnCode”), Purchaser shall prepare that the Company be taxed as a Subchapter S corporation or cause a collapsible corporation. Through the Closing Date, the Company’s net operating losses for federal income tax purposes as set forth in the Annual Financial Statements are not subject to be prepared such Tax Return in a manner consistent with past practices any limitations imposed by Section 382 of the relevant member of the Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (20) days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Code. (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxes.

Tax Returns. (a) Seller shallRepresentative shall prepare, at Seller’s expense, prepare and timely file or shall cause to be prepared and timely filed prepared, (i) any Tax Return of a member of at the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax ReturnSellers’ sole expense) and (ii) any file, or cause to be filed, all Pass-Through Tax Return (other than any Combined Tax Return) Returns required to be filed by or with respect to any member of the Commercial Air Group, in the case of this clause (ii), that is due on or before Company after the Closing Date (taking into account any extensions) with respect to taxable period ending on or before the Closing Date ( “Seller Tax Returns”). Except as Any such Seller Tax Returns shall be prepared in a manner consistent with past practice (unless otherwise required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall be submitted by Seller Representative to Buyer (together with schedules, statements and, to the extent requested by ▇▇▇▇▇, supporting documentation) at least 45 days prior to the due date (including extensions) of such Seller Tax Return. If Buyer objects to any item on any Seller Tax Return, it shall, within 10 days after delivery of such Tax Return, notify Seller Representative in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Buyer and Seller Representative shall negotiate in good faith and use commercially reasonable efforts to prepare resolve such items. If ▇▇▇▇▇ and Seller Representative are unable to reach such agreement within 10 days after receipt by ▇▇▇▇▇ of such notice, the disputed items shall be resolved by the Independent Accountant and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Seller Representative and then amended (or cause other similar applicable procedure), to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be prepared) such information in a manner borne equally by ▇▇▇▇▇ and Seller Representative (on behalf of ▇▇▇▇▇▇▇). Sellers shall pay (or make arrangements with Buyer to pay or reimburse Buyer or the Company), any Taxes as may be reflected as due and owing on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air GroupSeller Tax Return. (b) Except for any Seller Tax Return required to be prepared by Seller Returns pursuant to Section 7.3(a7.01(a), Purchaser Buyer shall prepare and timely file prepare, or cause to be prepared and timely filed prepared, all Tax Returns required to be filed by the Company after the Closing Date (taking into account any extensions) with respect to (i) a taxable period ending on or before the members of the Commercial Air Group. In the case of Closing Date and (ii) any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser Buyer Tax ReturnReturns”), Purchaser . Any such Buyer Tax Return shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant member of the Commercial Air Group except as may be practice (unless otherwise required by Law. Purchaser ) and shall deliver be submitted by Buyer to Seller for its reviewRepresentative (together with schedules, comment and approval (which approval shall not be unreasonably withheldstatements and, conditioned or delayedto the extent requested by Seller Representative, supporting documentation) a copy of each Purchaser Tax Return at least twenty (20) 45 days prior to the due date thereof (taking into account including extensions) in relation to a Buyer Tax Return that relates to income Taxes, and, as soon as reasonably practical with respect to any extensionsother Buyer Tax Returns. If Seller Representative objects to any item on any such Tax Return, it shall, within 10 days after delivery of such 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 such objection. If a notice of objection shall be duly delivered, Buyer and Seller Representative shall negotiate in good faith and use commercially reasonable efforts to resolve such items. If ▇▇▇▇▇ and Seller Representative are unable to reach such agreement within 10 days after receipt by ▇▇▇▇▇ of such notice, the disputed items shall be resolved by the Independent Accountant and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Buyer and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally by ▇▇▇▇▇ and Seller Representative (on behalf of ▇▇▇▇▇▇▇). Seller shall provide any comments to Purchaser within ten (10) days of receipt In conjunction with the filing of any such Purchaser Buyer Tax Return and Purchaser Return, Sellers shall revise such Purchaser Tax Return pay or remit to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns Buyer (or the Company) their share of any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)unpaid Taxes attributable to a Pre-Closing Tax Period as determined under this Agreement. (c) Notwithstanding anything The Parties agree that any Transaction Tax Deductions shall be allocated to taxable periods (or portions thereof) ending before or on the Closing Date to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return maximum extent permitted by applicable Law (as determined using a “more likely than not” or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Returnhigher standard), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxes.

Tax Returns. (a) Seller shall, at Seller’s expense, prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or 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 Commercial Air Group, in the case of this clause (ii), that is due on or before the Closing Date (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed when due (taking into account all extensions properly obtained) all Combined Tax Returns that are required to be filed by it, which returns shall properly include and reflect the taxable income of the Company for the Pre-Closing Taxable Period that includes the Closing Date, and, subject to the provisions of Section 7.1, Seller shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. Buyer shall furnish or cause to be furnished information to Seller as reasonably requested by Seller to allow Seller to satisfy its obligations under this Section 7.2 in accordance with past custom and practice. (b) Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns (i.e., Tax Returns other than Combined Tax Returns described in Section 7.2) that are first due and required to be filed after the Closing Date with respect to the members operations of the Commercial Air Group. In the case of any such Tax Return Company for a Pre-Closing Period or a Straddle Period (a “Purchaser Tax Return”)Taxable Periods and, Purchaser subject to the provisions of Section 7.1, the Buyer shall prepare remit or cause to be prepared remitted any Taxes due in respect of such Tax Return Returns. Any such Tax Returns (x) shall be prepared and filed in a manner consistent with Seller’s past practices of the relevant member of the Commercial Air Group except as may practice with respect to such Tax Returns, and no position shall be otherwise taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns, in each case unless required by Law. Purchaser Law and (y) shall deliver be submitted to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least later than twenty (20) days prior to the due date thereof for filing such Tax Returns (taking into account any extensions)or, if such due date is within twenty (20) days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Seller, which approval may not be unreasonably withheld, delayed or conditioned and which approval shall relate solely to matters for which Seller is liable pursuant to this Agreement or that otherwise would affect the Tax position of the Seller, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (x) of this sentence. Seller shall provide furnish information to Buyer as reasonably requested by Buyer to allow Buyer to satisfy its obligations under this Section 7.2 in accordance with past custom and practice. (c) Seller or Buyer (as the case may be) shall pay the other for the Taxes for which Seller or Buyer, respectively, is liable pursuant to Section 7.1 but which are payable with any comments Tax Return to Purchaser be filed by Seller, on the one hand, or Buyer, on the other hand, pursuant to this Section 7.2, within ten (10) days of receipt receiving the written request of the party entitled to payment, setting forth in reasonable detail the computation of the amount owed by Seller, on the one hand, or Buyer, on the other hand (as the case may be), but in no event more than ten (10) days prior to the due date for paying such Taxes. (d) Buyer shall not, and shall not permit the Company to, amend, re-file or otherwise modify (or grant an extension of any such Purchaser statute of limitation with respect to) any Income Tax Return and Purchaser shall revise such Purchaser Tax Return of the Company with respect to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) Pre-Closing Taxable Period without the prior written consent of Seller (Seller, which consent shall not may be unreasonably withheldwithheld in the sole discretion of Seller. If Buyer or Seller desires to amend, conditioned re-file or delayed). otherwise modify (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy grant an extension of any statute of limitations with respect to) any Income Tax Return of the Company for a Straddle Period, the other party shall cooperate in good faith in connection therewith unless (i) any member of the Seller Group or other party would be adversely affected thereby and (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case adverse effect to such Tax Returns reasonably requested by any Person in connection with other party would outweigh the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating potential benefit to Taxesthe party desiring to take such action.

Tax Returns. (a) Following the Closing, Seller shall, at Seller’s expense, prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or 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 Commercial Air Group, in the case of this clause (ii), that is due on or before the Closing Date (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser Tax Return”), Purchaser shall prepare or cause to be prepared at its own expense, and Buyer and Seller shall take such actions necessary to cause to file when due (taking into account all extensions validly obtained), all Tax Returns of the Company for any taxable period ending on or before the Closing Date that are to be filed after the Closing. All such Tax Return Returns shall be prepared and filed in a manner consistent with past practices of the relevant member of the Commercial Air Group except as may be practice, unless otherwise required by applicable Law. Purchaser Seller shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy draft of each Purchaser such Tax Return that pertains to a Company-level Tax to Buyer for review and comment at least twenty (20) days prior to the date such Tax Return is to be filed and shall consider in good faith all reasonable comments on such Tax Return made by the Purchaser no less than five (5) days prior to such filing due date thereof under applicable Law. (b) Following the Closing, Buyer shall file, or cause to be filed, when due (taking into account all extensions validly obtained) all Tax Returns that are required to be filed by the Company that relate to a Straddle Period (excluding any extensionsincome Tax Returns). Seller All such Tax Returns shall provide any comments to Purchaser within ten (10) days be prepared and filed in a manner consistent with past practice, unless otherwise required by applicable Law. Buyer shall deliver a draft of receipt of any each such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Seller for review and comment at least twenty (20) days prior to the date such Tax Return is to be filed and shall make such revisions to such Tax Returns as are reasonably requested by Seller no less than five (5) days prior to such filing due date under applicable Law. (c) Except as required by Lawspecifically provided in Section 6.3(b), Purchaser Buyer shall not, and shall not permit or cause the Company or any Affiliate of Buyer to, (i) file or amend or revoke any such Purchaser Tax Returns (or cause to be filed or amended), or grant an extension of any notification statute of limitation with respect to, any Tax Return of the Company that pertains to a Pre-Closing Tax Period, (ii) initiate or enter into any voluntary disclosure agreement with any Governmental Authority that pertains to a Pre-Closing Tax Period, (iii) make any election relating theretoaffecting the Company that pertains to a Pre-Closing Tax Period, or (iv) take any other action that could increase Seller’s (or its Affiliates’) liability for Taxes to any Governmental Authority or to Buyer under this Agreement, in each case without the prior written consent of Seller (which such consent shall not to be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxes.

Tax Returns. (a) Seller shall, at Seller’s expense, shall prepare and timely file or shall cause to be prepared and timely filed (i) any all Tax Return Returns of a member of or with respect to the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (Company or any Combined Tax Return) of its Subsidiaries that are required to be filed on or after the date hereof and on or before the Closing Date and (ii) all Tax Returns for income, franchise or similar Taxes (such Taxes, “Income Taxes” and such Tax Returns, the “Income Tax Returns”) of or with respect to the Company or any of its Subsidiaries for any Pre-Closing Tax Return Period, regardless of when such Income Tax Returns are required to be filed. (other than any Combined b) Except as otherwise provided in this Article 8, Buyer shall prepare or cause to be prepared all Tax Return) Returns that are required to be filed by or with respect to the Company or any member of its Subsidiaries for any Tax period ending after the Commercial Air Group, in the case of this clause Closing Date. (ii), that is due c) Any Tax Return required to be filed on or before after the Closing Date with respect to the Company or any of its Subsidiaries relating to any Pre-Closing Tax Period shall be submitted (with copies of any relevant schedules and work papers with respect to such Tax Returns then available) by the party responsible pursuant to this Agreement for preparing such Tax Return (the “Preparing Party”) to the other party (the “Non-Preparing Party”) for the Non-Preparing Party’s approval not less than 20 days prior to the due date for the filing of such Tax Return (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser 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 Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser . Notwithstanding the foregoing, if any such Tax Return includes Seller or any of its Subsidiaries other than the Company and its Subsidiaries, (each, a “Seller Group Return”), then such Seller Group Return (and the relevant schedules and workpapers with respect to such Seller Group Return) shall not be required to be submitted (including in redacted form), and in lieu thereof, a pro forma Tax Return for the Tax period covered by such Seller Group Return reflecting solely the Company and its Subsidiaries, as applicable (each, a “Pro Forma Return”) shall be submitted (with copies of any relevant schedules and workpapers with respect to such Pro Forma Return), which Pro Forma Return shall include sufficient information, as reasonably agreed upon by Seller and Buyer, to permit the determination of the Tax assets and liabilities of the Company and its Subsidiaries, as applicable, on a separate basis for such Tax period. The Non-Preparing Party shall be entitled to provide to the Preparing Party, at any time at least twenty (20) 10 days prior to the due date thereof (taking into account any extensions). Seller shall provide any , written comments to Purchaser within ten (10) days of receipt of any on such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except. The Preparing Party shall, in each case preparing such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any cause the items for which the Non-Preparing Party is liable hereunder to be reflected in accordance with the Non-Preparing Party’s comments to the fullest extent possible (unless, in the opinion of nationally recognized accounting firm advising the Preparing Party, the resulting Tax audit or examination position on such Tax Return would not be more likely than not to prevail if challenged by a Taxing Authority) and, in connection the absence of having received such comments, in accordance with an administrative or judicial proceeding involving a Tax authority relating past practice, if any, to Taxesthe extent permissible under applicable Law.

Tax Returns. (a) Seller shall, at Seller’s expense, prepare and timely file or shall cause With respect to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) Returns required to be filed by by, or with respect to, the Company and the Transferred Subsidiaries for Pre-Closing Taxable Periods or Straddle Periods: (i) The Seller and the Parent shall timely prepare and file or cause to any member of be timely prepared and filed when due (A) all Tax Returns that are required to be filed by, or with respect to, the Commercial Air Group, in Company and the case of this clause (ii), Transferred Subsidiaries that is are due after the date hereof and on or before the Closing Date (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(aall extensions properly obtained), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be preparedB) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the members of the Commercial Air Group. In the case of Company and any such Tax Return Transferred Subsidiary for a any Straddle Periods or any Pre-Closing Period Taxable Periods that are due after the Closing Date (taking into account all extensions properly obtained) to the extent such Tax Returns are filed on a consolidated, unitary or a Straddle Period combined basis with the Parent, any Affiliate of the Parent, the Seller or any Retained Affiliate and, in each case, the Parent and the Seller shall pay (a “Purchaser Tax Return”), Purchaser shall prepare or cause to be prepared paid), subject to the provisions of Section 8.02(c), all Taxes for such taxable periods within the time and manner prescribed by applicable Law. (ii) Except for Tax Returns described in clause (i)(B) above and subject to the provisions of Section 8.01(a) and Section 8.02(c), with respect to Tax Returns for any Pre-Closing Taxable Periods that are due after the Closing Date (taking into account all extensions properly obtained), (A) prior to the Closing Date, the Seller and the Parent shall cause the Company and the Transferred Subsidiaries to commence preparing such Tax Returns within the time and substantially adhering to the schedule that the Company and the Transferred Subsidiaries have typically followed in having such Tax Returns prepared, and (B) after the Closing Date, subject to Section 8.02(b), the Acquiror shall cause the Company and the Transferred Subsidiaries to finalize and timely file such Tax Returns (taking into account all extensions properly obtained) and pay the Taxes due with such Tax Returns within the time and manner prescribed by applicable Law. (iii) Except as provided in clause (i)(B) above and subject to the provisions of Section 8.01(a) and Section 8.02(c), with respect to any Tax Return for any Straddle Period, the Acquiror shall cause the Company and the Transferred Subsidiaries to prepare and timely file such Tax Returns (taking into account all extensions properly obtained) and pay the Taxes due with such Tax Returns within the time and manner prescribed by applicable Law. (iv) With respect to all Tax Returns of the Company and the Transferred Subsidiaries that are required to be filed with the United States or any state or locality of the United States for taxable periods beginning on or before January 1, 2010, Parent shall permit and grant access to the Company and the Transferred Subsidiaries to use, and the Seller (prior to Closing) and the Acquiror (after Closing) shall cause the Company and the Transferred Subsidiaries to use, all of Parent’s licensed software and hardware (at no charge) for the purpose of preparing such Tax Returns (or, in the case of Tax Returns filed on a consolidated, unitary or combined basis with Parent, any affiliate of Parent, the Seller or any Retained Affiliate, the pro forma portion of such Tax Returns that relate solely to the Company or the Transferred Subsidiaries, as applicable), and Parent shall take all necessary actions to permit the Company and the Transferred Subsidiaries to use such licensed software and hardware during the Company’s and the Transferred Subsidiary’s normal business hours consistent with past practices and in a manner that will permit the Company and the Transferred Subsidiaries to comply with the requirements of Section 8.02, including Section 8.02(b)(iii). (b) With respect to Tax Returns required to be prepared and filed (or caused to be prepared and filed) under Section 8.02: (i) Except as required by applicable Law, a Determination, or otherwise inconsistent with any provision of this Agreement, such Tax Returns shall be prepared and filed in a manner consistent with past practices and no party shall take a position, seek a ruling, make an election or adopt a method that is or would be inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns; provided, however, that in no event shall the Parent, any Affiliate of the relevant member Parent, the Seller, any Retained Affiliate, the Company, or any Transferred Subsidiary take any position or prepare or file any Tax Return that is contrary to or inconsistent with the past practices of the Commercial Air Group Company or Transferred Subsidiaries, as relevant, regarding the matters subject to the indemnity provided in Section 8.07 except to the extent such position or preparation is (A) set forth in Section 6.01(z)(xix) of the Seller Disclosure Letter as may of the date hereof, (B) otherwise mutually agreed to in writing by Parent and the Acquiror, (C) required to correct an immaterial mathematical or posting error with respect to Insurance Tax Reserves of the Company or any Transferred Subsidiary, or (D) required as a result of the resolution of the Japanese Contingency Reserve Matter. (ii) With respect to any Tax Return described in Section 8.02(a)(i) that is required to be otherwise required by Law. Purchaser filed on or after the date hereof, within ten (10) Business Days after filing, the Seller shall deliver submit to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) the Acquiror a copy of each Purchaser such Tax Return at least twenty (20and with respect to Tax Returns filed on a combined, consolidated, unitary or group basis that include the Parent, Seller or a Retained Affiliate, a pro forma copy of such Tax Return for the Company or any Transferred Subsidiary that is included on such return). (iii) days With respect to Tax Returns required to be filed with respect to the Company or any Transferred Subsidiary described under Section 8.02(a)(i)(B) (to the extent filed after the Closing Date) and Section 8.02(a)(ii), the Acquiror shall cause the Company and the Transferred Subsidiaries to submit to the Seller a draft copy of such Tax Return (or with respect to a combined, consolidated, unitary or other group basis return, a pro forma copy of the Company’s or Transferred Subsidiary’s portion of such Tax Return) as soon as reasonably practical and no later than the number of Business Days prior to the due date thereof for filing such Tax Return set forth below, in each case, unless commercially impractical or not possible. The number of Business Days prior to the due date for filing such Tax Returns referred to in the preceding sentence shall be (taking into account A) forty-five (45) Business Days in the case of the U.S. federal income tax return of the Parent Group that includes the Company for the taxable period of the Company ending on November 30, 2009; (B) thirty (30) Business Days in the case of state, local or non-U.S. Tax Returns filed on a consolidated, unitary or combined basis with the Parent, the Seller or any extensions). Seller shall provide Retained Affiliate, (C) thirty (30) Business Days in the case of U.S. federal, state or local Tax Returns of the Company not described in sub-clause (B) above for the taxable year beginning January 1, 2010 and for the U.K. corporate income tax return of the Company for any comments to Purchaser within taxable period beginning on or before January 1, 2010, and (D) ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return Business Days in all other cases. With respect to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (required to be filed by the Company or any notification or election relating theretoTransferred Subsidiary described in Section 8.02(a)(ii), (y) without the prior written consent of Seller (which consent Acquiror shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide make any Person with any changes required by the Seller to such Tax Return that are not contrary to the provisions of Section 8.02(b)(i) or copy of any Tax Return of Section 8.07 and, (iz) any member of the Seller Group or (ii) a consolidated, combined or unitary group and Parent each covenant that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such all Tax Returns reasonably requested by any Person described in connection with the preparation of any Tax Return, any Tax audit or examination Section 8.02(a)(ii) shall be true and correct in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxesall material respects when filed.

Tax Returns. (ai) Seller shallExcept as otherwise provided in Section 7.8(b) above, at Seller’s expense, Company shall prepare and timely file file, or shall cause to be prepared and timely filed (i) any filed, when due all Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group Returns that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) are required to be filed by or with respect to Company or any member of the Commercial Air Group, in the case of this clause (ii), that is due its subsidiaries on or before prior to the Closing Date (taking into account any extensions). Except as required by LawDate, Purchaser and Company shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (timely remit, or cause to be provided) to Seller timely remitted, any information already Taxes due in the possession respect of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any such Tax Returns. All such Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information prepared in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice unless contrary to any applicable Legal Requirements. Notwithstanding anything in this Agreement to the contrary, no Company Stockholder (other than a duly authorized officer appointed by Parent or other duly authorized Representative of the relevant member Surviving Corporation or any of its subsidiaries, in his or her capacity as such) shall file any Tax Return after the Commercial Air GroupClosing Date with respect to Company or any of its subsidiaries, or with respect to the business or assets of Company or any of its subsidiaries. (bii) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser Parent shall prepare and timely file file, or cause to be prepared and timely filed filed, when due all Tax Returns that are required to be filed by or with respect to Company or any of its subsidiaries after the members of Closing Date but which relate to taxable years or periods, or portions thereof, beginning before the Commercial Air Group. In the case of Closing Date (provided, however, that Parent shall not amend any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser previously filed Tax Return”, except as otherwise follows the procedures provided in this Section 7.8(c)(ii) or to the extent required by applicable Legal Requirements), Purchaser . All such Tax Returns shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant member of the Commercial Air Group practice, except as may be otherwise required by Lawapplicable Legal Requirements. Purchaser shall deliver to Seller for its review, comment and approval Not later than thirty (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (2030) days prior to the due date thereof for filing of any such Tax Return (taking into account any extensionsextensions thereof), Parent shall provide the Stockholders’ Representative with a copy of such Tax Return for review and comment. With respect to any item on any such Tax Return that would reasonably be expected to give rise to a claim for indemnification under this Agreement (pursuant to Section 7.8(f) or otherwise), Parent will agree to any reasonable changes proposed by the Stockholders’ Representative. (iii) Parent shall promptly notify the Stockholders’ Representative in writing of the commencement of any audit or examination of any Tax Return of the Company for any taxable year or period ending on or prior to the Closing Date and any other proposed change or adjustment, claim, dispute, arbitration or litigation that, if sustained, would reasonably be expected to give rise to a claim for indemnification under this Agreement (pursuant to Section 7.8(f) or otherwise) (a “Tax Claim”). Seller Such notice shall provide describe the asserted Tax Claim in reasonable detail and shall include copies of any comments to Purchaser within ten (10) days of receipt notices and other documents received from any Taxing Authority in respect of any such Purchaser asserted Tax Return Claim. The Stockholders’ Representative shall have the right to control any Tax Claims in the Tax audit or examination stage; provided, however, that the Stockholders’ Representative shall inform Parent of the status and Purchaser progress of such Tax audit or examination and shall revise allow Parent and its representatives a reasonable opportunity to review and comment on any legal submissions prior to submission or other written legal responses in connection with such Purchaser Tax Return audit or examination; provided further, however, that Parent will have the opportunity to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke participate in any such Purchaser audit or examination at its expense. If a Tax Returns (Claim relating solely to a taxable year or period ending on or prior to the Closing Date is not settled at the Tax audit or examination stage, the Stockholders’ Representative shall have the right to control any notification or election further contest of such Tax Claim and, if it exercises such right, shall bear the expenses relating thereto; provided, however, that Parent will have the opportunity to participate in any such contest at its expense. The Stockholders’ Representative may not settle any Tax Claim (either at the audit or examination stage or thereafter) without the prior first obtaining Parent’s written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Parent shall control any audit, examination or proceeding, or portion thereof, that is not otherwise covered by this Section 7.8(c)(iii). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxes.

Tax Returns. (ai) The Seller shallshall (A) prepare or cause to be prepared, at Seller’s expensein a manner consistent with past practice (except as required by applicable Law or except as would not reasonably be expected to have a significant adverse effect on the Company following Closing), prepare and shall timely file or shall cause to be prepared and timely filed when due (itaking into account all extensions properly obtained) any all Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group Returns that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) are required to be filed by or with respect to any member of the Commercial Air Group, in the case of this clause (ii), that is due on or before Company after the Closing Date for any Pre-Closing Period (taking into account any extensions). Except as required by Lawincluding income Tax Returns for periods for which a consolidated, Purchaser shall not amend unitary or revoke any combined income Tax Return described in of the immediately preceding sentence Seller will include the operations of the Company solely for any Pre-Closing Period) and (or any notification or election relating theretoB) without the prior written consent of Seller. Purchaser shall promptly provide (remit or cause to be providedremitted any Taxes shown to be due in respect of such Tax Returns. (ii) to Seller any information already in The Buyer and the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser Company shall use commercially reasonable efforts to (A) prepare (or cause to be prepared) such information , in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of (except as required by applicable Law or except as would not reasonably be expected to have a significant adverse effect on the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(aCompany), Purchaser and shall prepare and timely file or cause to be prepared and timely filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the members Company after the Closing Date for any Straddle Period (other than income Tax Returns for periods for which a consolidated, unitary or combined income Tax Return of the Commercial Air GroupSeller will include the operations of the Company solely for any Pre-Closing Period), and (B) remit or cause to be remitted any Taxes shown to be due in respect of such Tax Returns. In the case The Buyer shall furnish Seller with a completed copy of any such Tax Return for a Pre-Closing Period or a Straddle Period Returns (a “Purchaser Tax Return”)or, Purchaser shall prepare or cause to be prepared the extent such Tax Return in is filed on a manner consistent with past practices combined, unified, or consolidated basis, a pro forma Tax Return of the relevant member of the Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller Company), for its reviewSeller’s review and comment, comment and approval not later than ten (which approval shall not be unreasonably withheld, conditioned or delayed10) a copy of each Purchaser Tax Return at least twenty (20) days prior to Business Days before the due date thereof for filing such Tax Return (taking into account any extensionsall extensions properly obtained), including a detailed computation of the amount owed by the Seller, and the Buyer and the Company shall make all changes reasonably requested by the Seller at least five (5) Business Days prior to such filing due date. The Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything pay to the contrary in this Agreement, Buyer all Taxes for which the Seller shall not be required is liable pursuant to provide any Person Section 7.7(a)(i) hereof but which are payable with any Tax Return or copy of any Tax Return of (ito be filed by the Buyer pursuant to this Section 7.7(c) any member promptly upon the written request of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to TaxesBuyer.

Tax Returns. Except as would not reasonably be expected to have a Material Adverse Effect and except as set forth on Schedule 3.13 to the November 2006 Credit Agreement: (a) Seller shallEach of Holdings (prior to a Qualified IPO), at Seller’s expense, prepare the U.S. Borrower and timely file or shall cause to be prepared and timely filed the Subsidiaries (i) any has timely filed or caused to be timely filed all federal, state, local and non-U.S. Tax Return of returns required to have been filed by it that are material to such companies taken as a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined whole and each such Tax Return) return is true and correct in all material respects and (ii) any Tax Return (other than any Combined Tax Return) required has timely paid or caused to be filed timely paid all Taxes shown thereon to be due and payable by it and all other material Taxes or assessments, except Taxes or assessments that are being contested in good faith by appropriate proceedings in accordance with Section 5.03 and for which Holdings (prior to a Qualified IPO), the U.S. Borrower or any of the Subsidiaries (as the case may be) has set aside on its books adequate reserves in accordance with GAAP; (b) Each of Holdings (prior to a Qualified IPO), the U.S. Borrower and the Subsidiaries has paid in full or made adequate provision (in accordance with GAAP) for the payment of all Taxes due with respect to all periods or portions thereof ending on or before the November 2006 Amendment Effective Date (except Taxes or assessments that are being contested in good faith by appropriate proceedings in accordance with Section 5.03 and for which Holdings, the U.S. Borrower or any of the Subsidiaries (as the case may be) has set aside on its books adequate reserves in accordance with GAAP); and (c) as of the November 2006 Amendment Effective Date, with respect to each of Holdings, the U.S. Borrower and the Subsidiaries, (i) there are no claims being asserted in writing with respect to any member of the Commercial Air GroupTaxes, in the case of this clause (ii), that is due on ) no presently effective waivers or before the Closing Date (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent extensions of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession statutes of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns limitations with respect to Taxes have been given or requested and (iii) no Tax returns are being examined by, and no written notification of intention to examine has been received from, the members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser 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 Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (20) days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (Internal Revenue Service or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)other Taxing Authority. (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxes.

