Common use of Tax Returns Clause in Contracts

Tax Returns. Following the Closing, Seller shall prepare or cause to be prepared and file or cause to be filed, at the expense of Seller, all Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed after the Closing Date. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Law.

Tax Returns. Following Subject to the Closingapplicable governing documents of the Company Group GP Entities, the Seller Representative shall control the preparation and filing of any Flow-Through Return of the Company Group GP Entities (including, for the avoidance of doubt the TB Funds, as applicable); provided that if any such Flow-Through Return would result in any allocations (directly or indirectly) of income to any member of the Company Group (other than other Company Group GP Entities), then (i) at least fifteen (15) days prior to the filing deadline (or, with respect to any such Tax Returns (if any) that are due within twenty (20) days of the Closing Date, as soon as reasonably practicable prior to the filing deadline), the Seller Representative shall provide the Buyer with a copy of any such Tax Return, (ii) the Seller Representative shall consider in good faith any reasonable comments provided by the Buyer (and shall not unreasonably deny the implementation of any such comments) and (iii) for any such Tax Return that would result in any allocations (directly or indirectly) of income to the Company for any period or portion thereof after the Closing Date, shall not file any such Tax Return without the written consent of the Buyer (such consent not to be unreasonably withheld, conditioned or delayed). Except with respect to Flow-Through Returns which are solely governed by the preceding sentence, the Seller Representative shall prepare and timely file (taking into account extensions), or cause to be prepared and file or cause to be timely filed, at the expense of Seller, all Tax Returns of the members of the Company Group (A) that are required to be filed prior to the Closing Date, or (B) that are income Tax Returns for the Group Companies for all a Tax Periods ending period that begins prior to and ends on or prior to the Closing Date (including, for the avoidance of doubt, the final IRS Form 1065 of the Company), and shall promptly pay (or cause to be paid) all Taxes that are required to be filed after the Closing Date. Such reflected on such Tax Returns to the extent such Taxes were not accrued as Indebtedness or as a liability in Final Net Working Capital or as Transaction Expenses. The Buyer shall be prepared prepare and timely file all other Tax Returns of the members of the Company Group (other than the Tax Returns of the Company Group GP Entities that are not Flow-Through Returns) that relate to any Pre-Closing Tax Period or Straddle Period in a manner consistent with the past practices of the Group Companiespractice, except as otherwise required by applicable Tax Law or changes in factsApplicable Law. Seller shall permit Buyer At least fifteen (15) days prior to review and comment on the filing deadline (or, with respect to any such Tax Returns (togetherif any) that are due within twenty (20) days of the Closing Date, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 days as soon as reasonably practicable prior to the due date for filing deadline), the Buyer (including extensionsi) shall provide the Seller Representative with a copy of any such Tax Returns Return and (ii) shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior the Seller Representative with respect to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing preparation of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns The Sellers shall be prepared in a manner consistent with the past practices of the Group Companies, except responsible for (1) all Taxes that are shown as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment due on any such Tax Returns (together, with schedules, statements and, Return filed by the Buyer relating to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Sellerand (2) for the pre-Closing portion of any Taxes that are shown as due on any such Tax Return for a Straddle Period (as determined in accordance with Section 10.3). Notwithstanding anything No later than five (5) Business Days prior to the contrary anywhere in this Agreementdue date of any such Tax Return, the Parties agree Seller Representative shall pay to the Buyer, on behalf of the Sellers, the amount of Taxes that all Transaction Deductions will be reported in Pre-Closing are the Sellers’ responsibility with respect to such Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) Return under the prior sentence, to the extent permitted such Taxes were not accrued as Indebtedness or as a liability in Final Net Working Capital or as Transaction Expenses. For the avoidance of doubt, any cost incurred with respect to the preparation or filing of any Tax Returns pursuant to the second sentence of this Section 10.2(a) shall be paid by the Sellers. For purpose of this Section 10.2(a) and Section 10.2(b), “Flow-Through Return” means a Tax Return of a Company Group GP Entity (including, for the avoidance of doubt a TB Fund, as applicable) that allocates or reports income to the direct or indirect beneficial owner(s) of the Company Group GP Entity under applicable Law.

Tax Returns. Following the Closing, Seller (a) The Partnership shall prepare and timely file, or cause to be prepared and file or cause to be timely filed, at the expense of Seller, all Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed after by it that are due on or before the Closing DateDate (taking into account any extensions), and shall timely pay all Taxes that are due and payable on or before the Closing Date (taking into account any extensions). Such Any such Tax Returns Return shall be prepared in a manner consistent with the past practices of the Group Companies, except as practice (unless otherwise required by applicable Law). (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Law or changes in factsReturns required to be filed by the Partnership after the Closing Date with respect to a Pre-Closing Tax period and for any Straddle Period. Seller shall permit Buyer to review and comment on Any such Tax Returns Return shall be prepared in a manner consistent with past practice (togetherunless otherwise required by Law) and, if it is an income or other material Tax Return, shall be submitted by Parent to Partner Representative (together with schedules, statements and, to the extent requested by BuyerPartner Representative, supporting documentation) at least 30 50 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax ReturnsReturn. If Partner Representative objects to any item on any such Tax Return must be signed by Buyerthat relates to a Pre-Closing Tax Period, any Affiliate thereof or the Group Companies (or any representative of the foregoing)it shall, Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing within 20 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. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense If a notice of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns objection shall be prepared duly delivered, Parent and Partner Representative shall negotiate in a manner consistent with good faith and use their reasonable best efforts to resolve such items. If Parent and Partner Representative are unable to reach such agreement within ten days after receipt by Parent of such notice, the past practices of disputed items shall be resolved by mutually acceptable nationally recognized accounting firm (the Group Companies, except as otherwise required “Independent Accountant”) and any determination by applicable Tax Law or changes in factsthe Independent Accountant shall be final. Buyer The Independent Accountant shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least resolve any disputed items within 30 days prior 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 filing (including extensions) of such Tax Returns Return, the Tax Return shall be filed as prepared by Parent and shall revise such Tax Returns then amended to reflect any reasonable comments made the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne by Seller prior to the Parent. The preparation and filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended any Tax Return of the Group Companies Partnership that does not relate to a Pre-Closing Tax period or claim for Tax refund on behalf Straddle Period shall be exclusively within the control of Parent. (c) For purposes of this ARTICLE VII, J▇▇▇▇▇ ▇▇▇▇▇▇ shall be the “Partner Representative” unless he earlier resigns or retires from such position, at which time a new Partner Representative shall be appointed by the Partners formerly owning a majority of the Group Companies Percentage Interest in the Partnership. (d) None of Parent, Royale, and the Partnership and their respective Affiliates shall file any amended return, carryback claim, or other adjustment request with respect to Royale, the Partnership, the Matrix LPs, the Matrix Operator, or Matrix Pipeline, L.P. for any Pre-Closing Tax Period shall be filed, period unless such action is required by Law or caused to be filed, only by Seller. Notwithstanding anything Governmental Order or unless such action is undertaken pursuant to the contrary anywhere in this Agreementwritten consent of Royale and the Partner Representative, the Parties agree that all Transaction Deductions will which consent shall not be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawunreasonably withheld or delayed.

Tax Returns. Following the Closing, (a) Seller shall prepare or cause to be prepared and file or cause to be filed, at the expense of Seller, all Tax Returns for of the Group Companies (i) required to be filed after the date hereof for all Tax Pre-Effective Date Periods ending and (ii) required to be filed after the date hereof but on or prior to the Closing Date that are for all Straddle Periods (the “Seller Tax Returns”). Such Seller Tax Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable Law. Reasonably in advance of the due date for the filing of any such Seller Tax Return, Seller shall deliver a draft of such Tax Return, together with all supporting documentation and workpapers, to Purchaser for its review and reasonable comment. Purchaser or Seller, as applicable, will cause such Tax Return (as revised to incorporate Purchaser’s reasonable comments) to be timely filed and will provide a copy thereof to the non-filing Party. Not later than five (5) days prior to the due date for payment of Taxes with respect to any Seller Tax Return filed by Purchaser, Seller shall pay to Purchaser the amount of any Seller Taxes with respect to such Tax Return. (b) Purchaser shall prepare or cause to be prepared all Tax Returns of the Companies required to be filed after the Closing DateDate for all Straddle Periods (“Purchaser Tax Returns”). Such Purchaser Tax Returns shall be prepared in on a manner basis consistent with past practice except to the past practices of the Group Companies, except as extent otherwise required by applicable Law. Reasonably in advance of the due date for the filing of any such Purchaser Tax Law or changes in facts. Returns, Purchaser shall deliver a draft of such Tax Return, together with all supporting documentation and workpapers, to Seller shall permit Buyer to for its review and comment on reasonable comment. Purchaser will cause such Tax Returns Return (together, with schedules, statements and, as revised to the extent requested by Buyer, supporting documentationincorporate Seller’s reasonable comments) at least 30 to be timely filed and will provide a copy thereof to Seller. Not later than five (5) days prior to the due date for filing (including extensions) payment of such Taxes with respect to any Purchaser Tax Returns and Return, Seller shall revise such Tax Returns pay to reflect Purchaser the amount of any reasonable comments made by Buyer prior Seller Taxes with respect to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Law.

Tax Returns. Following the Closing, Seller (a) The Partnership shall prepare and timely file, or cause to be prepared and file or cause to be timely filed, at the expense of Seller, all Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed after by it that are due on or before the Closing DateDate (taking into account any extensions), and shall timely pay all Taxes that are due and payable on or before the Closing Date (taking into account any extensions). Such Any such Tax Returns Return shall be prepared in a manner consistent with the past practices of the Group Companies, except as practice (unless otherwise required by applicable Law). (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Law or changes in factsReturns required to be filed by the Partnership after the Closing Date with respect to a Pre-Closing Tax period and for any Straddle Period. Seller shall permit Buyer to review and comment on Any such Tax Returns Return shall be prepared in a manner consistent with past practice (togetherunless otherwise required by Law) and, if it is an income or other material Tax Return, shall be submitted by Parent to Partner Representative (together with schedules, statements and, to the extent requested by BuyerPartner Representative, supporting documentation) at least 30 50 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax ReturnsReturn. If Partner Representative objects to any item on any such Tax Return must be signed by Buyerthat relates to a Pre-Closing Tax Period, any Affiliate thereof or the Group Companies (or any representative of the foregoing)it shall, Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing within 20 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. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense If a notice of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns objection shall be prepared duly delivered, Parent and Partner Representative shall negotiate in a manner consistent with good faith and use their reasonable best efforts to resolve such items. If Parent and Partner Representative are unable to reach such agreement within ten days after receipt by Parent of such notice, the past practices of disputed items shall be resolved by mutually acceptable nationally recognized accounting firm (the Group Companies, except as otherwise required “Independent Accountant”) and any determination by applicable Tax Law or changes in factsthe Independent Accountant shall be final. Buyer The Independent Accountant shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least resolve any disputed items within 30 days prior 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 filing (including extensions) of such Tax Returns Return, the Tax Return shall be filed as prepared by Parent and shall revise such Tax Returns then amended to reflect any reasonable comments made the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne by Seller prior to the Parent. The preparation and filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended any Tax Return of the Group Companies Partnership that does not relate to a Pre-Closing Tax period or claim for Tax refund on behalf Straddle Period shall be exclusively within the control of Parent. (c) For purposes of this ARTICLE VII, ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be the “Partner Representative” unless he earlier resigns or retires from such position, at which time a new Partner Representative shall be appointed by the Partners formerly owning a majority of the Group Companies Percentage Interest in the Partnership. (d) None of Parent, Royale, and the Partnership and their respective Affiliates shall file any amended return, carryback claim, or other adjustment request with respect to Royale, the Partnership, the Matrix LPs, the Matrix Operator, or Matrix Pipeline, L.P. for any Pre-Closing Tax Period shall be filed, period unless such action is required by Law or caused to be filed, only by Seller. Notwithstanding anything Governmental Order or unless such action is undertaken pursuant to the contrary anywhere in this Agreementwritten consent of Royale and the Partner Representative, the Parties agree that all Transaction Deductions will which consent shall not be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawunreasonably withheld or delayed.

Tax Returns. Following (a) After the ClosingClosing Date, the Buyer and the Company will cause the Company to be included in the Buyer’s affiliated group pursuant to Treasury Regulations Section 1.1502-75 and will join together in filing a consolidated federal income Tax Return. The Seller shall prepare or cause to be prepared responsible for preparing and file or cause to be filed, at the expense of Seller, filing all income Tax Returns with respect to the activity of the Company for the Group Companies for all Tax Periods any taxable period ending on or prior to the Closing Date, all such Tax Returns shall report the Transaction Tax Deductions in such a taxable period, and the Seller hereby covenants and agrees to pay all income Tax shown on such income Tax Returns (except to the extent such income Tax is reflected in the calculation of the Working Capital Amount). The parties hereby agree that all Transaction Expenses shall be paid as of or on the Closing Date and shall not result in any payables for the Company after the Closing. (b) With respect to Tax Returns that are required to be filed after by or with respect to the Closing Date. Such Tax Company for Straddle Periods (“Straddle Returns”), such Straddle Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as practice (unless otherwise required by applicable Tax Law or changes in factslaw). Seller Buyer shall permit Buyer to review and comment on such Tax Returns (togetherdeliver, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 days prior to the due date for filing such Straddle Return (including extensionsextension), to the Seller a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 10.7 (the “Tax Statement”) and copies of such Straddle Return. The Seller shall have the right to review such Straddle Return and the Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer Statement prior to the filing of such Tax ReturnsStraddle Return and, within ten days after the date of receipt by Seller of any Straddle Return, to request in writing any reasonable changes to such Straddle Return. If Seller and Buyer agree to consult and resolve in good faith any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative issue arising as a result of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing review of such Straddle Return and the Tax Statement and mutually to consent to the filing as promptly as possible of such Straddle Return. Following In the Closingevent the parties are unable to resolve any dispute within ten days after Buyer has received Seller’s written request for changes, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns then any disputed issues shall be prepared immediately submitted to the Independent Accounting Firm selected pursuant to Section 2.5(c) to resolve in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days final binding matter prior to the due date for such Straddle Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. (c) The Buyer shall be responsible for preparing and filing (including extensions) of such all Tax Returns that relate to the Taxes of the Company other than those described in this Section 10.1(a) and (b) and shall revise such Tax Returns to reflect any reasonable comments made pay all Taxes shown as due by Seller prior to the filing of Company on such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Law.

Tax Returns. Following the Closing, Seller (a) The Shareholders' Representatives or their duly authorized agents shall prepare and timely file all outstanding Tax Returns of the Companies and Company Subsidiaries for taxable periods ending on or before the Closing on a basis which is, where applicable, consistent with that used in the preparation of the Tax Return of (in each case) the relevant Company or Company Subsidiary for any immediately preceding taxable period, save where to do so would be contrary to law. Parent shall provide or procure that the Companies and Company Subsidiaries provide any assistance reasonably requested by the Shareholders' Representatives for that purpose, including access to the books, accounts and records of the Companies and Company Subsidiaries. The Shareholders' Representatives shall notify Parent in writing that a Tax Return must be submitted at least twenty Business Days prior to the submission and Parent shall be entitled, on giving reasonable notice to the Shareholders' Representatives, to review any Tax Return prior to submission. Parent shall provide or procure that the Companies and Company Subsidiaries cause those Tax Returns to be authorized, signed and submitted to the appropriate authority without amendment or with such amendments as Parent and the Shareholders' Representatives shall agree unless, in the opinion of Parent, there is no reasonable basis for any position taken on such returns or the signing or filing of such return would subject Parent, the Companies, the Company Subsidiaries or any of their officers, directors, employees, agents or Affiliates to fines, penalties or similar charges. (b) Parent shall prepare and file or cause to be prepared and file or cause to be filed, at the expense of Seller, all filed those Tax Returns which relate to taxable periods of the Companies and Company Subsidiaries commencing on or before the Closing and ending after the Closing ("Straddle Returns") on a basis which is, where applicable, consistent with that used in the preparation of the Tax Return of (in each case) the relevant Company or Company Subsidiary for any immediately preceding taxable period, save where to do so would be contrary to law. Parent shall notify the Group Companies for all Shareholders' Representatives in writing that a Straddle Return must be submitted at least twenty Business Days prior to the submission and the Shareholders' Representatives shall be entitled, on giving reasonable notice to Parent, to review any Straddle Return prior to submission. Parent shall make any changes as reasonably requested by the Shareholders' Representatives or their duly authorized agent provided such changes would not have a material adverse effect to Parent. None of the Shareholders or any of their respective Affiliates shall otherwise amend, refile or in any other way modify any Tax Periods Return relating in whole or in part to any Company or Company Subsidiary or the JLW Businesses with respect to any taxable period ending on or prior to before the Closing Date that are required to be filed after without the Closing Date. Such Tax Returns shall be prepared in a manner consistent with the past practices prior written consent of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawParent.

Tax Returns. Following the Closing, Seller (a) The Company shall prepare and timely file, or cause to be prepared and file or cause to be timely filed, at the expense of Seller, all Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed after by it or any of its Subsidiaries that are due on or before the Closing DateDate (taking into account any extensions), and shall timely pay all Taxes that are due and payable on or before the Closing Date (taking into account any extensions). Such Any such Tax Returns Return shall be prepared in a manner consistent with the past practices of the Group Companies, except as practice (unless otherwise required by applicable Tax Law or changes in factsLaw). Seller The Company shall permit Buyer to review and comment on provide Parent a copy of such Tax Returns for its review within a reasonable period of time prior to the date for filing. (togetherb) Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed by the Company or any of its Subsidiaries after the Closing Date with respect to a Pre-Closing Tax Period and for any Straddle Period. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and, if it is an income Tax Return, shall be submitted by Parent to Stockholder Representative (together with schedules, statements and, to the extent requested by BuyerStockholder Representative, supporting documentation) at least 30 forty- five (45) days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax ReturnsReturn. If the Stockholder Representative objects to any item on any such Tax Return must be signed by Buyerthat relates to a Pre-Closing Tax Period, any Affiliate thereof or the Group Companies it shall, within ten (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing 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. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense If a notice of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns objection shall be prepared duly delivered, Parent and Stockholder Representative shall negotiate in a manner consistent with good faith and use their reasonable best efforts to resolve such items. If Parent and the past practices Stockholder Representative are unable to reach such agreement within ten (10) days after receipt by Parent of such notice, the Group Companies, except 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 (20) days of having the item referred to it pursuant to such procedures as otherwise required by applicable Tax Law or changes in factsit may require. Buyer shall permit Seller If the Independent Accountant is unable to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to resolve any disputed items before the due date for filing (including extensions) of such Tax Returns Return, the Tax Return shall be filed as prepared by Parent and shall revise such Tax Returns then amended to reflect any reasonable comments made the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally by Seller prior to the Parent and Stockholder Representative. The preparation and filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended any Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Company that does not relate to a Pre-Closing Tax Period or Straddle Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to exclusively within the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawcontrol of Parent.