Tax Returns. (a) Seller shall, at Seller’s expense, prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or 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 Commercial Air Group, in the case of this clause (ii), that is due on or before the Closing Date (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser Tax Return”), Purchaser shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices (i) all Tax Returns of the relevant member Acquired Companies for all Tax periods ending on or before the Closing Date that are required to be filed after the Closing Date, and (ii) all Tax Returns of the Commercial Air Group except as may be otherwise required by Law. Acquired Companies for all Straddle Periods, and Purchaser shall deliver file (or cause to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayedfiled) a copy of each Purchaser all such Tax Return at Returns. At least twenty (20) days prior to the due date thereof (taking into account for filing any extensions). such Tax Return, Seller shall provide any comments to Purchaser within ten (10) days submit a copy of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any Purchaser for Purchaser’s review and comment and shall make all reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any revisions to such Purchaser Tax Returns requested by Purchaser. (b) Neither Purchaser nor any of its Affiliates (including after Closing, the Acquired Companies) shall, without prior written consent by Seller, (i) amend (or cause to be amended) any Tax Return of the Company for any Pre-Closing Tax Period, (ii) make (or cause to be made) any Tax election that has retroactive effect to any Pre-Closing Tax Period (or make (or cause to be made) any election under Section 338 of the Code (or any notification similar provision under state, local or election relating theretoforeign Law) with respect to the acquisition of the Acquired Companies pursuant to this Agreement), (iii) initiate (or cause to be initiated) any voluntary disclosure or similar process with respect to the Company for a Pre-Closing Tax Period, (iv) extend or waive (or cause to be extended or waived) any statute of limitations or other period for the assessment of any Tax or deficiency related to a Pre-Closing Tax Period, or (v) take any action that could reasonably be expected to increase any Tax liability of Seller or any of their Affiliates, including for this purpose the Acquired Companies, in respect of any Pre-Closing Tax Period, in each case without the prior written consent of Seller (Seller, which consent shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxes.

Tax Returns. (a) Seller shall, at Seller’s expense, The Equityholder Representative will use reasonable efforts to prepare and timely file or shall cause to be timely prepared (through the Company’s accountant) all income Tax Returns for the Company and timely filed (i) any its Subsidiaries solely relating to a Pre-Closing Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or 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 Commercial Air Group, in the case of this clause (ii), that is Period which are due on or before the Closing Date (taking into account any applicable extensions) after the Closing Date and the Equityholder Representative and Parent shall use reasonable efforts to cause the Company and its Subsidiaries to file such Tax Returns as finally prepared under the direction of Equityholder Representative pursuant to this Section 6.01(a). Except as The Equityholder Representative will permit Parent and Surviving Corporation to review and comment on each such Tax Return. The Equityholder Representative (on behalf of the Equityholders) shall promptly pay to Parent the amount of such Taxes reflected on such Tax Returns at least five (5) Business Days prior to the filing due date for such Tax Return, except to the extent included in the calculation of Accrued Pre-Closing Tax Liabilities. Any Tax Returns prepared pursuant to this Section 6.01(a) for any taxable period ending on or before December 31, 2020 shall be prepared in a manner consistent with the prior Tax Returns of the Company and its Subsidiaries, unless otherwise required by applicable Law, Purchaser shall not amend generally accepted accounting principles or revoke the Parent’s auditors. (b) To the extent that any Tax Return described in Returns of the immediately preceding sentence (Company or any notification or election relating theretoof its Subsidiaries relate to (x) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation a Pre-Closing Tax Period and filing of any are not income Tax Returns described in this Section 7.3(a6.01(a), and Purchaser shall or (y) any Straddle Period, Parent will use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required Returns to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the members of the Commercial Air Group. In the case of any such Tax Returns. If and to the extent that the Equityholders have any liability for Taxes reflected on any Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser Tax Return”prepared pursuant to this Section 6.01(b), Purchaser shall prepare or cause to be prepared (A) such Tax Return shall be prepared in a manner consistent with past practices the prior Tax Returns of the relevant member of the Commercial Air Group except as may be Company and its Subsidiaries, unless otherwise required by applicable Law. Purchaser , generally accepted accounting principles, or the Parent’s auditors, (B) Parent will permit the Equityholder Representative to review and comment on each such Tax Return described in the preceding sentence, and will consider in good faith all of the Equityholder Representative’s reasonable comments, and (C) the Equityholder Representative (on behalf of the Equityholders) shall deliver promptly pay to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy Parent the amount of each Purchaser Pre-Closing Taxes reflected on such Tax Return at least twenty five (205) days Business Days prior to the filing due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any for such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything except to the contrary extent included in the calculation of Accrued Pre-Closing Tax Liabilities. For purposes of this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy in the case of any Taxes that are payable for a Straddle Period, the portion of such Tax Return that relates to the portion of the Straddle Period ending on the Closing Date will (i) any member except as to Taxes described in clause (ii), be determined based on a “closing of the Seller Group books” of the Company and its Subsidiaries as of the close of the Closing Date; provided, however, that any income, gain, deduction, loss or other Tax items attributable on the Closing Date to transactions outside the ordinary course of business following the Closing Date shall be allocable to the portion of the Straddle Period commencing after the Closing Date; and (ii) in the case of an ad valorem Tax on real or personal property or a consolidatedfranchise Tax not based on gross or net income, combined or unitary group that includes any member be determined by multiplying the amount of such Tax for the entire period by a fraction the numerator of which is the number of calendar days in the portion of the Seller Group (or any Combined Tax Return), except, taxable period ending as of the Closing Date and the denominator of which is the number of calendar days in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxesentire taxable period.

Tax Returns. Except as would not reasonably be expected to have a Material Adverse Effect and except as set forth on Schedule 3.13: (a) Seller shallEach of Holdings (prior to a Qualified IPO), at Seller’s expense, prepare the U.S. Borrower and timely file or shall cause to be prepared and timely filed the Subsidiaries (i) any has timely filed or caused to be timely filed all federal, state, local and non-U.S. Tax Return of returns required to have been filed by it that are material to such companies taken as a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined whole and each such Tax Return) return is true and correct in all material respects and (ii) any Tax Return (other than any Combined Tax Return) required has timely paid or caused to be filed timely paid all Taxes shown thereon to be due and payable by it and all other material Taxes or assessments, except Taxes or assessments that are being contested in good faith by appropriate proceedings in accordance with Section 5.03 and for which Holdings (prior to a Qualified IPO), the U.S. Borrower or any of the Subsidiaries (as the case may be) has set aside on its books adequate reserves in accordance with GAAP; (b) Each of Holdings (prior to a Qualified IPO), the U.S. Borrower and the Subsidiaries has paid in full or made adequate provision (in accordance with GAAP) for the payment of all Taxes due with respect to all periods or portions thereof ending on or before December 31, 2012 (except Taxes or assessments that are being contested in good faith by appropriate proceedings in accordance with Section 5.03 and for which Holdings, the U.S. Borrower or any of the Subsidiaries (as the case may be) has set aside on its books adequate reserves in accordance with GAAP); and (c) As of the Closing Date, with respect to each of Holdings, the U.S. Borrower and the Subsidiaries, (i) there are no claims being asserted in writing with respect to any member of the Commercial Air GroupTaxes, in the case of this clause (ii), that is due on ) no presently effective waivers or before the Closing Date (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent extensions of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession statutes of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns limitations with respect to Taxes have been given or requested and (iii) no Tax returns are being examined by, and no written notification of intention to examine has been received from, the members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser 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 Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (20) days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (Internal Revenue Service or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)other Governmental Authority. (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxes.

Tax Returns. Except as would not reasonably be expected to have a Material Adverse Effect and except as set forth on Schedule 3.13: (a) Seller shallEach of Holdings (prior to a Qualified IPO), at Seller’s expense, prepare the U.S. Borrower and timely file or shall cause to be prepared and timely filed the Subsidiaries (i) any has timely filed or caused to be timely filed all federal, state, local and non-U.S. Tax Return of returns required to have been filed by it that are material to such companies taken as a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined whole and each such Tax Return) return is true and correct in all material respects and (ii) any Tax Return (other than any Combined Tax Return) required has timely paid or caused to be filed timely paid all Taxes shown thereon to be due and payable by it and all other material Taxes or assessments, except Taxes or assessments that are being contested in good faith by appropriate proceedings in accordance with Section 5.03 and for which Holdings (prior to a Qualified IPO), the U.S. Borrower or any of the Subsidiaries (as the case may be) has set aside on its books adequate reserves in accordance with GAAP; (b) Each of Holdings (prior to a Qualified IPO), the U.S. Borrower and the Subsidiaries has paid in full or made adequate provision (in accordance with GAAP) for the payment of all Taxes due with respect to all periods or portions thereof ending on or before the Amendment Effective Date (except Taxes or assessments that are being contested in good faith by appropriate proceedings in accordance with Section 5.03 and for which Holdings, the U.S. Borrower or any of the Subsidiaries (as the case may be) has set aside on its books adequate reserves in accordance with GAAP); and (c) as of the Amendment Effective Date, with respect to each of Holdings, the U.S. Borrower and the Subsidiaries, (i) there are no claims being asserted in writing with respect to any member of the Commercial Air GroupTaxes, in the case of this clause (ii), that is due on ) no presently effective waivers or before the Closing Date (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent extensions of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession statutes of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns limitations with respect to Taxes have been given or requested and (iii) no Tax returns are being examined by, and no written notification of intention to examine has been received from, the members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser 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 Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (20) days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (Internal Revenue Service or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)other Taxing Authority. (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxes.

Tax Returns. (a) Seller shall, at Seller’s expense, prepare and timely file or shall cause to be prepared and timely filed (i) any All material Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) Returns required to be filed by or on behalf of Xinghe have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all Taxes of Xinghe required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on Xinghe’s balance sheet; (c) no waivers of statutes of limitation have been given or requested with respect to Xinghe in connection with any Tax Returns covering Xinghe or with respect to any member of the Commercial Air Group, Taxes payable by it; (d) no Governmental Body in the case of this clause (ii), that is due on or before the Closing Date (taking into account any extensions). Except as required by Law, Purchaser shall a jurisdiction where Xinghe does not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any file Tax Returns described in this Section 7.3(a)has made a claim, assertion or threat to Xinghe that Xinghe is or may be subject to taxation by such jurisdiction; (e) Xinghe has duly and Purchaser shall use commercially reasonable efforts timely collected or withheld, paid over and reported to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return appropriate Governmental Body all amounts required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file so collected or cause to be prepared and timely filed withheld for all Tax Returns periods under all applicable laws; (f) there are no Liens with respect to Taxes on the members property or assets of Xinghe other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to Xinghe for any period (or portion of a period) that would affect any period after the Commercial Air Groupdate hereof; and (h) any adjustment of Taxes of Xinghe made by a Governmental Body in any examination that Xinghe is required to report to the appropriate provincial, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paid. In No state of fact exists or has existed which would constitute ground for the case assessment of any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser 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 Commercial Air Group except as may be otherwise required tax liability by Lawany Governmental Body. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (20) days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser All Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheldfiled by Xinghe are true, conditioned or delayed)correct and complete. (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxes.

Tax Returns. (a) Seller shall, at Seller’s expense, prepare and shall be responsible for the timely file or shall cause filing (taking into account any extensions received from the relevant Taxing Authorities) of all Tax Returns required by Law to be prepared and timely filed by, or with respect to, the Companies (i) any Tax Return of that relate to a member of the Seller Group or of a consolidated, combined or unitary group Taxable period that includes any member of the Seller Group (or 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 Commercial Air Group, in the case of this clause (ii), that is due ends on or before the Closing Date or (ii) on a consolidated or combined basis with the Seller or any of its Affiliates (other than the Companies). Such Tax Returns shall be true, correct and complete in all material respects and accurately set forth all items to the extent required to be reflected or included in such Tax Returns by applicable Laws and all Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Such Tax Returns (except for Tax Returns described in Section 7.05(a)(ii)) shall be prepared on a basis consistent with those prepared for prior Taxable periods unless Seller determines in good faith that it is required under Law to report otherwise. (b) Purchaser shall be responsible for the timely filing (taking into account any extensions). Except as extensions received from the relevant Taxing Authorities) of all Tax Returns required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause Law to be provided) filed by, or with respect to, the Companies after the Closing Date with respect to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Taxable Period that is a Straddle Period (except for Tax Returns described in this Section 7.3(a7.05(a)(ii)), it being understood that all Taxes indicated as due and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) payable on such information in a manner and on a timeline requested by Seller, which information and timeline Tax Returns shall be consistent with the past practice responsibility of Purchaser, except for such Taxes that are the relevant member responsibility of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a)7.04, which shall be promptly paid by Seller to Purchaser or, at Purchaser’s request, to the applicable Taxing Authority. Such Tax Returns shall be prepared by Purchaser on a basis consistent with those prepared for prior Taxable periods unless Purchaser determines in good faith that it is required under Law to report otherwise. (i) Seller shall be entitled to review and comment on any Tax Return for the Companies described in Section 7.05(b) (other than Tax Returns that are filed on a monthly basis, or more often) before it is filed by Purchaser. Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the members of the Commercial Air Group. In the case submit a draft of any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser Tax Return”), Purchaser shall prepare or cause to be prepared Seller at least 60 days before the date such Tax Return in a manner consistent is required to be filed with past practices of the relevant member of the Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (20) days prior to the due date thereof Taxing Authority (taking into account any extensionsextensions received from the relevant Taxing Authority). Seller shall provide any comments have 10 days after the date of receipt thereof to submit to Purchaser in writing Seller’s comments with respect to such Tax Return. Purchaser shall notify Seller within ten (10) 10 days of after receipt of any such comments of (a) the extent, if any, to which Purchaser accepts such comments and will file such Tax Return in accordance therewith and (b) the extent, if any, to which Purchaser rejects such comments. (ii) To the extent Purchaser rejects comments of Seller, Purchaser and Seller shall, within 10 days, appoint an independent public accounting firm of nationally recognized standing that does not then audit the books of Purchaser, Seller or any relevant Subsidiary to determine the correct manner for reporting the items that are in dispute. Seller and Purchaser agree promptly to provide to such accounting firm all relevant information, and such accounting firm shall have 30 days to submit its determination. The determination of such accounting firm shall be binding upon the parties and Purchaser shall revise file such Purchaser Tax Return in accordance therewith. In the event the accounting firm concludes that either party was correct as to reflect any reasonable comments received from Sellersixty-five percent or more (by dollar amount) of the disputed items, then the other party shall pay the accounting firm fees, costs and expenses. Except as required by LawIn the event the accounting firm fails to make such conclusion, Purchaser then each party shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without pay one-half the prior written consent of Seller (which consent shall not be unreasonably withheldaccounting firm’s fees, conditioned or delayed)costs and expenses. (c) Notwithstanding anything Purchaser shall be entitled to review and comment on any Tax Return for the contrary Companies described in this AgreementSection 7.05(a)(i) that are filed after the Closing Date before it is filed by Seller. Seller shall submit a draft of any such Tax Return to Purchaser at least 40 days before the date such Tax Return is required to be filed with the relevant Taxing Authority (taking into account any extensions received from the relevant Taxing Authority). Purchaser shall have 10 days after the date of receipt thereof to submit to Seller in writing Purchaser’s comments with respect to such Tax Return and to specify with respect to which such comments (the “Opinion Comments”), if rejected by Seller, Seller shall not be required to provide any Person Purchaser with any Tax Return or copy of any Tax Return of an Opinion (as defined below). Seller shall (i) any member of the Seller Group or consider in good faith Purchaser’s comments, (ii) notify Purchaser within 20 days after receipt of such comments of (a) the extent, if any, to which Seller accepts such comments and (b) the extent, if any, to which Seller rejects such comments, (iii) provide Purchaser with an opinion letter of a consolidated, combined nationally recognized law or unitary group accounting firm selected by Seller that includes any member the signer or preparer of the applicable Tax Return should not be subject to penalties as a result of not including the Opinion Comments that were rejected by Seller Group in such Tax Return (or any Combined Tax Returnthe “Opinion”), exceptand (iv) and will file such Tax Return in accordance therewith. The costs of the Opinion shall be borne by Purchaser. (d) Purchaser shall be responsible for the filing of all Tax Returns required by Law to be filed by, in each case or with respect to, the Companies after the Closing Date with respect to Taxable periods starting after the Closing, it being understood that all Taxes indicated as due and payable on such Tax Returns reasonably requested by any Person in connection with shall be the preparation responsibility of any Tax ReturnPurchaser, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating except for such Taxes that are the responsibility of Seller pursuant to TaxesSection 7.04.

Tax Returns. (a) Seller shallAfter the Closing, at Seller’s expense, New HoldCo shall have the obligation and authority to prepare and timely file or shall cause to be prepared and timely filed (i) any all Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required Returns to be filed by or with respect to any member the income, assets, properties, and operations of the Commercial Air GroupOsmotica Companies or the Vertical/Trigen Companies for any taxable year or other taxable period; provided, that any such Tax Returns relating to a Pre-Closing Tax Period shall be prepared in accordance with past practices of the Osmotica Companies or Vertical/Trigen Companies, as the case may be (unless otherwise provided in this Agreement or required by applicable Laws). Any Tax Returns relating to the Pre-Closing Tax Period shall be submitted (with copies of any relevant schedules, work papers, and other documentation then available) to, in the case of this clause Tax Returns of any Osmotica Company, to the Osmotica Shareholders’ Representative, and, in the case of Tax Returns of any Vertical/Trigen Company, to the Vertical/Trigen Shareholders’ Representative, in each case for review and comment not less than 30 days prior to the due date for the filing of such Tax Return, and New HoldCo shall consider in good faith any comments to such Tax Returns provided by either the Osmotica Shareholders’ Representative or the Vertical/Trigen Shareholders’ Representative. (ii)b) Neither New HoldCo nor any of its affiliates shall amend, that is due on refile or before the Closing Date (taking into account otherwise modify, or consent to any extensions). Except as required by Law, Purchaser shall not amend settlement or revoke any payment involving a Tax Return described relating in the immediately preceding sentence (whole or in part to any Osmotica Company or any notification or election relating thereto) Vertical/Trigen Company with respect to any Pre-Closing Tax Period, without the prior written consent of Seller. Purchaser shall promptly provide the Osmotica Shareholders’ Representative (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the members of the Commercial Air Group. In the case of Tax Returns of any such Osmotica Company) or the Vertical/Trigen Shareholders’ Representative (in the case of Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser Tax Return”Returns of any Vertical/Trigen Company), Purchaser shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant member of the Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (20) days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything Except to the contrary in this Agreementextent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable Law), Seller the parties shall, and shall not be required cause New HoldCo and each of its subsidiaries, to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of report the Seller Group or Contributions in a manner consistent with the Intended Tax Treatment, (ii) a consolidated, combined or unitary group that includes not take any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection position inconsistent with the preparation of Intended Tax Treatment on any Tax Return, any Tax audit or examination in connection with an administrative any audit or judicial other proceeding involving a Tax authority relating to Taxes, or otherwise, and (iii) cause the Vertical/Trigen Blockers to comply with the reporting requirements of U.S. Treasury Regulations Section 1.367(a)-3(c)(6).

Tax Returns. (a) Seller shall, at Seller’s expense, prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or 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 Commercial Air Group, in the case of this clause (ii), that is due on or before the Closing Date (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a)prepare, and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner , and on a timeline requested by Sellerfile, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared filed, on a timely basis and timely filed on a basis consistent with applicable law and past practice all Tax Returns with respect to the members of Company and any Company Subsidiary for taxable periods ending on or prior to the Commercial Air Group. In Closing Date and required to be filed thereafter (the case of any such Tax Return for a Pre-Closing “Prior Period or a Straddle Period (a “Purchaser Tax ReturnReturns”), Purchaser shall prepare or cause to be prepared such and all Tax Return in periods that begin before the Closing Date and end after the Closing Date (collectively, the “Straddle Periods” and each a manner consistent with past practices of the relevant member of the Commercial Air Group except as may be otherwise required by Law“Straddle Period”). Purchaser shall deliver provide a draft copy of such Tax Returns to Seller the Sellers’ Representative for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return review at least twenty (20) days ten Business Days prior to the due date thereof (taking into account any extensions)thereof. Seller The Sellers’ Representative shall provide any its comments to Purchaser within ten (10) days at least five Business Days prior to the due date of receipt of any such Purchaser Tax Return returns, and Purchaser shall revise make all changes requested by the Sellers’ Representative in good faith (unless Purchaser is advised in writing by its independent outside accountants or attorneys that such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of changes (i) any member of the Seller Group are contrary to applicable law, or (ii) a consolidatedwill, combined or unitary group that includes any member are likely to, increase the post-Closing Tax liabilities of the Seller Group (Purchaser or any Combined Tax Return), except, in each case of its Affiliates. In the event that Purchaser and Sellers’ Representative are unable to resolve any dispute regarding the proper reporting of any items on such Tax Returns, such dispute shall be submitted to a mutually acceptable accounting firm, the decision of which shall be binding on both Purchaser and Sellers. To the extent such Taxes have not been accrued or otherwise reserved for on the Closing Balance Sheet and included in the calculation of Closing Working Capital, the Sellers shall be responsible for all Taxes with respect to the Company and any Company Subsidiary (i) shown to be due on such Prior Period Returns reasonably requested by or (ii) shown to be due on Straddle Period Returns to the extent such Taxes relate to the portion of such Straddle Period ending on the Closing Date (the “Pre-Closing Tax Period”). Purchaser and Sellers agree that Purchaser will utilize Company’s historic accounting firm to prepare any Person in connection with Prior Period Returns that such firm historically prepared and that Sellers will be responsible for the expenses related to such firm’s preparation of such Tax Returns. To the extent Purchaser prepares any Prior Period Returns itself or utilizes a firm other than Company’s historic accounting firm to prepare such Tax Returns, Purchaser will be responsible for the expenses related to the preparation of any such Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to TaxesReturns.

Tax Returns. (a) Purchaser shall cause the Company and its Subsidiaries to consent to join, for all Pre-Closing Periods of the Company and its Subsidiaries for which the Company and its Subsidiaries are eligible to do so, in any consolidated or combined federal, state or local Tax Returns of Parent, Seller shall, at Seller’s expense, or their Affiliates. Seller and Parent will prepare and timely file file, or shall cause to be prepared and timely filed (i) any Tax Return of a member filed, all of the Seller Group Tax Returns for the Company and its Subsidiaries for all taxable years or of a consolidated, combined or unitary group that includes any member of the Seller Group (or 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 Commercial Air Group, in the case of this clause (ii), that is due periods ending on or before the Closing Date (taking into account any extensionsto the extent they have not already done so). Except as required by LawSeller and Parent will pay to the applicable Tax Authority, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause the payment to be provided) to the applicable Tax Authority of, any Taxes shown as due thereon. Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a)Parent will prepare, and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) , such information in a manner Tax Returns using the accounting methods and on a timeline requested by Seller, which information and timeline shall be other practices that are consistent with those used by the past practice Company and its Subsidiaries in their prior Tax Returns except as otherwise required by Law. Items to be taken into account in any Tax Return for the short taxable period ending on the Closing Date will be determined under the “closing-the-books” method as described in Treasury Regulation Section 1.1502-76(b)(2)(i) (or any similar provision of state, provincial, local or foreign Law). Seller and Parent will deliver, or cause to be delivered, a draft of each of the relevant member Tax Returns for any of the Commercial Air GroupCompany or its Subsidiaries (or portion thereof, solely as it relates to the Company or its Subsidiaries) that require the signature of an officer or employee of Purchaser (or one of Purchaser’s Affiliates) to Purchaser not less than thirty (30) calendar days prior to the due date (as may be extended) for filing such Tax Returns, and Purchaser will provide Seller with its comments on, and proposed changes to, such Tax Returns not later than fifteen (15) calendar days prior to such due date. If any aspect of such Tax Returns remains in dispute within ten (10) calendar days prior to the due date for filing such Tax Returns, the matter in dispute will be submitted to a mutually acceptable, nationally-recognized firm of certified public accountants for resolution. The decision of such accounting firm will be final and binding on the parties, and the fees and expenses of the accounting firm will be paid one-half by Purchaser and ICF and one-half by Seller and Parent. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall will prepare and timely file file, or cause to be prepared and timely filed filed, all Tax Returns with respect to the members of the Commercial Air Group. In Company and its Subsidiaries for all taxable years or periods ending after the case of any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Date, and Purchaser Tax Return”)will pay, Purchaser shall prepare or cause to be prepared such Tax Return in a manner consistent paid, all Taxes shown as due thereon; provided, that with past practices of the relevant member of the Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver respect to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (20) days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by LawStraddle Period, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not will be unreasonably withheld, conditioned or delayed)entitled to indemnification as set forth in Section 10.3. (c) Notwithstanding anything The parties agree to reasonably cooperate with each other and each other’s Affiliates in the contrary in this Agreement, Seller shall not be required to provide any Person with any preparation and filing of Tax Return or copy of any Tax Return of (i) any member Returns of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member Company and its Subsidiaries for taxable periods ending before the Closing Date and Straddle Periods. The parties shall be entitled to utilize the services of the Seller Group (or any Combined Tax Return), except, in each case personnel who would have been responsible for preparing such Tax Returns as they relate to the Company and its Subsidiaries, without charge, to the extent reasonably requested by any Person necessary in connection preparing said returns on a timely basis. The parties shall also provide each other with full reasonable access to applicable and reasonably relevant records to enable the timely preparation and filing of any said Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to TaxesReturns.

Tax Returns. (a) Seller shall, with respect to the Acquired Entities, at Seller’s its sole cost and expense, timely prepare and timely file file, or shall cause to be timely prepared and timely filed (i) any filed, all Tax Return of a member Returns of the Seller Group or of a consolidated, combined or unitary group Acquired Entities for any Pre-Closing Tax Period that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) are required to be filed by or with respect to any member of the Commercial Air Group, in the case of this clause (ii), that is due on or before after the Closing Date (taking into account any extensionsthe “Seller Prepared Returns”). Except as required by Law, Purchaser Such Seller Prepared Returns shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information prepared in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with existing procedures and practices and accounting methods, and, to the past practice of extent applicable, the relevant member of the Commercial Air Groupconventions provided in Sections 9.1(c) and 9.1(d). (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser Buyer shall timely prepare and timely file file, or cause to be timely prepared and timely filed filed, all Tax Returns with respect to the members of the Commercial Air Group. In the case of Acquired Entities for any such Tax Return for a PrePost-Closing Period or a Straddle Tax Period (a the “Purchaser Tax ReturnBuyer Prepared Returns”), Purchaser . Such Buyer Prepared Returns shall prepare or cause to be prepared such Tax Return in a manner consistent with past existing procedures and practices and accounting methods, and, to the extent applicable, the conventions provided in Sections 9.1(c) and 9.1(d). At least 90 days prior to the due date of the relevant member any Buyer Prepared Return that relates to a Straddle Period, Buyer shall provide a draft of the Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver such Tax Return to Seller for its reviewreview and approval, comment and approval (which approval shall not be unreasonably withheld, conditioned withheld or delayed) a copy of each Purchaser Tax Return at least twenty (20) days prior to the due date thereof (taking into account any extensions). Seller Buyer shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect incorporate any reasonable comments received from Seller. Except as required made by LawSeller to such Tax Return. (c) Buyer shall not, Purchaser and shall not allow the Acquired Entities to, amend any Tax Return of the Acquired Entities for a Pre-Closing Tax Period or revoke Straddle Period or otherwise initiate, respond to, or agree to any such Purchaser other Seller Tax Returns (or any notification or election relating thereto) Matter without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)except as otherwise required by applicable Law. (cd) Notwithstanding anything to the contrary in this Agreement, Seller Buyer agrees that it shall not be required (and shall not allow the Acquired Entities or any of its other Affiliates to) make any election to provide any Person with any Tax Return or copy waive the carry back of any net operating loss or other Tax Return of (i) any member attribute or Tax credit incurred or realized in a Pre-Closing Tax Period by either of the Seller Group Acquired Entities and Buyer shall not (and shall not allow the Acquired Entities or (iiany of its other Affiliates to) carry back any net operating loss or other Tax attribute or Tax credit incurred or realized in a consolidated, combined or unitary group that includes any member Post-Closing Tax Period to a Pre-Closing Tax Period of either of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to TaxesAcquired Entities.

Tax Returns. (ai) Seller shall, at Seller’s expense, New Pubco shall prepare and timely file file, or shall cause to be prepared and timely filed, all Tax Returns for Blocker and the Company and its Subsidiaries required to be filed after the Closing and shall make all payments required with respect to any such Tax Returns; provided that, notwithstanding anything in this Agreement to the contrary, Blocker GP may, at its election, prepare and file (ior cause Blocker to file) any information Tax Returns with respect to any distributions or payments to the owners of Blocker prior to Closing. With respect to any Tax Returns of the Company and its Subsidiaries that are due after the Closing with respect to a Pre-Closing Tax Period or a Straddle Period that are of the type used to report the income, loss, gain, deduction and other Tax attributes from the operation of a partnership or other pass-through entity and that are of the type that could reflect items of income, loss, gain, deduction or other Tax attributes required to be included on a Tax Return of a member of Seller (whether or not such items are actually reflected thereon) (a “Pass-Through Tax Return”), (w) such Pass-Through Tax Returns shall be prepared consistent with past practice, except as otherwise required by applicable Law, (x) New Pubco shall submit such Tax Return to the Seller Group or of a consolidatedRepresentative no later than thirty (30) days prior to filing any such Pass-Through Tax Return for its review, combined or unitary group that includes (y) New Pubco shall make any member of changes to such Pass-Through Tax Return reasonably requested by the Seller Group (or any Combined Tax Return) Representative and (iiz) any no such Pass-Through Tax Return (other than any Combined Tax Return) required to shall be filed by or with respect to any member of the Commercial Air Group, in the case of this clause (ii), that is due on or before the Closing Date (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to the Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser 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 Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (20) days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller Representative (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned). Notwithstanding the foregoing, the Company (and any Subsidiary of the Company that is a partnership for U.S. federal (or other applicable) tax purposes) shall have in effect an election under Section 754 of the Code (and any similar election under state or local law) for the taxable period which includes the Closing Date. (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group The parties agree that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation and filing of any Tax ReturnReturns of or with respect to Company and its Subsidiaries, any Tax audit to the extent permitted by applicable Law, deductions and/or losses of or examination with respect to Indebtedness and Outstanding Company Expenses (or amounts that would have been Outstanding Company Expenses except they were paid prior to the Closing) shall be claimed in connection with an administrative taxable periods, or judicial proceeding involving a Tax authority relating to Taxesportions thereof, ending on or before the Closing Date.