Tax Returns. Following the Closing, (a) Seller shall prepare be responsible for preparing (i) all state income or cause to be prepared and file or cause to be filed, at the expense of Seller, all franchise Tax Returns for the Group Companies for all of MONY that relate to Tax Periods periods ending on or prior to the Closing Date or (ii) Tax Returns that are required to be filed after the Closing DateConsolidated or Combined Returns. Such Tax Returns shall be prepared in a manner consistent with the past practices of positions taken, and with accounting methods used, on the Group CompaniesTax Returns filed by or with respect to MONY prior to the date on which the Closing occurs, except as unless otherwise required by applicable Tax Applicable Law or changes agreed by Seller and Purchaser. With respect to any such Tax Return described in facts. clause (i) of the first sentence of this Section 6.4(a) that is due (taking into account extensions) after the Closing Date, Seller shall permit Buyer to provide Purchaser a copy of such Tax Return for Purchaser’s review and comment on such Tax Returns signature (togetherwhich shall not be unreasonably withheld, with schedules, statements and, to the extent requested by Buyer, supporting documentationconditioned or delayed) at least 30 days not later than twenty Business Days prior to the due date for filing (including extensions) of such Tax Returns Return. (b) Purchaser shall be responsible for preparing and shall revise such filing all other Tax Returns to reflect any reasonable comments made by Buyer prior relating to the filing business or assets of such Tax Returns. If MONY; provided, however, that in the case of any such Tax Return must be signed by Buyerwith respect to a Pre-Closing Tax Period or a Straddle Period, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days not later than twenty Business Days prior to the due date for filing (including extensions) such Tax Return by Purchaser, Purchaser shall provide Seller with a copy of relevant portions of the draft of such Tax Returns Return for Seller’s approval. (c) Without the prior written consent of Seller, Purchaser shall not, and shall revise such not permit any of its Affiliates to, amend any Tax Returns or make or change any Tax elections or accounting methods, in each case with respect to reflect any reasonable comments made by Seller prior MONY, relating to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any a Pre-Closing Tax Period shall be filedor a Straddle Period, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) except to the extent permitted required by Lawapplicable Tax law. Upon a determination by Purchaser or any such Affiliate that such amendment or making or changing of any Tax elections or accounting methods is so required, Purchaser shall promptly notify Seller of such determination. (d) In the event of any disagreement between Purchaser and Seller regarding any Tax Return furnished to the other for approval under Section 6.4(a) or Section 6.4(b) that cannot be resolved by the fifteenth Business Day prior to the due date for such Tax Return, such disagreement shall be resolved by an accounting firm of international reputation mutually agreeable to Purchaser and Seller (the “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 Purchaser and Seller with respect to such Tax Return at least five Business Days prior to the due date therefor, such Tax Return shall be filed as prepared by the party having the responsibility hereunder for filing such Tax Return and amended to reflect the Tax Accountant’s resolution.

Tax Returns. Following (a) In accordance with past practice (except as otherwise required by applicable Law, the ClosingSection 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), Seller the Parent shall prepare or cause to be prepared and file or cause to be filed, at the expense of Seller, filed when due (taking into account all extensions properly obtained) all Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed after by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date. Such Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. (b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall be prepared prepare such Tax Returns in a manner consistent accordance with the past practices practice of the Group Companies, Company and the Transferred Subsidiaries (except as otherwise required by applicable Tax Law Law, the Section 338(h)(10) Election or changes in facts. Seller the final Section 338 Allocation Schedule) and shall permit Buyer to review and comment on deliver any such Tax Returns that relate to Income Taxes (together, with schedules, statements and, “Income Tax Returns”) to the extent requested by Buyer, supporting documentation) Parent for its review at least 30 thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing filing. The Acquiror shall deliver a final copy (including extensionsas filed) of such Tax Returns and shall revise such that are not Income Tax Returns to reflect the Parent for its review, accompanied by any reasonable comments made by Buyer prior to the reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing of such Tax Returns. If In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies no later than twenty (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of 20) days after Acquiror shall have delivered such Tax Return. Following If the Closingparties resolve all disagreements or have no disagreements, Buyer Parent shall prepare or cause pay to be prepared and file or cause the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns Return, in the case of an Income Tax Return, no later than five (together, with schedules, statements and, to the extent requested by Seller, supporting documentation5) at least 30 days prior to Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (including extensions25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Returns Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall revise timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawReturn.

Tax Returns. Following the Closing, Seller (i) Parent shall prepare or cause to be prepared and timely file or cause to be filed, at the expense of Seller, ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on or before the Group Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for all purposes of the relevant Income Tax Periods Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date that are Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed after with respect to any of the Companies and due on or before the Closing Date. Such , and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns with respect to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such Tax Returns shall be prepared filed in a manner consistent with the past practices of the Group Companiespractice and no position shall be taken, except as otherwise required by applicable Tax Law election made or changes method adopted that is inconsistent with positions taken, elections made or methods used in facts. Seller shall permit Buyer to review and comment on prior periods in filing such Tax Returns (togetherincluding any such position, with schedules, statements and, election or method which would have the effect of accelerating income to the extent requested by Buyer, supporting documentationperiods for which Parent is liable or deferring deductions to periods for which Buyer is liable) at least and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (togetheror, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by 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 (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with schedulesrespect to any Straddle Period, statements andthe portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed -------------- by the extent requested other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by SellerParent or Buyer, supporting documentation) at least 30 as the case may be, but in no event earlier than 10 business days prior to the due date for filing paying such Taxes. (ii) None of Buyer or any Affiliate of Buyer shall (or shall cause or permit any Company to) amend, refile or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Return relating in whole or in part to any Company with respect to any taxable year or period ending on or before the Closing Date (or with respect to any Straddle Period) without the prior written consent of Parent, which consent may be withheld in the sole discretion of Parent. (iii) Buyer shall promptly cause each Company to prepare and provide to Parent a package of Tax information materials, including extensions) schedules and work papers (the "Tax Package"), reasonably required by Parent to enable Parent to ----------- prepare and file all Tax Returns required to be prepared and filed by it pursuant to Section 8.2(b)(i). The Tax Package shall be completed in accordance ----------------- with past practice, including past practice as to providing such information and as to the method of computation of separate taxable income or other relevant measure of income of such Company. Buyer shall cause the Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused Package to be filed, only by Seller. Notwithstanding anything delivered to Parent within 45 days after the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawDate.

Tax Returns. Following From and after the ClosingClosing Date, Seller Purchaser shall prepare or cause to be prepared and file or cause the Company and Jupiter Europe to be filed, at the expense of Seller, file on a timely basis all Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed after the Closing Date. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review Company and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies Jupiter Europe for any Pre-Closing Tax Period that are first due after the Closing Date (collectively “Purchaser Prepared Returns”). Purchaser shall provide to the Sellers’ Representative copies of all such Purchaser Prepared Returns (and the associated workpapers) that are income Tax Returns, for review by the Sellers’ Representative at least forty-five (45) days prior to the earlier of their due date (including extensions where applicable) or their expected filing date, and shall make such changes to those Purchaser Prepared Returns before filing as are reasonably requested by the Sellers’ Representative; provided that notwithstanding the foregoing, Sellers’ Representative shall be filedentitled, or caused with reasonable approval by Purchaser, to be filed, only by Seller. Notwithstanding anything to select a “partnership representative” for purposes of any of the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Company’s income Tax Returns for a Pre-Closing Tax Periods Period as defined under Section 6223 of the Code and applicable Treasury regulations thereunder, shall have the option to preclude the Company from filing the election under Section 6226(a) of the Code (and otherwise treated as attributable corresponding provisions of applicable state or local Tax law) with respect to any such Pre-Closing Taxable Period of the Company so long each Seller agrees to indemnify the Company with respect to any Tax Periods) Liability resulting from the failure to file such election in accordance with Section 10.2(a)(iii). Unless required by applicable Law, Purchaser shall not cause or allow the Company to file any new or amended Purchaser Prepared Returns with respect to the Company without the prior written consent of the Sellers’ Representative (which shall not be unreasonably withheld, delayed, or conditioned). No failure or delay of Purchaser in delivering Purchaser Prepared Returns to Sellers’ Representative to review shall reduce or otherwise affect the obligations or liabilities of Sellers pursuant to this Agreement, except to the extent permitted the Sellers are actually prejudiced by Lawsuch failure or delay.

Tax Returns. Following the Closing, Seller Visant shall prepare or cause to be prepared and file or cause to be filed, at the expense of Seller, filed when due all Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed after by or with respect to ▇▇▇ ▇▇▇▇▇▇▇▇ or any of the Transferred Subsidiaries or the Business with respect to Pre-Closing Date. Such Tax Periods and shall pay any Taxes due in respect of such Tax Returns, and Buyer shall file or cause to be filed when due all other Tax Returns that are required to be filed by or with respect to ▇▇▇ ▇▇▇▇▇▇▇▇ or any of the Transferred Subsidiaries or the Business. All Tax Returns, to the extent they relate to Taxes of ▇▇▇ ▇▇▇▇▇▇▇▇ or any of the Transferred Subsidiaries or the Business, shall be prepared and filed in a manner consistent with past practices. Visant shall pay Buyer the past practices of Taxes for which Visant is liable pursuant to this Section 5.15 (without duplicating amounts settled pursuant to the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on such Purchase Price Adjustment Amount) but which are payable with Tax Returns (together, with schedules, statements and, to the extent requested be filed by Buyer, supporting documentationBuyer pursuant to this Section 5.15(c) at least 30 within 10 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If As promptly as practicable after Visant has completed the preparation of any material Tax Returns to be prepared by Visant pursuant to this Section 5.15(c), Visant shall deliver such completed, but unfiled Tax Return must Returns to the Buyer for its review. As promptly as practicable, but in no event less than 20 days prior to their due date, after Buyer has completed the preparation of material Tax Returns that are required to be signed filed by Buyer, or with respect to ▇▇▇ ▇▇▇▇▇▇▇▇ or any Affiliate thereof of the Transferred Subsidiaries or the Group Companies Business for Straddle Periods (or any representative of the foregoing“Straddle Returns”), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing shall deliver copies of such Tax Returncompleted Straddle Returns to Visant for their review. Following the Closing, Buyer Visant shall prepare or cause to be prepared and file or cause to be filed, at the expense have a period of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller 10 Business Days to review and comment on such Tax Straddle Returns (togetherprior to their filing, with schedules, statements and, such comments to be reasonably accepted by Buyer. Visant and Buyer mutually agree to consent to the extent requested by Sellerfiling as promptly as possible of such Straddle Returns. In the event the Parties are unable to resolve any issue regarding a Straddle Return within ten (10) days after Buyer has received such Straddle Return, supporting documentation) at least 30 days the disputed issue shall be immediately submitted to the Accounting Firm to resolve in the final binding matter prior to the due date for filing (including extensions) of such Tax Returns Straddle Return. The fees and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability expenses of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period Accounting Firm shall be filed, or caused to be filed, only shared equally by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (Visant and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawBuyer.

Tax Returns. Following the Closing, Seller (a) The Representative shall prepare and timely file, or shall cause to be prepared and file or cause to be timely filed, at the expense of SellerCompany Members’ expense, all Tax Returns for which income of the Group Companies for all Tax Periods ending on or prior Company flows through to the Company Members that relate solely to a Pre-Closing Date that Tax Period regardless of when they are required to be filed after (each a “Seller Tax Return”), and the Company shall pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Group CompaniesCompany with respect to such items, except as otherwise required by applicable Law. At least fifteen (15) days prior to filing any such Tax Law or changes in facts. Seller Return, the Representative shall permit Buyer submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and comment on such Tax Returns (togetherapproval, with scheduleswhich approval shall not be unreasonably withheld, statements and, to conditioned or delayed. If the extent requested by Buyer, supporting documentation) Representative does not receive comments from Parent at least 30 five (5) days prior to the due date for filing (including extensions) of any such Tax Returns and Return, Parent shall revise such Tax Returns be deemed to reflect any reasonable have no comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies . (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer b) Parent shall prepare and file, or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for required to be filed by the Group Companies for all Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods. Such ) other than Seller Tax Returns shall be prepared in a manner consistent with (such Tax Returns “Pre-Closing Tax Returns”), subject to the past practices approval of the Group CompaniesRepresenative, except as otherwise required by applicable Tax Law which such approval shall not be unreasonably witheld, conditioned or changes in factsdelayed. Buyer Parent shall permit Seller the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Returns (together, Return with schedules, statements and, respect to a taxable period ending on or before the extent requested by Seller, supporting documentation) Closing Date at least 30 fifteen (15) days prior to the due date for filing (including extensions) of filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall revise incorporate such comments in good faith into such Tax Returns to reflect any reasonable Returns. If Parent does not receive comments made by Seller from the Representative at least five (5) days prior to the filing of such Tax Returns, but only the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) days prior to the extent the failure to include such comments could reasonably be expected to increase the Liability due date of the Seller for payment of Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall Returns which Parent has the responsibility to cause to be filedfiled pursuant to Section 11.1(b), without duplication of, or caused prejudice to, the Indemnified Parties’ rights to be filedindemnification, only by Seller. Notwithstanding anything compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Periods (and otherwise treated as attributable Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Tax PeriodsTaxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the extent permitted by Lawdue date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Parties.

Tax Returns. Following the Closing(i) The Buyer shall prepare, Seller shall prepare or cause to be prepared and file or cause to be filed, at the expense of Sellerprepared, all Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed by the Company or any of its Subsidiaries after the Closing DateDate with respect to any Pre-Closing Tax Period. Such All such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as practice (unless otherwise required by applicable Tax Law Law) and without a change of any election or changes in facts. Seller any accounting method and shall permit be submitted by the Buyer to review and comment on such Tax Returns the Sellers’ Representative (together, together with schedules, statements and, to the extent requested by Buyerthe Sellers’ Representative, supporting documentation) at least 30 thirty (30) days prior to the due date (including extensions) of such Tax Return. If the Sellers’ Representative objects to any item on any such Tax Return, it shall, within ten (10) days after delivery of such Tax Return, notify the Buyer in writing that it so objects, specifying with reasonable particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, the Buyer and the Sellers’ Representative shall negotiate in good faith and use commercially reasonable efforts to resolve such items. If the Buyer and the Sellers’ Representative are unable to reach such agreement within ten (10) days after receipt by the Buyer of such notice, the disputed items shall be resolved by the Accounting Expert and any determination by the Accounting Expert shall be final. If the Accounting Expert is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by the Buyer and then amended to reflect the Accounting Expert’s resolution. The costs, fees and expenses of the Accounting Expert (and the cost of so amending any such Tax Returns) shall be borne equally by the Buyer, on the one hand, and the Sellers in proportion to their Pro Rata Portion, on the other hand. Except to the extent otherwise included in the calculation of Closing Date Working Capital or Indebtedness (in each case as finally determined pursuant to Section 2.03), the Sellers shall bear the responsibility (in proportion to their Pro Rata Allocation) for the Taxes shown as due on all such Tax Returns for all periods (or portions thereof allocated to the Sellers by the Sellers’ Representative) through the end of the Closing Date. The preparation and filing of any Tax Return of the Company or any of its Subsidiaries that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of the Buyer. (ii) Subject to Section 6.15(a), at least five (5) Business Days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by BuyerPre-Closing Tax Period, any Affiliate thereof or the Group Companies Sellers (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund Sellers’ Representative on behalf of the Group Companies for any Pre-Closing Tax Period Sellers using the money in the Sellers’ Representative Escrow Account) shall be filed, or caused promptly pay to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that Buyer all Transaction Deductions will be reported in Pre-Closing Tax Periods Indemnified Taxes (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted such taxes were not deducted from the Purchase Price as Indebtedness or the Accounting Adjustment Accrual) shown to be due on any Tax Return to be filed by Lawor with respect to the Company or any of its Subsidiaries for any periods ending on or prior to the Closing Date which are due after the Closing Date and for any Straddle Periods.

Tax Returns. Following (a) The Company shall, and shall cause its Subsidiaries to, prepare, consistent with past practice to the Closingextent permitted by law, Seller shall prepare or cause to be prepared and timely file or cause to be filed, at the expense of Seller, all Tax Returns for relating to the Group Companies for Company or any of its Subsidiaries that are required to be filed on or before the Closing Date. The Company and its Subsidiaries shall timely provide Discovery with a draft of each such Tax Return that is an Income Tax Return. Such Income Tax Returns shall be in form and substance reasonably satisfactory to Discovery, as determined by Discovery in its sole discretion, when timely filed. (b) Discovery shall prepare and file all Tax Periods ending on or prior Returns relating to the Closing Date that are Company or any of its Subsidiaries required to be filed after the Closing Date. Such Tax Returns Discovery shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on such Tax Returns (together, with schedules, statements and, timely provide to the extent requested by BuyerHSW Stockholders’ Representative a draft of any Income Tax Return including Pre-Closing Taxes, supporting documentationbut excluding any consolidated, combined or other unitary return that includes Discovery or any Subsidiary of Discovery (other than the Company or its Subsidiaries) at least 30 (each such non-excluded return, a “Pre-Closing Tax Return”) no later than twenty (20) days prior to the due date for filing (including allowable extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Pre-Closing Tax Return. Following Within ten (10) days following delivery of such draft Pre-Closing Tax Return, the ClosingHSW Stockholders’ Representative shall have the right to object in writing to any item on any such draft Pre-Closing Tax Return affecting Pre-Closing Taxes. Unless such written notice of objection to such Pre-Closing Tax Return is delivered within such ten (10) day period, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all such Pre-Closing Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns Return shall be prepared final and binding on the parties without further adjustments. If the HSW Stockholders’ Representative so objects and Discovery rejects any such objections, the parties shall resolve their dispute by presenting such dispute to an accounting firm of national reputation mutually agreeable to Discovery and the HSW Stockholders’ Representative (the “Tax Accountant”). The Tax Accountant will resolve the dispute in a fair and equitable manner consistent with (taking into account the past practices next sentence of this Section 6.2(b)) within ten (10) days after the Group Companiesparties to such dispute have presented their arguments to the Tax Accountant, except as otherwise required by applicable whose decision shall be final, conclusive and binding on the parties. To the extent any dispute relates to whether an election should or should not be made, the Tax Law or changes Accountant shall resolve such dispute in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements andthe manner that maximizes, to the extent requested by Sellerreasonably practicable and consistent with applicable law, supporting documentation) the availability of any net operating losses or capital losses of the Company and its Subsidiaries attributable to any period prior to the Closing Date for application under the provisions of Section 5.18(b)(vi). If the Tax Accountant does not resolve all differences between the parties with respect to such Pre-Closing Tax Return at least 30 five (5) days prior to the due date for filing (including extensions) of therefor, such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period Return shall be filed, or caused filed as prepared by Discovery and amended to reflect the Tax Accountant’s resolution and shall be filed, only final and binding on the parties without further adjustment. The fees and expenses of the Tax Accountant shall be borne equally by SellerDiscovery and the HSW Stockholders’ Representative. Notwithstanding anything The preparation and filing of any Tax Return with respect to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Company or its Subsidiaries other than a Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to Return shall be exclusively within the extent permitted by Lawcontrol of Discovery.

Tax Returns. Following the Closing, (i) Seller Parent shall prepare or cause to be prepared and file or cause to be filed, at the expense of Seller, all Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed after the Closing Date by or with respect to all Transferred Entities for taxable years or periods ending on or before the Closing Date. Such Tax Returns shall be prepared in a manner consistent with the Seller Parent’s past practices practice in respect of the Group Companies, except as otherwise required by applicable Tax Law or changes in factsTransferred Entities. Seller Parent shall permit Buyer to review and comment on remit any Tax Returns described in the preceding sentence together with all documentation upon which such Tax Returns (together, with schedules, statements and, are based to Buyer Ultimate Parent not later than 45 Business Days before the extent requested by Buyer, supporting documentation) at least 30 days prior to the applicable due date for filing (including extensions) of such Tax Returns for its review and comment, which Buyer Ultimate Parent shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to complete not later than 30 Business Days before the filing applicable due date of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing)provided however, Buyer agrees in each case that it willis not impractical to do so. If, or will cause such other upon expiration of Buyer Ultimate Parent’s period of review set forth in the preceding sentence, the parties to, cooperate fully and punctually in signing such Tax Return in order disagree as to permit the timely filing of any item reflected on such Tax Return, Seller Parent’s original proposal shall become final, provided that if Buyer Ultimate Parent reasonably believes that, (x) in the case of an item in a Tax Return being made for U.S. Tax purposes such item is not supported by “substantial authority” (as defined in Treasury Regulation Section 1.6662-4(d)(2)); or (y) in all other cases such item is not supported by sufficient authority for a filing to be made in the appropriate jurisdiction without risk of penalty under the relevant Tax Law, the item shall be submitted for resolution pursuant to the procedures set forth in Section 6.5(a)(ii). Following Buyer Ultimate Parent shall file or cause the ClosingTransferred Entities to or cause to be filed when due all such Tax Returns and pay or cause to be paid the Taxes shown to be due thereon to the appropriate Tax authorities. With respect to Tax Returns described in this Section 6.5(a)(i), and subject to the limitations set forth in this Section 6.5(a) Buyer Ultimate Parent shall cooperate with Seller Parent in filing such Tax Returns, including causing the Transferred Entities to sign and file such Tax Returns, provided that such cooperation shall not include the taking, or causing to be taken, any action inconsistent with, or in violation of, Law. (ii) Buyer Ultimate Parent shall prepare and file or cause to be prepared and filed when due all Tax Returns that are required to be filed by or with respect to all Transferred Entities for taxable years or periods beginning and ending after the Closing Date and shall cause the Transferred Entities to remit any Taxes due in respect of such Tax Returns. With respect to Tax Returns in respect of taxable years or periods beginning before the Closing Date and ending after the Closing Date, Buyer Ultimate Parent shall prepare and file or cause to be filed, at the expense of Buyer, all prepared and filed such Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the Seller Parent’s past practices practice in respect of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements andTransferred Entities, to the extent requested by Sellersuch past practice is not clearly inconsistent with Law, supporting documentation) at least 30 days prior and Buyer Ultimate Parent shall remit any Tax Returns described in the preceding sentence to Seller Parent not later than 45 Business Days before the applicable due date for filing (including extensions) of such Tax Returns for its review and shall revise such Tax Returns approval (not to reflect any reasonable comments made by Seller prior to be unreasonably withheld or delayed) not later than 30 Business Days before the filing applicable due date of such Tax Returns. If, but only upon expiration of Seller Parent’s period of review set forth in the preceding sentence, the parties disagree as to any item for which Seller Parent’s approval is required, the parties shall promptly submit the item to a mutually acceptable internationally recognized accounting or law firm for final resolution, such resolution to be completed (where possible) five days prior to the extent the failure to include applicable due date (including extensions) for filing such comments could reasonably be expected to increase the Liability Tax Return. The determination of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies such accounting or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period law firm shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to binding upon the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawparties.

Tax Returns. Following the Closing, Seller AT&T shall prepare (or cause to be prepared prepared) in the ordinary course of business and consistent with past practice (unless otherwise required by Law) to the extent they relate to the Company and timely file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to the Company for taxable years or periods ending on or before the Closing and shall pay when due any Taxes due in respect of such Tax Returns. The Company shall prepare (or cause to be prepared) and file or cause to be filed, at the expense of Seller, filed when due all Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed by or with respect to the Company for taxable years or periods ending after the Closing Date. Such and shall remit any Taxes due in respect of such Tax Returns, and, with respect to Tax Returns that are required to be filed by or with respect to the Company for Straddle Periods ("STRADDLE RETURNS"), such Straddle Returns shall be prepared in a manner the ordinary course of business and consistent with the past practices of the Group Companies, except as practice (unless otherwise required by applicable Tax Law or changes in factsa Law). Seller The Company shall permit Buyer AT&T to review and comment on each Straddle Return, and shall make such revisions to such Tax Returns as are reasonably requested by AT&T. AT&T shall permit the Company to review and comment on each Tax Return filed by MediaOne of Colorado (together, with schedules, statements and, or caused to be filed by Media One of Colorado) after the date hereof for taxable years or periods ending on or before the Closing pursuant to this Section 14.1(f) to the extent requested they relate to the Company. The Company or AT&T, as applicable, shall pay to the other as agent an amount equal to the Taxes for which the payor is liable pursuant to Section 14.1 but which are payable with Tax Returns to be filed by Buyer, supporting documentation) the payee at least 30 10 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If In the case of any such Tax Return must be signed by Buyer, any Affiliate thereof with respect to which the Company or AT&T (as the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller case may be) is permitted to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this AgreementSection 14.1(f), in the event the parties cannot agree on any Tax item covered in any such Tax Return, the parties shall negotiate in good faith to resolve such dispute. Any amended Tax Return In the event the parties cannot reach agreement regarding such dispute within ten (10) days of the Group Companies or claim for Tax refund date on behalf which one party notifies the other of the Group Companies for any Pre-Closing Tax Period its disagreement, such dispute shall be filed, or caused resolved by submitting the same to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree a national accounting firm that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawdoes not have a material relationship with either party.

Tax Returns. Following (a) A representative appointed by the ClosingSellers (the "SELLERS' REPRESENTATIVE") shall have the exclusive authority and obligation to prepare and timely file, Seller shall prepare or cause to be prepared and file or cause to be timely filed, at all Returns of the expense of Seller, all Tax Returns for the Group Companies for all Tax Periods Company that are due with respect to any taxable year or other taxable period ending on or prior to the Closing Date Date. Such authority shall include, but not be limited to, 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 shall be reported or disclosed in such Returns; provided, however, that are such returns shall be prepared by treating items on such Returns in a manner consistent with the past practices with respect to such items, unless otherwise required by law. The Company shall provide to the Sellers' Representative such access to the books and records of the Company as may be reasonably necessary for the Sellers' Representative to prepare the Returns. The Sellers' Representative shall provide to the Purchaser drafts of all Returns of the Company required to be prepared and filed by the Sellers' Representative under this Section 9.1(a) at least sixty (60) days prior to the due date (including extensions) for the filing of such Returns. At least forty-five (45) days prior to the due date (including extensions) for the filing of such Returns, the Purchaser shall notify the Sellers' Representative of the existence of any objection (specifying in reasonable detail the nature and basis of such objection) the Purchaser may have to any items set forth on such draft Returns. The Purchaser and the Sellers through the Sellers' Representative agree to consult and resolve in good faith any such objection; it being agreed that if the Sellers' Representative and the Purchaser can not reach an agreement at least 10 days prior to the due date for the filing of such Return, the matter shall be referred to KPMG Peat Marwick or another nationally recognized accounting firm mutually acceptable to the Sellers' Representative, on the one hand, and the Purchaser, on the other hand, for resolution. The Sellers, on the one hand, and the Purchaser on the other hand, shall equally share the costs incurred in retaining such accounting firm. (b) Except as provided in Section 9.1(a), the Purchaser shall have the exclusive authority and obligation to prepare and timely file, or cause to be prepared and timely filed, all Returns of the Company. Such authority shall include, but not be limited to, 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 shall be reported or disclosed on such Returns; provided, however, with respect to Returns to be filed by the Purchaser pursuant to this Section 9.1(b) for taxable periods beginning before the Closing Date and ending after the Closing Date. Such Tax , items set forth on such Returns shall be prepared treated in a manner consistent with the past practices of the Group CompaniesCompany with respect to such items, except as unless otherwise required by applicable Tax Law or changes law. The Purchaser shall provide to the Sellers' Representative copies of all such Returns with respect to any Overlap Period at least ten (10) days prior to the filing of such Returns. The Purchaser and the Sellers, through the Sellers' Representative, agree to consult and resolve in facts. Seller shall permit Buyer good faith any objection the Sellers' Representative may have to review and comment items set forth on such Tax Returns (together, with schedules, statements and, to draft Returns; it being agreed that if the extent requested by Buyer, supporting documentation) Sellers' Representative and the Purchaser can not reach an agreement at least 30 10 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by BuyerReturn, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns matter shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law referred to KPMG Peat Marwick or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, another nationally recognized accounting firm mutually acceptable to the extent requested by SellerSellers' Representative, supporting documentation) at least 30 days prior to on the due date one hand, and the Purchaser, on the other hand, for filing (including extensions) of resolution. The Sellers, on the one hand, and the Purchaser on the other hand, shall equally share the costs incurred in retaining such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawaccounting firm.

Tax Returns. Following the Closing, (a) The Seller shall prepare or cause to be prepared and file file, or cause to be filed, at the expense of Seller, when due (taking into account valid extensions) (i) all Tax Returns for the Group Companies for all Tax Periods ending on of or prior with respect to the Closing Date Companies that are required to be filed on or after the date hereof and on or before the Closing Date; and (ii) all income Tax Returns of or with respect to the Companies for any Pre-Closing Tax Period, regardless of when required to be filed. Seller shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as Companies unless otherwise required by applicable Tax Law or changes in factsRequirements of Law. The Seller shall permit Buyer submit to review the Purchaser any separate income Tax Return required to be filed with respect to Sub 1 and comment on such Tax Returns (togetherSub 3, and, with schedulesrespect to any income Tax Return for the affiliated or similar group of which the Seller is the common parent, statements anda pro forma separate Tax Return for the Sub 1 and Sub 3 and any supporting work papers, relating to any Pre-Closing Tax Period for the extent requested by BuyerPurchaser’s review, supporting documentation) at least 30 comment and approval not less than 45 days prior to the due date for the filing (including extensions) of such Tax Returns Return (taking into account valid extensions), which approval shall not be unreasonably withheld, conditioned or delayed, and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior the Seller. Any dispute with respect to the filing of such Tax Returns. If any such Tax Return must comments shall be signed resolved by Buyeran accounting firm selected in the manner set forth in Section 2.7(c). (b) The Purchaser shall file, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, when due (taking into account valid extensions) all Tax Returns for that are not required to be filed by the Group Companies for Seller pursuant to Section 10.2(a), including all Straddle PeriodsPeriod Returns. Such Any Tax Returns with respect to a Straddle Period shall be prepared in a manner consistent with the past practices of the Group Companies, except as Companies unless otherwise required by applicable Tax Law or changes in factsRequirements of Law. Buyer The Purchaser shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, submit to the extent requested by Seller any Tax Return required to be filed with respect to the Companies relating to any Straddle Period for the Seller’s review, supporting documentation) at least 30 comment and approval not less than 45 days prior to the due date for the filing (including extensions) of such Tax Returns Return (taking into account valid extensions), which approval shall not be unreasonably withheld, conditioned or delayed, and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior the Seller. Any dispute with respect to the filing of such Tax Returns, but only to the extent the failure to include any such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only resolved by Seller. Notwithstanding anything to an accounting firm selected in the contrary anywhere manner set forth in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawSection 2.7(c).

Tax Returns. Following the Closing, Seller (a) The Company shall prepare or cause to be prepared and timely file or cause to be filed, at the expense of Seller, timely filed when due (taking into account all extensions properly obtained) all Tax Returns for that are required to be filed by or with respect to the Group Companies for all Tax Periods ending Company and its Subsidiaries on or prior to the Closing Date that are required and the Company shall timely remit (or cause to be filed after the Closing Datetimely remitted) any Taxes due in respect of such Tax Returns. Such All such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companiesprior practice, except as unless otherwise required by applicable Tax Law or changes in factsLaw. Seller The Company shall permit Buyer to review and comment on provide Acquiror with copies of completed drafts of such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 twenty (20) days prior to the due date for filing thereof (including extensions) of any extension thereof), along with appropriate supporting information and schedules, for Acquiror’s review and approval, which approval shall not be unreasonably withheld or delayed. The Company and the Acquiror shall attempt in good faith to resolve any disagreements regarding such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returnsdue date for filing. If In the event that the Company and the Acquiror are unable to resolve any dispute with respect to such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 ten (10) days prior to the due date for filing filing, such dispute shall be resolved pursuant to Section 6.4, which resolution shall be binding on the parties. (b) Following the Closing, the Acquiror shall timely file or cause to be 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 Company and its Subsidiaries after the Closing Date and, subject to the rights to payment from the Stockholders under Section 6.2(c), pay or cause to be paid all Taxes shown due thereon. With respect to any Tax Return required to be filed with respect to the Company or its Subsidiaries for a taxable period beginning on or prior to the Closing Date, the Acquiror shall provide the Stockholder Representative with a copy of such completed Tax Return together with appropriate supporting information and schedules at least twenty (20) days prior to the due date (including extensionsany extension thereof) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to for the filing of such Tax ReturnsReturn for the Stockholder Representative’s review and approval, but only not to the extent the failure be unreasonably withheld or delayed. All Tax Returns required to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, filed or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere filed in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Law.accordance

Tax Returns. Following (i) The Tax Matters Member shall timely cause to be prepared all U.S. federal, state, local and foreign tax returns and reports (including amended returns) of the ClosingCompany for each year or period that such returns or reports are required to be filed and, Seller subject to the remainder of this subsection, shall cause such tax returns to be timely filed. No later than thirty (30) days prior to filing of all income and franchise tax returns of the Company, the Tax Matters Member shall have provided copies of all such tax returns to the other Members for review. With respect to any income or franchise tax return of the Company, the other Members shall be entitled to provide reasonable comments on such tax returns to the Tax Matters Member no later than 15 days after receiving copies of such tax returns, and the Tax Matters Member shall incorporate such comments, where reasonable, prior to filing such returns. The other Members agree to assist the Tax Matters Member in preparing all income and franchise tax returns of the Company so as to ensure that all such returns are filed on a timely basis and no filing penalties are incurred to the extent reasonably possible. (ii) Within 90 days after the end of each Fiscal Year, or as soon as reasonably practical thereafter, the Tax Matters Member shall prepare and send, or cause to be prepared and file sent, to each Person who was a Member at any time during such Fiscal Year copies of such information as may be required for U.S. federal, state, local and foreign income tax reporting purposes, including copies of Form 1065 and Schedule K-1 or any successor form or schedule, for such Person. At any time after such information has been provided, upon at least five (5) business days’ notice from a Member, the Tax Matters Member shall also provide each Member with a reasonable opportunity during ordinary business hours to review and make copies of all workpapers related to such information or to any return prepared under clause (ii) above. As soon as practicable following the end of each quarter (and in any event not later than thirty (30) days after the end of such quarter), the Tax Matters Member shall also cause to be filedprovided to each Member an estimate of each Member’s share of all items of income, at gain, loss, deduction and credit of the expense of Seller, all Tax Returns Company for the Group Companies quarter just completed and for all Tax Periods ending on or prior the Fiscal Year to the Closing Date date for federal income tax purposes (iii) Except as otherwise provided herein, each Member agrees that are required to be filed after the Closing Date. Such Tax Returns it shall be prepared in a manner consistent with the past practices of the Group Companiesnot, except as otherwise required by applicable Tax Law law or changes in facts. Seller shall permit Buyer to review and comment regulatory requirements, (i) treat, on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyerits individual income tax returns, any Affiliate thereof item of income, gain, loss, deduction or credit relating to its interest in the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared Company in a manner consistent inconsistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) treatment of such Tax Returns and shall revise item by the Company as reflected on the Form K-1 or other information statement furnished by the Company to such Tax Returns to reflect Member for use in preparing its income tax returns or (ii) file any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for relating to any Pre-Closing Tax Period shall be filedsuch item based on, or caused to be filedwhich would result in, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawsuch inconsistent treatment.

Tax Returns. Following the Closing, Seller shall prepare or cause to be prepared and file or cause to be filed(i) The Contributors Representative shall, at the expense Contributors’ sole cost and expense, prepare the IRS Form 1065 (and any comparable state and local Tax Returns) of Seller, all the Company for any Tax Returns for the Group Companies for all Tax Periods period ending on or prior to the Closing Date that are required (and any other Tax Return of the Company for any Tax period ending on or prior to be filed after the Closing DateDate with respect to which the items of Company income, gain, loss, deduction, and credit shown thereon are passed through to the Company’s owners (collectively, the “Partnership Returns”). Such Tax Returns Each Partnership Return shall be prepared in a manner consistent accordance with the past existing procedures and practices and accounting methods of the Group CompaniesCompany, except as otherwise required by applicable Tax Law or changes in factsLaw. Seller Each Partnership Return due after the Closing Date that needs to be filed by the Company shall permit be submitted to Buyer to for Buyer’s review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 thirty (30) days prior to the due date for filing of the Tax Return. The Contributors Representative shall incorporate all reasonable written comments of ▇▇▇▇▇ received by the Contributors Representative at least ten (including extensions10) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer days prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing due date of such Tax Return. Following No Partnership Return may be amended after the Closing, Closing without the prior written consent of Buyer. (ii) Buyer shall prepare and file or cause to be prepared and file or cause to be filed, at the expense of Buyer, filed all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies Company for any Pre-Closing Tax Period shall be filed, or caused Straddle Period which are due after the Closing Date and are not Partnership Returns (the “Buyer Prepared Returns”). To the extent that a Buyer Prepared Return relates solely to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in a Pre-Closing Tax Periods (Period, such Tax Return shall be prepared in accordance with existing procedures and practices and accounting methods of the Company, unless otherwise treated as attributable required by Law. Each Buyer Prepared Return that shows an Indemnified Tax shall be submitted to Pre-Closing the Contributors Representative for its review and comment within a reasonable time prior to the due date of the Tax Periods) Return. Buyer shall incorporate any reasonable comments made by the Contributors Representative in the final Tax Return prior to filing. No failure or delay of Buyer in providing Buyer Prepared Returns for the Contributors Representative to review shall reduce or otherwise affect the obligations or liabilities of the Contributors pursuant to this Agreement, except to the extent permitted the Contributors are actually and materially prejudiced by such failure or delay. The Contributors Representative shall deliver to Buyer, at least three (3) Business Days prior to the date on which such Taxes are required to be paid, any Indemnified Taxes shown as due on a Buyer Prepared Return. (iii) The Contributors, the Contributors Representative and Buyer agree to take all steps such that an election under Section 754 of the Code (and any similar election under state, local and, if applicable, foreign Law) with respect to the Company will be made or will be in effect for the Tax period of the Company that includes the Closing Date.

Tax Returns. Following (a) The Manager and the ClosingManager Subsidiary shall, Seller and SLGOP shall prepare or cause to be prepared the Manager and the Manager Subsidiary to, file or cause to be filed, at the expense of Seller, filed all Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed after by the Manager or the Manager Subsidiary prior to the Closing Date. Such ; provided, that such Tax Returns shall be prepared and filed in a manner consistent with the past practices of the Group Companies, except as unless otherwise required by applicable Law; and provided, further, that, except as provided in Section 6.5(b), in the case of any Tax Law or changes in facts. Seller shall permit Buyer Return required to review be filed after the date of this Agreement, the Manager and comment on such Tax Returns the Manager Subsidiary shall, not later than thirty (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation30) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoingincluding extensions), Buyer agrees that it willprovide Parent with the opportunity to review a draft copy of such Return (together with any supporting materials, or will cause including schedules and work papers) by sending such other parties todraft to Parent, cooperate fully and punctually in signing Parent shall, not later than fifteen (15) days prior to the date for filing such Tax Return in order (including extensions), inform the Manager or the Manager Subsidiary, as applicable, of any objections to permit the timely filing of such Tax Return, which objections shall be resolved in good faith. Following Except as provided in the Closingpreceding sentence or in Section 6.5(b), Buyer Parent shall prepare or cause have the exclusive obligation and authority to be prepared and file or cause to be filed, at the expense of Buyer, filed all Tax Returns for that are required to be filed by the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with Manager or the past practices of Manager Subsidiary, provided, that the Group CompaniesManager and the Manager Subsidiary shall, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns not later than thirty (together, with schedules, statements and, to the extent requested by Seller, supporting documentation30) at least 30 days prior to the due date for filing any such Tax Return (including extensions) ), provide SLG with the opportunity to review a draft copy of such Tax Returns Return (together with any supporting materials, including schedules and shall revise work papers) by sending such Tax Returns draft to reflect any reasonable comments made by Seller SLG, and SLG shall, not later than fifteen (15) days prior to the date for filing of such Tax ReturnsReturn (including extensions), but only inform the Manager or the Manager Subsidiary, as applicable, of any objections to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period Return, which objections shall be filed, or caused to be filed, only by Seller. resolved in good faith. (b) Notwithstanding anything to the contrary anywhere in this AgreementArticle VI, the Parties parties agree that all Transaction Deductions will be reported the consummation of the Transfers shall result in Pre-a termination of the Manager as a partnership for federal income tax purposes under Section 708(b)(1)(A) of the Code and that SLGOP shall have the exclusive obligation and authority for the preparation and filing of the federal, state and local income tax returns of the Manager for the taxable year of the Manager ending on the Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawDate.