Tax Returns. (a) Parent and each Seller shall, at Seller’s expense, shall prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or 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 Commercial Air Group, in the case of this clause (ii), that is due on or before the Closing Date (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns filed, with respect to the members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Period or a Straddle Period all taxable periods, (a “Purchaser Tax Return”i) all Combined Returns (as defined below) and (ii) all Parent Separate Returns (as defined below), ; and Purchaser shall prepare or cause to be prepared and timely file or cause to be filed, with respect to Pre-Closing Tax Periods, all Purchased Company Separate Returns (as defined below) that have not been filed on or before the Closing Date. All such Tax Return Combined Returns (to the extent relating to the Purchased Companies, their Subsidiaries or the Business) and Purchased Company Separate Returns shall be prepared, to the extent permitted by Law, in a manner consistent with past practices prior practice of the applicable Purchased Company, and copies thereof (or, in the case of such Combined Returns, copies of the relevant member of portions thereof) shall be submitted to the Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver other party at least 30 days prior to Seller the applicable due date (i) for its reviewreview and approval, comment and such approval (which approval shall not to be unreasonably withheld, conditioned if the other party bears liability for Taxes pursuant to Section 9.1 with respect to such Tax Returns; and (ii) for review and comment, with the preparing party considering in good faith any reasonable comments thereto, in each other case. Sellers shall pay or delayedcause to be paid when due and payable all Taxes attributable to Pre-Closing Tax Periods with respect to all such Tax Returns to the extent such Taxes are not accrued as a Liability in the Closing Working Capital as finally determined pursuant to Section 2.6. (b) a copy Sellers, the Purchased Companies and Purchaser shall, at their own cost and expense, reasonably cooperate, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives reasonably to cooperate, in preparing and filing all Tax Returns, including maintaining and making available to each other all records necessary in connection with Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Taxes. (c) Any refunds or credits of each Purchaser Taxes attributable to Pre-Closing Tax Return at least twenty Periods of the Purchased Companies or their Subsidiaries, plus any interest received with respect thereto from the applicable Tax Authority (20including refunds or credits arising by reason of amended Tax Returns filed after the Closing Date) days shall be for the account of Sellers to the extent such Taxes were paid by Sellers or any Affiliate of Sellers (including the Purchased Companies and their Subsidiaries prior to the due date thereof (taking into account Closing Date) and shall be paid, net of any extensions). Seller shall provide any comments Tax cost to Purchaser and its Affiliates, by Purchaser to Sellers within ten (10) days Business Days after Purchaser or any of receipt its Affiliates receives such refund or after the relevant Tax Return is filed in which the credit is actually recognized by Purchaser or any of its Affiliates, except to the extent any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return refund is reflected as a current asset in the Closing Working Capital as finally determined pursuant to reflect any reasonable comments received from SellerSection 2.6. Except as required by LawAt Sellers’ expense, Purchaser shall not amend shall, if reasonably requested by Sellers, file for, or revoke cause to be filed for, and use its reasonable best efforts to obtain and expedite the receipt of, any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (refund to which consent shall not be unreasonably withheld, conditioned or delayedSellers are entitled to under this Section 9.3(c). (cd) Notwithstanding anything Within thirty (30) days of the close of a Tax year of Purchaser in which any current or former officer or employee (or any dependent or beneficiary thereof) of any Purchased Company or Subsidiary thereof (i) is required to include in income any amount as a result of the lapse of any restriction with respect to shares of Tyco International Ltd. stock issued pursuant to a Business Benefit Plan, (ii) receives any amount under a Seller Deferred Compensation Plan, or (iii) exercises any option to purchase stock of Tyco International Ltd. pursuant to a Business Benefit Plan, Purchaser shall pay to the contrary in this Agreement, applicable Seller shall not be required to provide any Person with any Tax Return or copy (as directed by Parent) an amount (net of any Tax Return cost to Purchaser or any of its Affiliates) equal to the product of (ix) any member the gross amount of the Seller Group deduction allowed or allowable to Purchaser or any of its Affiliates in computing its liability for Taxes (iiwithout regard to whether such deduction in fact reduces such liability) attributable to or resulting from the lapse of such restriction, the payment of such amount, or the exercise of such option and (y) thirty-eight percent (38%); provided, however, that this Section 9.3(d) shall apply only to lapses of restrictions, amounts received, or options exercised of this Section 9.3(d) on or before December 31, 2011. If a consolidatedTax Authority disallows or threatens to disallow a deduction described in this Section 9.3(d), combined the provisions of Section 9.2 shall apply to such claim and Parent shall be treated as the Tax Indemnifying Party. If all or unitary group that includes any member a portion of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection disallowance is upheld pursuant to a final settlement with the preparation of any Tax Return, any Tax audit Authority or examination in connection with by an administrative or judicial proceeding involving decision from which no appeal can be taken or the time for taking any such appeal has expired, Parent or the applicable Seller shall pay to Purchaser an amount equal to (i) the amount paid by Purchaser to the applicable Seller with respect to such deduction pursuant to this Section 9.3(d) (plus any interest or penalties paid by Purchaser with respect to such disallowance) less (ii) the product of (a) the amount of the deduction allowed, if any, and (b) thirty-eight percent (38%). (e) Prior to Closing, Sellers shall have made available to Purchaser, at Purchaser’s expense, (i) all material federal, state, local, and foreign Tax Returns of or including the Purchased Companies (and any predecessor of a Purchased Company) and their Subsidiaries (or in the case of any Combined Return, the relevant portions thereof) for tax years 2004 through 2006 reasonably requested by Purchaser and within the possession of Sellers or their Affiliates, and (ii) complete and accurate copies of all material audit or examination reports and statements of deficiencies assessed against or agreed to by the Purchased Companies or any of their Subsidiaries since December 31, 2006. (f) Solely with respect to U.K. Taxes: (1) The Purchased Companies and Purchaser shall immediately sign and make such claims and elections and give such consents (including provisional or final claims to claim or surrender group relief in respect of any Pre-Closing Tax authority Period ) and comply with all procedural requirements in respect of making or giving of such claims or consents as the Parent or any Affiliate of Parent, in its absolute discretion, directs in writing. Neither the Parent nor any Affiliate of the Parent shall be liable to make any payment to the Purchaser or any Purchased Company for any group relief surrendered to any Affiliate of the Parent in accordance with this Section 9.3(f). (2) Neither the Purchaser nor Purchased Companies shall do any act or thing (including in particular the carry back of losses from accounting periods ending after Closing under section 393A of the Taxes ▇▇▇ ▇▇▇▇ or section 83 of the Finance Act 1996) after Closing which: (A) affect the ability of any Affiliate of the Parent to make claims for allowances or group relief, to accept surrenders of group relief in respect of any Pre-Closing Tax Period; or (B) would reduce or extinguish any relief or allowance relating to Taxesany Pre-Closing Tax Period. (g) Neither the Purchaser nor Purchased Companies shall amend, disregard, withdraw or disclaim any elections, claims or benefits (including without limitation, elections or claims under section 402 of the Taxes Act 1988 (group relief)) or disclaim or withdraw any initial or writing down allowances or any other capital allowances in respect of any Pre-Closing Tax Period.

Tax Returns. (a) Seller shall, at Seller’s expense, prepare and The Parent shall timely file or shall cause to be prepared and timely filed when due (itaking into account all extensions properly obtained) any all Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group Returns that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) are required to be filed by or with respect to any member of the Commercial Air Group, in Companies and the case of this clause (ii), Transferred Subsidiaries for Pre-Closing Taxable Periods that is are due on or before the Closing Date Date, and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns, and the Acquiror 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 each Company and Transferred Subsidiary and the Acquiror shall remit or cause to be remitted any extensions)Taxes due in respect of such Tax Returns. Except as required With respect to Tax Returns to be filed or caused to be filed by the Parent or the Acquiror pursuant to the preceding sentence that relate to Pre-Closing Taxable Periods or Straddle Periods (x) to the extent permitted by Law, Purchaser such Tax Returns shall be filed in a manner consistent with the last previous Tax Return relating to the same Taxes filed as of the date hereof, except to the extent failure to do so would not amend reasonably be expected to result, directly or revoke indirectly, in a material cost to the other party and (y) such Tax Returns shall be submitted to the Parent or the Acquiror, as the case may be, not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 30 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by the Parent or the Acquiror, as the case may be, which approval may not be unreasonably withheld. The Parent or the Acquiror, as the case may be, shall pay the other or cause to be paid to the other the Taxes for which the Parent or the Acquiror, respectively, is liable pursuant to Section 7.01 but which are payable with any Tax Return described to be filed or caused to be filed by the Parent, on the one hand, and Acquiror, on the other hand, pursuant to this Section 7.02(a) upon the written request of the Party entitled to payment, setting forth in reasonable detail the immediately preceding sentence computation of the amount owed by the Parent, on the one hand, and the Acquiror, on the other hand, as the case may be, but in no event earlier than 10 days prior to the due date for paying such Taxes. (b) Except in accordance with Section 7.03, none of the Parent, the Acquiror or any Affiliate of either shall (or shall cause or permit any notification Company or election Transferred Subsidiary to) amend, re-file or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Return relating theretoin whole or in part to any Company or Transferred Subsidiary with respect to any Pre-Closing Taxable Periods (or with respect to any Straddle Period) without the prior written consent of Seller. Purchaser shall promptly provide (the Parent or cause the Acquiror, as the case may be, except to the extent such amendment, refiling, modification or grant is required by Law or would not reasonably be provided) expected to Seller any information already in the possession of the members of the Commercial Air Group result, directly or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a)indirectly, and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect material cost to the members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser 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 Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (20) days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)other party. (c) Notwithstanding anything In order to assist the Parent and its Affiliates in filing their Tax Returns, the Parent will deliver to the contrary Acquiror a questionnaire in this Agreement, Seller shall not be required a form substantially similar to provide any Person with any Tax Return or copy of any Tax Return of (ithe form set forth on Section 7.02(c) any member of the Seller Group Disclosure Letter, and consistent with past practice, the Company and the Transferred Subsidiaries will use their reasonable efforts promptly to complete such questionnaire (which for the avoidance of doubt will not include any information relating to periods after the Closing Date or any information related to the Section 338 elections described in Section 7.06(b)). (iid) a consolidatedThe Parent hereby agrees and covenants to furnish to the Acquiror, combined or unitary group that includes any member prior to Closing, complete and accurate copies of all Internal Revenue Service Forms 5471, 8621, 8865 and 8858 filed within the last three years in respect of the Seller Group (or Companies, the Transferred Subsidiaries and any Combined Tax Return), except, in each case such Tax Returns reasonably requested investments held by any Person in connection with the preparation of any Tax Returnsuch entities, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxeswhich Forms have not been otherwise previously furnished.

Tax Returns. (a) Seller shall, at Seller’s expense, Each Acquired Company shall prepare and file in a timely file or shall cause to be prepared and timely filed (i) any manner all Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) Returns required to be filed by or with respect to any member of the Commercial Air Group, in the case of this clause (ii), it that is are due on or before the Closing Date (taking into account any applicable extensions). Except as required by LawOn or before the Closing Date, Purchaser each Acquired Company shall not amend pay in a timely manner all Taxes that are due from it on or revoke any before the Closing Date. Each such Tax Return described shall be prepared, in a manner consistent with past practices employed with respect to the immediately preceding sentence Acquired Companies and shall utilize accounting methods, elections and conventions that do not have the effect of distorting the allocation of taxable amounts and deductions between the Tax periods covered by such Tax Returns and subsequent Tax periods. Parent shall have the right to review any such income or other material Tax Return thirty (30) days prior to the filing of such Tax Return, and the Acquired Companies shall make any adjustments to such income or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser other material Tax Return that are reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air GroupParent. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a)Following the Closing, Purchaser Parent shall prepare and timely file or cause to be prepared and filed in a timely filed manner all Tax Returns relating to the Acquired Companies that are due after the Closing Date. (c) Provided that the related Taxes either (i) have been paid by an Acquired Company on or prior to the Closing Date or (ii) have resulted in a claim against the Escrow Amount in accordance with Section 9, any refunds of Taxes or credits for overpayment of Taxes that are actually received in cash, or actually reduce the cash Taxes required to be paid, by Parent, the Surviving Corporation or any Acquired Company shall be for the account of the Effective Time Holders, and Parent will, and will cause the Surviving Corporation or any of their Affiliates to, deliver and pay over (either directly or through the Payment Agent) to the Effective Time Holders any such refund or the amount of any such credit within ten (10) Business Days after receipt. All other refunds and credits shall be for the account of the Surviving Corporation, Parent or their respective Subsidiaries, as applicable. (d) Parent and the Securityholders’ Agent shall cooperate, as and to the extent reasonably requested by the other party and at the other party’s expense (provided that any such expenses incurred by the Securityholders’ Agent shall be on behalf of the Effective Time Holders), in connection with the filing of any Tax Returns with respect to the members any Acquired Company or its operations, and any audit, examination, or other administrative or judicial proceeding, contest, assessment, notice of the Commercial Air Group. In the case deficiency, or other adjustment or proposed adjustment with respect to Taxes of or attributable to any such Tax Return for a Pre-Closing Period Acquired Company or a Straddle Period its operations (a “Purchaser Tax ReturnContest”), Purchaser shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant member of the Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (20) days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxes.

Tax Returns. (a) Seller shall, at Seller’s expense, prepare and timely file or shall cause to be prepared and timely filed (i) The Indemnifying Parties shall be responsible for the timely filing (taking into account any extensions received from the relevant tax authorities) of all Tax Return of a member of Returns required by Law to (A) be filed by the Seller Group Acquired Companies on or of prior to the Closing Date or (B) include the Acquired Companies in a consolidated, combined or unitary group that includes any member of Tax Return filed by the Seller Group (Indemnifying Parties or any Combined Tax Return) and (ii) any Tax Return of their Affiliates (other than any Combined Tax ReturnIndemnitee) required to be filed by or with respect to any member of taxable period ending prior to or including the Commercial Air GroupClosing Date, in the case of this clause (ii)) such Tax Returns shall be correct and complete in all material respects and accurately set forth all items to the extent required to be reflected or included in such Tax Returns by applicable Tax Laws and (iii) all Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by the Indemnifying Parties as and when required by Law. Such Tax Returns shall be prepared and filed on a basis consistent with those prepared for prior taxable periods unless a different treatment of any item is required by an intervening change in Law, that is due on closing agreement or before other settlement entered into with a Taxing Authority, or decision of a judicial authority. (b) The Acquired Companies (or, where relevant, the Closing Date combined or consolidated group of which the Acquired Companies are members) shall be responsible for the timely filing (taking into account any extensions). Except as extensions received from the relevant Tax Authorities) of all Tax Returns required by LawLaw to be filed by the Acquired Companies, Purchaser or to include the Acquired Companies, after the Closing Date. (c) The Acquired Companies shall not amend take positions, make elections or revoke use methods on Tax Returns that deviate substantively from positions taken, elections made or methods used in prior periods in filing such Tax Returns (any such deviation being a “Position Change”); provided that the Acquired Companies may make a Position Change, if (i) doing so would not increase the amount of the indemnity (assuming no Position Change) to be paid to any Tax Return described Indemnitee by the Indemnifying Parties pursuant to Section 7.1, or (ii) the Stockholders’ Representative consents to such Position Change, such consent not be unreasonably withheld or delayed, as determined in accordance with the immediately preceding sentence resolution procedures provided in Section 7.4(d) and Section 7.4(e). (or any notification or election relating theretod) without the prior written consent of Seller. Purchaser The Acquired Companies shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of submit any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts that could give rise to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except claim for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect indemnification to the members of the Commercial Air Group. In the case of any such Tax Return for a PreStockholders’ Representative not later than forty-Closing Period or a Straddle Period five (a “Purchaser 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 Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (2045) days prior to the due date thereof for filing such Tax Returns (taking into account giving effect to valid extensions) (or, if such due date is within forty-five (45) days following the Closing Date, or in the case of any extensions)amended Tax Return or Tax Return for which the due date has passed, as promptly as practicable following the Closing Date) for review by the Stockholders’ Representative. Seller If the Stockholders’ Representative objects in writing to a change in position that it believes in good faith could give rise to a claim for indemnification under Section 7.1, then the Stockholders’ Representative shall provide any comments to Purchaser notify Parent of such disputed items and the basis for its objection within ten fifteen (1015) days of the day of receipt of such Tax Return, and the Stockholders’ Representative and Parent shall act in good faith to resolve the dispute for as long as reasonably possible consistently with filing the Tax Return on time. (e) If it is not possible to resolve any such dispute prior to the filing date (or, in the case of any amended Tax Return or Tax Return for which the due date has passed, within 30 days of the receipt by the Acquired Companies of the Stockholders’ Representative’s written objection in accordance with Section 7.4(d)), then the Acquired Companies shall have sole authority to determine the form and content of their Tax Returns. If a claim for indemnification under Section 7.1 is made in respect of any such Purchaser Tax Return Return, and Purchaser the Stockholders’ Representative believes that the liability is attributable to a position that it has disputed in writing, then the Stockholders’ Representative may request that the dispute be presented to the Accounting Firm. If the Accounting Firm determines that (i) the liability for which indemnification is claimed is attributable to the disputed position, and (ii) the Stockholders’ Representative’s refusal to pay the indemnity claim in respect of such position is unreasonable, then the Acquired Companies shall revise such Purchaser Tax Return be entitled to reflect indemnification for the amount that the Accounting Firm determines to be attributable to the disputed position. The determination of the Accounting Firm shall be final and binding on both parties and may be entered and enforced in any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)court having jurisdiction. (cf) Notwithstanding anything to the contrary in this Agreement, Seller The Acquired Companies shall not be required to provide any Person with any Tax Return or copy of any Tax Return of file (i) any member of the Seller Group amended Tax Returns or (ii) any Tax Returns in any jurisdiction in which the Acquired Companies have not previously filed a consolidatedTax Return for any Pre-Closing Period, combined or unitary group that includes any member without the consent of the Seller Group (Stockholders’ Representative, such consent not be unreasonably withheld or any Combined Tax Return)delayed, except, as determined in each case such Tax Returns reasonably requested by any Person in connection accordance with the preparation of any Tax Return, any Tax audit or examination resolution procedures provided in connection with an administrative or judicial proceeding involving a Tax authority relating to TaxesSection 7.4(d) and Section 7.4(e).

Tax Returns. (a) The Seller shall, at Seller’s expense, will prepare and timely file file, or shall cause to be prepared and timely filed, all income Tax Returns of or including the Company relating to a Pre-Closing Tax Period that are filed (i) any Tax Return of a member of the Seller Group or of on a consolidated, combined or unitary Tax group that includes any member of the Seller basis (each, a “Group (or any Combined Income Tax Return”) the due date of which (taking into account valid extensions of time to file) is after the Closing Date and (ii) any shall pay all Taxes owed with respect thereto. The Seller will prepare and file, or cause to be prepared and filed, all income Tax Return Returns (other than any Combined Group Income Tax ReturnReturns) required to be filed by or with respect to any member of the Commercial Air Group, in the case of this clause (ii), that is due Company relating to a Tax period ending on or before the Closing Date (each, a “Seller Prepared Return”) the due date of which (taking into account any extensions)valid extensions of time to file) is after the Closing Date. Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to The Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by will prepare all such Seller to facilitate the preparation and filing of any Tax Prepared Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser Tax Return”), Purchaser shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices custom and practice of the relevant member of Seller and the Commercial Air Group except as may be Company, unless otherwise required by Applicable Law. Purchaser shall deliver , and will furnish a copy of any such Seller Prepared Returns, together with all supporting documentation and workpapers, to Seller the Buyer within a reasonable period of time prior to filing for its review, comment the Buyer’s review and approval (which approval shall not be unreasonably withheld, conditioned or delayed). Buyer will prepare all Tax Returns (other than Group Income Tax Returns and Seller Prepared Returns) of or with respect to the Company for all Pre-Closing Tax Periods and all Straddle Periods that are required to be filed after the Closing Date in a manner consistent with past custom and practice of the Seller and the Company, unless otherwise required by Applicable Law, and will furnish a copy of each Purchaser any such Tax Return at least twenty (20) days Returns that report any Taxes for which Seller may be obligated to indemnify under Article 10 hereof to the Seller within a reasonable period of time prior to filing for the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return Seller’s review and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller approval (which consent approval shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxes.

Tax Returns. (ai) Seller shall, at Seller’s expense, prepare Sellers shall have the exclusive obligation and timely authority to file or shall cause to be prepared and timely filed all Tax Returns (iA) any Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) are required to be filed by or the Sellers and/or its subsidiaries other than the Purchased Business Companies for all taxable periods, and (B) with respect to any member of the Commercial Air Group, in the case of this clause (ii), that is due Purchased Business Companies for all periods ending on or before the Closing Date (taking into account any extensions)Date. Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause With respect to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant filed with respect to Section 7.3(a)a Purchased Business Company for a Straddle Period, Purchaser shall prepare the Tax Return and timely file or cause to be prepared and timely filed all Tax Returns shall provide Sellers with respect to the members of the Commercial Air Group. In the case a draft of any such Tax Return not less than 30 days prior to the due date for a filing such Tax Return, and Sellers will provide Purchaser with its comments and proposed changes, if any, to such Tax Return not later than 15 days prior to such due date, and Sellers shall deliver to Purchaser any Pre-Closing Period Taxes set forth as due and payable on such Tax Return (reduced by all payments of such Taxes prior to the Closing Date and all payments of such Taxes by Sellers or a Straddle Period (a “Purchaser Tax Return”their Affiliates following the Closing Date), and Purchaser or the Purchased Business Company shall prepare cause such Tax Return to be filed as prepared by the Purchaser, and adjusted with appropriate changes recommended by Seller, if any, and shall pay (or cause to be prepared paid) all Taxes set forth as due on such Tax Return Returns. Such Tax Returns shall be prepared in a manner consistent with past practices of the relevant member of the Commercial Air Group except as may be Purchased Business Companies unless otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval . (which approval shall not be unreasonably withheld, conditioned or delayedii) a copy of each Purchaser Tax Return at least twenty (20) days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Lawprovided in (i) or elsewhere in this Section 5.17, Purchaser shall not amend have the exclusive obligation and authority to file or revoke any such Purchaser cause to be filed all Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not that are required to be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything filed with respect to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to TaxesPurchased Business Companies.

Tax Returns. (ai) Seller shall, at Seller’s expense, prepare and shall timely file or shall cause to be prepared and timely filed when due (itaking into account all extensions properly obtained) any all Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group Returns that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) are required to be filed by or with respect to any member of the Commercial Air Group, in Business and the case of this clause Assets for periods (ii), that is due or portions thereof) ending on or before the Closing Date and Seller shall remit, or cause to be remitted, any Taxes shown to be due in respect of such Tax Returns. Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the Business and the Assets, and Buyer shall remit, or cause to be remitted, any extensions)Taxes due in respect of such Tax Returns. Except as required For administrative convenience, Buyer and Seller agree that, for federal and applicable state income tax purposes, items of income, gain, loss, deduction and credit with respect to the Business and the Assets realized during the period between the Cut-Off Date and the Closing will be reported by LawBuyer on its Tax Returns and not by Seller or any of the Companies. Seller or Buyer shall pay the other party for the Taxes for which Seller or Buyer, Purchaser shall not amend or revoke respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return described to be filed by the other party pursuant to this Section 8.2(b) upon the written request of the party entitled to payment, setting forth in reasonable detail the immediately preceding sentence computation of the amount owed by Seller or Buyer, as the case may be, but in no event earlier than 10 business days prior to the due date for paying such Taxes. (ii) None of Buyer or any Affiliate of Buyer shall amend, refile or otherwise modify (or grant an extension of any notification statute of limitation with respect to) any Tax Return relating in whole or election relating theretoin part to the Business or the Assets (or with respect to any Straddle Period) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser 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 Commercial Air Group except as consent may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (20) days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxes.

Tax Returns. (ai) Seller shall, at Seller’s expense, shall have the sole and exclusive right to prepare and file all required Consolidated Tax Returns. Seller shall timely file pay or shall cause to be prepared and timely filed paid all Taxes shown to be due on any Consolidated Tax Returns to the extent attributable to the Transferred Companies or the Transferred Business. Such Consolidated Tax Returns, to the extent they include the Transferred Companies or the Transferred Business, shall, with respect to any asset of the Transferred Companies or the Transferred Business, (i) any Tax Return be prepared consistent with the Fixed Asset Reports (as updated to reflect the assets of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax ReturnTransferred Companies and Transferred Business for such period) and (ii) use the cost recovery method historically used with respect to any such asset, except to the extent otherwise required by applicable Law. (ii) Seller shall prepare, or cause to be prepared, and timely file or cause to be timely filed all Tax Return (other than any Combined Tax Return) Returns that are required to be filed by or with respect to any member of all Transferred Companies or the Commercial Air Group, in the case of this clause (ii), that is due on or before the Closing Date (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except Transferred Business for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser Tax Return”Periods not described in Section 6.5(d)(i), Purchaser . Such Tax Returns shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices all positions taken, methods used, and elections made in prior periods in filing such Tax Returns except to the extent required otherwise by applicable Law; provided that: (A) before filing any such Tax Return, Seller shall provide Buyer with a copy of such Tax Return at least thirty (30) days prior to the relevant member last date for timely filing such Tax Return (giving effect to any valid extensions thereof), (B) Seller shall consider the reasonable comments of Buyer to such tax return, (C) no such Tax Return shall be filed without the Commercial Air Group except as may consent of Buyer, such consent not to be otherwise unreasonably withheld, conditioned, or delayed, and (D) Seller shall cause any amounts shown to be due on such Tax Returns to be timely remitted to the applicable Taxing authority. (iii) Buyer shall file, or cause to be filed, when due all Tax Returns that are required to be filed by Law. Purchaser or with respect to all Transferred Companies and the Transferred Business for Straddle Periods, such Tax Returns to be prepared in a manner consistent with all positions taken, methods used, and elections made in prior periods in filing such Tax Returns; provided that: (A) before filing any such Tax Return, Buyer shall deliver provide Seller with a copy of such Tax Return (or a pro forma Tax Return solely related to the Transferred Companies in the case of any consolidated, combined, affiliated or unitary Tax Return that includes Buyer or any of its Affiliates) at least thirty (30) days prior to the last date for timely filing such Tax Return (giving effect to any valid extensions thereof) accompanied by a statement setting forth Seller’s indemnification obligation, if any, pursuant to Section 6.5(a); (B) Buyer shall consider the reasonable comments of Seller for its review, comment to such Tax Returns and approval (which approval shall not withhold incorporation of such comments to the extent doing so would not materially increase Buyer’s or any of its Affiliates’ liability for Taxes; (C) Seller shall pay to Buyer the amount of its indemnification obligation pursuant to Section 6.5(a) related to such Tax Returns within a reasonable time for the filing of such Tax Returns; (D) no such Tax Return shall be filed without the consent of Seller, such consent not to be unreasonably withheld, conditioned or delayed; (E) a copy of each Purchaser Tax Return at least twenty (20) days prior Buyer shall cause any amounts shown to the be due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case on such Tax Returns reasonably requested by any Person in connection with to be timely remitted to the preparation applicable Taxing authority; and (F) Buyer and Seller shall each bear one half of any the reasonable cost of preparing such Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to TaxesReturns.