Tax Returns. Following (a) Sellers shall, at the Closingsole cost and expense of the Sellers, Seller shall prepare (or cause to be prepared and file or cause to be filed, at the expense of Seller, prepared) all Tax Returns of the Company and the Subsidiaries, including IRS Form 1065, for the Group Companies for all Tax Periods ending each taxable year that ends on or prior to the Closing Date that are required to be filed after the Closing Date(each a “Seller Prepared Return”). Such Tax Returns Each Seller Prepared Return shall be prepared in a manner consistent accordance with the past practices and customs of the Group Companies, Company and the Subsidiaries except as otherwise required by applicable Law. Subject to the Seller Representative’s prior written consent, neither the Company nor any Subsidiary shall amend or file any Tax Law Return, or changes in factsmake any retroactive Tax election, relating to any tax period ending on or before the Closing Date. (b) Purchaser shall, at the sole cost and expense of Purchaser, prepare (or cause to be prepared) all Tax Returns of the Company and each Subsidiary for each Straddle Period (each, a “Shared Return”). Each Shared Return shall be prepared on a basis consistent with past practices and customs of each Company and Subsidiary and shall be delivered to the Seller shall permit Buyer to Representative, for the review and comment on such Tax Returns (togetherapproval of the Seller Representative, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 ten (10) days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed (including any applicable extensions). The Purchaser shall cause the Shared Return to incorporate any changes reasonably requested by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees Seller Representative that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner are consistent with the past practices and customs of the Group CompaniesCompany and each Subsidiary, except as otherwise required by applicable Tax Law or changes applicable. The Seller Representative and the Purchaser shall attempt in facts. Buyer shall permit Seller good faith to review and comment on such Tax resolve any disagreements regarding the Shared Returns (together, with schedules, statements and, subject to the extent requested dispute resolution procedures of Section 10.08. In no event shall the provision of comments by Sellerthe Seller Representative prevent the Purchaser from timely filing any Shared Return, supporting documentation) at least 30 days prior subject to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns amendment to reflect any reasonable comments made the resolution when rendered by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this AgreementArbitrating Accountants. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period Obligations owed by Sellers on a Shared Return shall be filed, or caused paid by Sellers to be filed, only Purchaser by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawdue date of such Shared Return.

Tax Returns. Following the Closing(a) Except as provided in Section 7.4 hereof, Seller shall prepare (at its own expense) prepare, or cause to be prepared, and file or cause to be filed, when due, (i) all Tax Returns for any Affiliated Group of which any Transferred FH Company or Closing Subsidiary is a member that also includes Seller or any of its Subsidiaries or Affiliates), (ii) all Tax Returns of the FH Asset Sellers, (iii) all income Tax Returns of the Transferred FH Companies and Closing Subsidiaries for any Pre-Closing Tax Period (other than a Straddle Period), and (iv) all other Tax Returns of the Transferred FH Companies and Closing Subsidiaries required to be filed (taking into account extensions) prior to the Closing Date. Buyer shall and shall cause the Transferred FH Companies and their Closing Subsidiaries to cooperate with, and take any action reasonably requested by, Seller with respect to the preparation and filing of such Tax Returns. The immediately preceding sentence shall, in no way, be construed as limiting or otherwise modifying the rights and obligations of the parties under Section 7.6 hereof. With respect to any such Tax Returns filed after the Closing Date, such Tax Returns shall be prepared in a manner consistent with the past practice of Seller and its Subsidiaries and their Affiliates unless otherwise required by Law, and Seller shall provide drafts of such Tax Returns (or in the case of Tax Returns of an Affiliated Group, pro forma versions of such Tax Returns reflecting only the items of the Transferred FH Companies and Closing Subsidiaries) to Buyer at least forty-five (45) days prior to the due date for filing such Tax Returns in the case of income Tax Returns, and in such period of time prior to filing as Seller shall reasonably determine to be practicable in the case of other Tax Returns. Buyer shall provide any comments to Seller with respect to such Tax Returns within fifteen (15) days of Buyer’s receipt thereof (or as soon as reasonably practicable if such Tax Return was provided for review less than thirty (30) days prior to filing), and Seller shall incorporate all reasonable comments provided by Buyer. (b) Except as provided in Section 7.4 hereof, Buyer shall (at its own expense) prepare, or cause to be prepared and file or cause to be filed, at the expense of Sellerwhen due, all Tax Returns for the Group Companies for all Tax Periods ending on or prior with respect to the Transferred FH Companies and their Closing Date that are Subsidiaries or the Acquired FH Assets required to be filed after the filed, other than those described in Section 7.2(a) hereof, and each such Tax Return with respect to any Pre-Closing Date. Such Tax Returns Period shall be prepared in a manner consistent with the past practices practice of the Group Companies, except as Transferred FH Companies and Closing Subsidiaries unless otherwise required by applicable Tax Law or changes Law. If Seller may be required to indemnify Buyer pursuant to Section 9.4(a), in facts. Seller shall permit Buyer to review and comment respect of Taxes shown on any such Tax Returns (togetherReturn, with schedules, statements and, Buyer shall provide drafts of such Tax Return to the extent requested by Buyer, supporting documentation) Seller at least 30 forty-five (45) days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order the case of income Tax Returns, and in such period of time prior to permit filing as Buyer shall reasonably determine to be practicable in the timely filing case of other Tax Returns. Seller shall provide any comments to Buyer with respect to such Tax Return. Following the ClosingReturns within fifteen (15) days of Seller’s receipt thereof (or as soon as reasonably practicable if such Tax Return was provided for review less than thirty (30) days prior to filing), and Buyer shall prepare incorporate all reasonable comments provided by Seller. (c) If for any reason the Buyer or cause Seller does not agree with any of the comments provided by the other party pursuant to be prepared Section 7.2(a) or Section 7.2(b), the Buyer or Seller, as applicable, shall notify the other party of its disagreement within fifteen (15) days of receiving such comments. Seller and file or cause Buyer shall negotiate in good faith to be filed, at the expense of Buyer, all resolve any disputes over such Tax Returns for the Group Companies for all Straddle Periodsfifteen (15) days. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on Any disputes over such Tax Returns (together, with schedules, statements and, that cannot be resolved through negotiations between Buyer and Seller shall be taken to the extent requested by SellerIndependent Accountants. Notwithstanding the foregoing, supporting documentation) at least 30 days prior neither Buyer nor Seller shall be obligated to the due date for filing (including extensions) of take any position on any such Tax Returns that the Independent Accountants do not determine to be at least more likely than not to be sustained by a court of law if challenged; provided, however, that the foregoing limitation shall not apply and Buyer or Seller shall revise be required to take any such Tax Returns position if the other party (at its expense) provides an opinion (or other written advice or evidence) to reflect any reasonable comments made by Seller prior Buyer or Seller, as the case may be, from a nationally recognized law or accounting firm, which opinion (or other written advice or evidence) is reasonably satisfactory to the filing party to which it is provided, concluding that such position is at least more likely than not to be sustained by a court of such Tax Returnslaw if challenged. The costs and expenses of the Independent Accountants shall be borne by Buyer and Seller, but only respectively, in the proportion that the aggregate dollar amount of the items that are unsuccessfully disputed by Buyer or Seller, as the case may be, (as finally determined by the Independent Accountants) bears to the extent the failure to include such comments could reasonably be expected to increase the Liability aggregate dollar amount of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything items submitted to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawIndependent Accountants.

Tax Returns. Following the Closing, Seller The Tax Matters Member shall prepare or cause to be prepared and timely file or cause to be filed(on behalf of the Company) all federal, at the expense of Seller, all Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are state and local tax returns required to be filed after by the Closing DateCompany. Such Tax Returns Each Member shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on such Tax Returns (together, with schedules, statements and, furnish to the extent requested by Buyer, supporting documentation) at least 30 days prior Tax Matters Member all pertinent information in its possession relating to the due date for filing (including extensions) of such Company’s operations that is necessary to enable the Company’s tax returns to be timely prepared and filed. The Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer Matters Member shall prepare or cause to be prepared the Company’s federal income tax return (including Schedules K-1) (the “Tax Return”) on a basis consistent with the tax assumptions contained in the Base Case Model, subject to Applicable Law (a “Consistent Return”). The Tax Matters Member shall use commercially reasonable efforts to (a) furnish to the Members, by no later than March 15th of each year, preliminary drafts of the Schedules K-1 proposed to be delivered to the Members and filed by the Company with its Tax Return, and (b) furnish to the Members, by no later than June 15th of each year, the Tax Return proposed to be filed by the Company, which proposed Tax Return shall in any event be furnished to the Members by the Tax Matters Member no less than forty-five (45) Days prior to the date (as extended) on which the Tax Matters Member intends to file the Tax Return. In the event that the Tax Matters Member anticipates furnishing to the Members a Tax Return that is not a Consistent Return, the Tax Matters Member shall notify the Members in writing no less than ten (10) Days prior to the date on which it intends to furnish such Tax Return that such Tax Return will not be a Consistent Return other than inconsistencies solely relating to variances in the productions of a Wind Farm; provided, with respect to an inconsistency in a Tax Return that is not a Consistent Return that is not objected to by a Minority of the Class A Members, the Managing Member shall not have to give notice of such inconsistency in advance of future Tax Returns. If a Tax Return is a Consistent Return, the consent of the Members shall be deemed to have been given, subject to any objection by a Member on account of a manifest mathematical error. If such Tax Return is not a Consistent Return, it will be deemed approved by the Members unless (x) if such Tax Return relates to the period prior to and including the year in which the Flip Point occurs, the Minority of Class A Members or the Class B Member, or (y) in all other cases, the Required Voting Percentage, notify the Tax Matters Member in writing of their disapproval within twenty (20) Days of their receipt of such Tax Return. If a Tax Return is timely disapproved by the Members, the Tax Matters Member shall submit such Tax Return, together with copies of all relevant workpapers used in preparation thereof, to a nationally recognized firm (other than the Certified Public Accountant) of independent public accountants reasonably satisfactory to the Majority of all Members, as independent expert, for determination of any disputed matter raised by the Members disapproving such Tax Return, and the completion of the final Tax Return. The determination of such independent expert, and the Tax Return as completed by such expert, shall be final and binding on the Members, and the Tax Matters Member shall cause such final Tax Return to be filed, at . The Company shall bear the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices costs of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review preparation and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returnsits returns, but only to including the extent the failure to include such comments could reasonably be expected to increase the Liability fees of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawindependent expert.

Tax Returns. Following the Closing, (a) Seller shall prepare or and cause to be prepared and file or cause filed all Returns of the Company required to be filed, at the expense of Seller, all Tax Returns for the Group Companies filed for all Tax Periods ending on or prior before the date hereof. Seller shall deliver to Purchaser for its review a draft of each such Return of the Closing Date that are required Company to be filed after the Closing Datedate hereof not fewer than 30 days before the deadline for filing such Return, including extensions (for the avoidance of doubt, Returns of Seller’s parent entity shall not be subject to the delivery and review requirements of the foregoing sentence). Such Tax Returns Purchaser shall notify Seller in writing if it objects to any portion of a draft Return within 15 days after the draft Return is delivered to Purchaser. If Seller does not receive a written objection (specifying in detail the nature of such objection) by the end of such 15-day period, Seller shall file the Return and such Return shall be prepared in a manner consistent with deemed final and binding as between the past practices parties. If Purchaser notifies Seller that it objects to any portion of the Group Companiesdraft Return (specifying in detail the nature of such objection) on or before the end of such 15-day period, except as otherwise required by applicable Tax Law or changes in facts. Purchaser and Seller shall permit Buyer attempt to review mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by Seller and comment on Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Seller and Purchaser. The Returns that are subject to any disagreement shall not be filed until such Tax disagreement is resolved; provided, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (together, with schedules, statements and, any changes to the extent requested by Buyer, supporting documentation) at least 30 days which Seller and Purchaser agree prior to the due date for of filing (including extensions) of reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Seller shall amend such Tax Returns and shall revise such Tax Returns promptly to reflect any reasonable comments made by Buyer prior such changes. Purchaser shall cause the Company to cooperate fully and promptly in connection with Seller’s preparation of and the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies all Returns under this Section 10.1(a). (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer b) Purchaser shall prepare (or cause to be prepared prepared) and timely file (or cause to be timely filed) all Returns of the Company for any Tax period that begins before the date hereof and ends after the date hereof (a “Straddle Period”). Purchaser shall deliver to Seller for its review a draft of each such Return of the Company (i) not fewer than 30 days before the deadline for filing such Return for income Taxes, at including extensions, and (ii) not fewer than 15 days before the expense of Buyer, all Tax Returns deadline for the Group Companies filing such Return for all Straddle Periodsother Taxes, including extensions. Such Tax Seller shall notify Purchaser in writing if it objects to any portion of a draft Return (i) within 15 days after the draft Return for income Taxes is delivered to Seller and (ii) within 10 days after the draft Return for all other Taxes is delivered to Seller. If Purchaser does not receive a written objection by the end of such 15-day or 10-day period, respectively, Purchaser shall file the Return. If Seller notifies Purchaser that it objects to any portion of the draft Return on or before the end of such 15-day or 10-day period, respectively, Purchaser and Seller shall attempt to mutually resolve any disagreements in good faith regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional (i) 10-day period for a Return for income Taxes and (ii) 5-day period for a Return for all other Taxes by Seller and Purchaser shall be resolved by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by Seller and Purchaser. The Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared in a manner consistent (with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or any changes in facts. Buyer shall permit to which Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days Purchaser agree prior to the due date for of filing (including extensions) of reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then Purchaser shall amend such Tax Returns and shall revise such Tax Returns promptly to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawchanges.

Tax Returns. Following the Closing, Seller (a) The Company shall prepare and timely file, or shall cause to be prepared and file or cause to be timely filed, at the expense of Seller, all Tax Returns for in respect of the Group Companies for all Tax Periods ending on or prior to the Closing Date Company and its Subsidiaries that are required to be filed after (taking into account any extension) on or before the Closing Date, and the Company shall pay, or cause to be paid, all Taxes of the Company or any of its Subsidiaries due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Group CompaniesCompany with respect to such items, except as otherwise required by applicable Tax Law or changes in factsLaw. Seller shall permit Buyer to review and comment on such Tax Returns At least fifteen (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation15) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must that is an income Tax Return, the Company shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be signed by Buyerunreasonably withheld, conditioned or delayed. In the case of any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order required to permit be filed less than fifteen (15) days after the timely filing Agreement Date, the Company shall submit a copy of such Tax Return. Return a reasonable number of days prior to such filing. (b) Following the ClosingClosing Date, Buyer Parent shall prepare and file, or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for required to be filed by the Group Companies for all Straddle Company or any of its Subsidiaries after the Closing Date with respect to Pre-Closing Tax Periods. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Group CompaniesCompany with respect to such items, except as otherwise required by applicable Tax Law or changes and shall include the attachment referred to in factsSections XII.A and XII.B of IRS Notice 2010-6 (as amended by IRS Notice 2010-80) with respect to the matter disclosed in Schedule 3.7(e)(i) of the Company Disclosure Letter. Buyer Parent shall permit Seller the Representative, at the Company Stockholders’ expense, to review and comment on each such Tax Return that may result in indemnification, compensation or reimbursement obligations under Section 10.2 at least fifteen (15) days prior to filing or prior to the due date for the payment of Taxes described in Section 11.1(c), which ever is earlier. The Representative shall be entitled to comment on such Tax Returns and Parent shall consider such comments in good faith. (together, with schedules, statements and, to the extent requested by Seller, supporting documentationc) at least 30 Not later than ten (10) days prior to the due date for filing (including extensions) of such the payment of Taxes on any Tax Returns and shall revise such Tax Returns which Parent has the responsibility to reflect any reasonable comments made by Seller prior cause to be filed pursuant to Section 11.1(b), pursuant to the filing Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, Parent shall be entitled to recover from the Escrow Fund an amount with a value equal to the amount of Pre-Closing Taxes, as reasonably determined by Parent, due in respect of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for excluding any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) Taxes to the extent permitted by Lawincluded in the calculation of the Base Cash Consideration, and Parent and the Representative will promptly deliver written instructions to the Escrow Agent instructing the Escrow Agent to deliver such amounts to Parent.

Tax Returns. Following (i) Without the prior written consent of Parent, the Transaction Shareholders shall not, and, prior to the Closing, Seller the Transaction Shareholders shall prepare not permit the TPB Companies, the TPB Companies’ Affiliates or any of the Representatives of any of the foregoing to, make, change or rescind any Tax election, amend any Tax Return, or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that could have the effect of increasing the Tax liability or reducing any Tax asset of Parent or the TPB Companies in respect of any Post-Closing Tax Period. (ii) Parent shall prepare, or cause to be prepared and file prepared, all Tax Returns required to be filed by the TPB Companies after the Closing Date with respect to a Pre-Closing Tax Period. Parent shall prepare, or cause to be filedprepared, at the expense of Seller, all such Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed after the Closing Date. Such Tax Returns shall be prepared in a manner consistent consistently with the past practices practice of the Group TPB Companies in filing the TPB Companies’ Tax Returns, except as otherwise required by applicable Tax Law or changes in factsLaw. Seller Parent shall permit Buyer to review and comment on provide the Shareholder Representative with a draft of each such Tax Returns Return (together, with schedules, statements and, to the extent requested by Buyer, supporting documentationincluding relevant work papers) at least 30 twenty (20) days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax ReturnsReturn (including extensions). If any If, prior to the Objection Deadline, the Shareholder Representative has not given Parent an Objection Notice with respect to such Tax Return must be signed by BuyerReturn, any Affiliate thereof or the Group Companies (or any representative of the foregoingthen, subject to Article X, including Section 10.02(a)(vii), Buyer agrees that it willParent shall timely file, or will cause such other parties toto be timely filed, cooperate fully and punctually in signing such Tax Return in order to permit with the timely filing of applicable Governmental Authority, such Tax Return. Following If, prior to the ClosingObjection Deadline, Buyer the Shareholder Representative has given Parent an Objection Notice with respect to such Tax Return, then Parent and the Shareholder Representative shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared resolve such dispute in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (togetherdispute procedures set forth in Section 2.04(c); provided, with scheduleshowever, statements andthat, if the Independent Accounting Firm is unable to resolve the extent requested by Seller, supporting documentation) at least 30 days prior to Disputed Matters before the due date for filing (including extensions) of such Tax Returns and Return, then, subject to Article X, including Section 10.02(a)(vii), Parent shall revise timely file, or cause to be timely filed, with the applicable Governmental Authority such Tax Returns Return as prepared by Parent and then amend such Tax Return to reflect any reasonable comments made by Seller prior to the Independent Accounting Firm’s resolution of the Disputed Matters. The preparation and filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended any Tax Return of the Group TPB Companies or claim for that does not relate to a Pre-Closing Tax refund Period shall be exclusively within the control of Parent. (iii) The Shareholder Representative, on behalf the one hand, and Parent, on the other hand, shall provide each other with such cooperation and information as either of them reasonably requests of the Group other in filing any Tax Return pursuant to this Section 7.24 or in connection with any audit or other Proceeding in respect of Taxes of the TPB Companies. Such cooperation and information includes providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by Tax authorities. The Shareholder Representative, on the one hand, and Parent, on the other hand, shall retain all Tax Returns, schedules, work papers and other documents in such Party’s respective possession relating to Tax matters of the TPB Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to until the contrary anywhere in this Agreement, expiration of the Parties agree that all Transaction Deductions will be reported in statute of limitations of the Pre-Closing Tax Periods (and otherwise treated as attributable to which such Tax Returns relate, without regard to extensions, except to the extent notified by the other Party in writing of such extensions for the respective Pre-Closing Tax PeriodsPeriod. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, and other documents in such Party’s respective possession relating to Tax matters of the TPB Companies for any Pre-Closing Tax Period, the Shareholder Representative, on the one hand, or Parent, on the other hand, as applicable, shall provide the other Party with reasonable written notice and offer the other Party the opportunity to take custody of such materials. (iv) The determination of the Taxes of the TPB Companies for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date is to be determined by assuming that the extent permitted Straddle Period consisted of two (2) taxable years or periods, one of which ended at the close of the Closing Date and the other of which began at the beginning of the day immediately following the Closing Date, and items of income, gain, deduction, loss or credit, and any apportionment factors of the TPB Companies for the Straddle Period, are to be allocated between such two (2) taxable years or periods on a “closing of the books basis” by Lawassuming that the books of the TPB Companies were closed at the close of the Closing Date. However, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (ii) periodic Taxes, such as real and personal property Taxes, are to be apportioned ratably between such periods on a daily basis.

Tax Returns. Following the Closing, Seller The Parent shall prepare and timely file, or cause to be prepared and file or cause to be timely filed, at all Returns of the expense Company and its subsidiaries. Such authority shall include, but not be limited to, the determination of Sellerthe manner in which any items of income, all Tax 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 Returns; provided, however, with respect to Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed after by the Parent pursuant to this Section 9.1 for taxable periods beginning before the Closing Date. Such Tax , items set forth on such Returns shall be prepared treated in a manner consistent with the past practices of the Group Companieswith respect to such items, except as unless otherwise required by applicable Tax Law or changes in factslaw. Seller The Parent shall permit Buyer to review and comment on such Tax Returns (together, with schedules, statements and, provide to the extent requested Sellers' Representative drafts of all Returns of the Company to be filed by Buyer, supporting documentation) the Parent pursuant to this Section 9.1 with respect to taxable years or other taxable periods beginning before the Closing Date and ending after the Closing Date at least 30 thirty (30) days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies At least fifteen (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation15) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent Sellers' Representative shall notify the failure to include such comments could reasonably be expected to increase the Liability Parent of the Seller for Taxes pursuant existence of any objection (specifying in reasonable detail the nature and basis of such objection) the Sellers' Representative may have to this Agreementany items set forth on such draft Returns. Any amended Tax The Parent and the Sellers' Representative agree to consult and to resolve in good faith any such objection within such 15 day period. The Parent shall not file any such Return with respect to taxable years or other taxable periods beginning before the Closing Date and ending after the Closing Date without the prior consent of the Group Companies Sellers' Representative, which consent shall not be unreasonably withheld or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawdelayed.

Tax Returns. Following the Closing, Seller (i) Sellers shall prepare (or cause to be prepared prepared) (A) any Combined Tax Return and file or cause to be filed, at the expense of Seller, (B) all Tax Returns (other than any Combined Tax Return) that are required to be filed by or with respect to the Acquired Entities for the Group Companies for all Tax Periods taxable periods ending on or prior to before the Closing Date (each Tax Return described in this clause (B), a “Pre-Closing Separate Tax Return”). For any Pre-Closing Separate Tax Return that are is required to be filed after the Closing Date, Sellers shall (x) prepare (or cause to be prepared) such Pre-Closing Separate Tax Return in a manner consistent with past practice of or with respect to any applicable Acquired Entity and (y) deliver to Buyer for its review and comment a copy of any such Pre-Closing Separate Tax Return at least thirty (30) days prior to the due date therefor (or, in the case of any Pre-Closing Separate Tax Return with respect to Taxes other than Income Taxes, at least ten (10) days prior to the due date therefor) (in each case taking into account any extensions). Such Buyer shall provide any comments on such Pre-Closing Separate Tax Return to Sellers within ten (10) days of receipt of any such Pre-Closing Separate Tax Return (or, in the case of any Pre-Closing Separate Tax Return with respect to Taxes other than Income Taxes, within five (5) days of receipt thereof), and Sellers shall consider in good faith any reasonable comments timely received from Buyer. Sellers shall revise such Pre-Closing Separate Tax Returns to reflect any comments received from Buyer which Sellers considered in good faith and with which Sellers agree and shall deliver, if applicable, a revised Pre-Closing Separate Tax Return to Buyer, and solely to the extent any Tax shown on such revised Pre-Closing Separate Tax Return is a Tax for which Sellers would otherwise have an indemnification obligation pursuant to Section 5.16(h)(i) (for the avoidance of doubt taking into account Section 8.5 to the extent applicable), together with the payment of such Taxes as shown on any such Pre-Closing Separate Tax Return. Buyer shall timely file or cause to be timely filed any Tax Returns required to be filed by Buyer and submit or cause to be submitted any payment due therewith. Except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state, local or non-U.S. Law), Buyer shall not amend or revoke any Combined Tax Return or any Pre-Closing Separate Tax Return (or any notification or election relating thereto) without the prior written consent of Sellers (such consent not to be unreasonably withheld, conditioned or delayed). At Sellers’ reasonable request, Buyer shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns; provided, however, that Sellers shall have the same obligation to prepare and Buyer shall have the same rights to review and comment on such amended Pre-Closing Separate Tax Returns as described in this paragraph for the original Pre-Closing Separate Tax Returns. Buyer shall use commercially reasonable efforts to provide (or cause to be provided) to Sellers any information reasonably requested by Sellers to facilitate the preparation and filing of any Tax Returns described in this Section 5.16(i)(i), and Buyer shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a reasonable timeline requested by Sellers, which information and timeline shall be consistent with the past practice of the Acquired Entities, as applicable. Subject to Section 8.5 to the extent applicable, Sellers shall bear all Buyer’s reasonable costs and expenses of filing such amended Pre-Closing Separate Tax Returns and providing and preparing information as requested by Sellers pursuant to this Section 5.16(i)(i). (ii) Buyer shall prepare (or cause to be prepared) and file (or cause to be filed) all Tax Returns that are required to be filed by or with respect to the Acquired Entities, the Business or the Acquired Assets for taxable periods ending after the Closing Date and all Tax Returns that relate to a Straddle Period. With respect to any such Tax Return reflecting any amounts for which Sellers are liable pursuant to Section 5.16(h)(i), Buyer shall (A) prepare (or cause to be prepared) such Tax Return in a manner consistent with past practice of or with respect to any applicable Acquired Entity and (B) deliver to Sellers for their review, comment and approval, at least thirty (30) days prior to the due date therefor (or, in the case of any Tax Return with respect to Taxes other than Income Taxes, at least ten (10) days prior to the due date therefor) (in each case, taking into account any applicable extensions), a statement setting forth the amount of Tax for which Sellers are responsible pursuant to Section 5.16(h)(i) and a copy of such Tax Return, together with any additional information that Sellers may reasonably request. Sellers shall have the right to review such Tax Return, statement and additional information, if any, prior to the filing of such Tax Return, and Buyer shall consider in good faith any reasonable comments submitted by Sellers within ten (10) days of receipt of any such Tax Return (or, in the case of any such Tax Return with respect to Taxes other than Income Taxes, within five (5) days of receipt thereof) (in each case taking into account any applicable extensions). Buyer shall revise such Tax Return to reflect any comments received from Sellers which Buyer considered in good faith and with which Buyer agrees and shall deliver, if applicable, a revised Tax Return to Sellers, and Buyer shall timely file or cause to be timely filed such Tax Return. If Buyer does not agree with any such comments, Buyer shall promptly notify Sellers of such disagreement, and Buyer and Sellers shall cooperate in good faith to resolve such disagreement. If Buyer and Sellers are unable to resolve such disagreement within fifteen (15) days of Buyer’s notification thereof (or, in the case of any such Tax Return with respect to Taxes other than Income Taxes, within such shorter period as is reasonable), Buyer and Sellers shall submit such disagreement to the Independent Accounting Firm and shall instruct the Independent Accounting Firm to resolve such dispute within thirty (30) days of such submission (or, in the case of any such Tax Return with respect to Taxes other than Income Taxes, within such shorter period as is reasonable). The Independent Accounting Firm’s resolution of such dispute shall be binding upon Buyer and Sellers, and Buyer and Sellers shall bear the fees and expenses of the Independent Accounting Firm in resolving such dispute equally. Except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state, local or non-U.S. Law), Buyer shall not amend or revoke any Tax Return reflecting any amounts for which Sellers are liable pursuant to Section 5.16(h)(i) (or any notification or election relating thereto) within the prior written consent of Sellers (such consent not to be unreasonably withheld, conditioned or delayed). At Seller’s reasonable request, Buyer shall file, or cause to be filed, amended Tax Return reflecting any amounts for which Seller is liable pursuant to Section 5.16(h)(i); provided, however, that any such Tax Return shall be prepared in a manner consistent with this Section 5.16(i)(ii). In the past practices case of any amended Tax Return filed pursuant to the Group Companiesprevious sentence, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer subject to review and comment on such Tax Returns (together, with schedules, statements and, Section 8.5 to the extent applicable, Sellers shall bear all Buyer’s reasonable costs and expenses of filing any such amended Tax Return and providing and preparing information as requested by Buyer, supporting documentationSellers pursuant to this Section 5.16(i)(ii). (iii) at least 30 days prior Notwithstanding anything herein to the due date for filing (including extensions) of such Tax Returns contrary, Sellers and their respective Affiliates shall revise such Tax Returns not be required to reflect any reasonable comments made by provide Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing)its Affiliates (including, Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following after the Closing, Buyer shall prepare the Acquired Entities) with any Tax Return or cause to be prepared and file or cause to be filed, at the expense a copy of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies (A) any Seller or claim for any of such Seller’s Subsidiaries other than an Acquired Entity or (B) any consolidated, affiliated, fiscal, loss sharing, combined or similar group of which any Seller or any of its Affiliates (other than an Acquired Entity) is a member (including any Combined Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawReturn).

Tax Returns. Following the Closing, (a) Seller shall timely prepare or cause to be prepared and file or cause to be filed, at timely prepared and filed with the expense of Seller, appropriate Tax Authorities all U.S. federal and state income Tax Returns required to be filed by or with respect to the Company or any Company Subsidiary, as applicable, for the Group Companies for all Tax Periods any taxable period ending on or prior to the Closing Date Date, and shall pay all such Taxes that are required Consolidated Taxes or Taxes that are the responsibility of Seller pursuant to be filed after Section 5.1(a), and the Closing DateCompany or applicable Company Subsidiary shall pay the remainder of such Taxes. Such All such Tax Returns shall be prepared in a manner consistent with the most recent past practices of the Group Companiespractice, except as otherwise required by applicable Tax Law or changes in factsLaw. Seller The Company shall permit Buyer to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at timely prepared and filed with the expense of Buyer, appropriate Tax Authorities all other Tax Returns required to be filed with respect to the Company or any Company Subsidiary, as applicable, and to the extent such Tax Returns are for the Group Companies for all Straddle Pre-Closing Tax Periods. Such , such Tax Returns shall be prepared in on a manner basis consistent with the past practices of the Group Companies, practice and prior Tax reporting positions (except as otherwise required by applicable Tax Law or changes in facts. Buyer Law), and from and after the Closing Date the Company shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by provide Seller, supporting documentation) at least 30 calendar days prior to the applicable deadline for filing any such Tax Return with respect to a Pre-Closing Tax Period, a copy of the Tax Return for Seller’s review and comment. Seller shall have 10 Business Days to provide the Company with a statement of any disputed items with respect to such Tax Return. If the disputed items are not resolved by Seller and the Company within 5 calendar days following Seller’s submission of its statement of disputed items, the matter shall be submitted to one or more tax experts at the Accounting Firm who shall be directed to, within 10 calendar days after such submission, render a decision with respect to all matters in dispute, and such decision shall be final, binding and conclusive on the parties hereto. The fees and disbursements of the Accounting Firm shall be shared equally by Seller and the Company. Seller shall pay to the applicable Company Subsidiary, no later than two Business Days prior to the due date for filing (including extensions) therefor, all Taxes of such Company Subsidiary shown as due on any Tax Returns and shall revise such Tax Returns to reflect Return not described in the first sentence of this Section 5.3(a) or payable with any reasonable comments made by Seller prior to the filing of such Tax Returns, but only applicable extension to the extent such Taxes are attributable to the failure to include such comments could reasonably be expected to increase Pre-Closing Tax Period and not accrued as a current tax payable in the Liability of the Seller for Taxes Closing Working Capital as finally determined. (b) Except as required by applicable Law or if undertaken pursuant to this Agreement. Any Section 5.2(b) or pursuant to Section 5.3(a), Seller and the Non-Company Affiliates shall not file any amended return or other Tax Return of the Group Companies Return, make any Tax election or claim for effect any change in Tax refund on behalf of the Group Companies for accounting method with respect to any Pre-Closing Tax Period of the Company or any Company Subsidiary to the extent such action could reasonably be expected to have a cost to the Company or any Company Subsidiary for a Post-Closing Tax Period in excess of $50,000, without the prior written consent of the Company, which may be given or withheld in the Company’s sole discretion, provided that the Company shall be filedconsent if Seller agrees to reimburse such cost (including the first $50,000 thereof). Except as required by applicable Law, or caused if undertaken pursuant to be filed, only by Seller. Notwithstanding anything Section 5.2(b) or pursuant to the contrary anywhere in this AgreementSection 5.3(a), the Parties agree that all Transaction Deductions will be reported in Company shall not file or cause or permit any Company Subsidiary to file any amended return or other Tax Return, or take any action relating to a Tax Return (including the provision of an extension of the period of limitations for assessment of any Tax), after the Closing Date with respect to any Pre-Closing Tax Periods Period, or make any Tax election or effect any change in Tax accounting method after the Closing Date where such election or change affects a Pre-Closing Tax Period to the extent such action could reasonably be expected to have a cost to Seller (through an indemnification obligation or otherwise) in excess of $50,000, without the prior written consent of Seller, which may be given or withheld in Seller’s sole discretion, provided that Seller shall consent if the Company agrees to reimburse such cost (including the first $50,000 thereof). (c) Seller and otherwise treated the Company shall reasonably cooperate, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives reasonably to cooperate, in preparing and filing all Tax Returns relating to the Company or any Company Subsidiary, including by provision of any required power-of-attorney (or other form of authorization), and in maintaining and making available to each other all records necessary in connection with Taxes and in resolving all disputes and audits, and in connection with any other legitimate matters (including, for the avoidance of doubt, (i) reasonable requests for information by Seller or by the Investor, its Affiliates or their employees or representatives, relating to the tax planning of the Company and the Company Subsidiaries and (ii) requests by the Company for Seller to furnish the information set forth in Treasury Regulations Section 1.959-1(d) with respect to any Company Subsidiary that is a controlled foreign corporation (as defined under Section 957 of the Code) as of the Balance Sheet Date) with respect to all taxable periods relating to Taxes. (d) Any overpayments, refunds or credits of, Taxes attributable to Pre-Closing Tax PeriodsPeriods of the Company and Company Subsidiaries (including in respect of the Straddle Period) for which Seller is responsible pursuant to Section 5.1(a) to the extent permitted not included in Closing Working Capital as finally determined, plus any interest actually received with respect thereto from an applicable Tax Authority (and including refunds or credits in respect of such Taxes arising by Lawreason of amended Tax Returns filed after the Closing Date), shall be for the account of Seller unless such refunds or credits result from a carryback of losses or other Tax attributes from a Post-Closing Tax Period. The Company shall pay or cause to be paid such amount to Seller less reasonable out-of-pocket expenses incurred in connection with obtaining such refunds less any Taxes incurred by the Company or any Company Subsidiary as a result of such refunds or credits (including interest thereon). The Company shall, if reasonably requested by Seller and solely at Seller’s cost, use its commercially reasonable efforts to file for, or cause to be filed for, and to obtain the receipt of, any refund to which Seller is entitled under this Section 5.3(d).

Tax Returns. Following (i) The Company, at the Closingdirection of the Company Shareholders’ Representative, Seller shall prepare or cause to be prepared and file or cause to be filed, at the expense of Seller, filed all income Tax Returns of the Company and its Subsidiaries for the Group Companies for all Tax Periods any taxable period ending on or prior to the Closing Date that are required to be filed after before the Closing Date. Such All such income Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companiespractice, except as otherwise required by applicable Law. No later than thirty (30) days prior to the due date (including extensions) for filing such income Tax Law or changes in facts. Seller Returns, the Company Shareholders’ Representative shall permit Buyer to review and comment on deliver such income Tax Returns (togetherto Parent for its review, with schedules, statements and, to and the extent requested by Buyer, supporting documentation) Company Shareholders’ Representative shall consider in good faith any comments received from Parent at least 30 ten (10) days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such income Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies . (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer ii) Parent shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all non-income Tax Returns of the Company and its Subsidiaries for the Group Companies for all Straddle Periodsany Pre-Closing Tax Period. Such All such non-income Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companiespractice, except as otherwise required by applicable Law. No later than thirty (30) days prior to the due date (including extensions) for filing such non-income Tax Law or changes in facts. Buyer Returns, Parent shall permit Seller to review and comment on deliver copies of completed drafts of such Tax Returns (together, with schedules, statements and, to the extent requested by SellerCompany Shareholders’ Representative, along with supporting documentation) workpapers, for her review, and Parent shall reflect in such non-income Tax Returns any reasonable comments not inconsistent with past practice received from the Company Shareholders’ Representative at least 30 ten (10) days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only . (iii) Parent and Intermediate Corp shall not amend (or cause to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended amended) any Tax Return of the Group Companies Company or claim for Tax refund on behalf of the Group Companies for its Subsidiaries relating to any Pre-Closing Tax Period shall be filed, or caused make (or cause to be filedmade) any Tax election that has retroactive effect to any such period, only by Seller. Notwithstanding anything in each case without the prior written consent of the Company Shareholders’ Representative (not to the contrary anywhere in this Agreementbe unreasonably withheld, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawconditioned or delayed).