Tax Returns. (a) Seller shall, at Seller’s expense, The Company shall prepare and timely file file, or shall cause to be prepared and timely filed (i) any filed, all Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) Returns required to be filed by it that are due on or 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). Notwithstanding anything herein to the contrary, Member Representative shall prepare and timely file, or cause to be prepared and timely filed, any federal U.S. Return of Partnership Income, Forms 1065 and applicable schedules thereto, on behalf of the Company, with respect to any member period prior to the effective date of the Commercial Air GroupTax Election, in the case regardless of this clause (ii), that whether such partnership return is due on or before the Closing Date (taking into account any extensions). Except ; provided, that no such Tax Return shall be filed without Parent’s consent (which may be given or withheld in Parent’s absolute discretion) to the extent the Tax Return would be inconsistent in any respect with the representations and warranties in Section 3.18 if those representations and warranties were made as of the filing date of that Tax Return (or would cause those representations and warranties to become incorrect or untrue in any respect), or with applicable past practice (unless otherwise required by Law, Purchaser shall not amend Law or revoke any change in relevant facts). Any such Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information prepared in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the any applicable past practice of the (unless otherwise required by Law or by change in relevant member of the Commercial Air Groupfacts). (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser Parent shall prepare and timely file file, or cause to be prepared and timely filed filed, all Tax Returns with respect to the members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Tax Period or a not filed by the Company under Section 6.04(a) and for any Straddle Period (a “Purchaser Tax Return”), Purchaser shall prepare or cause to be prepared Period. Any such Tax Return shall be prepared in a manner consistent with any applicable past practices of the relevant member of the Commercial Air Group except as may be practice (unless otherwise required by Law. Purchaser Law or a change in relevant facts) and, if it is an income Tax Return, shall deliver be submitted by Parent to Seller for its reviewMember Representative (together with schedules, comment and approval (which approval shall not be unreasonably withheldstatements and, conditioned or delayedto the extent requested by Member Representative, supporting documentation) a copy of each Purchaser Tax Return at least twenty (20) 45 days prior to the due date thereof (taking into account including extensions) of such Tax Return. If Member Representative objects to any extensions). Seller shall provide item on any comments such Tax Return that relates to Purchaser a Pre-Closing Tax Period, it shall, within ten (10) days after delivery of such Tax Return, notify Parent in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Parent and Member Representative shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Parent and Member Representative are unable to reach such agreement within ten days after receipt by Parent of such notice, the disputed items shall be resolved by the Independent Accountant and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within 20 days of receipt of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Purchaser Tax Return, the Tax Return shall be filed as prepared by Parent and Purchaser shall revise such Purchaser Tax Return then amended to reflect any reasonable comments received from Sellerthe Independent Accountant’s resolution. Except as required The costs, fees and expenses of the Independent Accountant shall be borne one half by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without Parent and one half by Member Representative on behalf of the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy Members. The preparation and filing of any Tax Return of (i) any member the Company that does not relate to a Pre-Closing Tax Period or Straddle Period shall be exclusively within the control of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to TaxesParent.

Tax Returns. (a) Seller shall, at Seller’s expense, prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or 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 Commercial Air Group, in the case of this clause (ii), that is due on or before the Closing Date (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser SPTL shall prepare and timely file file, or cause to be prepared and timely filed filed, on behalf of the JVC, all Tax Returns of the JVC that are due with respect to the members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Tax Period or that is not part of a Straddle Period (a “Purchaser Period. SPTL shall have authority to determine the manner in which any items of income, gain, deduction, loss or credit arising out of the income, properties and operations of the JVC shall be reported or disclosed in such Tax Return”), Purchaser Returns; provided that such Tax Returns shall prepare or cause to be prepared by treating items on such Tax Return Returns in a manner consistent with past practices of the relevant member of the Commercial Air Group except as may be practice with respect to such items, unless otherwise required by applicable Law. Purchaser The JVC shall deliver cause an appropriate, authorized person to Seller sign such Tax Returns on behalf of the JVC. SPTL shall pay or cause to be paid all Taxes imposed on the JVC shown as due and owing on such Tax Returns. (b) SPTL shall prepare and timely file, or cause to be prepared and timely filed, on behalf of the JVC, all Tax Returns of the JVC that are due with respect to a Straddle Period; provided that such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practice, unless otherwise required by applicable Law. The JVC shall cause an appropriate, authorized person to sign such Tax Returns on behalf of the JVC. SPTL shall pay or cause to be paid all Taxes attributable to the Pre-Closing Straddle Period imposed on the JVC shown as due and owing on such Tax Returns, and the JVC shall pay or cause to be paid all Taxes attributable to the Post-Closing Straddle Period imposed on the JVC shown as due and owing on such Tax Returns. (c) The JVC shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of the JVC other than those described in Section 11.5(a) or Section 11.5(b); provided that such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practice, unless otherwise required by applicable Law. The JVC shall pay or cause to be paid all Taxes imposed on the JVC shown as due and owing on such Tax Returns. (d) The JVC shall use commercially reasonable efforts to cause any such Tax Returns contemplated in Section 11.5(c) to be submitted to the Shareholders for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return their review at least twenty (20) days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return prior to reflect any reasonable comments received from Seller. Except as required its due date (including extensions) unless otherwise agreed to by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Shareholders. (ce) Notwithstanding anything The JVC shall cause to be provided to the contrary in this AgreementShareholders information concerning their respective Taxable income or loss, Seller shall not be required and each class of income, gain, loss, deduction or credit which is relevant to provide any Person with any Tax Return reporting their respective share of JVC income, gain, loss, deduction or copy credit, for purposes of any required Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with Returns. Information required for the preparation of each Shareholder’s Tax Returns shall be furnished to each Shareholder, as the case may be, as soon as possible after the close of the JVC’s fiscal year and, in any event, no later than the date on which the income Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating Return for such fiscal year is submitted to Taxesthe Shareholders for review pursuant to Section 11.5(d).

Tax Returns. (a) Seller shall, at Seller’s expense, prepare and timely file The Company has filed or shall cause caused to be prepared filed, or has properly filed extensions for, all tax returns, reports, forms and timely filed other such documents (i"Tax Returns") any Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) are required to be filed and has paid or caused to be paid all Taxes as shown on said returns and on all material assessments received by it to the extent that such Taxes have become due, except Taxes the validity or amount of which is being contested in good faith by appropriate proceedings and with respect to any member of the Commercial Air Groupwhich adequate reserves, in the case of this clause accordance with generally accepted accounting principles in effect from time to time (ii"GAAP"), have been set aside. Such Tax Returns are true and correct in all material respects. The Company has paid or caused to be paid, or has established reserves in accordance with GAAP for all Tax liabilities applicable to the Company for all fiscal years that is due have not been examined and reported on by the taxing authorities (or before the Closing Date (taking into account any extensionsclosed by applicable statutes). Except as required disclosed in the Schedule of Exceptions, no additional Tax assessment against the Company has been heretofore proposed by Lawany Governmental Authority and remains outstanding for which provision has not been made on its balance sheet. Except as set forth on the Schedule of Exceptions, Purchaser shall not amend no waivers of the statute of limitation or revoke extension of time within which to assess any Tax Return described in have been affirmatively granted by the immediately preceding sentence (or any notification or election relating thereto) without Company. The Schedule of Exceptions sets forth the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession tax year through which United States federal income tax returns of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation Company have been examined and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Groupclosed. (b) Except for as set forth on the Schedule of Exceptions, with respect to all Tax Returns of the Company, (i) no audit is in progress and no extension of time is in force with respect to any date on which any Tax Return required was or is to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare filed and timely file no waiver or cause to be prepared and timely filed all Tax Returns with respect to agreement is in force for the members extension of time for the Commercial Air Group. In the case assessment or payment of any such Tax Return for a Pre-Closing Period Tax; and (ii) to our knowledge, there is no unassessed deficiency proposed or a Straddle Period (a “Purchaser Tax Return”), Purchaser shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of threatened against the relevant member of the Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (20) days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Company. (c) Notwithstanding anything Except as set forth on the Schedule of Exceptions, the Company has not agreed to make any adjustments under section 481 of the Code that would survive the Closing by reason of a change of accounting method or otherwise prior to Closing. (d) None of the respective assets of the Company is required to be treated as being owned by any Person, other than the Company, pursuant to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy "safe harbor" leasing provisions of any Tax Return of (iSection 168(f)(8) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to TaxesCode.

Tax Returns. (a) Seller shallAfter the Closing, at Purchaser’s cost and expense, the Seller shall afford, during normal business hours upon prior reasonable notice, the Purchaser and Purchaser’s financial advisors, accountants and authorized representatives access to the Seller’s expense, prepare books and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or records with respect to any member of its consolidated Tax Returns filed with respect to all periods prior to the Commercial Air GroupClosing Date. Purchaser and Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the case filing of Tax Returns pursuant to this clause Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (ii)upon the other party’s request) the provision of records and information reasonably relevant to any such audit, that is due litigation or other proceeding and making employees available on or a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Purchaser and Seller agree (A) to retain all books and records with respect to Tax matters pertinent to Proton relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (taking and, to the extent notified by Purchaser or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into account with any extensions). Except as required by Lawtaxing authority, and (B) 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, Purchaser or Seller, as the case may be, shall not amend or revoke any Tax Return described in allow the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause other party to be provided) to Seller any information already in the take possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation such books and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group.records (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall timely prepare and timely file or cause to be prepared and timely file or cause to be filed all Tax Returns with respect for the Seller for all periods for which a Tax Return is required to be filed or a Tax is required to be paid (each, a “Tax Period”) ending on or prior to the members of Closing Date which are filed after the Commercial Air Group. In the case of any Closing Date and Seller shall pay all Taxes reflected on such Tax Return for a Pre-Closing Period or a Straddle Period Returns. Copies of all such Tax Returns shall be made available to Purchaser at least fifteen (a “Purchaser Tax Return”), Purchaser shall prepare or cause 15) Business Days prior to the date on which they are to be prepared such Tax Return in a manner consistent with past practices of the relevant member of the Commercial Air Group except as may be otherwise required by Law. filed to enable Purchaser shall deliver to Seller for its review, comment upon and approval approve such Tax Returns (which approval shall not be unreasonably withheld, conditioned withheld or delayed) a copy of each , it being understood by the Purchaser that the only basis upon which it can withhold its consent to any Tax Return at least twenty is to require modifications thereto, consistent with the Internal Revenue Code of 1986, as amended, and United States Treasury Regulations, to protect the availability of Proton’s net operating losses to the Purchaser). Purchaser shall cause Proton to furnish information to Seller as reasonably requested by Seller to allow Seller to satisfy its obligations under this Section 7.6 The Seller and Purchaser shall consult and cooperate with each other as to any elections to be made on returns of the Seller for the Tax Periods ending on or before the Closing Date. With respect to the short tax year for Proton ending on the Closing Date, Purchaser and Seller agree to determine Proton’s tax attributes, taxable income and financial information for such period based on an interim closing of the books as of the close of business on the Closing Date. (20c) days Seller shall control all Tax audits and proceedings with respect to Proton that relate to a Tax Period ending on or prior to the due date thereof (taking into account any extensions). Closing Date, provided that Seller shall provide any comments to Purchaser within ten (10) days of receipt of any will not settle such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend audit or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) proceeding without the prior written consent of Seller (Purchaser, which consent shall not be unreasonably withheld, conditioned withheld or delayed). At Purchaser’s cost and expense, Purchaser shall be permitted to participate in any such Tax audit or proceeding. (cd) Notwithstanding anything Purchaser shall control all Tax audits and proceedings with respect to the contrary in this Agreement, Seller shall not be required Proton that related to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to TaxesPeriod ending after the Closing Date.

Tax Returns. (a) Seller shallExcept as disclosed in Schedule 2.14, at Seller’s expense, prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) all material Returns required to be filed by prior to Closing for taxable periods ending on or prior to the Closing Date by, or with respect to any member of activities of, the Commercial Air GroupCompany and the Transferred Subsidiaries have been or will be filed in accordance with all applicable laws, in the case of this clause (ii), that is and all Taxes shown to be due on such Returns have been or before the Closing Date (taking into account any extensions)will be paid prior to Closing. All such Returns have been or will be correct in all material respects. Except as required by Lawset forth on Schedule 2.14 attached hereto, Purchaser shall not amend there is no action, suit, taxing authority proceeding or revoke any Tax Return described audit with respect to Taxes that is or could likely be material in amount now in progress, pending or threatened in writing against or with respect to the immediately preceding sentence (or any notification or election relating thereto) without Company and the prior written consent of SellerTransferred Subsidiaries. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession Each of the members of Company and the Commercial Air Group Transferred Subsidiaries has withheld and paid over to the applicable Taxing Authority all Taxes that are or Purchaser reasonably requested by Seller would likely be material in amount and that are due and owing with respect to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a)amount paid to any independent contractor, and Purchaser shall use commercially reasonable efforts to prepare (employee, shareholder, creditor or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Groupother party. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a)as set forth on Schedule 2.14, Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the members none of the Commercial Air Group. In the case Company or any Transferred Subsidiary has currently in effect any waiver of any such statute of limitations or granted any extension of time in which any material Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser 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 Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (20) days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Sellerassessed. Except as required by Lawset forth on Schedule 2.14, Purchaser shall not amend or revoke any such Purchaser Tax Returns (none of the Company or any notification or election relating thereto) without Transferred Subsidiary is currently the prior written consent beneficiary of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)any extension for filing a Return. (c) Notwithstanding anything Except as set forth on Schedule 2.14, none of the Company or any Transferred Subsidiary is a party to any agreement which could obligate the contrary in this Agreement, Seller shall Company or any Transferred Subsidiary to pay any amount that would not be required to provide deductible under Code Section 280G. (d) No claim has been made in the last five years by any Person with Taxing Authority in any Tax Return or copy of jurisdiction where any Tax Return of (i) any member of the Seller Group Company or any Transferred Subsidiaries do not file Returns that such entity is or may be subject to taxation by that jurisdiction. (iie) The Company is not, and has not been within the previous five years, a consolidated, combined or unitary group that includes any member "United States real property holding company" within the meaning of Code Section 897(c). (f) The reserve for Taxes accrued on the balance sheet of the Seller Group (or any Combined Company as of August 28, 1997 has been established in accordance with GAAP and the unpaid Taxes of the Company and the Transferred Subsidiaries will not, as of the Closing Date, exceed such reserve, adjusted for results of operations, changes in the rate of Tax Return), except, and the passage of time in each case such Tax Returns reasonably requested by any Person in connection accordance with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to TaxesCompany's past practice.

Tax Returns. (ai) Seller shall, at Seller’s expense, The Company shall prepare and timely file or shall cause to be prepared prepared, and timely filed (i) any shall file or cause to be filed, all Tax Return of a member Returns of the Seller Group or of a consolidated, combined or unitary group Company and its Subsidiaries that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) are required to be filed by or with respect to any member of the Commercial Air Group, in the case of this clause (ii), that is due on or before the Closing Date Date. Except to the extent otherwise required by law, such Tax Returns shall be prepared on a basis consistent with the past practices of such entities. The Company shall make such Tax Returns available to the Purchaser for review no less than thirty (30) days in advance of the due date for filing any such Tax Returns to provide the Purchaser with a meaningful opportunity to analyze and comment on such Tax Returns before filing. The Company shall make such changes and revisions to such Tax Returns as are reasonably requested by the Purchaser. The Company shall cause such Tax Returns to be timely filed (taking into account any extensionsextensions granted). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (bii) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser Tax Return”), The Purchaser shall prepare or cause to be prepared and shall file or cause to be filed all Tax Returns of the Company and its Subsidiaries for all Pre-Closing Tax Periods required to be filed after the Closing Date and all Straddle Periods. Except to the extent otherwise required by law, all such Tax Return in Returns shall be prepared on a manner basis consistent with the past practices of such entities. The Purchaser shall permit the relevant member PPB Sub to review and comment on each material Tax Return that is prepared under this Section 2(b)(ii) no less than thirty (30) days in advance of the Commercial Air Group except extended due date for filing any such Tax Returns to provide the PPB Sub with a meaningful opportunity to analyze and comment on such Tax Returns before filing. The Purchaser shall make such changes and revisions to such Tax Returns as are reasonably requested by the PPB Sub to the extent that such revisions relate to Taxes of any Pre-Closing Tax Period for which the PPB Sub may be otherwise required by Law. Purchaser shall deliver liable pursuant to Seller for its reviewSection 2(a), comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (20) days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of except (i) any member of the Seller Group where a contrary position is required under applicable law or (ii) a consolidatedto the extent such comments, combined or unitary group that includes if incorporated in any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, could reasonably be expected to have a material adverse affect resulting from incorporating such comments in such Tax Return on the liability for Taxes of the Purchaser, the Company or any of their affiliates in any Post-Closing Tax audit Period. In the event that the Tax liability of the Company or examination any of its Subsidiaries in connection with an administrative or judicial proceeding involving a Pre-Closing Tax Period reflected on a Tax authority relating Return prepared under this Section 2(b)(ii) exceeds the reserve for such Tax liability reflected on the ADS Business Balance Sheet and taken into account in the calculation of Acceptance Date Net Working Capital, the Purchaser shall notify the PPB Sub of such excess and the PPB Sub shall promptly (but in any event within three (3) Business Days of the Purchaser's request) pay to Taxesthe Purchaser an amount equal to such excess.

Tax Returns. (a) Seller shall, at Seller’s expense, prepare Tax Returns to be Prepared and timely file or shall Filed by Cadence. Cadence will be responsible for and will cause to be prepared and timely duly filed (i) any all Tax Return of a member Returns of the Seller Tality Group or of a consolidated, combined or unitary group (other than Group Tax Returns) to the extent that includes any member of the Seller Cadence Group (or may be liable for the payment of any Combined Tax due with respect to any such Tax Return) and , except for any Tax Return pertaining to degrouping under the applicable provisions of UK law, (ii) any all Straddle Period Tax Return Returns, and (other iii) all Group Tax Returns. All such Tax Returns shall be prepared in a manner consistent with prior periods to the extent such Tax Returns have been filed in prior periods. All such Tax Returns that require the payment of material amounts by the Tality Group shall be submitted to Tality no later than any Combined ten days prior to the due date and filing thereof, and Tality shall have the right to review and comment thereon (without such submission review or lack thereof affecting the indemnification obligations of Cadence under this Agreement). Such Tax Return) required Returns, as modified by reasonable comments of Tality (if applicable), shall be filed with applicable taxing authorities. Cadence shall pay or cause to be paid any and all Cadence Taxes that are due with respect to such Tax Returns, and the Tality Group shall pay any Tality Taxes that are due with respect to such Tax Returns. (b) Tax Returns to be Prepared and Filed by the Tality Group. Except as provided in Section 4.2(a), the Tality Group shall be responsible for and will cause to be prepared and duly filed by all Tax Returns of or with respect to any member of the Commercial Air Group, in Tality Group to the case of this clause (ii), extent that is due on or before they may be liable for the Closing Date (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing payment of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns due with respect to the members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser 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 Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (20) days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser all Tax Returns (or any notification or election relating theretoincluding information returns) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be that are required to provide any Person be filed by the Partnership. The Tality Group shall pay all Tality Taxes that are due with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case respect to such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to TaxesReturns.

Tax Returns. (a) Seller shallWithout limiting Purchaser’s indemnification rights pursuant to Section 11.3(b), at Seller’s expenseafter the Closing Date, prepare and timely file or Purchaser shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or 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 Commercial Air Group, in the case of this clause (ii), that is due on or before the Closing Date (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide file (or cause to be providedfiled) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to Asset Taxes that are required to be filed after the members Closing Date that relate to any Tax period ending before the Effective 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 Commercial Air Groupdue 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 incorporate 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 relating to any Tax period that ends before or includes the Effective Date that become due after the Closing Date. In the case of any such Tax Return for a Pre-Closing Period or a Straddle Period described in clause (a “Purchaser Tax Return”i) that includes Asset Taxes that are allocable to Seller pursuant to Section 9.1(a), Purchaser shall prepare or cause send to be prepared Seller a statement that apportions the Asset Taxes shown on such Tax Return between Purchaser and Seller in a manner consistent accordance with past practices of Section 9.1(a), and Seller shall promptly pay to Purchaser the relevant member of the Commercial Air Group except amount shown as may be otherwise required by Law. Purchaser shall deliver allocable to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (20) days prior to the due date thereof on such statement (taking into account account, and without duplication of, Asset Taxes effectively borne by Seller as a result of (x) the adjustments to the Purchase Price pursuant to Section 2.3 or Section 8.4, as applicable, and (y) any extensionspayments made from one Party to the other in respect of Asset Taxes pursuant to Section 9.1(c)); provided, however, that if such payment is required to be made during the Holdback Period, such payment shall be disbursed (in whole or in part) from the Indemnity Holdback Escrow in accordance with Section 8.5. Seller 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 applicable taxing authority and (B) nothing within this Section 9.2 shall provide be interpreted as altering the manner in which Asset Taxes are allocated and economically borne by the Parties (except for any comments penalties, interest or additions to Purchaser within ten (10) days of receipt Tax imposed as a result of any such breach by Purchaser Tax Return and Purchaser of its obligations under this Section 9.2, which shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required be borne by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayedPurchaser). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxes.

Tax Returns. (ai) Seller shallNotwithstanding any other provision contained herein, at Seller’s expense, LSB shall in a timely manner prepare and timely file or shall cause to be prepared and timely file or cause to be filed all Seller Consolidated Returns and pay all Consolidated Taxes. All such Tax Returns to the extent related to the CCG Entities shall be filed consistent with most recent past practice unless failure to do so would not reasonably be expected to cause any adverse effect (iother than a de minimis one) on any CCG Entity or the Purchaser. For the avoidance of doubt, the Parties intend that any federal income Tax Return deductions incurred by the Company on the Closing Date related to the transactions contemplated by this Agreement (including the payment of a member of CCG Entities Indebtedness and Transaction Expenses) shall be treated as arising in the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Pre-Closing Tax Return) and Period. (ii) any The Seller shall prepare or cause to be prepared all Tax Return Returns (other than any Combined Tax ReturnSeller Consolidated Returns) required to be filed by or with respect to any member of the Commercial Air Group, in the case of this clause (ii), CCG Entities for all tax periods that is due end on or before the Closing Date (taking into account any extensions“Pre-Closing Tax Returns”) and for all Straddle Periods (“Straddle Tax Returns”). Except as Straddle Tax Returns shall be prepared on a basis consistent with most recent past practice except to the extent otherwise required by Law, Purchaser shall not amend or revoke any applicable Laws. For each Pre-Closing Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Straddle Tax Return required to be prepared by Seller pursuant to Section 7.3(a)filed after the Closing Date, Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Period or a Straddle Period no later than fifteen (a “Purchaser 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 Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (2015) days prior to the due date thereof (taking into account including any applicable extensions)) thereof, the Seller shall deliver a copy of such 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 or Straddle Tax Return, as applicable, (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 Tax Return to be executed and timely filed with the appropriate Governmental Entity and provide a copy of such executed and filed Tax Return to the Seller. (iii) If the Purchaser objects to any comments item on a Tax Return prepared by the Seller pursuant to Section 6.8(b)(ii), the Purchaser shall, within ten fifteen days after delivery of such Tax Return, notify the Seller 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 national or international reputation mutually agreeable to Seller and Purchaser (10the “Tax Accountant”), and any such determination by the Tax Accountant shall be final. The fees and expenses of the Tax Accountant shall be borne equally by Purchaser and Seller. If the 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 therefor, such Tax Return shall be filed as prepared by the Seller and amended to reflect the Tax Accountant’s resolution. The preparation and filing of any Tax Return that does not relate to a Pre-Closing Tax Period or Straddle Period shall be exclusively within the control of the Purchaser. (iv) days In the case of receipt Taxes (other than Consolidated Taxes) that are payable with respect to any Straddle Period, the portion of any such Purchaser Taxes that is attributable to the portion of the period ending on the Closing Date shall be: (A) in the case of Taxes 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 Return period of the applicable CCG Entity ended with (and Purchaser included) the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall revise 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 applicable CCG Entity, deemed to be the amount of such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as 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 in the portion of the period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire period. (v) Unless otherwise required by Law, Purchaser after the Closing, LSB and the Seller shall not, and shall not permit any of their Affiliates to, amend or revoke any such Purchaser Tax Returns (or change any Tax elections or accounting methods with respect to any CCG Entity relating to any Pre-Closing Tax Period to the extent such amendment or change would reasonably be expected to have a material cost to the Purchaser or any notification or election relating thereto) CCG Entity without the prior written consent of Seller (the Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed). (cvi) Notwithstanding anything to Unless otherwise required by Law, the contrary in this Agreement, Seller Purchaser shall not be required to provide amend any Person with any Pre-Closing Tax Return Returns or copy of any Straddle Tax Return of (i) any member Returns without the prior written consent of the Seller Group or (ii) to the extent such amendment would reasonably be expected to have a consolidated, combined or unitary group that includes any member of material cost to the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to TaxesSeller.

Tax Returns. (a) Seller shall, at Seller’s expense, Sellers’ Representative shall prepare and timely file file, or shall cause to be prepared and timely filed (i) filed, the initial filing of all Pass-Through Tax Returns for any Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or 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 Commercial Air Group, in the case of this clause (ii), that is due taxable period ending on or before the Closing Date that are due after the Closing Date (taking into account any applicable extensions). Except Each Pass-Through Tax Return (including, for the avoidance of doubt, any Pass-Through Tax Return prepared by or at the direction of Buyer) shall be prepared in a manner consistent with the most recent past practices of the relevant Acquired Company, except as otherwise required by applicable Law or as otherwise provided in this Agreement; provided, however, that the Parties acknowledge and agree that (i) any Transaction Tax Deductions shall, to the extent such position is “more likely than not” permitted under applicable Law, Purchaser be treated as attributable to the taxable period (or portion thereof) ending on the Closing Date, (ii) the Group Companies shall not amend use the “interim closing method” (and the “calendar day convention”) pursuant to Section 706 of the Code (and any similar provision of state, local or revoke non-U.S. law) with respect to any Pass-Through Tax Return described for any Straddle Period, (iii) each of the Acquired Companies that is treated as a partnership for U.S. federal or applicable state, local or non-U.S. income tax purposes (or for which such an election is otherwise available) shall make the election provided for in Section 754 of the immediately preceding sentence Code (or any notification similar elections available under state, local or non-U.S. Law) with respect to any taxable period that includes the Closing Date (to the extent that such election relating theretois not already in effect), which election shall not be revoked, and (iv) without any deduction attributable to costs or expenses economically borne by Buyer (including any expenses that were not paid prior to 12:01 a.m. on the Closing Date or included as a liability that reduced amounts payable to Sellers in the calculation of the Purchase Price) shall, to the extent such position is “more likely than not” permitted under applicable Law, be treated as attributable to taxable periods beginning after the Closing Date. No later than 20 days prior written consent to the due date for filing such Pass-Through Tax Returns prepared by Sellers’ Representative (taking into account applicable extensions), Sellers’ Representative shall provide a copy of Seller. Purchaser shall promptly provide each such Pass-Through Tax Return to Buyer for its review and approval (or cause such approval not to be provided) to Seller any information already in the possession of the members of the Commercial Air Group unreasonably withheld, conditioned or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(adelayed), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser . Buyer shall prepare and timely file file, or cause to be prepared and timely filed filed, all Pass-Through Tax Returns with respect to the members and other income Tax Returns of the Commercial Air Group. In the case of any such Tax Return for a Acquired Companies relating to Pre-Closing Period Tax Periods that are not prepared and filed by Sellers’ Representative pursuant to the other provisions of this Section 7.05(a). To the extent relevant to determining any liability for which any of the Sellers (or a Straddle Period (a “Purchaser their direct or indirect owners) would be responsible or any Tax Return”)refund to which Sellers are entitled hereunder, Purchaser such Pass-Through Tax Returns and other income Tax Returns shall prepare or cause to be prepared such Tax Return in a manner consistent with the most recent past practices of the relevant member of the Commercial Air Group applicable Acquired Companies, except as may be otherwise required by Law or as otherwise provided in this Agreement (including with respect to the making of any election under Section 754 of the Code, or similar provisions of applicable state, local or non-U.S. Law). Purchaser Any Pass-Through Tax Returns and other income Tax Returns prepared by or at the direction of Buyer that would affect the Tax liabilities of any of the Sellers (or their direct or indirect owners) or any Tax refund to which Sellers are entitled hereunder shall deliver be provided by Buyer to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return the Sellers’ Representative at least twenty (20) 20 days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any for filing such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Pass-Through Tax Returns or other income Tax Returns for Sellers’ Representative’s review and approval (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall such approval not to be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxes.

Tax Returns. (a) Seller shall, at Seller’s expense, The Companies shall prepare and timely file file, or shall cause to be prepared and timely filed (i) any filed, all Tax Return of a member Returns in respect of the Seller Group or Companies and any of a consolidated, combined or unitary group its Subsidiaries that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) are required to be filed by (taking into account any extension) on or with respect before the Closing Date, and the Seller Parties shall pay, or cause to any member of the Commercial Air Groupbe paid, in the case of this clause (ii), that is all Taxes due on or before the Closing Date (taking into account any extensions)Date. Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Such Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) prepared by treating items on such information Tax Returns in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice practices of the relevant member Companies with respect to such items, except as required by applicable Law. At least fifteen (15) days prior to filing any such Tax Return, the Companies shall submit a copy of the Commercial Air Groupany such Tax Return to Buyer for Buyer’s review and reasonable comment. The Companies shall consider, in good faith, all changes to such Tax Returns reasonably requested by Buyer. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser Buyer shall prepare and timely file file, or cause to be prepared and timely filed filed, all Tax Returns required to be filed by the Companies after the Closing Date with respect to the members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Tax Period or a Straddle Period (a “Purchaser Period. Any such Tax Return”), Purchaser Return(s) shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant member of the Commercial Air Group except as may be practice (unless otherwise required by applicable Law. Purchaser ) and shall deliver be submitted by Buyer to the Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty thirty (2030) days prior to the due date thereof (taking into account any including extensions) of such Tax Return(s). If the Seller objects to any item on any such Tax Return(s), then it shall, within fifteen (15) days after delivery of such Tax Return(s), notify Buyer in writing that it so objects, specifying with particularity any such item for which it objects (the “Notice of Objection”). If a Notice of Objection is duly and timely delivered, then Buyer and the Seller shall provide any comments negotiate in good faith and use their reasonable best efforts to Purchaser within ten resolve such item(s). If Buyer and the Seller are unable to reach such agreement on or before fifteen (1015) days after receipt by Buyer of receipt the Notice of Objection, then the disputed item(s) shall be resolved by the Independent Auditor and any determination by the Independent Auditor shall be final. The Independent Auditor shall resolve any disputed items within 20 days of having the item referred to it pursuant to such Purchaser procedures as it may require. If the Independent Auditor is unable to resolve any disputed items before the due date for such Tax Return Return(s), then the Tax Return(s) shall be filed as prepared by Buyer and Purchaser shall revise such Purchaser Tax Return then amended to reflect any reasonable comments received from Sellerthe Independent Auditor’s resolution. Except as required by LawThe costs, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member fees and expenses of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of Independent Auditor shall be borne equally by Buyer and the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to TaxesSeller.