Tax Returns. Following (i) Subject to this Section 7.5(a)(i), the ClosingCompany will prepare, Seller shall prepare or cause to be prepared prepared, and file timely file, or cause to be timely filed, at the expense of Seller, all Flow-Through Tax Returns for that relate in whole or in part to a Pre-Closing Tax Period (including the Group Companies for all Tax Periods ending on or prior to pre-Closing portion of any Straddle Period) and that are due after the Closing Date that are required to be filed after (the “Pre-Closing DateFlow-Through Tax Returns”). Such Each Pre-Closing Flow-Through Tax Returns shall Return will be prepared in a manner consistent accordance with the past practices of the Group Companiesapplicable Law and Section 7.5(i) and 7.5(j), except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyernot inconsistent with applicable Law and Section 7.5(i) and 7.5(j), supporting documentation) in accordance with the past procedures and practices of the Company. For the avoidance of doubt, in connection with the preparation of a Pre-Closing Flow-Through Tax Return for a Straddle Period, the income and other items from such Tax Return shall be allocated as between the portion of the Straddle Period ending on the Closing Date and the portion beginning after the Closing Date based on the closing of the books method provided in Section 706 of the Code and the Treasury regulations thereunder (or any corresponding provision of state or local Law). The Company will provide each Pre-Closing Flow-Through Tax Return to the Holder Representative and the Acquiror for review and comment at least 30 thirty (30) days prior to the due date for filing (including extensions) of such Tax Returns (or, if such due date is within sixty (60) days following the Closing Date, as promptly as practicable following the Closing Date). The Company shall make any changes directed by the Holder Representative that are more likely than not to be upheld under applicable Law prior to filing such Tax Returns, and shall revise will not cause any such Tax Returns (as revised to reflect any reasonable the comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing)Holder Representative, Buyer agrees that it willif any) to be filed without the consent of Acquiror, which consent will not be unreasonably withheld, conditioned or delayed. The out-of-pocket fees payable to ▇▇▇▇▇▇▇▇, LLP in connection with the preparation of the Pre-Closing Flow-Through Tax Returns shall be borne by the Escrow Participants and paid first from the Holder Representative Expense Fund. (ii) Acquiror will cause such other parties toprepare, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared prepared, and file timely file, or cause to be timely filed, at the expense of Buyer, all Tax Returns for of the Group Companies for all Straddle PeriodsCompany, its Subsidiaries and Blocker Company (other than Pre-Closing Flow-Through Tax Returns) that relate to any Pre-Closing Tax Period and that are first due after the Closing Date (the “Acquiror Prepared Returns”). Such Tax Returns shall Each Acquiror Prepared Return will be prepared in a manner consistent accordance with the past practices of the Group Companiesapplicable Law and Section 7.5(i) and 7.5(j), except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Sellernot inconsistent with applicable Law and Section 7.5(i) and 7.5(j), supporting documentation) in accordance with past procedures and practices of the Company, its Subsidiaries or Blocker Company, as applicable. Acquiror will provide each Acquiror Prepared Return that relates to income Taxes or that reflects any material amounts of Indemnified Taxes or Indemnified Blocker Taxes to the Holder Representative for review and comment at least 30 thirty (30) days prior to the due date for filing (including extensions) of such Tax Returns (or, if such due date is within sixty (60) days following the Closing Date, as promptly as practicable following the Closing Date), and shall revise will not file any such Tax Returns without the consent of the Holder Representative, which consent will not be unreasonably withheld, conditioned or delayed. The Acquiror Prepared Returns shall be prepared at the expense of the Acquiror, provided that the out-of-pocket fees payable to reflect ▇▇▇▇▇▇▇▇, LLP in connection with the preparation of any reasonable comments made by Seller Acquiror Prepared Return that is an income Tax Return and relates solely to a taxable period that ends on or prior to the filing Closing Date shall be borne by the Escrow Participants and paid first from the Holder Representative Expense Fund. (iii) Acquiror will not, and will not cause or permit any of its Affiliates (including the Company, its Subsidiaries and Blocker Company) to, (i) except for Pre-Closing Flow-Through Tax Returns or Acquiror Prepared Returns prepared and filed in accordance with Section 7.5(a)(i) or 7.5(a)(ii), file or amend any Tax Returns of the Company, its Subsidiaries or Blocker Company for a Pre-Closing Tax Period, (ii) with respect to Pre-Closing Flow-Through Tax Returns or Acquiror Prepared Returns prepared and filed in accordance with Section7.5(a)(i) or 7.5(a)(ii), after the date such Tax ReturnsReturns are filed pursuant to Section 7.5(a)(i) or 7.5(a)(ii), but only amend any such Pre-Closing Flow-Through Tax Return or Acquiror Prepared Return, or (iii) make or change any Tax election or change any method of accounting that has retroactive effect to any Tax Return of the extent the failure to include Company, its Subsidiaries or Blocker Company for a Pre-Closing Tax Period, in each such comments case except (A) if such filing or amendment could not reasonably be expected to form the basis for a claim for indemnification pursuant to Section 9.2, or otherwise increase the Liability of the Seller Escrow Participants’ liability for Taxes pursuant to this Agreement. Any amended Tax Return of or reduce the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused Refunds that are required to be filed, only by Seller. Notwithstanding anything paid to the contrary anywhere in this AgreementEscrow Participants pursuant to Section 7.5(h) or (B) with the Holder Representative’s prior written consent (not to be unreasonably withheld, the Parties agree conditioned or delayed, it being understood that all Transaction Deductions will such consent would be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) unreasonably withheld to the extent permitted that any action described under clauses (i) through (iii) above was required by Law). Acquiror will not, and will not permit the Company to, cause the Company, its Subsidiaries or the Blocker Company to incur any Taxes on the Closing Date after the Closing outside the Ordinary Course of Business (other than as explicitly contemplated by this Agreement).

Tax Returns. Following the Closing, Seller (a) The Company shall prepare and timely file, or cause to be prepared and file timely filed, all Tax 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). Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Applicable Law). (b) Parent shall prepare and timely file, or cause to be prepared and timely filed, at the expense of Seller, all Tax Returns required to be filed by the Company after the Closing Date with respect to a Pre-Closing Tax Period and for any Straddle Period. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Applicable Law). If any such Tax Returns reflect a Tax with respect to a Pre-Closing Tax Period for which ABS may be liable, Parent shall submit a copy of such Tax Return to ABS a reasonable time prior to filing (which, in the Group Companies case of any income Tax Return shall be at least thirty-five (35) days prior to filing) for ABS’s review and comment, and Parent shall incorporate any reasonable comments that ABS submits to Parent no less than five (5) Business Days prior to the due date of such Tax Return. ABS shall pay, or cause to be paid, to Parent all Taxes due with respect to such Tax Periods Returns that are Pre-Closing Taxes at least five (5) days before timely payment of Taxes (including estimated Taxes) is due to the applicable taxing authority. (c) Parent shall not, and shall not cause or permit the Company to, (i) make any Tax election that has any retroactive effect on Taxes in the portion of any Pre-Closing Tax Period ending on or prior to the Closing Date that are required to be filed after the Closing Date. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentationii) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare amend or cause to be prepared and file or cause to be filed, at the expense of Buyer, all amended any Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices Return of the Group CompaniesCompany for any Pre-Closing Tax Period, except as otherwise required by applicable Tax Law in each case without the prior written consent of ABS (which consent shall not be unreasonably withheld, conditioned or changes in facts. Buyer shall permit Seller to review and comment on delayed), unless such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for election or amendment filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could would not reasonably be expected to increase the Liability of the Seller ABS’s liability for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Law.

Tax Returns. Following the Closing, Seller (a) The Stockholders shall prepare and timely file or cause to be prepared and file or cause to be filed, at the expense of Seller, timely filed all Tax Returns for of the Group Companies Company required for all Pre-Closing Tax Periods ending on or prior to (the “Pre-Closing Date that are required to be filed after the Returns”), including any applications for Tax credits arising from any Pre-Closing DateTax Period. Such Tax The Pre-Closing Returns shall be prepared prepared, where relevant, in a manner consistent with the Company’s past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in factslaw. Seller The Stockholders shall permit provide a copy of the Pre-Closing Returns to Buyer to for review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 thirty (30) calendar days prior to the application filing deadline for such returns and shall make all changes reasonably requested by Buyer. The Company shall timely pay or cause to be timely paid and shall be responsible for all Taxes due date for filing with respect to the Pre-Closing Returns. (including extensionsb) Buyer shall cause all other Tax Returns of the Company to be prepared and filed. With respect to any such Tax Returns Return for a Straddle Period (the “Straddle Period Returns”), Buyer shall deliver such return (and a calculation of the portion of the Taxes shown on such return that are apportioned, as determined in Section ‎9.2, to the Interim Period) to the Stockholders for review and comment at least thirty (30) calendar days prior to the applicable filing deadline for such return. Buyer shall revise such Tax Returns to reflect take into account in good faith any reasonable comments made by the Stockholders on such return. (c) Notwithstanding the foregoing, in the event Buyer prior does not deliver the full Deferred Payment to the Stockholders by the Second Deferred Payment Date and the stock reverts back to the Stockholders, then the obligations of the Buyer under this Section 9.1 with respect to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with assumed by the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund Stockholders on behalf of the Group Companies for Company, provided that Buyer agrees to cooperate and assist with any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere information as set forth in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawSection 9.4 below.

Tax Returns. Following the Closing, Seller shall prepare or cause to be prepared and file or cause to be filed, at the expense of Seller, filed when due all Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed after by or with respect to the Subject Company for taxable years or periods ending on or before the Closing Date. Such Date and shall timely pay any Taxes due in respect of such Tax Returns shall be prepared in a manner consistent with the past practices Returns; provided, however, that unless, at Purchaser's option, Seller and Purchaser make an election under Section 338(h)(10) of the Group CompaniesCode, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentationi) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, (taking into account any Affiliate thereof or the Group Companies (or any representative of the foregoingapplicable extensions), Buyer agrees that it will, or will cause Seller shall furnish Purchaser with a completed copy of any such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Purchaser's review and comment and (ii) no such Tax Returns shall be filed with any taxing authority without Purchaser's prior written consent, such consent not to be unreasonably withheld. Any such Tax Return described in the preceding sentence shall be prepared in on a manner basis consistent with the past practices of the Group CompaniesSubject Company and in a manner that does not distort taxable income (e.g., except as otherwise by deferring income or accelerating deductions). Purchaser shall file or cause to be filed when due all Tax Returns that are required to be filed by applicable Tax Law or changes with respect to the Subject Company for taxable years or periods including but not ending on the Closing Date; provided, however, that to the extent Seller is liable in facts. Buyer shall permit Seller to review and comment all or part for the Taxes shown on such Tax Returns Returns, (together, with schedules, statements and, to the extent requested by Seller, supporting documentationi) at least 30 days prior to the due date for filing any such Tax Return (including taking into account any applicable extensions), Purchaser shall furnish Seller with a completed copy of any such Tax Returns for Seller's review and comment and (ii) no such Tax Returns shall be filed with any taxing authority without Seller's prior written consent, such consent not to be unreasonably withheld. Any such Tax Return described in the preceding sentence shall be prepared on a basis consistent with the past practices of the Subject Company and in a manner that does not distort taxable income (e.g., by deferring income or accelerating deductions). Purchaser shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to the Subject Company for taxable years or periods ending after the Closing Date and shall remit any Taxes due in respect of such Tax Returns and Returns. Seller shall revise such pay to Purchaser the Taxes for which Seller is liable pursuant to Section 5.4(a) but which are payable with respect to Tax Returns to reflect any reasonable comments made be filed by Seller Purchaser pursuant to the previous sentence within ten days prior to the due date for the filing of such Tax Returns. All Tax Returns including the Closing Date shall be filed on the basis that the relevant taxable period ended on and included the Closing Date, but only to unless the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended relevant taxing authority will not accept a Tax Return of the Group Companies or claim for Tax refund filed on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawsuch a basis.

Tax Returns. Following (i) From the date hereof until Closing, Seller the Company shall prepare (or cause to be prepared prepared) and timely file (or cause to be timely filed, at the expense of Seller, ) all Tax Returns for with respect to the Group Companies for all Tax Periods ending on Company or any of its Subsidiaries that are due to be filed prior to the Closing Date that are required to be filed after the Closing Date. Such Unless otherwise required by applicable Law, all such Tax Returns shall be prepared in a manner consistent with the past practices practice of the Group Companies, except as otherwise required by applicable Company and its Subsidiaries and in compliance with the Tax Law or changes in factsMatters Agreement. Seller The Company shall permit Buyer to review and comment on provide Parent with copies of such Tax Returns (togetherReturns, along with schedulessupporting work papers, statements and, to the extent requested by Buyer, supporting documentation) as soon as practical after their preparation but at least 30 fifteen (15) days prior to the due date for filing thereof for Parent’s review and comment, which comments the Stockholder shall consider in good faith. (including extensionsii) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer Parent shall prepare (or cause to be prepared prepared) and timely file (or cause to be timely filed, at the expense of Buyer, ) all Tax Returns for with respect to the Group Companies for all Straddle PeriodsCompany or any of its Subsidiaries that are due to be filed after the Closing Date. Such All such Tax Returns that relate to a period beginning on or prior to the Closing Date shall be prepared in a manner consistent with the past practices practice of the Group Companies, except as Company and its Subsidiaries unless otherwise required by applicable Tax Law or changes in factsLaw. Buyer Parent shall permit Seller to review and comment on provide Stockholder with copies of such Tax Returns (togetherReturns, along with schedulessupporting work papers, statements and, to the extent requested by Seller, supporting documentation) as soon as practical after their preparation but at least 30 thirty (30) days prior to the due date for filing thereof, for Stockholder’s review and approval (including extensions) of such approval not to be unreasonably withheld, conditioned, or delayed). The parties shall attempt in good faith to resolve any disagreement regarding such Tax Returns and shall revise such Tax Returns prior to reflect filing. In the event the parties are unable to resolve any reasonable comments made by Seller dispute within ten (10) days prior to the due date for filing a Tax Return, such dispute shall be resolved by the Arbiter mutually acceptable to Stockholder and Parent, and the determination of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period Arbiter shall be filedbinding on the parties. The fees and expenses of such Arbiter shall be borne equally by Stockholder, or caused to be filedon the one hand, only by Seller. Notwithstanding anything to and Parent, on the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawother.

Tax Returns. Following the Closing, Seller The Company shall prepare and file (or cause to be prepared and file filed) all necessary federal and state income tax returns (including any amendments thereof) of the Company and each of its Subsidiaries, including making the elections described in Section 7.11 and including (for the avoidance of doubt) each IRS Form 1065 (or cause similar state or local Tax return or filing) for the Company (collectively, "Income Tax Returns"). Each Unitholder shall furnish to the Company all pertinent information in its possession relating to Company operations that is reasonably necessary to enable the Company's income tax returns to be prepared and filed, at the expense of Seller, all Tax Returns for the Group Companies for all Tax Periods ending on or prior . The Company shall provide to the Closing Date that are required CABO Investor estimates of the Company's income and loss allocations among the Unitholders (the "Estimated Allocations") for each Taxable Year with respect to which an Income Tax Return is filed after the date hereof. Such Estimated Allocations shall be provided to the CABO Investor as soon as reasonably practical after the close of each Taxable Year but in no event later than by February 18th of the year immediately following the end of the applicable Taxable Year and the Company shall provide the CABO Investor with reasonable assistance in its review (including by providing copies of relevant work papers if requested) and consider in good faith any comments, and accept all reasonable comments, provided by the CABO Investor and the parties shall work in good faith to resolve any disputes with respect to the Estimated Allocations and all such disputes shall be resolved by March 5 following the end of the applicable Taxable Year. The Company shall provide a draft of each Income Tax Return to be filed after the Closing Date. Such date hereof to the CABO Investor for its review reasonably in advance of filing (which, with respect to any Income Tax Returns Return of the Company, shall be prepared in a manner consistent with the past practices no less than 30 days prior to such filing) and shall not file any Income Tax Return of the Group CompaniesCompany without the prior written consent of the CABO Investor, except as otherwise required by applicable not to be unreasonably withheld, conditioned or delayed. The Company and the CABO Investor shall attempt in good faith to resolve any disputes related to any Income Tax Law or changes in facts. Seller shall permit Buyer to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 days Return prior to the due date for filing therefor (including extensions) of and if they are unable to do so, such dispute shall be referred for resolution to an independent nationally recognized accounting firm mutually selected by the Company and the CABO Investor (a "Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by BuyerArbiter"); provided, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such final Income Tax Returns shall be prepared in a manner consistent with the past practices Estimated Allocations as agreed by the Company and the CABO Investor. To the extent reasonably requested by CABO, the Company shall provide, or shall cause to be provided, to CABO for its review copies of any non-income Tax returns or filings of the Group Companies, except as otherwise required by applicable Tax Law Company or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) any of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawits Subsidiaries.

Tax Returns. Following the Closing, Seller shall (a) The Equityholder Representative will use reasonable efforts to prepare or cause to be timely prepared (through the Company’s accountant) all income Tax Returns for the Company and its Subsidiaries solely relating to a Pre-Closing Tax Period which are due (taking into account 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). 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, generally accepted accounting principles or the Parent’s auditors. (b) To the extent that any Tax Returns of the Company or any of its Subsidiaries relate to (x) a Pre-Closing Tax Period and are not income Tax Returns described in Section 6.01(a), or (y) any Straddle Period, Parent will use commercially reasonable efforts to prepare or cause such Tax Returns to be prepared and file or cause to be filed, at the expense of Seller, all filed any such Tax Returns for the Group Companies for all Tax Periods ending on or prior Returns. If and to the Closing Date extent that are required the Equityholders have any liability for Taxes reflected on any Tax Return prepared pursuant to be filed after the Closing Date. Such this Section 6.01(b), (A) such Tax Returns Return shall be prepared in a manner consistent with the past practices prior Tax Returns of the Group CompaniesCompany and its Subsidiaries, except as unless otherwise required by applicable Tax Law Law, generally accepted accounting principles, or changes in facts. Seller shall the Parent’s auditors, (B) Parent will permit Buyer the Equityholder Representative to review and comment on each such Tax Returns Return described in the preceding sentence, and will consider in good faith all of the Equityholder Representative’s reasonable comments, and (together, with schedules, statements and, C) the Equityholder Representative (on behalf of the Equityholders) shall promptly pay to Parent the extent requested by Buyer, supporting documentation) amount of Pre-Closing Taxes reflected on such Tax Return at least 30 days prior to the due date for filing five (including extensions5) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer Business Days prior to the filing of such Tax Returns. If any due date for such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to included in the due date for filing (including extensions) calculation of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Accrued Pre-Closing Tax Period shall be filed, or caused to be filed, only by SellerLiabilities. Notwithstanding anything to the contrary anywhere in For purposes of this Agreement, in the Parties agree case of any Taxes that all Transaction Deductions will be reported in Pre-Closing are payable for a Straddle Period, the portion of such Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) that relates to the extent permitted portion of the Straddle Period ending on the Closing Date will (i) except as to Taxes described in clause (ii), be determined based on a “closing of the 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 franchise Tax not based on gross or net income, be determined by Lawmultiplying 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 taxable period ending as of the Closing Date and the denominator of which is the number of calendar days in the entire taxable period.

Tax Returns. Following the Closing, Seller shall prepare prepare, or cause to be prepared and file or cause to be filed, at the expense of Sellerprepared, all Tax Returns for any affiliated, consolidated, combined or unitary groups of which any of the Group Companies are members along with Seller or any of its Affiliates (other than the Group Companies) (the “Affiliated Group Tax Returns”). Buyer and the Group Companies shall furnish Tax information to Seller for inclusion in Seller’s Affiliated Group Tax Returns for the period that includes the Closing Date in accordance with the Seller’s past custom and practice. With regard to Tax Returns for the Group Companies for other than the Affiliated Group Tax Returns, (i) Seller shall prepare, or cause to be prepared, all Tax Periods Returns for any Tax period ending on or prior to the Closing Date that are required (the “Pre-Closing Tax Returns”) and (ii) Buyer shall prepare, or cause to be filed after prepared, all Tax Returns for any Straddle Period (the “Straddle Period Tax Returns”). Except as required by applicable Tax Law, any such Pre-Closing Date. Such Tax Returns or Straddle Period Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on such Tax Returns Not less than twenty (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation20) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Straddle Period Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be is prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Section 6.2, a copy of the Straddle Period Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period proposed to be filed shall be fileddelivered to Seller for its review and approval (which approval shall not be unreasonably withheld, conditioned or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawdelayed).