Tax Returns. (a) Seller shall, at Seller’s expense, prepare and timely file or Parent shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or 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 Commercial Air Group, in the case of this clause (ii), that is due on or before the Closing Date (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice any Tax Returns of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required Company Subsidiaries relating solely to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Period or a Straddle Period Periods (a other than Seller Consolidated Returns, “Purchaser Tax ReturnSeller Returns”), Purchaser shall prepare or cause to be prepared such Tax Return ) in a manner consistent with past practices applicable Law, and subject to the Amended and Restated Limited Partnership, the Company (at the direction of Buyer) and the Company Subsidiaries (at the direction of the relevant member Company) shall prepare (or cause to be prepared) in a manner consistent with applicable Law and file (or cause to be filed) all Tax Returns of the Commercial Air Group except Company and the Company Subsidiaries that are filed after the Closing Date other than Seller Returns (“Company Returns”) and file (or cause to be filed) all Seller Returns and Company Returns. Prior to the filing of any Seller Returns or Company Returns, the preparing party shall permit Sellers (in the case of Company Returns) or Buyer (in the case of Seller Returns) to review and comment on such Tax Returns and shall accept Sellers’ or Buyer’s, as may be otherwise required by Lawapplicable, reasonable revisions to such Tax Returns. Purchaser shall deliver to Seller for its review, comment and approval (which approval Buyer shall not amend (or cause to be unreasonably withheld, conditioned or delayedamended) a copy of each Purchaser any Tax Return at least twenty (20) days of the Company or any Company Subsidiary filed on or prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) Closing Date without the prior written consent of Seller (Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. Buyer, the Company, the Company Subsidiaries, and Sellers shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to this Agreement and any Tax Claim for a taxable period in which the Closing occurs and for any prior taxable period, and in connection with the determination of an allocation of Taxes between a Pre-Closing Period and Post-Closing Period. Such cooperation shall include (i) the retention (as described below in this Section 7.1(b). ) of records and information which are reasonably relevant to any such Tax Return and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder; and (cii), subject to Section 7.1(c), providing copies (upon another Party’s request) of all relevant portions of relevant Tax Returns, together with all relevant portions of relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property and other information, which any such Party may possess. Each Party will retain all Tax Returns, schedules and work papers, and all material records and other documents relating to Tax matters, with respect to the Company and the Company Subsidiaries for Pre-Closing Periods until the later of (x) the expiration of the statute of limitations for the Tax periods to which the Tax Returns and other documents relate or (y) six (6) years after the due date (without extension) for such Tax Returns. Thereafter, a Party holding such Tax Returns or other documents may dispose of them. Each Party (or its applicable Affiliate) will make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Notwithstanding anything to the contrary contained in this Agreement, Seller Parent shall not be required have the sole exclusive right to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group prepare (or cause to be prepared) and file (or cause to be filed) all consolidated U.S. federal income Tax Returns for the consolidated group for which it is a parent, including any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with for a Pre-Closing Period that include the preparation of any Tax Return, any Tax audit Company or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxesthe Company Subsidiaries (“Seller Consolidated Returns”).

Tax Returns. (ai) The Seller shall, at Seller’s expense, shall timely prepare and timely file file, or shall cause to be timely prepared and timely filed filed, in a manner consistent with past practice, when due (itaking into account all applicable extensions) any all Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group Returns that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) are required to be filed by or with respect to any member of the Commercial Air GroupFilene’s Basement, in the case of this clause (ii), that is due FB Services and FB Leasing for taxable periods ending on or before the Closing Date Date; provided, however, that (taking into account any extensions). Except as required by LawA) the Seller shall deliver, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller delivered, any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any such Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (that constitute income or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all franchise Tax Returns with respect to the members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser 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 Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty ten (2010) days prior to the due date thereof for its review and (B) that any such Tax Return required to be filed by Filene’s Basement, FB Services or FB Leasing shall be signed by an authorized representative of Filene’s Basement, FB Services or FB Leasing, as appropriate. The Seller shall pay or cause to be paid all Taxes shown as due on such Tax Returns. (ii) To the extent commercially reasonable, the Purchaser shall cause Filene’s Basement, FB Services and FB Leasing to timely prepare and file, when due (taking into account any all applicable extensions)) all Tax Returns that are required to be filed by or with respect to Filene’s Basement, FB Services or FB Leasing for taxable periods ending after the Closing Date. The Seller and each of its affiliates shall cooperate with the Purchaser, Filene’s Basement, FB Services and FB Leasing in the preparation of such Tax Returns and shall provide any comments to Purchaser within assistance as reasonably requested by the Purchaser. At least ten (10) business days of receipt prior to the due date of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return payment required to reflect any reasonable comments received from Seller. Except be made as required by Law, Purchaser shall not amend shown or revoke with respect to any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, the Seller shall pay to the Purchaser the amount of Taxes attributable to any Tax audit taxable period (or examination in connection with an administrative portion thereof) ending on or judicial proceeding involving a Tax authority relating to Taxesbefore the Closing Date.

Tax Returns. (a) Seller shallFollowing the Closing, at Seller’s expense, Purchaser shall prepare and timely file or shall cause to be prepared and timely filed (i) any all Tax Return of a member of Returns for Blocker and the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return) Partnership and (ii) any Tax Return (other than any Combined Tax Return) its Subsidiaries and shall make all payments required to be filed by or with respect to any member of such Tax Returns; provided that, notwithstanding anything in this Agreement to the Commercial Air Groupcontrary, in the case of this clause (ii)Blocker Seller may, that is due on or before the Closing Date (taking into account any extensions). Except as required by Lawat its election, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide prepare and file (or cause Blocker to be providedfile) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to any distributions or payments to the members owners of the Commercial Air GroupBlocker prior to Closing. In the case of any Any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser Tax Return”), Purchaser Returns shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of Blocker or the relevant member of the Commercial Air Group Partnership and its Subsidiaries (as applicable) except as may be otherwise required by this Agreement a change in applicable Law. With respect to any Tax Returns of the Partnership and its Subsidiaries that are due after the Closing that are of the type used to report the income, loss, gain, deduction and other Tax attributes from the operation of a partnership or other pass-through entity and that are of the type that could reflect items of income, loss, gain, deduction or other Tax attributes required to be included on a Tax Return of an Equity Holder (whether or not such items are actually reflected thereon) (a “Pass-Through Tax Return”), (i) Purchaser shall deliver submit such Pass-Through Tax Return to Seller the Equity Holder Representative no later than 30 days prior to filing any such Pass-Through Tax Return for its review, comment (ii) Purchaser shall make any changes to such Pass-Through Tax Returns reasonably requested by the Equity Holder Representative (including, but not limited to, with respect to any election or application of an accounting method in respect of Section 174A of the Code) and approval (which approval shall not be unreasonably withheld, conditioned or delayediii) a copy of each Purchaser no such Pass-Through Tax Return at least twenty (20) days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) be filed without the prior written consent of Seller (which consent the Equity Holder Representative. The Parties agree that the Partnership shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member make an election under Section 754 of the Seller Group or Code (iiand any corresponding state and local elections) a consolidated, combined or unitary group for the Tax year that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to TaxesClosing Date.

Tax Returns. (a) Seller The Company shall, at Seller’s its expense, prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or 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 Commercial Air Group, in the case of this clause (ii), that is due on or before the Closing Date (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) , and timely file, or cause to be timely filed, all Tax Returns for any Acquired Entity required to be filed after the Closing Date with respect to any Pre-Closing Tax Period or Straddle Period (“Pre-Closing Tax Returns”). Except as otherwise required by the terms of this Agreement or Applicable Law, any such information Pre-Closing Tax Return shall be prepared in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member Acquired Entities and, to the extent relevant, based on an interim closing of the Commercial Air Group. books of the Acquired Entities as of the Closing Date and, to the extent permitted by law at a “more likely than not” or a higher level of confidence, any deductions attributable to any of the Company Transaction Expenses, any employee bonuses, severance payments, debt prepayment fees, capitalized debt costs, or any other liabilities paid or accrued on or before the Closing Date shall be allocated to the Tax period or portion thereof ending on the Closing Date (b) Except and in connection therewith the parties agree that the election provided for any Tax Return required to in Revenue Procedure 2011-29 shall be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns made with respect to any success-based fees incurred in connection with the members of Transactions, if any, to the Commercial Air Groupextent permitted by Applicable Law). In the case of any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser Tax Return”)The Company shall, Purchaser shall at its expense, prepare or cause to be prepared such prepared, and timely file, or cause to be timely filed, all other Tax Return in a manner consistent with past practices Returns of the relevant member Acquired Entities pursuant to the terms of the Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (20) days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member Operating Document of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to TaxesCompany.

Tax Returns. (a) Seller shall, at Seller’s expense, prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of Following the Seller Group or of a consolidatedClosing, combined or unitary group that includes any member of the Seller Group (or 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 Commercial Air Group, in the case of this clause (ii), that is due on or before the Closing Date (taking into account any extensions). Except as required by Law, Purchaser Sellers’ Representative shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) all Flow-Through Tax Returns for the Target Companies (and their Subsidiaries) for all Pre-Closing Tax Periods and Straddle Periods due after the Closing Date (taking into account available extensions) that are not filed on or before the Closing Date. Buyer and the Target Companies shall cooperate with the Sellers’ Representative in preparing and filing such Flow-Through Tax Returns, including providing records and information which are reasonably relevant to such Flow-Through Tax Returns, making employees and third-party advisors available on a mutually convenient basis to provide additional information and explanation of any material provided, and signing and delivering to the Sellers’ Representative for filing any Flow-Through Tax Returns prepared in accordance with this Section 10.08 that are required to be signed by Buyer or any Target Company. Such Flow-Through Tax Returns shall be prepared in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Target Companies, except as otherwise required by applicable Tax Return required to be prepared by Seller pursuant to Section 7.3(a)Law, Purchaser this Agreement or changes in facts. The Sellers’ Representative shall prepare and timely file or cause to be prepared and timely filed all Tax Returns provide Buyer with respect to the members of the Commercial Air Group. In the case drafts of any such Flow-Through Tax Return for a Pre-Closing Period or a Straddle Period Returns no later than thirty (a “Purchaser 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 Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (2030) days prior to the due date thereof (taking into account any extensions)extensions thereof) and shall permit Buyer to review and comment on such Flow-Through Tax Returns. Seller shall provide Buyer and the Sellers’ Representative will promptly attempt to resolve any comments disputes with respect to Purchaser such Flow-Through Tax Returns; provided, that (x) if they are unable to do so within ten fifteen (1015) days after delivery of receipt notice of any the dispute, the Parties shall retain the Accounting Firm for resolution in the same manner in which disputes are handled pursuant to Section 2.07 (Post-Closing Adjustment) and, if such Purchaser dispute is not resolved prior to the due date of the applicable Flow-Through Tax Return, such Flow-Through Tax Return and Purchaser shall revise will be filed in the manner reflecting ▇▇▇▇▇’s position and, following the resolution of such Purchaser dispute, ▇▇▇▇▇ will promptly amend such Flow-Through Tax Return to the extent necessary to reflect any reasonable comments received from Sellerthe resolution of such dispute. Except as required To the extent such an election is not already in effect or not otherwise prohibited by applicable Law, Purchaser the Sellers’ Representative shall not amend make an election on each Flow-Through Tax Return of the applicable Target Companies classified for US federal income tax purposes as partnerships for the Pre-Closing Tax Period or revoke any such Purchaser Tax Returns Straddle Period that includes the Closing Date under Section 754 of the Code (or any notification comparable provision of foreign, state, or election relating theretolocal Law) without for the tax year that includes or ends on the date of the Closing Date. For avoidance of doubt, this Section 10.08(a) shall apply to any Flow-Through Tax Returns filed or issued with respect to any Pre-Closing Tax Period or Straddle Period of the Target Companies (and their Subsidiaries) ending on or prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)to the Closing Date. (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) Buyer shall use commercially reasonable efforts to deliver or cause to be delivered to each THP Seller, with respect to each such THP Seller’s interest in THP, (A) an estimated a consolidatedpro forma IRS Schedule K-1 (and any corresponding state and local law Tax forms) for the taxable period beginning on January 1, combined or unitary group that includes 2024 and ending on the Closing Date, no later than ninety (90) days after the Closing Date and (b) a final pro forma IRS Schedule K-1 (and any member of corresponding state and local law Tax forms) for the Seller Group taxable period beginning on January 1, 2024 and ending on the Closing Date, no later than one hundred and eighty (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with 180) days after the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to TaxesClosing.

Tax Returns. (ai) The Seller shall, at Seller’s expense, shall prepare and timely file or shall cause to be prepared and timely file or cause to be filed (i) any when due all Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group Returns that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) are required to be filed by or with respect to any member of the Commercial Air GroupCompanies or PWPG, and the Seller shall remit or cause to be remitted any Taxes due in the case respect of this clause (ii)such Tax Returns, that is are (1) due on or before the Closing Date (taking into account any extensionsin the case of a Company) or the RDA Closing Date (in the case of PWPG); and (2) for taxable years or periods ending on or before the Closing Date (in the case of a Company) or the RDA Closing Date (in the case of PWPG). Except No later than ninety (90) days after the Closing Date and the RDA Closing Date, as required by Lawapplicable, Purchaser the Buyer shall not amend or revoke cause the Companies and PWPG, respectively (at the Buyer’s sole cost and expense), to furnish to the Seller Tax information relating to the Companies and PWPG to allow Seller to comply with its obligations set forth in this Section 6.12(d)(i) (including any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser back-up workpapers and schedules reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(aSeller), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such which Tax information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice and custom of (A) the consolidated group of which the Seller is the common parent for inclusion in such group’s consolidated U.S. federal income Tax Return and any combined, unitary or consolidated state or local Tax Return that includes a Company or PWPG or (B) of the relevant member applicable Company or PWPG with respect to any separate Tax Returns of the Commercial Air Groupsuch Company or PWPG, respectively. (bii) Except for any Tax Return required to be prepared by Seller pursuant to as otherwise provided in Section 7.3(a6.12(d)(i), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser Tax Return”), Purchaser Buyer shall prepare or cause to be prepared and shall file or cause to be filed when due all Tax Returns that are required to be filed by any of the Companies or PWPG, and the Buyer shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. (iii) Any Tax Return in a manner consistent required to be filed by, or with past practices respect to, any of the Companies or PWPG, as applicable, relating to any Straddle Period shall be submitted (with copies of any relevant member of schedules, work papers and other documentation then available) to the Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller for its reviewthe Seller’s written approval not less than thirty (30) days prior to the due date for the filing of such Tax Return, comment and approval (which written approval shall not be unreasonably withheld, conditioned or delayed) a copy . The Seller shall have the option of each Purchaser Tax Return providing to the Buyer, at any time at least twenty fifteen (2015) days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except date, written instructions as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything to the contrary manner in this Agreementwhich any, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member all, of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined items for which it may be liable hereunder shall be reflected on such Tax Return), except. The Buyer shall, in each case preparing such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any cause the items for which the Seller may be liable hereunder to be reflected in accordance with the Seller’s instructions (except to the extent that, in the opinion of Tax audit or examination counsel to the Buyer (which opinion and which Tax counsel are reasonably acceptable to Seller (it being understood that Sheppard, Mullin, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP is reasonably acceptable Tax counsel))), the cost of which opinion shall be borne 50% by the Buyer and 50% by the Seller, there is no substantial authority for revising such Tax Return in connection accordance with an administrative or judicial proceeding involving a Tax authority relating the Seller’s instructions) and, in the absence of receiving such instructions, in accordance with the Seller’s past practice, if any, to Taxesthe extent permissible under Requirements of Law.

Tax Returns. (a) Seller The Company Entities shall, at Seller’s the Company Entities’ cost and expense, prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of a consolidatedfile, combined or unitary group that includes any member of the Seller Group (or 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 Commercial Air Group, in the case of this clause (ii), that is due on or before the Closing Date (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed filed, all Tax Returns with in respect of Pass-Through Income Tax Matters for the Company Entities that are required to be filed after the Closing Date in respect of any taxable periods ending on or prior to the members Closing Date. The Buyer Entities shall cooperate with the Company Entities in the preparation and filing of the Commercial Air Groupsuch Tax Returns. In the case of any Each such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser 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 Commercial Air Group practice except as may be otherwise required by Applicable Law. Purchaser The Company Entities shall deliver to Seller provide Truist with drafts of such Tax Returns at least thirty (30) days in advance of filing for its Truist’s review, comment and approval (which approval shall not be unreasonably withheldapproval, conditioned or delayed) a copy of each Purchaser and no such Tax Return at least twenty (20) days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) be filed without the prior written consent of Seller Truist (which consent shall not be unreasonably withheld, conditioned or delayed). . The Buyer Entities (cor, with respect to any particular Company Entity, the relevant Buyer Entity or Buyer Entities) Notwithstanding anything shall cause the Company Entities, at the Company Entities’ cost and expense, to prepare and timely file all Tax Returns in respect of Pass-Through Income Tax Matters for the contrary Company Entities in this Agreementrespect of any Straddle Period (“Straddle Returns”). Each such Tax Return shall be prepared in a manner consistent with past practice except as otherwise required by Applicable Law. The relevant Buyer Entities shall provide Truist with drafts of such Straddle Returns at least thirty (30) days in advance of filing for Truist’s review, Seller comment and approval, and no such Tax Return shall be filed without the consent of Truist (which consent shall not be required unreasonably withheld, conditioned or delayed). If, with respect to provide any Person with any Tax Return described in the foregoing of this Section 6.02, Truist and the relevant Buyer Entities (or copy of any the relevant Company Entities, as applicable) are unable to resolve a dispute within fifteen (15) days after Truist or the relevant Buyer Entities (or the relevant Company Entities), as applicable, provides such Tax Return of to the other party, the dispute shall be resolved by the Independent Accounting Firm (ias defined below) any member of in the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Returnsame manner as disputes are intended to be resolved in accordance with Section 2.04(d), exceptprovided that the Independent Accounting Firm shall not resolve any dispute in favor of a party unless such party’s position is supported by the "more likely than not" standard under the Code or other applicable Tax Law. The Buyer Entities shall cause the Company Entities, in each case such at the Company Entities’ cost and expense, to prepare and timely file all other Tax Returns reasonably requested by any Person in connection with respect of such Company Entities that are required to be filed after the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to TaxesClosing Date.

Tax Returns. (a) Seller shall, at Seller’s expense, prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or 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 Commercial Air Group, in the case of this clause (ii), that is due on or before the Closing Date (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed filed, at its sole cost and expense, all federal, state, provincial, local and foreign Tax Returns with respect to the members of the Commercial Air Group. In Group Companies for taxable periods ending on or before the case Closing Date 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 corresponding state or local Tax Return of Iconex Holdco, Inc. for any taxable period ending on or before the Closing Date filed after the Closing Date (such Tax Return for a Pre-Closing Period or a Straddle Period (a Returns, “Purchaser Seller’s Tax ReturnReturns”), Purchaser with such list including the applicable jurisdiction, tax period and Tax Return form. All Seller’s Tax Returns shall prepare or cause to be prepared such Tax Return in a manner consistent with the Group Companies’ past practices of the relevant member of the Commercial Air Group practices, except as may be otherwise required by applicable Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (20) Thirty days prior to the due date thereof (taking into account any extensions). of the applicable Seller’s Tax Return, Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Seller’s Tax Return to reflect 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 received from Sellerto such Tax Returns. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser 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 Buyer, and Buyer shall provide such Tax Return to Seller for Seller’s review and comment, and ▇▇▇▇▇ shall accept and incorporate all of Seller’s reasonable comments that relate to Taxes for which Seller is liable hereunder. (ii) For purposes of this Agreement, in the case of any Straddle 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 equal to the amount of such Taxes for the entire period multiplied by a fraction, the numerator of which is the number of days during such period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire period, and (B) Taxes based upon or related to income, gains, payments or receipts (including sales and use Taxes), or employment or payroll Taxes of the 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, any Taxes with respect to a Group Company pursuant to Sections 951 and 951A (or any notification analogous provision of state or election relating theretolocal Law) without shall be calculated as if the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)taxable year ended on the Closing Date. (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxes.

Tax Returns. (a) Seller The Company shall, at Sellerthe Company’s sole expense, prepare have the exclusive authority and obligation to prepare, execute on behalf of the Company and its Subsidiaries and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of a consolidatedfile, combined or unitary group that includes any member of the Seller Group (or 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 Commercial Air Group, in the case of this clause (ii), that is due on or before the Closing Date (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed filed, all Tax Returns of the Company and its Subsidiaries that are due with respect to any taxable year or other taxable period ending on or prior to the members Closing Date. Such authority shall include the determination of the Commercial Air Group. In manner in which any items of income, gain, deduction, loss or credit arising out of the case income, properties and operations of any the Company and its Subsidiaries shall be reported or disclosed in such Tax Return for Returns. Notwithstanding the foregoing, items set forth on such Tax Returns shall be treated in a Pre-Closing Period or a Straddle Period (a “Purchaser Tax Return”)manner consistent with the past practices of the Company and its Subsidiaries with respect to such items unless otherwise required by law. For purposes of clarity, Purchaser the Buyer shall have the exclusive authority and obligation to prepare and timely file, or cause to be prepared and timely filed, the Tax Return for the taxable year ended December 31, 2004. The Company and its Subsidiaries will cause its tax preparer to promptly deliver copies of each such Tax Return in a manner consistent with past practices of to the relevant member of the Commercial Air Group except as may be otherwise required by LawBuyer. Purchaser shall deliver to Seller for its review, comment and approval (which approval All such Tax Returns shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (20) days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) filed without the prior written consent of Seller (Buyer, which consent shall not be unreasonably withheld, conditioned withheld or delayed). (cb) Notwithstanding anything Except as provided in Section 9.2(a), the Buyer shall have the exclusive authority and obligation to the contrary in this Agreementprepare and timely file, Seller shall not or cause to be required to provide any Person with any prepared and timely filed, all Tax Return or copy of any Tax Return of (i) any member Returns of the Seller Group Company and its Subsidiaries; provided, that with respect to Tax Returns to be filed by the Buyer pursuant to this Section 9.2 for taxable periods beginning on or before the Closing Date and ending after the Closing Date (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return“Overlap Period”), except, in each case items set forth on such Tax Returns reasonably requested by any Person shall be treated in connection a manner consistent with the preparation past practices of the Company and its Subsidiaries with respect to such items unless otherwise required by law. Such authority shall include the determination of the manner in which any items of income, gain, deduction, loss or credit arising out of the income, properties and operations of the Company and its Subsidiaries shall be reported or disclosed on such Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to TaxesReturns.

Tax Returns. (a) Seller shallCSX hereby represents and warrants to the Vectura Parties that, at Seller’s expenseexcept as set forth in Schedule 7.1(a) and except as would not have a material adverse effect on ACL, prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) all Returns required to be filed by or with respect to any member of the Commercial Air Group, in the case of this clause (ii), that is due taking into account extensions) on or before the Closing Date for taxable periods ending on or before the Closing Date by, or with respect to any activities of, or property owned by, ACL or its Subsidiaries, have been or will be filed in accordance with all applicable laws and are true, correct and complete as filed, and all Taxes shown as due on such Returns have been or will be timely paid, (ii) all Taxes required to be withheld by ACL or its Subsidiaries have been withheld, and such withheld Taxes have either been duly and timely paid to the proper Government Authorities or set aside in accounts for such purpose if not yet due, (iii) no Returns filed by ACL or any of its Subsidiaries are currently under audit by any Taxing Authority or are the subject of any judicial or administrative proceeding, and no Taxing Authority has given notice in writing that it will commence any such audit, (iv) no Taxing Authority is now asserting against ACL or any of its Subsidiaries any deficiency or claim for Taxes or any adjustment of Taxes, (v) other than any Tax sharing agreement between CSX, on the one hand, and ACL or a Transferred ACL Subsidiary, on the other hand, neither ACL nor any of its Subsidiaries is subject to or bound by any Tax sharing agreement, and since 1984, neither ACL nor any of its Subsidiaries has ever been a member of a consolidated group, other than one for which CSX was the common parent, (vi) neither ACL nor any of its Subsidiaries has waived any statute of limitations with respect to any Tax or agreed to any extension of time for filing any Return which has not been filed, and neither ACL nor any of its Subsidiaries has consented to extend to a date later than the date hereof the period in which any Tax may be assessed or collected by any Taxing Authority, (vii) there are no liens for Taxes (other than ACL Permitted Encumbrances (other than such encumbrances described in clause (iii) of the definition of ACL Permitted Encumbrances)) upon any of the assets of ACL or any of its Subsidiaries and (b) Each of the Vectura Parties hereby represents and warrants to CSX that, except as set forth in Schedule 7.1(b) and except as would not have a material adverse effect on the Vectura Parties or their Subsidiaries, (i) all Returns required to be filed (taking into account extensions) on or before the Closing Date for taxable periods ending on or before the Closing Date by, or with respect to any extensions). Except as required by Lawactivities of, Purchaser shall not amend or revoke property owned by, any Tax Return described in of the immediately preceding sentence (Vectura Parties or any notification of their Subsidiaries, have been or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to will be provided) to Seller any information already filed in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation accordance with all applicable laws and filing of any Tax Returns described in this Section 7.3(a)are true, correct and complete as filed, and Purchaser shall use commercially reasonable efforts to prepare all Taxes shown as due on such Returns have been or will be timely paid, (or cause to be preparedii) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return all Taxes required to be prepared withheld by Seller pursuant to Section 7.3(a)any of the Vectura Parties or any of their Subsidiaries have been withheld, Purchaser shall prepare and such withheld Taxes have either been duly and timely file paid to the proper Government Authorities or cause set aside in accounts for such purpose if not yet due, (iii) no Returns filed by any of the Vectura Parties or any of their Subsidiaries are currently under audit by any Taxing Authority or are the subject of any judicial or administrative proceeding, and no Taxing Authority has given notice in writing that it will commence any such audit, (iv) no Taxing Authority is now asserting against any of the Vectura Parties or any of their Subsidiaries any deficiency or claim for Taxes or any adjustment of Taxes, (v) other than a Tax sharing Agreement between Vectura, on the one hand, and a Subsidiary of Vectura, on the other hand, none of the Vectura Parties or any of their Subsidiaries is subject to be prepared and timely filed all or bound by any Tax Returns sharing agreement, and, since March 1993, none of the Vectura Parties has ever been a member of a consolidated group, other than one for which Vectura was the common parent, (vi) none of the Vectura Parties nor any of their Subsidiaries has waived any statute of limitations with respect to the members any Tax or agreed to any extension of time for filing any Return which has not been filed, and none of the Commercial Air Group. In Vectura Parties nor any of their Subsidiaries has consented to extend to a date later than the case of date hereof the period in which any Tax may be assessed or collected by any Taxing Authority, and (vii) there are no liens for Taxes (other than Vectura Permitted Encumbrances (other than such Tax Return for a Pre-Closing Period or a Straddle Period encumbrances described in clause (a “Purchaser Tax Return”), Purchaser shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices iii) of the relevant member definition of Vectura Permitted Encumbrances)) upon any of the Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy assets of each Purchaser Tax Return at least twenty (20) days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (Vectura Parties or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)their Subsidiaries. (c) Notwithstanding anything Any Tax sharing agreement between CSX, on the one hand, and ACL or any of the Transferred ACL Subsidiaries, on the other hand, shall be terminated as of the Closing Date and shall thereafter have no further effect for any taxable year (whether the current year, a future year, or a past year). Any payments required by any such Tax sharing agreement shall be made at or prior to the contrary in this Agreementtermination thereof. Any Tax sharing agreement between Vectura, Seller on the one hand, and any Transferred NMI Holdings Subsidiary, on the other hand, shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member terminated as of the Seller Group Closing Date and shall thereafter have no further effect for any taxable year (whether the current year, a future year, or (ii) a consolidated, combined or unitary group that includes past year). Any payments required by any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with sharing agreement shall be made at or prior to the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxestermination thereof.