Tax Returns. Following the Closing(a) The Seller Representative shall prepare, Seller shall prepare or cause to be prepared prepared, and file file, or cause to be filed, at the expense of Seller, filed all Tax Returns for the Group Companies for all Tax Periods tax period ending on or prior before the Closing Date. All such Tax Returns shall be prepared, to the Closing Date that extent permitted by Law, in a manner consistent with past practice. To the extent any such Tax Returns are required to be filed after the Closing Date. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 fifteen (15) days prior to the due date for filing (including extensions) of such Tax Returns and Returns, the Seller Representative shall revise deliver, or cause to be delivered, such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax ReturnsPurchaser. If any such Tax Return must be signed by BuyerThe Purchaser shall timely file, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file timely filed all Tax Returns described in the previous sentence. (b) The Purchaser shall prepare, or cause to be filed, at the expense of Buyerprepared, all Straddle Period Tax Returns for the Group Companies for all Straddle PeriodsReturns. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns At least thirty (together, with schedules, statements and, to the extent requested by Seller, supporting documentation30) at least 30 days prior to the due date for filing any Straddle Period Tax Returns, the Purchaser shall deliver to the Seller Representative for its review, comment and approval (including extensionswhich approval shall not be unreasonably withheld, conditioned or delayed) a copy of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made (accompanied by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes an allocation pursuant to this Agreement. Any amended Tax Return of Section 7.01(c) between the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to and the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in PrePost-Closing Tax Periods Period of the Taxes shown to be due on such Tax Return). Not later than fifteen (15) days before the due date of such Tax Returns the Purchaser shall reflect any reasonable comments received from the Seller Representative. Thereafter, the Purchaser shall timely file, or cause to be timely filed, all Straddle Period Tax Returns and otherwise treated pay any amounts shown as attributable to Predue on such Tax Returns. (c) The Purchaser shall prepare and file all Post-Closing Tax Periods) to the extent permitted by LawPeriod Tax Returns and pay any amounts shown as due on such Tax Returns.

Tax Returns. (a) Following the Closing, Seller shall prepare or cause to be prepared at its own expense, and Buyer and Seller shall take such actions necessary to cause to file when due (taking into account all extensions validly obtained), all Tax Returns of the Company for any taxable period ending on or before the Closing Date that are to be filed after the Closing. All such Tax Returns shall be prepared and filed in a manner consistent with past practice, unless otherwise required by applicable Law. Seller shall deliver a draft of each 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 under applicable Law. (b) Following the Closing, Buyer shall file, or cause to be filed, at the expense of Seller, when due (taking into account all extensions validly obtained) all Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed after by the Closing DateCompany that relate to a Straddle Period (excluding any income Tax Returns). Such All such Tax Returns shall be prepared and filed in a manner consistent with the past practices of the Group Companiespractice, except as unless otherwise required by applicable Law. Buyer shall deliver a draft of each such Tax Law or changes in facts. Return to Seller shall permit Buyer to for review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 twenty (20) days prior to the due date for filing (including extensions) of such Tax Return is to be filed and shall make such revisions to such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made as are reasonably requested by Buyer Seller no less than five (5) days prior to the such filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies due date under applicable Law. (or any representative of the foregoingc) Except as specifically provided in Section 6.3(b), Buyer agrees that it willshall not, and shall not permit or will cause such other parties the Company or any Affiliate of Buyer to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare (i) file or amend (or cause to be prepared and file filed or cause to be filedamended), at the expense or grant an extension of Buyerany statute of limitation with respect to, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Company that pertains to a Pre-Closing Tax Period shall be filedPeriod, (ii) initiate or caused enter into any voluntary disclosure agreement with any Governmental Authority that pertains to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in a Pre-Closing Tax Periods Period, (and otherwise treated as attributable iii) make any election affecting the Company that pertains to a Pre-Closing Tax PeriodsPeriod, 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 extent permitted by Lawprior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed).

Tax Returns. Following the Closing, Seller (a) The Company shall prepare and timely file, or shall cause to be prepared and file or cause to be timely filed, at the expense of Seller, all Tax Returns for in respect of the Company Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed after on or before the Closing Date, and the Company shall pay, or cause to be paid, prior to the Closing, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Group CompaniesCompany Group, as applicable, with respect to such items, except as otherwise required by applicable Tax Law or changes in factsLaw. Seller shall permit Buyer to review and comment on such Tax Returns At least thirty (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation30) at least 30 calendar days prior to the due date for filing (including extensions) of any such Tax Returns and Return, the Company shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing submit a copy of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof that is an income or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such material Tax Return. Following the Closing, Buyer shall prepare or cause along with supporting work papers, to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns Purchaser for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to Purchaser’s review and comment on comment, and the Company shall consider such Tax Returns (together, with schedules, statements and, to comments in good faith. If the extent requested by Seller, supporting documentation) Company does not receive comments from Purchaser at least 30 five (5) calendar days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period Purchaser shall be deemed to have no comments to such Tax Returns. (b) Following the Closing Date, Purchaser shall prepare and file, or cause to be prepared and filed, or caused all Tax Returns required to be filed, only filed by Seller. Notwithstanding anything the Company Group after the Closing Date with respect to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (taking into account any extensions). Purchaser shall permit the Shareholder Representative to review and otherwise treated as attributable to comment on each such Tax Return that reflects a Pre-Closing Tax Periodsthat is subject to indemnification under Section 8.1(c) or Section 8.1(f), in each case, with respect to a taxable period ending on or before the Closing Date, which shall be delivered, in the case of any such Tax Return that is an income Tax Return, at least thirty (30) calendar days or, with respect to any such Tax Return that is not an income Tax Return, at least ten (10) calendar days, prior to filing; provided that, if any such Tax Return is due less than thirty (30) days (or less than seven (7) days in the case of a Tax Return that is not an income Tax Return) after the Closing, then Purchaser shall deliver a draft of such Tax Return as soon as practicable after the Closing. The Shareholder Representative shall be entitled to comment on such Tax Returns and Purchaser shall consider such comments in good faith. If Purchaser does not receive comments from the Shareholder Representative at least five (5) calendar days prior to the extent permitted filing of such Tax Returns, the Shareholder Representative shall be deemed to have no comments to such Tax Returns. For the avoidance of doubt, any costs and expenses incurred by Lawthe Shareholder Representative in connection with the foregoing shall be borne solely by the Company Shareholders (via the Shareholder Representative Expense Fund).

Tax Returns. Following After the ClosingClosing Date, Seller Purchaser shall prepare or cause to be prepared and (i) file (or cause to be filed, at the expense of Seller, ) all Tax Returns for the Group Companies for all Tax Periods ending on or prior with respect to the Closing Date Asset Taxes that are required to be filed after the Closing Date. Such Date that relate to any Tax Returns shall be prepared in period ending before the Effective Date or any Straddle Period on a manner basis consistent with past practice except to the past practices of the Group Companies, except as extent otherwise required by applicable Law; provided that Purchaser shall use its reasonable best efforts, taking into account that the due date for a Tax Law or changes in facts. Return may be contemporaneous with the closing of a Tax period, to submit each such Tax Return to Seller shall permit Buyer to for its review and comment on such Tax Returns reasonably in advance of the due date therefor, and Purchaser shall incorporate any reasonable comments received from Seller up to five (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation5) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns therefor and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If timely file any such Tax Return must be signed by BuyerReturn, any Affiliate thereof or the Group Companies and (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare ii) pay (or cause to be prepared 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 Tax Return described in clause (i) required to be filed after the final determination of the Final Settlement Statement pursuant to Section 2.3(i), that includes Asset Taxes that are allocable to Seller pursuant to Section 9.1(a), Purchaser shall deliver to Seller a statement that apportions the Asset Taxes shown on such Tax Return between Purchaser and file Seller in accordance with Section 9.1(a). Such statement shall be accompanied by proof of Purchaser’s actual payment of such Asset Taxes. Within ten (10) Business Days of receipt of each such statement and proof of payment, Seller shall reimburse Purchaser for the portion of such Asset Taxes allocated to Seller in accordance with Section 9.1(a), except to the extent such Asset Taxes have been taken into account in the final determination of the Final Settlement Statement pursuant to Section 2.3(i). In each case, without Seller’s prior written consent (not to be unreasonably withheld, conditioned or delayed), neither Purchaser or any of its Affiliates shall (i) file, or cause to be filed, at any amended Tax Return with respect to the expense of BuyerAssets for any Tax period ending prior to the Effective Date or for any Straddle Period, all (ii) make or change any Tax election for, or that has retroactive effect to, any Tax period ending prior to the Effective Date or for any Straddle Period, (iii) enter into any voluntary disclosure with any taxing authority with respect to Asset Taxes or related Tax Returns for a Tax period ending prior to the Group Companies Effective Date or for all any Straddle Periods. Such Period or (iv) extend or waive the statute of limitations with respect to Asset Taxes for any Tax Returns shall be prepared in a manner consistent with period ending prior to the past practices of the Group Companies, except as otherwise required by applicable Tax Law Effective Date or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, for any Straddle Period to the extent requested by Seller, supporting documentationany of the actions described in clauses (i) at least 30 days prior to the due date for filing – (including extensionsiv) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably would be expected to increase the Liability of the amount Taxes for which Seller for Taxes is responsible pursuant to this AgreementSection 9.1. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the The Parties agree that all Transaction Deductions will be reported (A) this Section 9.2 is intended to solely address the timing and manner in Pre-Closing which certain Tax Periods (Returns relating to Asset Taxes are filed and otherwise treated as attributable to Pre-Closing Tax Periods) the Asset Taxes shown thereon are paid to the extent permitted applicable taxing authority and (B) nothing within this Section 9.2 shall be interpreted as altering the manner in which Asset Taxes are allocated and economically borne by Lawthe Parties.

Tax Returns. Following the Closing, Seller Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Seller, all Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed after by the Company. Tax Returns to be prepared following the Closing Date. Such Tax Returns that may affect the amount of Reorganization Taxes or any other Taxes for which the Seller Parties may be liable pursuant to Section 9.2(b), shall be prepared in a manner consistent with the past practices of the Group Companies, Company except as otherwise required by applicable Tax Law or changes in factsLaw. Seller Buyer shall permit Buyer to review and comment on provide such Tax Returns (togetherReturns, together with schedules, statements anda statement setting forth the amount and calculation of any Reorganization Taxes, to the extent requested by Buyer, supporting documentation) Seller at least 30 forty-five (45) days prior to before the due date for filing (including applicable extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to for the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, for Seller’s review and comment. Seller shall provide any Affiliate thereof or the Group Companies written comments to Buyer not later than fifteen (or 15) days after receiving any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order and, if Seller does not provide any written comments within such fifteen (15)-day period, Seller shall be deemed to permit the timely filing of have accepted such Tax Return. Following the Closing, Seller and Buyer shall prepare or cause attempt in good faith to be prepared and file or cause resolve any dispute with respect to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on any such Tax Returns (together, with schedules, statements and, Return. If Seller and Buyer are unable to the extent requested by Seller, supporting documentation) resolve any such dispute at least 30 fifteen (15) days prior to before the due date for filing (including applicable extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to for the filing of any such Tax ReturnsReturn, but only the dispute shall be referred to the extent Accounting Firm for resolution and the failure fees shall be shared one-half by Seller and one-half by Buyer. If the Accounting Firm is unable to include resolve any such comments could reasonably dispute before the due date (including applicable extensions) for the filing of any such Tax Return, such Tax Return shall be expected filed as prepared by Buyer, subject to increase amendment, if necessary, to reflect the Liability resolution of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of dispute by the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawAccounting Firm.

Tax Returns. Following the Closing(a) The Company and each of its Subsidiaries, Seller at their sole cost and expense, shall prepare and timely file, or shall cause to be prepared and file or cause to be timely filed, at the expense of Seller, all Tax Returns for in respect of the Group Companies for all Tax Periods ending on Company or prior to the Closing Date any of its Subsidiaries that are required to be filed after (taking into account any extensions) on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Group CompaniesCompany or its Subsidiaries, as applicable, with respect to such items, except as otherwise required by applicable Legal Requirements. (b) Buyer, at its sole cost and expense, shall cause the Company and each of its Subsidiaries to prepare and timely file all Tax Law Returns of the Company and each of its Subsidiaries due after the Closing Date (the “Buyer Prepared Returns”) and, subject to the right to be indemnified for Tax Losses under Article 12 hereof, timely pay the Taxes due in connection with any Buyer Prepared Return. To the extent that a Buyer Prepared Return relates to a Pre-Closing Tax Period or changes in facts. Seller shall permit Buyer to review and comment on a Straddle Period, such Tax Returns (togetherReturn shall be prepared, to the extent permitted by applicable Legal Requirements, on a basis consistent with schedulesexisting procedures and practices and accounting methods, statements and, to the extent requested applicable and permitted by BuyerLegal Requirements, supporting documentationthe conventions provided in Section 11K(i)(d) at and Section 11K(ii). At least 30 thirty (30) days prior to the due date for (or, if earlier, the intended filing (including extensionsdate) of any Buyer Prepared Return that relates to income Taxes (and such Tax Returns and shall revise such Tax Returns shorter period as is reasonable with respect to reflect any reasonable comments made by Buyer prior Prepared Return that does not relate to the filing of such Tax Returns. If any such Tax Return must be signed by Buyerincome Taxes, any Affiliate thereof or the Group Companies but in no event less than five (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation5) at least 30 days prior to the due date for (or, if earlier, the intended filing (including extensionsdate) of such Buyer Prepared Return) for a Pre-Closing Tax Returns and Period or Straddle Period, Buyer shall revise provide a draft of such Tax Returns Return to reflect the Representative for the Representative’s review and comment. Buyer shall or shall cause the Company or applicable Subsidiary of the Company to incorporate any reasonable comments made by Seller prior to the filing Representative into the Tax Return actually filed. (c) Buyer shall not, and shall not allow the Company or any of such Tax Returnsits Subsidiaries to, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended amend any Tax Return of the Group Companies Company or claim any of its Subsidiaries for Tax refund on behalf of the Group Companies for any a Pre-Closing Tax Period or Straddle Period or otherwise initiate (or agree to) any other Representative Tax Matter without the prior written consent of the Representative (such consent not to be unreasonably withheld, conditioned or delayed). (d) With respect to certain Tax matters, the Representative and Buyer agree as follows: I. To properly make (and have the Company and, as necessary, each of its Subsidiaries make) an election under Revenue Procedure 2011-29 to deduct seventy percent (70%) of any Transaction Tax Deductions that are success-based fees as defined in Treasury Regulation Section 1.263(a)-5(f) on the IRS Form 1120 for the tax year including the Closing Date. II. That no election under Code Section 338(g) shall be filed, or caused to be filed, only by Seller. Notwithstanding anything made with respect to the contrary anywhere in acquisition of the shares of the Company Capital Stock contemplated by this Agreement. III. To the extent permitted by applicable Legal Requirements, to treat (and have the Parties agree that all Company and each Subsidiary of the Company treat) any Transaction Tax Deductions will be reported paid or accrued on or before the Closing Date as deductible in a Pre-Closing Tax Periods Period (or portion of the Straddle Period ending on the Closing Date). IV. To treat all indemnification payments under this Agreement as adjustments to the Total Merger Consideration for all relevant Tax purposes. V. To treat all interest and other earnings on the Escrow Funds as income of Buyer in accordance with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2). VI. To treat the Equity Consideration received by the Shareholders (and otherwise treated any Evolent Equity received as attributable part of the Earnout Consideration) as being received in a transaction governed by Section 721 of the Code. VII. To treat the payments to Pre-Closing Tax Periodsthe holders of Company Common Stock under Sections 11J, 11K(vi) or 11K(vii) as payments of additional Merger Consideration, provided that the holders of Company Capital Stock and Buyer shall treat such payments as interest to the extent permitted required under Code Section 483 or any other analogous provision of the Code or state or local Tax law, and to treat payments to the holder of the Options under Section 11J, 11K(vi) or 11K(vii) as payments of deductible “wages” or other compensation by Lawthe Company or the applicable Subsidiary in the year of the payment to the holder (or in the case of the payment under Section 11J, the year of the release from the account of the Escrow Agent). Unless otherwise required by a determination of a Governmental Entity that is final (including the execution of an IRS Form 870-AD or successor form), Buyer shall prepare and file all Tax Returns (and cause the Company and each Subsidiary of the Company and each other applicable Affiliate to file all Tax Returns), including timely and properly making all agreed elections, consistently with the agreements set forth in this Section 11K(i)(d) and Buyer shall not take any position (and Buyer shall not allow the Company or any Subsidiary of the Company or any of its other Affiliates to take any position) on any Tax Return during the course of any audit or other legal Proceedings with respect to any Taxes or Tax Returns (whether or not a Tax Contest) that is inconsistent with the agreements set forth in this Section 11K(i)(d).

Tax Returns. Following the Closing, Seller shall prepare or cause to be prepared and file or cause to be filedThe Company, at the expense of Seller, all Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed after the Closing Date. Such Tax Returns shall be prepared in a manner consistent with the past practices direction of the Group CompaniesTax Representative, except as otherwise required by applicable shall cause the preparation and timely filing of all necessary U.S. Federal, state and local tax returns of the Company, including making the elections described in Section 8.3(a). Before the filing or amendment of any income or other material tax return of the Company, the Company shall (i) provide a draft of such tax return to any Managing Member that is not the Tax Law or changes in facts. Seller shall permit Buyer to Representative for its review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 45 days prior to before the due date for filing such tax return (taking into account extensions of time to file) and (ii) incorporate in such tax return all reasonable comments that are supportable at least at a “more likely than not” level of comfort and provided to the Tax Representative by such Managing Member within the 20 days immediately following its receipt of the Company’s draft; provided, however, that if a Managing Member believes that a change it requested reflects at least a “more-likely-than-not” level of comfort and the Company does not incorporate that change, the Company, the Tax Representative and such Managing Member shall negotiate in good faith to resolve the disagreement. If they are unable to resolve such disagreement in a timely fashion, the disagreement will be resolved using the procedures set forth in Section 8.5(c)(iii) of Appendix III (mutatis mutandis). If upon written request by the Company, each Member shall furnish to the Company all pertinent information that is reasonably necessary to enable the Company’s tax returns to be timely prepared and filed. The Class B Managing Members shall deliver to the Company as soon as practicable after the end of each calendar year, but in any event before January 31 of the subsequent calendar year, a good-faith estimate of the amounts to be included on the IRS Schedule K-1 for the Company for such completed calendar year with respect to the Class B Segment. The Company shall deliver to each Member as soon as practicable after the end of each calendar year, but in any event before March 31 of the subsequent calendar year, a good-faith estimate of the amounts to be included on the IRS Schedule K-1 for such Member for such completed calendar year. The Company shall deliver to each Member a final IRS Schedule K-1 together with such additional information as may be required by any Member (including extensionsa statement for such calendar year of each Member’s share of Net Profits and Net Loss (and items thereof) allocated to such Member) for the preparation and timely filing by the Members of such Tax Returns their U.S. Federal, state and local income and other tax returns at least 20 days before the date that the U.S. Federal income tax return of the Company is filed. The Company shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to bear the costs of the preparation and filing of such Tax Returnsits tax returns. If any such Tax Return must Any tax returns of the Company legally required to be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns a Member shall be prepared in signed by the Tax Representative (or, if the Tax Representative is not a manner consistent with Member, by a Member designated by the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawRepresentative).

Tax Returns. Following Buyer, the ClosingShareholders, Seller the Company and the Company Subsidiaries shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Shareholders agree (i) to retain all books and records with respect to Tax matters pertinent to the Company or any Company Subsidiary relating to any Pre-Closing Tax Period that are in their possession, and to abide by all record retention agreements entered into with any taxing authority; and (ii) to give Buyer reasonable written notice prior to destroying or discarding of any such books and records. Buyer and the Shareholders agree, upon request, to use all reasonable efforts to obtain any certificate or other document from any taxing authority or customer of the Company or any Company Subsidiary, or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). The Shareholders Representative shall prepare or cause to be prepared and file or cause to be filed, at the expense of Seller, all income Tax Returns for of the Group Companies for all Tax Periods ending on or prior Company relating to the Pre-Closing Date that are required Tax Period and Buyer shall prepare and file all such income Tax Returns relating to be filed periods ending after the Closing Date. Such For purposes of the preparation of Tax Returns by the Shareholders Representative pursuant to the prior sentence, the Company shall be prepared provide to the Shareholders Representative reasonable access to relevant Company personnel. The Company and the Shareholders shall prepare all Company Tax Returns filed by them after the Closing Date in a manner consistent with the past practices of Company Tax Returns filed prior to such date, and the Group CompaniesShareholders shall provide any such Company Tax Returns to Buyer no later than five (5) days prior to the due date for such Company Tax Return, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on each such Company Tax Returns (together, with schedules, statements and, Return prior to filing and shall make such revisions to such Company Tax Return as are reasonably requested by Buyer to the extent requested by Buyer, supporting documentation) at least 30 days prior necessary to the due date for filing (including extensions) of make such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Company Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Company Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported filed in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Law.