Tax Returns. (a) Seller shallSubject to Section 10.1(c), at Seller’s expenseTerex, prepare CMH Acquisition and CMH International (individually, a "Parent Company" and together the "Parent Companies") shall be responsible for the preparation and timely file filing of any return, report, information return or shall cause to be prepared and timely other document (including any related or supporting information) filed (i) any Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by with any taxing authority in connection with the determination, assessment, collection, administration or with respect imposition of any Taxes (as hereinafter defined) (collectively, "Tax Returns") of the Companies and the Subsidiaries relating to any member of the Commercial Air Group, in the case of this clause (ii), taxable year or period that is due ends on or before the Closing Date (taking into account any extensionsa "Pre-Closing Period"). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts relating to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Period are hereinafter referred to as "Pre-Closing Tax Returns." Pre-Closing Tax Returns shall be filed on or a Straddle Period before their respective due dates (a “Purchaser including extensions). Such Tax Return”), Purchaser Returns shall prepare or cause to be prepared such Tax Return in on a manner basis consistent with past practices of the relevant member of the Commercial Air Group Tax Returns prepared for prior taxable periods, except as may be otherwise required by Lawlaw or regulation. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall If any such Tax Returns cannot be unreasonably withheldcompleted and filed by a Parent Company until after the Closing Date, conditioned or delayedBuyer shall cause the relevant officer(s) a copy of each Purchaser the Companies and Subsidiaries to sign and file such Tax Return at least twenty Returns after they have been completed by such Parent Company (20) days prior to and before the due date thereof (taking into account any extensionsof such Tax Returns). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any , and each Parent Company agrees that such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser post-Closing execution shall not amend detract from or revoke otherwise affect such Parent Company's liability for any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case Taxes shown on such Tax Returns reasonably requested to the extent provided in Section 10.2(a). "Taxes" shall mean all taxes, charges, fees, levies or other assessments, including, without limitation, income, excise, employment, property, sales, franchise, use and gross receipts taxes and withholding taxes imposed by the United States or any Person in connection with the preparation of state, county, local or foreign government or subdivision or agency thereof, and shall also include any Tax Returninterest, any Tax audit penalties or examination in connection with an administrative or judicial proceeding involving a Tax authority relating additions to Taxestax attributable to such assessments.

Tax Returns. (a) Seller shallA. CAUD will, at Seller’s its sole cost and expense, prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or 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 Commercial Air Group, in the case of this clause (ii), that is due on or before the Closing Date (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file – or cause to be prepared and timely filed all – the Tax Returns with respect to (the members of the Commercial Air Group. In the case of any such Tax Return for a “Pre-Closing Period Tax Returns”) of each of the Acquired Companies for all taxable periods commencing before the Closing Date and ending on or a Straddle Period before the close of business on the Closing Date (a the “Purchaser Pre-Closing Tax ReturnPeriods”), Purchaser . Such Pre-Closing Tax Returns shall prepare or cause to be prepared such Tax Return in a manner consistent with the past practices and prior filings of BEOP and/or DSL (as the case may be) with respect to the treatment of the relevant member Tax Items on such Pre-Closing Tax Returns, except as directed in writing by the CAUD’s tax advisor to comply with applicable Law. None of the Commercial Air Group except as may be otherwise required Acquired Companies nor the Seller Parties (with respect to Tax Items attributable to either Acquired Company) shall make or change any election, adopt any accounting method, or take any position on any Pre-Closing Tax Return that is inconsistent with past practices, unless such action is recommended in writing by the Seller’s tax advisor to comply with applicable Law. Purchaser Prior to filing any Pre-Closing Tax Return, CAUD shall deliver such Tax Returns, within twenty (20) Business Days prior to Seller the date such Tax Returns (the “Pre-Closing Returns”) are required to be filed, to the Purchaser for its review, comment and approval approval, and CAUD shall make (which or shall cause to be made) such revisions as are reasonably requested by the Purchaser; provided, however, Purchaser’s approval shall not be unreasonably conditioned, withheld, conditioned or delayed) a copy , and upon the expiration of such 20 day period, Purchaser will be deemed to have approved such Tax Return(s), unless it objects in writing. B. Except for the Pre-Closing Returns, Purchaser will prepare and file all other Tax Returns of each Purchaser of the Acquired Companies for any Tax other period. With respect to any Tax Return at least for a Straddle Period, prior to filing such Tax Return, Purchaser shall deliver such Tax Returns within twenty (20) days Business Days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments for the same to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return CAUD for its review and comment before the filing thereof, and Purchaser shall revise make such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except revisions as required are reasonably requested by Lawthe CAUD; provided however, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent that CAUD’s requested revisions shall not be unreasonably conditioned, withheld, conditioned or delayed, and upon the expiration of such 20 day period, CAUD will be deemed to have approved such Tax Return(s), unless it objects in writing. (c) Notwithstanding anything C. The Purchaser and the Selling Parties shall execute such consents and other documents in order to effect the contrary in provisions of this AgreementSection 5.1 as may be reasonably necessary or appropriate under the Code and regulations thereunder and under relevant local, Seller shall not be required to provide any Person with any Tax Return or copy state and foreign Laws. D. In the case of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Straddle Period Tax Return, the amount of any Tax audit or examination Taxes shall be borne and shared between CAUD and Purchaser as set forth in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxesthis Section 5.1.

Tax Returns. Each of GrafTech, the Borrowers and the other Subsidiaries has timely filed or caused to be timely filed all Federal, and all material state and local, tax returns required to have been filed by it and has paid or caused to be paid all taxes shown thereon to be due and payable by it and all assessments in excess of $2,000,000 in the aggregate, except for taxes or assessments that are being contested in good faith by appropriate proceedings in accordance with Section 5.03 and for which such person has set aside on its books adequate reserves in accordance with GAAP. Each of GrafTech, the Borrowers and the other Subsidiaries has paid in full or [[NYCORP:3461068v7:3124W: 04/23/2014--12:33 AM]] made adequate provision (in accordance with GAAP) for the payment of all taxes due with respect to all periods ending on or before the Restatement Effective Date, which taxes, if not paid or adequately provided for, could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.14, as of the Restatement Effective Date, with respect to each of GrafTech, the Borrowers and the other Subsidiaries, (a) Seller shall, at Seller’s expense, prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or no material claims are being asserted in writing with respect to any member of the Commercial Air Grouptaxes, in the case of this clause (ii), that is due on or before the Closing Date (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file no presently effective waivers or cause to be prepared and timely filed all Tax Returns extensions of statutes of limitation with respect to the members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Period taxes have been given or a Straddle Period (a “Purchaser Tax Return”)requested, Purchaser shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant member of the Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (20) days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything no tax returns are being examined by, and no written notification of intention to examine has been received from, the contrary in this AgreementInternal Revenue Service or, Seller shall not be required with respect to provide any Person with material potential adjustment to tax liability, any Tax Return or copy other taxing authority and (d) no currently pending assertion of any Tax Return material potential tax liability has been raised in writing by the Internal Revenue Service or, with respect to any material potential tax liability, any other taxing authority. For purposes of this Section 3.14 and Section 5.03, “taxes” shall mean any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (iincluding interest, penalties and additions thereto) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested is imposed by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to TaxesGovernmental Authority.

Tax Returns. (a) Seller shallAfter the Closing, at Seller’s expense, prepare ABX shall have the exclusive obligation and timely authority to file or shall cause to be prepared filed all federal, state, local, and timely filed (i) any foreign Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group Returns that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) are required to be filed by or with respect to any member the income, assets, properties and operations of Cargo and its Subsidiaries for (i) all taxable years or other taxable periods ending on or prior to the Commercial Air GroupClosing Date (the “Pre-Closing Period”), in the case of this clause (ii), that is due ) all taxable years or other taxable periods beginning on or before the Closing Date and ending after the Closing Date (taking into account any extensions). Except as required by Lawthe “Overlap Period”) and (iii) all other taxable years or taxable periods; provided, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a)however, and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the members of the Commercial Air Group. In the case of any such Tax Return Returns for a Pre-Closing Period or a Straddle Period Periods, (a “Purchaser a) such Tax Return”), Purchaser Returns shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices (except with respect to an item that does not meet the Minimum Standard, as defined below); (b) such Tax Returns shall be delivered to Sellers forty-five (45) days prior to the filing of any such Tax Return; (c) within thirty (30) days after receipt of any such Tax Return, Sellers shall notify ABX of any reasonable objections Sellers may have thereto; and (d) prior to filing such Tax Returns, ABX shall make any changes to such Tax Returns so requested by the relevant member of Sellers, except to the Commercial Air Group extent that such changes would be inconsistent with past practices or would not meet the Minimum Standard. With respect to Tax Returns for the Overlap Period, to the extent Sellers are (or could be) liable for amounts on such Tax Returns, (x) such Tax Returns shall be prepared in a manner consistent with past practices (except as may be otherwise required by Law. Purchaser shall deliver to Seller for its reviewthe extent a position on such Tax Returns or the decision whether or not to file such Tax Returns does not meet the Minimum Standard), comment and approval (which approval y) such Tax Returns shall not be filed without the prior written consent of Sellers, such consent not to be unreasonably withheld, conditioned or delayeddelayed and (z) a copy of each Purchaser Tax Return at least twenty no later than forty-five (2045) days prior to the due date thereof (taking into account any extensions). Seller for filing of such Tax Returns, ABX shall provide any comments Sellers with notice, which notice shall (A) set forth ABX’s calculations regarding the amount of such Taxes which ABX determines has given rise to Purchaser within ten a right of indemnification pursuant to Section 9.10(b) hereof in sufficient detail and particularity to enable Sellers to verify the amount of the required indemnification and (10B) include a draft of such Tax Return. Within thirty (30) days after receipt of receipt such Tax Return, Sellers shall notify ABX of any reasonable objections Sellers may have to ABX’s calculations regarding the amount of such Taxes which ABX determined has given rise to a right of indemnification pursuant to Section 9.10(b) hereof and to any items set forth in such draft Tax Returns. ABX and Sellers agree to consult and resolve in good faith any disagreements arising pursuant to this Section 9.10(g), it being understood and agreed that in the absence of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Returnresolution, any Tax audit or examination in connection and all such objections as to whether this provision has been complied with an administrative or judicial proceeding involving a Tax authority relating to Taxesshall be determined by the Accounting Firm, which shall act as expert and not as arbitrator and whose determination shall be final and binding. The Accounting Firm shall allocate its costs associated with such determination equally between ABX and the Sellers Representative.

Tax Returns. Except as otherwise provided in Article 9: (a) Seller shall, at Seller’s expense, The Sellers shall prepare and timely file or shall cause to be prepared and timely filed (i) any when due all Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group Returns that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) are required to be filed by or with respect to each of CHC, any member of the Commercial Air GroupAcquired Entity, in the case of this clause (ii), that is due any Fund Entity and their respective Subsidiaries on or before the Closing Date (taking into account any extensions). Except as required by LawClosing, Purchaser and the Sellers shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (remit or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any remitted all Taxes shown due on such Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air GroupReturns. (b) Except for any Tax Return required to be prepared by Seller pursuant to as provided in Section 7.3(a7.1(c), Purchaser shall prepare and timely file or cause to be prepared and timely filed when due all Tax Returns that are required to be filed by or with respect to the members of the Commercial Air Group. In the case each of any Acquired Entity, any Fund Entity and their respective Subsidiaries after the Closing, and Purchaser shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. Prior to Purchaser filing, or causing to be filed any Tax Return of any Acquired Entity, any Fund Entity, or their respective Subsidiaries for (A) a Pre-Closing Tax Period or (B) a Straddle Period (a “Purchaser Tax Return”)Period, Purchaser shall prepare or provide to CHC, at least 30 days prior to the filing deadline for such Tax Return (taking into account any applicable extensions), a draft of such Tax Return. Within twenty (20) days of delivery to CHC of any such draft Tax Return, CHC shall inform Purchaser of any objections CHC has to such draft Tax Return, and if CHC has no such objections, then Purchaser shall cause to be prepared timely filed such Tax Return in a manner consistent with past practices completed on the basis of the relevant member of the Commercial Air Group except as may be otherwise required by Lawdraft provided to CHC. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least If within twenty (20) days of delivery to CHC of any such draft Tax Return, CHC informs Purchaser of CHC’s objection(s) to such draft Tax Return, then CHC and Purchaser shall negotiate in good faith to resolve such objection(s). If CHC and Purchaser are able to resolve such objection(s) prior to the filing deadline for such Tax Return (taking into account any applicable extensions), then Purchaser shall cause to be timely filed such Tax Return on the basis agreed upon by CHC and Purchaser. If despite such good faith efforts, CHC and Purchaser are unable to resolve such objection(s) within such period of time, then the matter shall be submitted to an independent accounting firm acceptable to CHC and Purchaser for review and resolution by such accounting firm, which review and resolution shall (i) occur no later than five (5) days prior to the filing deadline of such Tax Return (taking into account any applicable extensions), and (ii) be limited to the basis of CHC’s objection(s); and, thereafter, Purchaser shall cause to be timely filed such Tax Return on the basis of the draft provided to CHC, as modified to reflect such accounting firm’s resolution of CHC’s objection(s) thereto. The fees and expenses of the independent accounting firm shall be paid one-half by the Sellers and one-half by Purchaser. The Sellers shall pay to Purchaser the Sellers’ portion of the Taxes due with respect to any Tax Return referred to in this Section 7.1(b) the amount of Taxes allocable the Pre-Closing Tax Period, including the portion of any Straddle Period ending on the Closing determined pursuant to the last two sentences of Section 7.3 no later than three (3) days prior to the due date thereof of such payment, provided, that the Sellers shall not be responsible for, and shall not be required to pay, any Taxes to the extent that such Taxes do not exceed the accrued liability for Taxes taken into account in determining the Final Closing Net Working Capital Amount under Section 2.4. In the case of a Tax Return filed pursuant to an extension, appropriate adjustments will be made between the Sellers and Purchaser if, at the time the Tax Return is actually filed, the Taxes due and attributable to a Pre-Closing Tax Period, including the portion of any Straddle Period ending on the Closing, with respect to such Tax Return are more or less than the amount, if any, previously paid by the Sellers. (c) In the case of any Tax Returns with respect to periods for which an Affiliated Group Tax Return of the Sellers (or any Subsidiary of any Seller other than any Acquired Entity, any Fund Entity or any of their respective Subsidiaries will include any of CHC, any Acquired Entity, any Fund Entity or any of their respective Subsidiaries, CHC shall prepare and file or cause to be prepared and filed the Tax Returns for the Affiliated Group that included such entities for any Pre-Closing Tax Period or Straddle Period. Any such Tax Return shall be prepared in a manner consistent with the past practices with respect to any of CHC, any Acquired Entity, any Fund Entity or any of their respective Subsidiaries included therein, except as otherwise required by a change in applicable Law or this Agreement. At least 30 days prior to filing, CHC shall provide Purchaser with a copy of the portion of such Tax Returns that relate to CHC, any Acquired Entity, any Fund Entity or any of their respective Subsidiaries. Within twenty (20) days of delivery to Purchaser of the portions of any such draft Tax Returns, the Company shall inform CHC of any objections Purchaser has to the portion of such draft Tax Return, and if Purchaser has no such objections, then CHC shall cause to be timely filed such Affiliated Group Tax Return completed on the basis of the draft provided to Purchaser. If within twenty (20) days of delivery to Purchaser of any such portion of any such draft Tax Return, Purchaser informs CHC of Purchaser’s objection(s) to such portion of such draft Tax Return, then CHC and Purchaser shall negotiate in good faith to resolve such objection(s). If CHC and Purchaser are able to resolve such objection(s) prior to the filing deadline for such Tax Return (taking into account any applicable extensions). Seller , then CHC shall provide any comments cause to Purchaser within ten (10) days of receipt of any be timely filed such Purchaser Tax Return on the basis agreed upon by CHC and Purchaser. If despite such good faith efforts, CHC and Purchaser are unable to resolve such objection(s) within such period of time, then the matter shall revise be submitted to an independent accounting firm acceptable to CHC and Purchaser for review and resolution by such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Lawaccounting firm, Purchaser which review and resolution shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) occur no later than five (5) days prior to the filing deadline of such Tax Return (taking into account any member of the Seller Group or applicable extensions) and (ii) a consolidated, combined or unitary group that includes any member be limited to the basis of the Seller Group (or any Combined Tax ReturnCompany’s objection(s); and, exceptthereafter, in each case CHC shall cause to be timely filed such Tax Returns reasonably requested Return on the basis of the draft provided to Purchaser, as modified to reflect such accounting firm’s resolution of Purchaser’s objection(s) thereto. The fees and expenses of the independent accounting firm shall be paid one-half by the Sellers and one-half by Purchaser. Purchaser shall provide CHC with any Person powers of attorney necessary in connection with the preparation discharge by the Sellers of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating their obligations pursuant to Taxesthis Section 7.1(c).

Tax Returns. (a) Seller shall, at Seller’s expense, prepare and timely file or shall cause to be prepared and timely filed (i) any SHI shall be responsible, subject to the review of Acquiror, for the preparation, filing and signing of all Company Consolidated Income Tax Return of a member Returns for all taxable periods that end on or before the Closing Date, including Tax Returns of the Seller Company Group for such periods that are due after the Closing Date, and of all Cable Tax Returns required to be filed on or of a consolidatedbefore the Closing Date, combined or unitary group that includes any member and SHI shall be responsible for all Taxes shown to be due thereon. All such Tax Returns shall be prepared consistently with past practice of the Seller Group Company, SHI and Cable and shall not amend (or without Acquiror's consent) any Combined election that relates to Cable (except to the extent a change is required by law). SHI shall provide Acquiror with preliminary draft copies of the relevant portions of such Returns that relate to Cable at least 20 days prior to the due date for filing (taking into account any applicable extensions). Acquiror shall have the opportunity to review all such returns (any such review shall not in any way limit SHI's indemnification obligations hereunder); if Acquiror objects to any matter relating to Cable reflected in such returns, Acquiror shall inform SHI within 10 days of receipt of the preliminary draft return. Acquiror and SHI shall resolve any disputes in good faith. Within thirty days following the filing of Company Consolidated Income Tax ReturnReturns, SHI shall furnish Acquiror with (i) copies of the relevant portions of such Tax Returns that relate to Cable and (ii) any information concerning (a) the tax basis of the assets of Cable as of the Closing Date; (b) the earnings and profits of the Company and the Cable Subsidiaries as of the Closing Date; (c) the Company's tax basis in the Cable Subsidiaries and the Subsidiaries' tax basis in the Cable Partnerships as of the Closing Date; (d) the net operating loss carryover, investment tax credit carryover, alternative minimum tax carryover and the capital loss carryover available, if any, to Acquiror and its Subsidiaries as of the Closing Date; and (e) all elections with respect to Taxes in effect for Cable as of the Closing Date. The Company shall provide Acquiror an estimate of the information listed in (a) through (e) of the preceding sentence as soon as practicable hereafter but prior to Closing. (ii) Acquiror shall be responsible for the preparation and filing of all Cable Tax Return Returns (other than any Combined the Company Consolidated Tax Return) required to be filed by or with respect to any member of the Commercial Air Group, in the case of this clause (ii), that is due on or before after the Closing Date (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any for Tax Return described in periods that end after the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air GroupClosing Date. (biii) Except for As soon as practicable after the date hereof and prior to Closing, the Company shall provide Acquiror with a schedule of any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file waivers or cause to be prepared and timely filed all Tax Returns with respect extensions of any applicable statute of limitations relating to the members assessment of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Period federal, state or a Straddle Period (a “Purchaser 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 Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (20) days prior local Taxes relating to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend Company or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Cable. (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxes.

Tax Returns. (a) Seller shall, at Seller’s expense, The Sellers shall prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member filed, in accordance with past practice of the Seller Group or of a consolidatedAcquired Companies, combined or unitary group that includes any member of the Seller Group (or any Combined all Income Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) Returns required to be filed by or with respect to any member of the Commercial Air Group, in the case of this clause (ii), that is due Acquired Companies on or before after the Closing Date for a Pre-Closing Tax Period (taking into account any extensionsother than a Straddle Period). Except as required by Law, Purchaser and shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (timely pay or cause to be providedtimely paid all Taxes due in respect of such Income Tax Returns. Within five (5) Business Days of filing, the Sellers shall deliver to Seller any information already in the possession Purchaser a copy of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any each such Income Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Return. Purchaser shall prepare and timely file or cause to be prepared and timely filed filed, in accordance with past practice of the Acquired Companies (except to the extent that Purchaser or the Acquired Companies determine, with the written advice of independent Tax counsel (to be delivered to the Sellers and which is reasonably acceptable to the Sellers), that there is not at least “substantial authority,” within the meaning of Section 6662(d)(2)(B)(i) of the Code (or any corresponding or similar provision of non-U.S. Law), for a particular position), all other Tax Returns required to be filed by or with respect to the members of Acquired Companies after the Commercial Air Group. In the case of any such Tax Return Closing Date for a Pre-Closing Tax Period or a Straddle Period (a “Purchaser Tax Return”), Period. Purchaser shall prepare deliver, or cause to be prepared delivered, to the Sellers, for their review and comment all such Tax Returns at least (A) thirty (30) days prior to the filing due date for any Income Tax Returns (taking into account extensions validly obtained), and (B) ten (10) days prior to the filing due date for any other Tax Return (taking into account extensions validly obtained), and shall consider in a manner consistent with past practices good faith all reasonable comments of the relevant member Sellers. Upon the written request of Purchaser setting forth in detail the computation of the Commercial Air Group except as may amount owed with respect to any Tax Return required to be otherwise required filed by Law. Purchaser shall deliver pursuant to Seller for its review, comment this Section 7.1 and approval agreed to by the Sellers (which approval agreement shall not be unreasonably withheld, conditioned conditioned, or delayed) a copy of each Purchaser Tax Return at least twenty ), the Sellers shall pay to Purchaser, no later than three (203) days prior to the due date thereof (taking into account any extensionsfor the applicable Tax Return, an amount equal to the Taxes for which the Sellers are liable pursuant to Section 9.2(e)(i). Seller Notwithstanding anything in this Article 7, the Sellers shall provide have the exclusive right to prepare and file all Income Tax Returns (including amended Income Tax Returns), of or with respect to the Acquired Companies for any comments to Purchaser within ten Pre-Closing Tax Period (10) days other than a Straddle Period), and for the purpose of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Lawclarity, Purchaser shall not amend be entitled to review or revoke comment on any such Purchaser Income Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayedincluding amended Income Tax Returns). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxes.

Tax Returns. (ai) The Equity Seller shall, at Seller’s expense, prepare and shall timely file or shall cause to be prepared and timely filed when due (itaking into account all extensions properly obtained) any (x) all Tax Return of Returns with respect to a member of the Seller Group or of a consolidated, combined or unitary group Pre-Closing Tax Period that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) are required to be filed by or with respect to the Acquired Company on a combined, consolidated or unitary basis with the Equity Seller or any member of Affiliate thereof (other than the Commercial Air GroupAcquired Company) (such Tax Returns, in the case of this clause (ii“Seller Consolidated Returns”), and (y) all other Tax Returns that is due on are required to be filed by or before with respect to the Closing Date Acquired Company (taking into account any extensions)all extensions properly obtained) on or prior to the Closing Date. Except as required by LawIn each case, Purchaser the Equity Seller shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (remit or cause to be provided) remitted any Taxes due in respect of such Tax Returns. Any such Tax Return, in each case excluding any Seller Consolidated Returns except to Seller any information already in the possession of extent it relates solely to the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a)Acquired Company, and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information prepared in a manner consistent with past practice (unless otherwise required by Law) and on a timeline requested by Sellerto the extent relating to material Taxes, which information and timeline shall be consistent with the past practice submitted to Buyer reasonably in advance of the relevant member due date thereof for Buyer’s review and comment. Sellers shall consider in good faith any reasonable written comments to any such Tax Return provided by Buyer reasonably in advance of the Commercial Air Groupdue date thereof (including extensions). (bii) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser Buyer shall prepare and timely file or cause to be prepared and 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 members Acquired Company after the Closing Date and Buyer shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. To the Commercial Air Group. In the case of extent any such Tax Return for relates to a Pre-Closing Period or a Straddle Period (a “Purchaser Tax Return”)Period, Purchaser shall prepare or cause to be prepared such Tax Return shall be prepared in a manner consistent with past practices of the relevant member of the Commercial Air Group except as may be practice (unless otherwise required by Law. Purchaser ) and shall deliver be submitted by Buyer to Seller the Company reasonably in advance of the due date thereof for its reviewsuch the Company’s review and comment, comment and approval (which approval Buyer shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser consider in good faith any reasonable written comments to any such Tax Return at least twenty (20) days prior to provided by the Company reasonably in advance of the due date thereof (taking into account any including extensions). Seller shall provide any comments to Purchaser within ten . (10iii) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without Without the prior written consent of Seller the Company (which consent shall not to be unreasonably withheld, conditioned or delayed). , unless required by applicable Law, none of Buyer or any Affiliate of Buyer shall (cor shall cause or permit the Acquired Company to) Notwithstanding anything to the contrary in this Agreement(A) make or change any material Tax election, Seller shall not be required to provide or (B) amend, refile or otherwise modify (or grant an extension of any Person statute of limitation with respect to) any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by relating in whole or in part to the Acquired Company with respect to any Person in connection with taxable year or period ending on or before the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to TaxesClosing Date.

Tax Returns. (a) Seller shallBuyer shall prepare, at Seller’s expense, prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or 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 Commercial Air Group, in the case of this clause (ii), that is due on or before the Closing Date (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner , at its expense, all U.S. federal and state Income Tax Returns of the Acquired Companies for the Pre-Closing Tax Period ending on a timeline requested by Seller, which information and timeline the Closing Date (“Buyer Tax Returns”). Buyer Tax Returns shall be prepared consistent with the past practice of the relevant member of applicable Acquired Company and the Commercial Air Group. (bIntended Tax Treatment, and in accordance with Section 8.7.7(b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser 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 Commercial Air Group except as may be otherwise required by Lawapplicable law. Purchaser shall deliver to Seller for its review, comment and approval At least thirty (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (2030) days prior to the due date thereof (taking into account any extensions). Seller ) of any Buyer Tax Return, Buyer shall provide any comments to Purchaser within ten (10) days a draft of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Buyer Tax Return to reflect the Sellers’ Representative for the Sellers’ Representative’s review and comment, and shall accept any reasonable comments received from Seller. Except as to such Tax Returns that are provided by the Sellers’ Representative to the extent such comments are in accordance 138052556_15 with the Intended Tax Treatment or the past practice of the applicable Acquired Company unless otherwise required by Law, Purchaser applicable law. Buyer shall not amend or revoke any such Purchaser timely file all Buyer Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Returns. (cb) Notwithstanding anything With respect to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of Buyer Tax Returns and the determination of Accrued Income Taxes, the parties agree that, to the extent permitted by Legal Requirement, all Tax deductions (including all Transaction Tax Deductions, to the extent such Transaction Tax Deductions are “more likely than not” deductible in such Tax period) which any Acquired Company is entitled to take by Legal Requirement on or before the Closing Date will be included as deductions on the Income Tax ReturnReturns of the Acquired Companies for the Pre Closing Tax Period that ends on the Closing Date. Buyer shall cause the Acquired Companies to make an election under Revenue Procedure 2011-29, 2011-18 IRB (and analogous state or local Tax procedure), to treat 70% of any Tax audit success-based fees that were paid by or examination in connection with on behalf of the Acquired Companies as an administrative or judicial proceeding involving a Tax authority relating to Taxesamount that did not facilitate the transactions contemplated under this Agreement; provided that this obligation shall terminate following the final determination of the Closing Statement.

Tax Returns. (a) Seller shall, at Seller’s expense, prepare WRUR and timely file WRAAP have filed or shall cause caused to be prepared and filed, on a timely filed (i) any basis, all Tax Return of a member of the Seller Group Returns that are or of a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) were required to be filed by or with respect to WRUR and WRAAP,. as applicable, pursuant to applicable Legal Requirements. Seller has delivered to Buyer (or will deliver to Buyer within three (3) days after the date hereof) copies of all such Tax Returns filed since the date of formation of WRUR and WRAAP. WRUR and WRAAP have paid, or made provision for the payment of, all Taxes that have or may have become due pursuant to those Tax Returns or otherwise, or pursuant to any member assessment received by WRUR or WRAAP. There have not been any audits of such Tax Returns. WRAAP and WRUR have not been given or been requested to give waivers or extensions (or is or would be subject to a waiver or extension given by any other Person) of any statute of limitations relating to the Commercial Air Grouppayment of Taxes. The charges, accruals, and reserves with respect to Taxes on the respective books of WRUR and WRAAP are adequate and are at least equal to the liability of WRUR and WRAAP for Taxes. There exists no proposed tax assessment against WRUR or WRAAP except as disclosed in the case most recent balance sheets of WRUR and WRAAP delivered to Buyer. All Taxes that WRUR and WRAAP were required by Legal Requirements to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Body or other Person. All Tax Returns filed by WRUR and WRAAP are true, correct, and complete. There is no tax sharing agreement that will require any payment by WRUR and WRAAP after the date of this clause (ii), that is due on or before the Closing Date (taking into account any extensions)Agreement. Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns for WRAAP and WRUR (to the extent permissible under the applicable law) for all periods on or prior to Closing under the "Closing of the Books Method" with respect to WRAAP and WRUR subject to prorations for the members of the Commercial Air Group. In the case of any such Tax Return month in which Closing occurs for a Pre-Closing Period or a Straddle Period (a “Purchaser 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 Commercial Air Group except rent and other normal operating income as may be otherwise required by Law. Purchaser shall deliver to Seller provided for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (20) days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxes.herein;

Tax Returns. (a) Seller shall, at Seller’s expense, prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member From and after the Closing Date, Seller and Buyer will provide each other with such cooperation and information as each may reasonably request of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required with regard to be filed by or with respect to any member of the Commercial Air Group, in the case of this clause (ii), that is due on or before the Closing Date (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described related to the Business, or the conduct of an audit or other proceeding in this Section 7.3(a), respect of Taxes related to the Business. Such information includes records and Purchaser shall use commercially reasonable efforts information reasonably requested with respect to prepare (or cause any periods prior to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air GroupClosing Date. (bii) Except for any Tax Return required to be prepared by From the date of this Agreement through and after the date of Closing, Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or otherwise furnish in proper form to the appropriate Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner (taking into account all applicable extensions) all Tax Returns relating to the Company and the Transferred Subsidiary that are due on or before or related to any statutory taxable period ending on or before the Closing Date. Seller shall reimburse Buyer for Taxes of the Company and the Transferred Subsidiary with respect to such periods within 45 days after payment by Buyer or the Company and the Transferred Subsidiary of such Taxes to the extent such Taxes are not reflected in Current Liabilities. Buyer shall reimburse Seller, within such 45 day period, to the extent the Taxes of the Company reflected in Current Liabilities exceed the Taxes of the Company and the Transferred Subsidiary with respect to such periods. (iii) From and after the Closing Date, Buyer shall prepare and file or otherwise furnish, or cause to be prepared, filed or otherwise furnished, in proper form to the appropriate Taxing Authority in a timely manner (taking into account all applicable extensions) all Tax Returns relating to the Company and the Transferred Subsidiary that are due after or related to any statutory period ending after the Closing Date. Buyer shall (y) not take or advocate any position inconsistent with this Agreement (including but not limited to the allocation of the purchase price herein); and (z) not take or advocate any position with respect to Taxes of Company and the Transferred Subsidiary that reasonably could be expected to adversely affect Seller or that would have the effect of shifting income to a statutory taxable period ending on or before Closing Date, unless, in each case, Seller shall have consented in writing to such action by Buyer. Seller shall pay to Buyer within 45 days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes allocable to the period ending on the day before the Closing Date as calculated pursuant to Section 7.5(c) to the extent such Taxes are not reflected in Current Liabilities. Buyer shall reimburse Seller, within such 45 day period, to the extent the Taxes of the Company reflected in Current Liabilities exceed an amount equal to the portion of such Taxes allocable to the period ending on the day before the Closing Date as calculated pursuant to Section 7.5(c). (iv) Buyer shall not, with respect to any statutory taxable period ending on or before the Closing Date, (y) file any amended Tax Returns with respect to Company and the members Transferred Subsidiary; or (z) carry back any loss or other Tax attribute of Company and the Commercial Air Group. In the case of any Transferred Subsidiary, unless in each case, Seller shall have consented in writing to such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser 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 Commercial Air Group except as may be otherwise required action by Law. Purchaser shall deliver to Seller for its review, comment and approval (Buyer which approval shall consent will not be unreasonably withheld. (v) Without limiting any obligation of Buyer under this Agreement, conditioned including Section 7.5(b)(iii), in the event that Buyer makes an election pursuant to Section 338 of the Code or delayed) a copy similar provisions of each Purchaser Tax Return at least twenty (20) state or local law, Buyer shall use the allocations of the Purchase Price in this Agreement for purposes of the election. In addition, no later than 90 days prior to the due date thereof (taking into account any extensions)for filings relating to allocations of the Purchase Price or other allocations pursuant to Treasury Regulations promulgated under Section 338 of the Code, Buyer shall prepare and furnish such filings to Seller for Seller's review. Buyer and Seller shall provide any comments cooperate in making such allocation and Buyer and Seller shall agree in writing to Purchaser within ten (10) such allocation no later than 60 days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything to the contrary in this Agreement, due date for the filing of such election. In the event Buyer and Seller shall not be required disagree with the allocations with respect to provide any Person with any Tax Return or copy of any Tax Return of (i) any member the assets of the Seller Group Company or (ii) a consolidated, combined or unitary group that includes any member the Transferred Subsidiary thereof pursuant to Treasury Regulations promulgated under Section 338 of the Seller Group Code, Buyer shall engage an accounting firm mutually acceptable to both seller and Buyer (or any Combined Tax Return)"Auditor") to determine the proper allocations with respect to such assets. Decisions made by Auditor with respect to the allocations as to the assets shall be final, exceptand the costs, in each case such Tax Returns reasonably requested by any Person in connection with expenses and fees of the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to TaxesAuditor shall be borne equally between Buyer and Seller.

Tax Returns. (a) Seller shallParent shall timely file, at Seller’s expense, prepare and timely file or shall otherwise use commercially reasonable efforts to cause to be prepared and timely filed filed, when due (itaking into account all extensions properly obtained) any all Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group Returns that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) are required to be filed by or with respect to any member of the Commercial Air GroupTarget Entity for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to any such entity on a combined, in the case of this clause (ii), that is consolidated or unitary basis with Parent or any Retained Affiliate thereof and not Tax Returns required to be filed separately by such entity) or due on or before the Closing Date (taking into account any extensionswith respect to other Tax Returns and where Parent controls such actions). Except as required by Law, Purchaser and in each case Parent shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (remit or cause to be provided) to Seller remitted any information already Taxes due in the possession respect of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any such Tax Returns described in this Section 7.3(aReturns. Acquiror shall timely file (where Acquiror controls such actions), and Purchaser shall otherwise use commercially reasonable efforts to prepare 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 each Target Entity and Acquiror shall remit or cause to be preparedremitted any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed by Acquiror pursuant to the immediately preceding sentence that relate to Pre-Closing Taxable Periods or Straddle Periods, (x) such information in a manner and on a timeline requested by Seller, which information and timeline Tax Returns shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns (A) unless otherwise required by applicable Law, or as a result of a determination by a “Big Four” accounting firm engaged by Acquiror that such position is not supported at a “more likely than not” level of comfort (in which case Acquiror shall provide Parent, together with respect to the members delivery of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Period in accordance with clause (y) or a Straddle Period (a “Purchaser Tax Return”z), Purchaser as applicable, with written explanation from such accounting firm (which shall prepare or cause to be prepared include the authority and basis for such Tax Return determination)), 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 45 in filing such Tax Returns (including positions which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Acquiror is liable but other than, to the extent not already in effect, an election under Section 754 of the Code) and (B) where relevant, giving effect to the purchase and sale transaction contemplated in this Agreement as of immediately before the beginning of the Closing Date for purposes of Section 706 of the Code and Treasury Regulations thereunder (and applicable state and local income Tax Law), (y) Acquiror shall furnish, or cause to be furnished, an estimated IRS Schedule K-1, and applicable estimated state and local apportionment information, by July 15 after the end of the relevant member of the Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller taxable year for its review, comment review and approval (by Parent, which approval shall may not be unreasonably withheld, conditioned or delayedbut may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (x) of this sentence, and a copy final K-1 and final state and local apportionment information (in each case as approved by Parent) by September 1 after the end of each Purchaser the relevant taxable year, and (z) any other Tax Return at least twenty Returns not described in clause (20y) of this sentence shall be submitted to Parent not later than ninety (90) days prior to the due date thereof for filing such Tax Returns (taking into account any extensions). Seller shall provide any comments to Purchaser or, if such due date is within ten ninety (1090) days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (x) of receipt this sentence. With respect to any Tax Returns described in clause (y) or (z) of any such Purchaser Tax Return the foregoing sentence, Acquiror further agrees that it shall use good faith in considering and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable incorporating, as is reasonable, comments received from Seller. Except as required by LawParent in respect of any item which might affect the Tax liabilities for which Parent or any of its Affiliates may be liable. (b) None of Acquiror or any Affiliate of Acquiror shall, Purchaser or shall not amend cause or revoke permit any such Purchaser Tax Returns of the Target Entities to, (i) amend, re-file or otherwise modify (or grant an extension of any notification statute of limitations with respect to) any Tax Return relating in whole or in part to any Target Entity with respect to any Pre-Closing Taxable Periods that could reasonably be expected to have an adverse effect on Parent, or (ii) make any Tax election relating thereto) with respect to any of the Target Entities or Transferred Assets that has retroactive effect to a Pre-Closing Taxable Period without the prior written consent of Seller (Parent, which consent shall not may be unreasonably withheld, conditioned or delayed)withheld in the sole discretion of Parent. (c) Notwithstanding anything to Acquiror shall, as soon as reasonably practicable, but in no event later than the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return later of (i) any member July 15 after the end of the Seller Group or relevant tax year and (ii) ninety (90) days following Parent’s request therefor, cause each Target Entity over which it has authority to do so to prepare and provide, and use commercially reasonable efforts to cause the Third-Party Operating Partnerships to prepare and provide, to Parent a consolidated, combined or unitary group that includes any member package of the Seller Group Tax information materials (or any Combined Tax Return), except, in each case such Tax Returns including schedules and work papers) required and reasonably requested by any Person Parent to enable Parent to prepare and file all Tax Returns required to be prepared and filed by it (the “Tax Package”). The Tax Package shall be completed in connection accordance with past practice (to the preparation extent provided by Parent), including past practice as to providing such information and as to the method of any Tax Return, any Tax audit computation of separate taxable income or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxesother relevant measure of income of each Target Entity.

Tax Returns. (a) Seller shall, at Seller’s expense, prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or 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 Commercial Air Group, in the case of this clause (ii), that is due on or before the Closing Date (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser Tax Return”), Purchaser Representative shall prepare or cause to be prepared all Tax Returns for the Company or any Company Subsidiary (including partnership or other information Tax Return that reports income or other information to the beneficial owners of the Company) for any taxable year or period that ends on or before the Closing Date. All such Tax Return Returns shall be prepared in a manner consistent with past practices of practice unless, and to the relevant member of the Commercial Air Group except as may be extent, otherwise required by applicable Law. Purchaser The Company and the Company Subsidiaries shall deliver provide reasonable access and assistance to Seller Representative for its reviewthe purpose of preparing such Tax Returns. Subject to Section 7.14, comment and approval Parent shall pay any Tax due as a result of such Tax Returns (which approval other than Taxes of the equity owners of the Company attributable to the reporting of income attributable to the Company’s status as a partnership for income tax purposes). To the extent permitted by Law, Seller Representative shall not be unreasonably withheld, conditioned or delayed) a copy of submit each Purchaser such Tax Return to Parent (together with schedules, statements and, to the extent requested by the Seller Representative, supporting documentation) at least twenty thirty (2030) days prior to the due date thereof (taking into account including extensions) of such Tax Return. If so submitted Seller Representative shall consider such comments in good faith. (b) Parent shall prepare or cause to be prepared all income Tax Returns for the Company or any extensions)Company Subsidiary for any taxable year or period that includes but does not end on the Closing Date. Seller All such Tax Returns shall be prepared in a manner consistent with past practice unless, and to the extent, otherwise required by applicable Law. The Company and the Company Subsidiaries shall provide any comments reasonable access and assistance to Purchaser within ten (10) days Parent for the purpose of receipt of any preparing such Purchaser Tax Return and Purchaser Returns. To the extent the Seller Representative would have liability under Section 7.14 with respect to such Tax Return, Parent shall revise submit each such Purchaser Tax Return to the Seller Representative (together with schedules, statements and, to the extent requested by the Seller Representative, supporting documentation) at least thirty (30) days prior to the due date (including extensions) of such Tax Return. Parent shall reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any the Seller Representative on such Purchaser Tax Returns (unless such comment would have a material adverse impact on Parent or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)if such comment were objectively unreasonable. (c) Notwithstanding anything If the Seller Representative objects in good faith to the contrary in this Agreement, Seller shall not be required inclusion of any of Parent’s comments to provide any Person with any a Tax Return prepared by the Seller Representative in accordance with Section 7.11(a) or copy Parent objects in good faith to the inclusion of any Tax Return of (i) any member of the Seller Group or (ii) Representative’s comments to a consolidatedTax Return prepared by Parent in accordance with Section 7.11(b), combined or unitary group that includes any member of Parent and the Seller Group (or Representative shall negotiate in good faith and use their reasonable best efforts to resolve such items. In the event of any Combined Tax Return)disagreement that cannot be resolved between Parent and the Seller Representative, except, such disagreement shall be resolved by the Arbiter in each case such Tax Returns reasonably requested by any Person in connection accordance with the preparation principles of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to TaxesSection 3.06(b).

Tax Returns. (a) Seller shallFollowing the Closing, at Seller’s expense, prepare and timely file or New DK shall cause to be prepared and timely filed (i) any all Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) Returns required to be filed by or SBT and its Subsidiaries and shall cause to be delivered to the SBT Sellers’ Representative for review and comment a draft of any such Tax Returns that are with respect to any member of the Commercial Air Group, in the case of this clause (ii), that is due on or before the Closing Date (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Tax Period or a Straddle Period (a “Purchaser Pre-Closing Tax Return”) at least forty five (45) days prior to the applicable filing deadline (or, if the deadline is within 30 days after the Closing Date, as early as is commercially reasonable prior to the filing deadline), Purchaser shall prepare or cause to be prepared such Tax Return in together with a manner consistent with past practices calculation of the relevant member of Taxes allocable to the Commercial Air Group except Pre-Closing Tax Period pursuant to Section 13.3. New DK shall in good faith implement any reasonable comments made by the SBT Sellers’ Representative, provided such comments are made in writing as may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment soon as reasonably practicable (and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least in any event within twenty (20) days prior to of the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Pre-Closing Tax Return and Purchaser shall revise calculation being provided to the SBT Sellers’ Representative), provided further that such Purchaser Tax Return comments either (i) do not increase the amount of any Seller Taxes and do not have an adverse impact with respect to reflect any reasonable comments received from SellerTaxes of New DK, SBT or their Subsidiaries or (ii) are required under applicable Law. Except as required by under applicable Law, Purchaser no Pre-Closing Tax Return shall not amend filed, refiled or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) amended without the prior written consent of Seller the SBT Sellers’ Representative (which such consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned). (c) Notwithstanding , it being understood that notwithstanding anything else to the contrary in this Agreement, Seller no SBT Security Holder shall not be required to provide liable for indemnification with respect any Person with any Taxes arising as a result of the filing, re-filing or amending a Pre-Closing Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, is not prepared and filed in each case such Tax Returns reasonably requested by any Person in connection accordance with the preparation provisions of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxesthis Section 13.4.

Tax Returns. (a) Seller shallThe Sellers shall prepare (or cause to be prepared), at the Seller’s expense, prepare and timely file all Tax Returns of the Company or any Company Subsidiaries with respect to any taxable period ending on or before the Closing Date that are required to be filed with any Tax authority after the Closing Date and shall pay (or cause to be paid) any Taxes due in respect of such Tax Returns. Such Tax Returns shall be prepared consistently with applicable law and timely filed consistently with past practice to the extent permitted by applicable law. For the avoidance of doubt, with respect to the income Tax Returns for the period ending on the Closing Date, the Sellers shall have the sole discretion regarding whether the net operating loss generated in such period (if any) will be carried back or carried forward. The Sellers shall provide, or cause to be provided, a draft of any such Tax Returns to the Buyer for its review at least 30 days prior to the due date, giving effect to extensions thereto, for filing such Tax Return. The Buyer shall notify the Sellers’ Representative of any reasonable objections the Buyer may have to any items set forth in such draft Tax Return and the Buyer and Sellers’ Representative agree to consult and resolve in good faith any such objection. If the parties cannot resolve any such objections, the item in question shall be resolved by an independent accounting firm mutually acceptable to the Sellers and the Buyer. The fees and expenses of such accounting firm shall be borne equally by the Sellers and the Buyer. (b) If the Effective Date is not the same date as the Closing Date, then for purposes of calculating the taxable income of the Company and the Company Subsidiaries for the taxable period that ends on the Closing Date, and for purposes of preparing income Tax Returns for such period, taxable operating income for the month that includes the Closing Date (which shall not include Relevant Deductions, all of which shall be apportioned entirely to the Pre-Closing Date Taxable Period pursuant to Section 2.4) (the “Closing Month Taxable Operating Income”) shall be calculated as follows: (i) any Tax Return of a member First, taxable income from operations of the Seller Group or of a consolidated, combined or unitary group that includes any member Company and the Company Subsidiaries (without taking into account Relevant Deductions) shall be calculated for the period beginning on the first day of the Seller Group (or any Combined Tax Return) taxable period and ending on the Effective Date; (ii) any Second, taxable income from operations of the Company and the Company Subsidiaries (without taking into account Relevant Deductions) shall be calculated for the period beginning on the first day of the taxable period and ending on the first day of the month following the Closing Date; (iii) The difference between the amount calculated in (ii) above and the amount calculated in (i) above shall be the Closing Month Taxable Operating Income; The portion of the Closing Month Taxable Operating Income that shall be apportioned to the Pre-Closing Date Taxable Period and included on the Tax Return for the taxable period ending on the Closing Date shall be the Closing Month Taxable Operating Income multiplied by a fraction, the numerator of which shall be the number of days in the calendar month that includes the Closing Date to and including the Closing Date, and the denominator of which shall be the total number of days in such calendar month. If the inclusion of such portion of the Closing Month Taxable Operating Income on the income Tax Returns for the taxable period ending on the Closing Date causes the Company’s consolidated tax group to have positive taxable income shown on such Tax Returns, the Buyer shall pay to the Sellers the amount of the Tax actually shown due with respect to the portion of the Closing Month Taxable Operating Income apportioned to the Pre-Closing Date Taxable Period no later than five (other than 5) Business Days prior to the date on which such Tax Returns are due. (c) The Buyer shall timely prepare and file, or cause to be timely prepared and filed, all Tax Returns of the Company or any Combined Subsidiary for taxable years or periods ending after the Closing Date. Tax Return) Returns that are required to be filed by or with respect to any member of the Commercial Air Group, in the case of this clause (ii), that is due on or before the Closing Date (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (Company or any notification or election relating theretoof its Subsidiaries for Straddle Periods (“Straddle Returns”) without shall be prepared consistently with past practice to the prior written consent of Sellerextent permitted by applicable law. Purchaser The Buyer shall promptly provide (provide, or cause to be provided) , to the Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing Representative a draft of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser 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 Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (20) 30 days prior to the due date thereof (taking into account date, giving effect to extensions thereto, for filing such Tax Return, for review by the Sellers’ Representative. Sellers’ Representative shall notify the Buyer of any extensions)reasonable objections Sellers’ Representative may have to any items set forth in such draft Straddle Return and the Buyer and Sellers’ Representative agree to consult and resolve in good faith any such objection. Seller If the parties cannot resolve any such objections, the item in question shall provide be resolved by an independent accounting firm mutually acceptable to the Sellers and the Buyer. The fees and expenses of such accounting firm shall be borne equally by the Sellers and the Buyer. The Buyer shall notify the Sellers’ Representative of any comments to Purchaser within amounts due from the Sellers in respect of any Tax Return in respect of a Pre-Closing Date Taxable Period no later than ten (10) days of receipt of any Business Days prior to the date on which such Purchaser Tax Return is due, and Purchaser shall revise no later than five (5) Business Days prior to the date on which such Purchaser Tax Return is due, the Sellers shall pay to reflect any reasonable comments received from Seller. the Buyer the amount of Taxes for which Sellers are responsible. (d) Except as to the extent required by Lawlaw, Purchaser neither the Buyer nor any of its Affiliates shall not amend or revoke any such Purchaser Tax Returns (or shall cause or permit the Company or any notification Company Subsidiary to) amend, refile or election otherwise modify any Tax Return relating theretoin whole or in part to the Company or any Company Subsidiary with respect to any Pre-Closing Date Taxable Period (or with respect to any Straddle Period) without the prior written consent of Seller (the Sellers which consent shall not be unreasonably withheld, conditioned withheld or delayed). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxes.

Tax Returns. (a) For the avoidance of doubt, any Tax deductions attributable to any payments or expenses borne directly or indirectly by Seller shallor by the Company Entities in connection with the transactions contemplated hereby shall be attributed, at to the extent deductible on a “more likely than not” or higher basis in a Pre-Closing Tax Period, to Seller and shall be reflected on such Tax Returns filed with respect to Seller’s expense, . Seller shall prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or 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 Commercial Air Group, in the case of this clause (ii), that is due on or before the Closing Date (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all any (x) Tax Returns with respect of the Company Entities that are required to be filed on or before the Closing Date and (y) any Pass-Through Income Tax Returns of the Company Entities that are solely for taxable periods ending on or prior to the members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Period or a Straddle Period Date (a “Purchaser Tax ReturnSeller Returns”), Purchaser . Such Seller Returns shall prepare or cause to be prepared such Tax Return in a manner consistent with the past practices of the relevant member of the Commercial Air Group Company Entities (except as may be otherwise required by applicable Law) and any Taxes required to be paid pursuant to any such Seller Return shall be paid, or caused to be paid, by the Seller Entities. Purchaser Seller shall deliver to provide Buyer with a draft of any Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty fifteen (2015) days prior to the due date thereof (taking into account any including permitted extensions). Seller ) for Buyer’s review and comment and shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect consider in good faith any reasonable comments received from SellerBuyer. Except as required by Law, Purchaser Buyer shall not amend cause the Company Entities to prepare and file (or revoke any such Purchaser cause to be prepared and filed) all Pass-Through Income Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or Company Entities first due after the Closing Date for any Straddle Period (ii) each, a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax “Straddle Period Return”), except, in each case such Tax Returns reasonably requested by any Person in connection consistent with the preparation past practices of the Company Entities (except as otherwise required by applicable Law). Buyer shall provide Seller with a draft of any Tax ReturnStraddle Period Return at least fifteen (15) days prior to the due date thereof (including permitted extensions) for Seller’s review and comment, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxesand shall incorporate Seller’s reasonable comments thereto.

Tax Returns. (ai) Seller shall, at Seller’s expense, shall prepare and timely file or shall cause to be prepared and timely file or cause to be filed a 2022 Form 1065, U.S. Return of Partnership Income, of which Summit Parent is the primary filer, which report shall include all items and activities of the Companies through and including the Closing Date. (iii) Seller shall prepare or cause to be prepared any Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) Company required to be filed by or with respect to any member of after the Commercial Air Group, Closing Date (other than the Tax Return set forth in the case of this clause (iiSection 6.6(a)(i), that is due ) for all Tax periods ending on or before the Closing Date (taking into account any extensions)Date. Except as Such Tax Returns shall be prepared on a basis consistent with the past practice of Seller and the Companies except to the extent otherwise required by applicable Law. Reasonably in advance of the due date for the filing of any such Tax Return, Purchaser Seller shall not amend or revoke any deliver a draft of such Tax Return, together with all supporting documentation and workpapers, to Buyer for its review and reasonable comment. Seller will (x) cause such Tax Return described in (as revised to incorporate Buyer’s reasonable comments) to be timely filed and will provide a copy thereof to Seller, and (y) timely pay the immediately preceding sentence Taxes shown due thereon. (or any notification or election relating theretoiii) without the prior written consent of Seller. Purchaser Buyer shall promptly provide (prepare or cause to be provided) to Seller prepared any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing Tax Return of any Company for any Straddle Periods. Such Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and prepared on a timeline requested by Seller, which information and timeline shall be basis consistent with the past practice of the relevant member Seller and the Companies except to the extent otherwise required by applicable Law. Reasonably in advance of the Commercial Air Group. (b) Except due date for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the members of the Commercial Air Group. In the case filing of any such Tax Return for Return, Buyer shall deliver a Pre-Closing Period or a Straddle Period (a “Purchaser draft of such Tax Return”), Purchaser shall prepare or cause to be prepared such Tax Return in a manner consistent together with past practices of the relevant member of the Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver all supporting documentation and workpapers, to Seller for its review, comment review and approval reasonable comment. Buyer will (which approval shall not x) cause such Tax Return (as revised to incorporate Seller’s reasonable comments) to be unreasonably withheld, conditioned or delayed) timely filed and will provide a copy of each Purchaser Tax Return at least twenty thereof to Seller, and (20y) days prior to timely pay the Taxes shown due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)thereon. (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxes.

Tax Returns. (a) Seller shallSubject to Section 10.1(b) and Section 10.1(c), at Seller’s expense, the Shareholders shall prepare and timely file or shall cause to be prepared and timely filed when due (itaking into account all extensions properly obtained) any all Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group Returns that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) are required to be filed by or with respect to PrimaryAds for taxable years or periods ending on or before the Closing Date, and the Shareholders shall remit or cause to be remitted any member Taxes due in respect of such Tax Returns, and THK shall prepare and file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Commercial Air GroupPrimaryAds Surviving Corporation for taxable years or periods ending after the Closing Date and THK shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. (b) From and after the Closing, in the case of this clause Shareholders shall indemnify THK, pursuant to, but not subject to the limitations set forth in, Article IX, for all (ii)1) Taxes imposed on PrimaryAds for any taxable year or period, or portion thereof, that is due ends on or before the Closing Date and (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto2) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing Taxes of any Tax Returns described in this Section 7.3(a)Person (other than PrimaryAds) imposed on PrimaryAds as a transferee or successor, and Purchaser shall use commercially reasonable efforts by contract or pursuant to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Sellerany requirement of laws, which information and timeline shall be consistent with Taxes relate to an event or transaction occurring before the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the members of the Commercial Air GroupClosing Date. In the case of any such Tax Return for a Pre-taxable period that includes (but does not end on) the Closing Period or a Straddle Period Date (a “Purchaser Tax ReturnStraddle Period”), Purchaser shall prepare the Taxes of PrimaryAds (or cause to be prepared such Tax Return in a manner consistent with past practices Taxes for which PrimaryAds is liable) for the portion of the relevant member period ending on the Closing Date (for which the Shareholders are liable) shall be determined based on an interim closing of the Commercial Air Group books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which PrimaryAds holds a beneficial interest shall be deemed to terminate at such time), except as may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (20) days prior to that the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt amount of any such Purchaser Tax Return Taxes that are imposed on a periodic basis and Purchaser are not based on or measured by income or receipts shall revise be determined by reference to the percentage that the number of days in the portion of such Purchaser Tax Return period ending on the Closing Date bears to reflect any reasonable comments received from Sellerthe total number of days in such period beginning after the Closing Date. Except as required by Law, Purchaser The limitations on indemnity contained in September 9.1(c) shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without apply to the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)obligations set forth herein. (c) Notwithstanding anything herein to the contrary in contrary, the Shareholders shall be liable for and shall pay, and pursuant to Article IX shall indemnify THK and the PrimaryAds Surviving Corporation against, any real property transfer or gains Tax, sales Tax, use Tax, stamp Tax, stock transfer Tax, or other similar Tax imposed on the transactions contemplated by this Agreement, Seller . The limitations on indemnity contained in September 9.1(c) shall not be apply to the obligations set forth herein. (d) THK shall promptly cause the PrimaryAds Surviving Corporation to prepare and provide to the Shareholders a package of Tax information materials, including, without limitation, schedules and work papers (the “Tax Package”) required by the Shareholders to enable the Shareholders to prepare and file all Tax Returns required to provide any Person be prepared and filed by the Shareholders pursuant to Section 10.1(a). The Tax Package shall be completed in accordance with any 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 PrimaryAds. THK and the PrimaryAds Surviving Corporation shall cause the Tax Return or copy of any Tax Return of (i) any member of Package to be delivered to the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of Shareholders within 60 days after the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to TaxesClosing Date.

Tax Returns. (a) Seller shall, at Seller’s expense, Genworth shall prepare and timely file file, or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of a consolidatedby such other Person as is appropriate, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) all Returns required to be filed by or with respect to any member of the Commercial Air Group, in the case of this clause (ii), that is due Stock Sale Company on or before the Closing Date Date. All such Returns will be filed when due (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (bi) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser Genworth shall prepare and timely file file, or cause to be prepared and timely filed filed, in a manner consistent with past practice in all Tax Returns with respect to the members of the Commercial Air Group. In the case of material respects, any such Tax consolidated, unitary, combined or similar Return for a any Pre-Closing Tax Period that includes any of the Stock Sale Companies and at least one other company that is not a Stock Sale Company and shall include, or a Straddle Period cause to be included, therein the income, gain, loss, deductions, expenses, credits, and other Tax items of the appropriate Stock Sale Companies. (a “Purchaser Tax Return”), Purchaser ii) Genworth shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices in all material respects any Return for Income Taxes of any of the relevant member Stock Sale Companies for any Pre-Closing Tax Period that ends on or before the Closing Date not otherwise covered by Section 7.2(b)(i) and shall include, or cause to be included, therein the income, gain, loss, deductions, expenses, credits and other Tax items of the Commercial Air Group except as may be otherwise required appropriate Stock Sale Companies. Genworth shall, to the extent permitted by applicable Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy cause all Tax periods of each Purchaser Tax Stock Sale Company to close on the Closing Date. Genworth shall submit to Buyer each such Return at least twenty (20) 15 days prior to the due date thereof (taking into account any including extensions)) of such Return. Seller Buyer shall provide any comments timely file, or cause to Purchaser within ten (10) days of receipt of any be timely filed by such Purchaser Tax other Person as appropriate, each such Return and Purchaser shall revise such Purchaser Tax Return in the form submitted to reflect any reasonable comments received from Seller. Except as it by Genworth, unless otherwise required by Law, Purchaser shall not amend Law or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested agreed by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxes.Genworth and the

Tax Returns. (a) Seller shallParent shall have the right to prepare (or cause to be prepared) any Combined Tax Return. (b) Except for any Tax Return that Parent has the right to prepare pursuant to Section 8.2(a), at Seller’s expense, Buyer shall prepare and timely file (or shall cause to be prepared and timely filed) all Tax Returns required to be filed (i) any Tax Return by or with respect to the Acquired Companies and, subject to Section 8.1(a), pay all Taxes due with respect thereto. In the case of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any a Combined Tax Return) that is required to be filed by or with respect to any member of the Commercial Air Group, in the case of this clause (ii), Acquired Companies for any taxable period that is due ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”) or any Tax Return for a Tax period that includes (but does not end on) the Closing Date (a “Straddle Period”), (i) such Tax Return shall be prepared and timely filed in a manner consistent with past practices, elections and methods of the relevant Acquired Company (or Parent or its relevant Affiliates, as applicable), except as required by Applicable Law, (ii) Buyer shall deliver any such Tax Return to Parent for its review and comment at least thirty (30) days prior to the due date therefor (taking into account any extensions). Except , (iii) Buyer shall revise (or cause to be revised) such Tax Returns to reflect any reasonable comments (such comments not to be unreasonably rejected) received from Parent not later than fifteen (15) days prior to the due date therefor (taking into account any extensions), in the case of income Tax Returns, or as required by Lawsoon as reasonably practicable (taking into account any extensions) in the case of all other Tax Returns, Purchaser and (iv) such Tax Return shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) be filed without the prior written consent of Seller. Purchaser shall promptly provide (or cause Parent, not to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser 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 Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser . If Parent and Buyer cannot agree on any matter relating to such Tax Return, then the remaining items in dispute shall be submitted immediately to the Accounting Firm in accordance with the procedures set forth in Section 2.8(c)(iii). The Pre-Closing Separate Tax Return at least twenty (20including the Closing Date or Straddle Period Tax Return, as applicable, shall include a statement titled “Section 367(a) days prior to - Reporting of Cross-Border Transfer Under Reg. § 1.367(a)-3(c)(6),” in compliance with and setting forth the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as information required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayedTreasury Regulations Section 1.367(a)-3(c)(6). (c) Notwithstanding anything Parent and Buyer shall make (and shall cause their relevant Affiliates to make) any election available under Applicable Law to treat, or, to the contrary in this Agreementextent permitted or required under Applicable Law shall treat, Seller shall not be required to provide any Person with any Tax Return or copy the taxable year of any Tax Return of (i) any member each of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of Acquired Companies as closing on the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to TaxesClosing Date.

Tax Returns. (ai) Seller shall, at Seller’s expense, The Company shall prepare and timely file file, or shall cause to be prepared and timely filed (i) any filed, all Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) Returns required to be filed by it that are due on or with respect to before the Closing Date (taking into account any member of the Commercial Air Group, in the case of this clause (ii), extensions) and shall timely pay all Taxes that is are due and payable on or before the Closing Date (taking into account any extensions). Except Any such Tax Return shall be prepared in a manner consistent with the past practices of the Company, except as required by Law, Purchaser shall applicable Law or unless such past practices are not amend or revoke any Tax Return described in supportable at least at a “more likely than not” level. (ii) At the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession sole cost and expense of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a)Sellers’ Representative, and Purchaser Buyer shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file (or cause to be prepared and timely filed filed) all Tax Returns with respect to the members of the Commercial Air Group. In the case of Company for any such Tax Return for a Pre-Closing Tax Period or a Straddle Period (a “Purchaser Tax Return”), Purchaser shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of that are due after the relevant member of the Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (20) days prior to the due date thereof Closing Date (taking into account any extensions). Seller Buyer shall provide deliver a copy of all such Tax Returns to the Sellers’ Representative for its review and comment at least thirty (30) days prior to filing and shall incorporate all reasonable comments from the Sellers’ Representative. The Company shall deliver to the Sellers’ Representative a final copy of any comments to Purchaser such Tax Returns within ten fifteen (1015) days after the filing thereof. The Sellers shall timely pay all Taxes that are due and payable in respect of such Tax Returns; provided that Sellers shall pay Buyer (or its designee) for all such Taxes within five (5) days of Sellers’ Representative’s receipt of Buyer’s written request for the same; provided, however, that such payment shall be reduced by the MIN Incremental Tax Amount, if any. Any such Tax Return shall be prepared in a manner consistent with the past practices of the Company, except as required by applicable Law or unless such past practices are not supportable at least at a “more likely than not” level. The Company shall file the Company’s Income Tax Returns on or before the due date of such returns (including extensions) and pay any Income Taxes when due. (iii) The Company shall prepare (or cause to be prepared) and file (or cause to be filed) all Tax Returns required to be filed by the Company for any Tax period ending after the Closing Date, and pay (or cause to be paid) all Taxes due with respect to such Tax Returns. The Sellers shall timely pay all Taxes that are due and payable in respect of such Tax Returns (provided, in the case of any Straddle Period Tax Returns, Sellers only shall be responsible for the amount of such Taxes allocated to the Pre-Closing Tax Period) provided that Sellers shall pay Buyer (or its designee) for all such Taxes within five (5) days of Sellers’ Representative’s receipt of Buyer’s written request for the same. In order to apportion appropriately any Taxes relating to a Straddle Period, the Parties shall, to the extent required or permitted under applicable Law, treat the Closing Date as the last day of the taxable year or period of the Company for all Tax purposes. In any case where applicable Law does not permit the Parties to treat the Closing Date as the last day of the taxable year or period for purposes of Income, receipts, sales or payroll Taxes, such Taxes shall be apportioned based on the amount which would be payable if the relevant Tax period ended on the Closing Date determined on the basis of an interim closing of the books as of the close of business on the Closing Date. In any case where applicable Law does not permit the Parties to treat the Closing Date as the last day of the taxable year or period for purposes of Taxes other than Income, receipts, sales or payroll Taxes, such Taxes shall be apportioned based on the amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period. The Company shall deliver a copy of all such Straddle Period Tax Returns to the Sellers’ Representative for its review and comment at least thirty (30) days prior to filing and shall incorporate all reasonable comments from the Seller’s Representative. The Company shall deliver to the Sellers’ Representative a final copy of any such Purchaser Straddle Period Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as Returns within fifteen (15) days after the filing thereof. (iv) Unless otherwise required by Law, Purchaser the parties agree that all losses, deductions, credits and any other Tax benefits available on account of the payment of the Transaction Expenses, the Aggregate Exercise Price and the other transactions or payments contemplated by this Agreement shall not amend or revoke any such Purchaser be reported in Pre-Closing Tax Returns Periods (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayedand otherwise treated as attributable to Pre-Closing Tax Periods). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxes.

Tax Returns. (a) The Seller shall, at Seller’s expense, shall prepare and timely file or shall cause to be prepared and timely filed when due: (i) any all Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group Returns that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) are required to be filed (taking into account extensions) by or with respect to any member of the Commercial Air Group, in Transferred Subsidiaries or the case of this clause (ii), that is due Transferred Assets on or before the Closing Date (taking into account any extensionsor such later date, if any, as such Transferred Subsidiary or Transferred Asset is transferred to the Purchaser or its Designated Affiliate). Except as required by Law, Purchaser shall not amend or revoke any ; (ii) all Tax Return described in Returns of the immediately preceding sentence (Seller or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members Seller Entities; (iii) all Tax Returns that relate exclusively to Excluded Assets and Excluded Liabilities; and (iv) all Tax Returns relating to Taxes of a Consolidated Group that includes the Seller or any of its Subsidiaries (other than the Transferred Subsidiaries) on the one hand, and any of the Commercial Air Group or Purchaser reasonably requested by Seller Transferred Subsidiaries on the other hand (a) relate to facilitate any portion of the preparation and filing of any Water Business, such Tax Returns described in this Section 7.3(a), shall be prepared (including with respect to Tax elections and Purchaser shall use commercially reasonable efforts to prepare (or cause to be preparedTax accounting methods) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past prior practice of the relevant member Seller, the Seller Entity, the Transferred Subsidiary or such other applicable Affiliate of the Commercial Air GroupSeller and in accordance with applicable Law; provided, however, that (I) the Seller shall have no obligation to prepare any such Tax Return consistent with such prior practice if (a) deviating from prior practice would not reasonably be expected to have a Material Adverse Effect on the Water Business for the Post-Closing Period or (b) the return filing position that would be inconsistent with prior practice primarily affects the Seller (or Seller Affiliate) businesses other than the Water Business or is contemplated in connection with the Reorganization or is required by Law and (II) the Seller may elect to reattribute losses of any Transferred Subsidiary to the Seller or its Affiliate under Treasury Regulation ss. 1.1502-20(g) or any comparable provision of state, local or foreign Law or make an election under alternative or substitute Tax Laws that are applied or promulgated in lieu of Treasury Regulation ss. 1.1502-20. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a)Following the Closing, Purchaser the Parent Purchaser, at its own expense, shall prepare and timely file or cause to be prepared and timely filed when due all Tax Returns of or with respect to the members any of the Commercial Air Group. In Transferred Subsidiaries and any of the Transferred Assets that the Seller is not obligated to prepare pursuant to Section 5.9.3(a) (a "Section 5.9.3(b) Return") and, subject to Section 5.9.3(c), shall remit (or EXECUTION COPY -------------- (i) in a manner that reflects a Tax Liability consistent with valuing the Excluded Assets transferred from the Transferred Subsidiaries pursuant to the Reorganization consistent with the values assigned to such assets on Section 5.9.3(b) of the Seller's Disclosure Schedule and (ii) consistent with any Tax Return filing position selected by the Seller; provided, however, in the case of any a Reorganization Tax Return, if (A) no reasonable basis exists for utilizing the values assigned in Section 5.9.3(b) of the Seller's Disclosure Schedule or utilizing such values would reasonably be expected to result in the imposition of penalties by a Taxing Authority or (B) no reasonable basis exists for a Tax Return for filing position selected by the Seller or such position would reasonably be expected to result in the imposition of penalties by a Pre-Closing Period Taxing Authority, then the disputed value or the disputed Tax Return filing position, as the case may be, shall be determined pursuant to the procedure set forth in the preceding sentences of this Section 5.9.3(b), provided further, however, that, in such event, the Independent Accountant shall not make its determination consistent with the Principle but instead shall make its determination consistent with a value or Tax Return filing position, as the case may be, that will (x) minimize the Seller's indemnification obligation EXECUTION COPY -------------- pursuant to Section 5.9.1(b) and (y) result in a value or a Straddle Period (a “Purchaser Tax Return”), Purchaser shall prepare or cause to be prepared such Tax Return filing position for which there is a reasonable basis and which would not reasonably be expected to result in the imposition of penalties by a manner consistent with past practices of the relevant member of the Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (20) days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)Taxing Authority. (c) Notwithstanding anything The Seller shall, subject to Section 5.9.3(b), pay to the contrary in this Agreement, Seller shall not be required Parent Purchaser (or its Designated Affiliate) the amount of Taxes with respect to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of which the Seller Group or (ii) is responsible shown due on a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxes.Section 5.9.3

Tax Returns. (a) Seller shallExcept as set forth on Schedule 3.1(d), at Seller’s expense, prepare and timely file or shall cause to be prepared and timely filed (i) any all Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) Returns required to be filed by or on behalf of the Company and its Subsidiaries have been duly and timely filed, such Tax Returns are complete and accurate in all material respects, and all Taxes shown to be payable on such Tax Returns have been paid in full on a timely basis, other than Taxes being contested in good faith. There are no Encumbrances with respect to any member Taxes upon any of the Commercial Air Groupassets or properties of the Company or its Subsidiaries, in the case of this clause (ii), that is due on or before the Closing Date (taking into account any extensions)other than Permitted Encumbrances. Except as required set forth on Schedule 3.1(d), no material issue relating to Taxes of the Company or its Subsidiaries has been raised by Lawany taxing authority in any audit or examination which could result in a proposed adjustment or assessment by a Governmental Entity in a Pre-Effective Date Tax Period. Except as set forth on Schedule 3.1(d), Purchaser shall not amend no audit or revoke other proceeding by any Governmental Entity has formally commenced and no written notification has been given to the Company or any of its Subsidiaries that such an audit or other proceeding is pending or threatened with respect to any Taxes due from the Company or any of its Subsidiaries or any Tax Return described in the immediately preceding sentence (filed by or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the members Company or any of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser 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 Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (20) days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from SellerSubsidiaries. Except as required set forth on Schedule 3.1(d): (i) no assessment of Tax has been proposed against the Company or its Subsidiaries or any of their assets or properties and (ii) none of the Company and its Subsidiaries has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency or been notified in writing of, any change or proposed change of accounting method. As of the Closing, neither the Company nor its Subsidiaries will be a party to, be bound by Lawor have any obligation under, Purchaser shall not amend any Tax sharing agreement or revoke similar contract or agreement dealing principally with Taxes. None of the Company or its Subsidiaries has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. None of the Company or its Subsidiaries has been a member of an affiliated group filing a consolidated federal Income Tax Return (other than a group of which Parent or Lockheed Corporation is or was the common parent) and no claim for liability has been asserted against the Company or any such Purchaser Tax Returns of its Subsidiaries for the Taxes of any person pursuant to Treasury Regulation Section STOCK PURCHASE AGREEMENT 13 19 1.1502-6(a) (or any notification similar provision of state, local, or election relating thereto) without the prior written consent of Seller (foreign law), as a transferee or successor, by contract or otherwise, which consent shall claim has not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member been finally resolved as of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxesdate hereof.

Tax Returns. (a) Seller shall, at Seller’s expense, prepare and The Selling Members shall timely file or shall cause to be prepared and timely filed when due (itaking into account all extensions properly obtained) any all Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) Returns required to be filed by or with respect to Medfusion and the Subsidiaries for any member of the Commercial Air Group, in the case of this clause (ii), that is due tax period ending on or before the Closing Date (taking into account any extensions). Except as required Date, and by Lawor with respect to Medtown South for all tax periods, Purchaser and shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (remit or cause to be provided) to Seller remitted any information already Taxes due in the possession respect of the members of the Commercial Air Group such Tax Returns. Except as otherwise required by applicable Law or Purchaser reasonably requested contemplated by Seller to facilitate the preparation and filing of any this Agreement, all Tax Returns described in filed or caused to be filed by the Selling Members under this Section 7.3(a), and Purchaser 7.03(a) shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser Tax Return”), Purchaser shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices and shall not be filed in a manner inconsistent with Section 6.01(b)(xxi) and Section 6.01(b)(xxii). (b) The Purchaser shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns required to be filed by or with respect to Medfusion and the Subsidiaries with respect to Straddle Periods, and shall remit or cause to be remitted any Taxes due in respect of the relevant member of the Commercial Air Group except such Tax Returns. Except as may be otherwise required by Lawapplicable Law or contemplated by this Agreement, all Tax Returns filed or caused to be filed by the Purchaser under this Section 7.03(b) shall be prepared and filed in a manner consistent with past practices. At least thirty (30) days prior to filing, the Purchaser shall deliver provide any Straddle Period Tax Return to Seller the Selling Party Representative for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned withheld or delayed) a copy to the extent the filing of each Purchaser such Tax Return at least twenty could reasonably be expected to result in a liability for Taxes under Article VII or an indemnification obligation of the Selling Members under Article IX. The Selling Members shall reimburse the Purchaser the Taxes for which Selling Members are liable pursuant to this Article VII, but which are remitted in respect of any Straddle Period Tax Return filed by Purchaser pursuant to this Section 7.03(b), promptly following any approval required by the preceding sentence and the written request of Purchaser setting forth in detail the computation of the amount owed by the Selling Members in the aggregate, but in no event earlier than ten (2010) days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any for paying such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxes.

Tax Returns. (ai) Seller shall, at Seller’s expense, prepare and Parent shall timely file or shall cause to be prepared and timely filed when due (itaking into account all extensions properly obtained) any (A) all Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group Returns that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) are required to be filed by or with respect to any member of Business Subsidiary on a combined, consolidated or unitary basis with Seller Parent or any Affiliate thereof, (B) all other U.S. federal state and local income Tax Returns and all non-U.S. income Tax Returns that are required to be filed by or with respect to a Business Subsidiary for taxable years or periods ending on or prior to the Commercial Air GroupClosing Date, in the case of this clause (ii), that is C) all other Tax Returns due on or before prior to the Closing Date (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(aall extensions properly obtained), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be preparedD) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any all Tax Return Returns that are required to be prepared filed by the Equity Sellers with respect to the Business Subsidiaries or the operation of the Business or an Asset Seller pursuant with respect to Section 7.3(a), Purchaser the ownership or use of the Purchased Assets on or prior to the Closing. Buyer shall prepare and timely file or cause to be prepared and timely filed when due (taking into account all extensions properly obtained) all other Tax Returns of the Business Subsidiaries, the Business and the Purchased Assets that are required to be filed in respect of any Pre-Closing Tax Period. Seller Parent or Buyer shall pay the other party for the Taxes for which Seller Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with respect any Tax Return to be filed by the other party pursuant to this Section 8.2(b)(iv) upon the written request of the party entitled to payment, setting forth in reasonable detail the computation of the amount owed by Seller Parent or Buyer, as the case may be, but in no event earlier than ten (10) business days prior to the members of the Commercial Air Group. In the case of any due date for paying such Taxes. (ii) All Tax Return for Returns described in this paragraph (b) that relate a Pre-Closing Tax Period or a Straddle Period (a “Purchaser Tax Return”), Purchaser shall prepare or cause to be prepared such Tax Return and filed in a manner consistent with most recent past practices practice, except as required by applicable Requirements of Law. With respect to any such Tax Return of a Business Subsidiary described in this paragraph (b)(ii) that relates to income Taxes (other than a Tax Return described in paragraph (b)(i)(A), in which case, Seller Parent shall deliver a pro forma Tax Return of the relevant member of the Commercial Air Group except applicable Business Subsidiary treated as may be otherwise required by Law. Purchaser shall deliver to Seller for its reviewthough it were a separate taxpayer on a standalone basis), comment and approval not less than thirty (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (2030) days prior to the due date thereof (for such income Tax Return, taking into account any extensionsextensions (or, if such due date is within thirty (30) days prior to the due date for such income Tax Return, as promptly as practicable following the Closing Date). Seller , the party responsible for preparing and filing such Tax Return shall provide the other party with a draft copy of such Tax Return for review and comment. With respect to any such Tax Return of a Business Subsidiary described in this paragraph (b)(ii) that relates to Taxes other than income Taxes, the party responsible for preparing and filing such Tax Return shall use commercially reasonable efforts to provide the other party with a draft copy of such Tax Return for review and comment in advance of filing such Tax Return. With respect to all Tax Return relating to a Pre-Closing Tax Period, the party responsible for preparing and filing such Tax Returns shall consider in good faith any reasonable comments of the other party in respect of such Tax Return received prior to Purchaser within the due date, taking into account extensions. If the preparing party disagrees with any such comments, the parties shall cooperate in good faith to resolve any dispute with respect to any such Tax Return and if the parties are unable to resolve any such dispute at least ten (10) days before the due date for any such Tax Return that is an income Tax Return (or otherwise prior to the due date for any Tax Return that relates to Taxes other than income Taxes), taking into account extensions, the dispute shall be referred to the Tax Accountant and any such determination by the Tax Accountant shall be final. If any such dispute is not resolved by the Tax Accountant prior to the due date for any such Tax Return, taking into account extensions, such Tax Return shall be filed as originally prepared and later amended to reflect the Tax Accountant’s determination, if necessary. The expenses of receipt the Tax Accountant shall be borne equally by Buyer and Seller Parent. (iii) Neither Buyer nor any Affiliate of Buyer shall amend, re-file or otherwise modify (or grant an extension of any such Purchaser statute of limitation with respect to) any Tax Return and Purchaser shall revise such Purchaser relating in whole or in part to the Business Subsidiaries for any Pre-Closing Tax Return to reflect Period or enter into any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns voluntary disclosure agreement (or any notification or election relating theretoother similar agreement) that relates to a Pre-Closing Tax Period without the prior written consent of Seller Parent (which consent shall not to be unreasonably withheld, conditioned or delayed). (civ) Notwithstanding anything At Seller Parent’s expense, Buyer shall promptly cause each Business Subsidiary to prepare and provide to Seller a package of Tax information materials, including schedules and work papers (the “Tax Package”) reasonably required by Seller Parent to enable Seller Parent or an Affiliate to prepare and file all Tax Returns required to be prepared and filed by it pursuant to paragraph (b)(i) of this Section 8.2. Buyer shall use commercially reasonable efforts to complete the Tax Package in accordance with past practice, including past practice as to providing such information and as to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return method of computation of separate taxable income or copy other relevant measure of any Tax Return of (i) any member income of the relevant Business Subsidiary. Buyer shall use commercially reasonable efforts to cause the Tax Package to be delivered to Seller Group or Parent within ninety (ii90) a consolidated, combined or unitary group that includes any member of days after the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to TaxesClosing Date.

Tax Returns. (ai) Seller shall, at Seller’s expense, The Company shall prepare and timely file or shall cause to be prepared prepared, and timely filed (i) any shall file or cause to be filed, all Tax Return of a member Returns of the Seller Group or of a consolidated, combined or unitary group Company and its Subsidiaries that includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) are required to be filed by or with respect to any member of the Commercial Air Group, in the case of this clause (ii), that is due on or before the Closing Date Date. Except to the extent otherwise required by law, such Tax Returns shall be prepared on a basis consistent with the past practices of such entities. The Company shall make such Tax Returns available to the Purchaser for review no less than thirty (30) days in advance of the due date for filing any such Tax Returns to provide the Purchaser with a meaningful opportunity to analyze and comment on such Tax Returns before filing. The Company shall make such changes and revisions to such Tax Returns as are reasonably requested by the Purchaser. The Company shall cause such Tax Returns to be timely filed (taking into account any extensionsextensions granted). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (bii) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser Tax Return”), The Purchaser shall prepare or cause to be prepared and shall file or cause to be filed all Tax Returns of the Company and its Subsidiaries for all Pre-Closing Tax Periods required to be filed after the Closing Date and all Straddle Periods. Except to the extent otherwise required by law, all such Tax Return in Returns shall be prepared on a manner basis consistent with the past practices of such entities. The Purchaser shall permit the relevant member PPB Sub to review and comment on each material Tax Return that is prepared under this Section 2(b)(ii) no less than thirty (30) days in advance of the Commercial Air Group except extended due date for filing any such Tax Returns to provide the PPB Sub with a meaningful opportunity to analyze and comment on such Tax Returns before filing. The Purchaser shall make such changes and revisions to such Tax Returns as are reasonably requested by the PPB Sub to the extent that such revisions relate to Taxes of any Pre-Closing Tax Period for which the PPB Sub may be otherwise required by Law. Purchaser shall deliver liable pursuant to Seller for its reviewSection 2(a), comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (20) days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of except (i) any member of the Seller Group where a contrary position is required under applicable law or (ii) a consolidatedto the extent such comments, combined or unitary group that includes if incorporated in any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, could reasonably be expected to have a material adverse affect resulting from incorporating such comments in such Tax Return on the liability for Taxes of the Purchaser, the Company or any of their affiliates in any Post-Closing Tax audit Period. In the event that the Tax liability of the Company or examination any of its Subsidiaries in connection with an administrative or judicial proceeding involving a Pre-Closing Tax Period reflected on a Tax authority relating Return prepared under this Section 2(b)(ii) exceeds the reserve for such Tax liability reflected on the ADS Business Balance Sheet and taken into account in the calculation of Acceptance Date Net Working Capital, the Purchaser shall notify the PPB Sub of such excess and the PPB Sub shall promptly (but in any event within three (3) Business Days of the Purchaser’s request) pay to Taxesthe Purchaser an amount equal to such excess.

Tax Returns. (a) The Seller shallParties shall prepare, at Seller’s expense, prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member prepared, at their expense, all of the Seller Group or of a consolidated, combined or unitary group that includes any member of Tax Returns required to be filed with respect to the Seller Group (or any Combined Tax Return) and (ii) any Tax Return Business for all taxable periods (other than any Combined with respect to Tax Return) Returns required to be filed by or with respect to any member a Member of the Commercial Air Company Group, in the case of this clause (ii), that is due ) ending on or before prior to the Closing Date that are filed after the Closing Date (a “Seller Return”). All such Seller Returns shall be prepared in a manner consistent with the past practices of the Company Group or applicable Seller Party unless otherwise required by applicable Law. The Seller Parties shall provide Buyer with a copy of any such Seller Returns for its review, comment, and approval, with respect to income Tax Returns, at least thirty (30) Business Days prior to the due date (taking into account applicable extensions) of such Seller Returns, and with respect to non-income Tax Returns, as soon as reasonably practicable, and the Seller Parties shall accept any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser changes reasonably requested by Buyer. After such review and comment and approval, the Seller Parties will submit such Seller Returns to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a)Company Group for filing. Buyer will prepare, and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner , and on a timeline requested by Sellerfile, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air Group. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed filed, all other Tax Returns for the Company Group or with respect to the members of the Commercial Air GroupBusiness for any Straddle Periods. In the case Buyer will provide Seller with copies of any such Tax Return Returns for a Pre-Closing Period or a Straddle Period (a “Purchaser Tax Return”)Seller’s reasonable review and comment, Purchaser shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant member of the Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty fifteen (2015) days prior to the due date thereof hereof (taking into account giving effect to any extensions). Seller shall provide any comments to Purchaser within ten (10extensions thereto) days in the case of receipt income Tax Returns and as soon as practicable in the case of any such Purchaser all other Tax Return and Purchaser shall revise consider in good faith such Purchaser Tax Return to reflect any reasonable comments received from Seller. Except revisions as required by Law, Purchaser shall not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return), except, in each case such Tax Returns are reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to TaxesSeller.

Tax Returns. (a) Seller shall, at Seller’s expense, shall prepare and timely file or shall cause to be prepared and timely filed (i) any Combined Tax Return of a member of the Seller Group or of a consolidated, combined or unitary group that includes any member of the Seller Group (or any Combined Tax Return) of its Affiliates, on the one hand, and the Company, on the other hand, and (ii) any Tax Return (other than any Combined Tax ReturnReturn described in (i)) that is required to be filed by or with respect to the Company for any member of taxable period that ends on or before the Commercial Air Group, in the case of this clause Closing Date (iia “Pre-Closing Separate Tax Return”), . Seller shall timely file or cause to be filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is due required to be filed on or before the Closing Date (taking into account any extensions). Except as Pre-Closing Separate Tax Returns shall be prepared in accordance with law and with the past practices of the Company. Seller shall deliver, or shall cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required by Lawto be filed after the Closing Date at least thirty (30) days prior to the due date for filing such Tax Returns (taking into account any extensions), and Purchaser shall timely file or cause to be filed such Tax Returns. Purchaser shall not amend or revoke any Combined Tax Return described in the immediately preceding sentence or any Pre-Closing Separate Tax Return (or any notification or election relating thereto) ), unless required by law, without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. At Seller’s reasonable request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information already in the possession of the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.3(a8.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Commercial Air GroupCompany. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a8.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the members of the Commercial Air GroupCompany. In the case of any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser 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 Commercial Air Group except as may be otherwise required by Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser such Straddle Period Separate Tax Return Returns at least twenty thirty (2030) days prior to the due date thereof (taking into account any extensions). Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Straddle Period Separate Tax Return to reflect any reasonable comments received from SellerSeller not later than fifteen (15) days before the due date thereof (taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any such Purchaser Straddle Period Separate Tax Returns (or any notification or election relating thereto) ), unless required by Law, without the 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 Returns. (c) Notwithstanding anything to the contrary in this Agreement, in no event shall Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a consolidated, combined combined, or unitary group that includes any member of the Seller Group (or including any Combined Tax Return), except, in each case such Tax Returns reasonably requested by any Person in connection with the preparation of any Tax Return, any Tax audit or examination in connection with an administrative or judicial proceeding involving a Tax authority relating to Taxes.