Tax Returns. Following (a) From and after the Hospital Merger Closing, Seller except as provided in Section 2.04(c) and Section 7.06, HospitalCo Parent shall prepare and timely file, or shall cause to be prepared and file timely filed, any Tax Return that includes a Pre-Closing Tax Period and relates solely to the Retained Business. Parent shall prepare and timely file, or shall cause to be prepared and timely filed, any other Tax Return that includes a Pre-Closing Tax Period. Subject to any indemnity obligations pursuant to Article VI, each party responsible for the preparation of a Tax Return under this Section 7.01 shall timely remit, or cause to be filed, at the expense of Sellertimely remitted, all Taxes due in respect of such Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed after the Closing DateReturns. Such All such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companiespractices, except as otherwise required by applicable Law. Neither HospitalCo Parent nor Parent shall, and each shall not cause its Affiliates to, amend or revoke any Tax Law Return (or changes in facts. Seller any notification or election relating thereto) that reflects or includes Taxes for which the other Party may be liable under Article VI without the prior written consent of the other Party (which consent shall permit Buyer not be unreasonably withheld, conditioned or delayed). (b) HospitalCo Parent shall submit each Tax Return it is responsible for pursuant to review and comment on such Tax Returns Section 7.01(a) to Parent (together, together with schedules, statements and, to the extent requested by BuyerParent, supporting documentation) at least 30 thirty (30) days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any Return if such Tax Return must requires a payment by Parent or could reasonably be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative expected to have a material Tax effect on Parent. Following resolution of the foregoing)procedures described in Section 20.1 of the Homecare JV Agreement, Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing HospitalCo Parent shall file such Tax Return in order accordance with such resolution. If the procedures described in Section 20.1 of the Homecare JV Agreement have not been resolved with respect to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) Return at least 30 five (5) days prior to the due date for filing (including extensions) of therefor, such Tax Returns Return shall be filed as prepared by HospitalCo Parent and shall revise such Tax Returns amended to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawresolution.

Tax Returns. Following the Closing, Seller The Stockholders shall prepare or cause to be prepared and file or cause timely filed all Returns of the Company that are due with respect to be filedany Pre-Closing Tax Period, at the expense of Seller, including all Tax Returns for which the Group Companies for all Tax Periods ending due date (with applicable extensions) falls on or prior to the Closing Date that are required to be filed after before the Closing Date. Such Tax The Stockholders shall have authority to reasonably determine the manner in which any items of income, gain, deduction, loss or credit arising out of the income, properties and operations of the Company will be reported or disclosed in such Returns; provided, however, that such Returns shall will be prepared by treating items on such Returns in a manner consistent with the past practices of the Group Companiespractice with respect to such items, except as unless otherwise required by applicable Tax Law Law. The Stockholders shall provide, or changes in facts. Seller shall permit Buyer cause to review and comment on such Tax Returns (together, with schedules, statements andbe provided, to the extent requested Buyer drafts of all Returns required to be prepared and filed by Buyer, supporting documentation) the Stockholders with respect to any Pre-Closing Tax Period under this Section 6.3 at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at including any extensions). At least 30 15 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax ReturnsReturns (including any extensions), but only the Buyer will notify the Stockholders Representative of the existence of any objection (specifying in reasonable detail the nature and basis of such objection) the Buyer may have to any items set forth on such draft Returns (a “Dispute Notice”). The Buyer and the Stockholders Representative shall consult and resolve in good faith any such objection. However, if the Buyer and the Stockholders Representative cannot resolve any such objection, they will refer the objection to the extent Arbitration Firm for prompt resolution. The Buyer and the failure Stockholders Representative shall share equally all costs of hiring the Arbitration Firm for purposes of this Section 6.3. The Stockholders shall not cause to include such comments could reasonably be expected to increase filed any Return without the Liability prior written consent of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies Buyer, which consent will not be unreasonably withheld or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be fileddelayed; provided, or caused to be filedhowever, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions no such consent will be reported required if the Buyer shall not have timely delivered a Dispute Notice or the objections contained in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawsuch Dispute Notice have been finally resolved.

Tax Returns. Following the Closing, The Seller Representative shall prepare or cause to be prepared and file or cause to be filed, at the expense of Seller, all Pre-Closing Income Tax Returns for of the Group Companies for all Tax Periods ending on or prior Company Consolidated Group. Except to the Closing Date that are required to be filed after the Closing Date. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as extent otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on Law, all such Pre-Closing Income Tax Returns described in this Section 5.12(b) shall be prepared on a basis consistent with (together, i) this Section 5.12 and (ii) past practice (including past practice with schedules, statements and, respect to the extent requested by Buyer, supporting documentationSpecified Tax Item). Not later than sixty (60) at least 30 days prior to the due date for filing any such Pre-Closing Income Tax Return (including applicable extensions) ), the Seller Representative shall deliver a draft of such Pre-Closing Income Tax Returns Return and a calculation of the amount of Final Company Taxes, if any, with respect to such Pre-Closing Income Tax Return, together with all supporting documentation and workpapers, to Parent for its review and reasonable comment. Within thirty (30) days of such delivery, Parent shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior deliver written notice to the filing Seller Representative specifying any objections Parent has with respect to any items in such Pre-Closing Income Tax Return (or accompanying calculation of such Tax Returns. If Final Company Taxes, if any), which written notice shall provide reasonable detail with respect to any such item to which Parent objects. Any such item in the Pre-Closing Income Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative accompanying calculation of Final Company Taxes, if any) to which Parent does not timely object in accordance with the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns immediately preceding sentence shall be prepared final, conclusive and binding on the Parties. Parent and the Seller Representative shall negotiate in a manner consistent good faith to resolve any disputes with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes respect to any such items to which Parent has timely objected in facts. Buyer shall permit Seller to review accordance with this Section 5.12(b) and comment on any such Tax Returns disputes that remain unresolved twenty (together, with schedules, statements and, to the extent requested by Seller, supporting documentation20) at least 30 days prior to the due date for filing any such Pre-Closing Income Tax Return (including applicable extensions) shall be referred to the Accounting Firm for resolution (which resolution shall be final, conclusive and binding on the Parties and, except with respect to any dispute related to the Specified Tax Item, shall reflect a “more likely than not” level of confidence of the Accounting Firm). The costs and expenses of the Accounting Firm shall be borne by the Parties in a manner similar to the principles set forth in Section 2.4(b)(ii). Parent will cause such Pre-Closing Income Tax Returns Return (as finalized in accordance with this Section 5.12(b)) to be timely filed and will provide a copy thereof to the Seller Representative. Parent shall not (and shall revise not permit any of its Affiliates to) amend, refile or otherwise modify any Tax Return of any Group Company without the prior written consent of the Seller Representative if such amendment, refiling or modification would (i) reduce the amount payable to, or increase the amount payable by, any Shareholder pursuant to this Agreement (including, without limitation, pursuant to Section 5.12(d), Section 5.13 and Section 5.14), (ii) have a material and adverse impact on any Shareholder (or any Affiliate thereof) or (iii) affect the Specified Tax Returns to reflect any reasonable comments made by Item; provided, however, that the prior written consent of the Seller Representative shall not be required if Parent consults with the Seller Representative in writing at least thirty (30) days prior to the filing date on which such amendment, refiling or modification is due under applicable Law and Seller Representative does not, within fifteen (15) days of receipt, provide to Parent a written response describing in reasonable detail why any such Tax Returnsamendment, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability refiling or modification would result in any of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return effects described in any of the Group Companies immediately foregoing clauses (i), (ii) or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawiii).

Tax Returns. Following the Closing, Seller (a) The Sellers shall properly prepare or cause to be properly prepared and, if permitted to be filed by the Sellers, timely file (i) all S Corporation Returns of the Company for periods ending on or before the Closing Date and file (ii) all other Income Tax Returns of the Company or its Subsidiaries for any Pre-Closing Tax Period (other than Income Tax Returns for any Straddle Period), and pay any Income Taxes payable with respect thereto. Except to the extent otherwise required by Law, all such Returns shall be prepared consistent with past practices for such entities. Such Returns shall not include any income resulting from any transaction outside the ordinary course of business undertaken on the Closing Date after the Closing at the direction of the Buyer. The Sellers shall provide the Buyer with drafts of all Returns of the Company and its Subsidiaries prepared by the Sellers due after the Closing no later than thirty (30) days prior to the earlier of the due date or filing date thereof and the Buyer shall have the right to review and provide comments on any such Returns during the fifteen (15) day period following the receipt of such Returns. Any disputed comments shall be resolved in accordance with Section 6.4(b)(iii). (b) The Buyer or the Company shall (i) properly prepare or cause to be filed, at properly prepared all Returns of the expense Company or its Subsidiaries (other than Returns referred to in the first sentence of Seller, all Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date Section 6.4(a)) that are required to be filed after the Closing Date, and (ii) timely file or cause to be timely filed each Return required to be filed by the Company or its Subsidiaries after the Closing Date. Such Tax Except to the extent otherwise required by Law, such Returns for a Straddle Period shall be prepared in on a manner basis consistent with the past practices of the Group CompaniesCompany and its Subsidiaries. (i) The Buyer or the Company shall provide the Sellers with drafts of all Returns of the Company and its Subsidiaries prepared by the Buyer or the Company no later than thirty (30) days prior to the earlier of the due date or filing date thereof, except as otherwise required but only to the extent such Returns would impact Returns previously filed by the Sellers, or affect Taxes which the Sellers may be liable under applicable Tax Law or changes in factsthis Agreement. Seller The Sellers shall permit Buyer have the right to review and comment provide comments on any such Tax Returns during the fifteen (together, 15) day period following the receipt of such Returns. Any disputed comments shall be resolved in accordance with schedules, statements and, to the extent requested by Buyer, supporting documentationSection 6.4(b)(iii). (ii) at least 30 days No later than three (3) Business Days prior to the due date for filing (including extensions) the payment of such Tax Returns and shall revise such Tax Returns any Taxes with respect to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Income Tax Return of the Group Companies Company or claim for Tax refund on behalf of its Subsidiaries filed by the Group Companies Buyer or the Company or its Subsidiaries for any Pre-Closing Tax Period (giving effect to any extension), the Sellers shall be filed, or caused to be filed, only by Seller. Notwithstanding anything pay the Company an amount equal to the contrary anywhere in this Agreement, portion of the Parties agree that all Transaction Deductions will be reported in Income Taxes attributable to the Pre-Closing Tax Periods (and otherwise treated Period, as attributable determined pursuant to Pre-Closing Tax Periods) Section 6.5, as applicable, to the extent permitted that such Taxes are not reflected as a liability in the Closing Net Working Capital as finally determined pursuant to Section 2.3. (iii) The Sellers and the Buyer shall consult with each other and attempt in good faith to resolve any issues arising as a result of such Returns and, if they are unable to do so, the items disputed pursuant to Section 6.4(a) or Section 6.4(b)(i), as applicable, shall be resolved (within a reasonable time, taking into account the deadline for filing such Return) by Lawthe Independent Accounting Firm. Upon resolution of all such items, the relevant Return shall be timely filed on that basis; provided, however, that if after using reasonable best efforts, the parties are unable to resolve the matter in dispute before any Return that is the subject of a disagreement is due, such Return may be filed as prepared by the Buyer and the Company, subject to adjustment or amendment upon resolution, and the making of any payments necessary to give effect to the resolution. The costs and expenses relating to the dispute resolution shall be borne equally by the parties hereto.

Tax Returns. Following (a) The Sellers’ Representative shall have the Closingexclusive authority and obligation to prepare, Seller shall prepare or cause to be prepared and file or cause to be filed, at the expense of Sellerprepared, all Tax Returns for the Group Companies for all Tax Periods periods ending on or before the Closing Date, and the appropriate officer of each relevant Company shall sign and timely file the same; provided, however, that: (i) the Sellers’ Representative shall provide the Buyer with draft Tax Returns for the relevant Company required to be prepared after the Closing Date by the Sellers’ Representative pursuant to this Section 9.1(a) at least thirty (30) days prior to the Closing Date that are required to be filed after due date for the Closing Date. Such filing of such Tax Returns (after giving effect to any extensions of time within which to file such Tax Returns); (ii) at least fifteen (15) days prior to the due date for the filing of such Tax Returns, the Buyer shall notify the Sellers’ Representative of the existence of any objections the Buyer may have to any items set forth on such draft Tax Returns; and (iii) if, after consulting in good faith, the Buyer and the Sellers’ Representative are unable to resolve such objection(s), such objection(s) shall be prepared in referred to the Independent Accountant for resolution on a manner basis consistent with the past practices of the Group Companiesrelevant Company with respect to such items. The cost of the Independent Accountant pursuant to this Section 9.1(a) shall be borne fifty percent (50.00%) by the Sellers and fifty percent (50.00%) by the Buyer. 25041432.12 (b) Except as provided in Section 9.1(a) above, except as otherwise required by applicable Tax Law the Buyer shall have the exclusive authority and obligation to prepare and timely file, or changes in facts. Seller shall permit Buyer cause to review be prepared and comment on such timely filed, all Tax Returns of the relevant Company on a basis consistent with the past practices of such Company (together, with schedules, statements and, to the extent requested permitted by BuyerApplicable Law); provided, supporting documentationhowever, that (i) the Buyer shall provide the Sellers’ Representative with draft Tax Returns for the relevant Company required to be prepared by the Buyer pursuant to this Section 9.1(b) for a Straddle Period at least 30 thirty (30) days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer Returns, (ii) at least fifteen (15) days prior to the due date for the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative Sellers’ Representative shall notify the Buyer of the foregoingexistence of any objection the Sellers’ Representative may have to any items set forth on such draft Tax Returns, and (iii) if, after consulting in good faith, the Buyer and the Sellers’ Representative are unable to resolve such objection(s), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns objection(s) shall be prepared in referred to the Independent Accountant for resolution on a manner basis consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in factsrelevant Company with respect to such items. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability The cost of the Seller for Taxes Independent Accountant pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period Section 9.1(b) shall be filed, or caused to be filed, only borne fifty percent (50.00%) by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, Sellers and fifty percent (50.00%) by the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawBuyer.

Tax Returns. Following the Closing, Seller (a) The Representative shall prepare and timely file, or shall cause to be prepared and file timely filed, all Tax Returns in respect of the Company and the Operating Subsidiary that are required to be filed (taking into account any extension) on or before the Closing Date, and the Company Indemnifying Parties shall pay, or cause to be paid, all Taxes of the Company and the Operating Subsidiary due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company and the Operating Subsidiary, as applicable, with respect to such items, except as required by Applicable Law. At least 20 Business Days prior to filing any such Tax Return, the Representative shall submit a copy of such Tax Return to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld. (b) Parent shall prepare and timely file, or shall cause to be prepared and timely filed, at the expense of Seller, all Tax Returns for in respect of the Group Companies for all Company and the Operating Subsidiary that relate to Tax Periods periods ending on or prior to before the Closing Date but that are required to be filed after the Closing Date. Such Tax Returns , and the Company Indemnifying Parties shall pay, or cause to be prepared in a manner consistent paid, all Taxes due with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer respect to review and comment on such Tax Returns (together, with schedules, statements and, except to the extent requested by Buyerthat such Taxes are explicitly taken into account in the calculation of the Closing Net Working Capital Amount and the Total Consideration). At least 20 Business Days prior to the due date (taking into account any extension) for the filing of any such Tax Return, supporting documentationParent shall deliver a draft of such Tax Return to the Representative for the Representative’s review. Parent shall consider in good faith any comment that the Representative submits to Parent no less than ten Business Days prior to the due date of such Tax Return. The Company Indemnifying Parties shall make the payment due to Parent under this Section 10.1(b) at least 30 days two Business Days before payment of Taxes (including estimated Taxes) is due to the applicable Tax authority. (c) Parent shall prepare and timely file, or cause to be prepared and timely filed, any Tax Return (a “Straddle Period Tax Return”) required to be filed by the Company or the Operating Subsidiary for a Straddle Period. At least 20 Business Days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Straddle Period Tax Returns. If any Return, Parent shall deliver a draft of such Tax Return must be signed by Buyer, to the Representative for the Representative’s review. Parent shall consider in good faith any Affiliate thereof or comment relating to the Group Companies (or any representative portion of the foregoing), Buyer agrees Straddle Period ending on the Closing Date that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order the Representative submits to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days Parent no less than ten Business Days prior to the due date for filing of such Straddle Period Tax Return. With respect to Taxes of the Company and the Operating Subsidiary relating to a Straddle Period, the Company Indemnifying Parties shall pay to Parent the amount of such Taxes allocable to the portion of the Straddle Period ending on the Closing Date as set forth below in Section 10.1(d) (except to the extent that such Taxes are explicitly taken into account in the calculation of the Closing Net Working Capital Amount and the Total Consideration). The Company Indemnifying Parties shall make such payment at least two Business Days before payment of Taxes (including extensionsestimated Taxes) is due to the applicable Tax authority. (d) The amount of any Tax based on or measured by income or receipts of the Company or the Operating Subsidiary that is allocable to the portion of a Straddle Period ending on the Closing Date shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the Tax period of any partnership or other pass-through entity in which the Company holds a beneficial interest shall be deemed to terminate at such time), and the amount of any other Tax of the Company or the Operating Subsidiary that is allocable to the portion of a Straddle Period ending on the Closing Date shall be deemed to be the amount of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made for the entire Straddle Period multiplied by Seller prior to a fraction, the filing numerator of such Tax Returns, but only to which is the extent number of days in the failure to include such comments could reasonably be expected to increase the Liability portion of the Seller for Taxes pursuant Straddle Period that is deemed to this Agreement. Any amended Tax Return end on the Closing Date and the denominator of which is the Group Companies or claim for Tax refund on behalf total number of days in the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawentire Straddle Period.

Tax Returns. Following the Closing, Seller (i) The Company and each of its Subsidiaries shall prepare or cause to be prepared and file or cause to be filed, at filed in the expense of Seller, time and manner required by Applicable Law all Tax Returns for of or with respect to the Group Companies for all Tax Periods ending Company or such relevant Subsidiary that are due after the date hereof and on or prior to the Closing Date that are required to be filed after the Closing Date. Such All such Tax Returns shall be prepared and filed in accordance with past practices unless otherwise required by Applicable Law. At least 15 days prior to filing any such Tax Return that is an income Tax Return or a manner consistent reasonable period prior to filing in the case of any other material Tax Return, the Company or the relevant Subsidiary shall submit a copy of such Tax Return to Parent for Parent’s review, and shall consider in good faith Parent’s reasonable comments. (ii) All other Tax Returns of or with respect to the Company or its Subsidiaries for a Pre-Closing Tax Period that are due after the Closing Date, shall be filed or caused to be filed by Parent in accordance with past practices of the Group Companies, except as Company unless otherwise required by applicable Tax Law or changes in factsApplicable Law. Seller shall permit Buyer At least 30 days prior to review and comment on filing any such Tax Returns (togetherReturn that is an income Tax Return or a reasonable period prior to filing in the case of any other material Tax Return, with schedules, statements Parent shall cause the Company or such relevant Subsidiary to submit a copy of such Tax Return to the Representative for the Representative’s review and, to the extent requested by Buyer, supporting documentation) at least 30 days prior to the due date Sellers have an indemnification obligation for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any Taxes shown on such Tax Return must under Section 7.2(a), the Representative’s consent, which consent shall not be signed by Buyerunreasonably withheld, any Affiliate thereof conditioned or delayed. Any items reflected on a Tax Return submitted for review to Parent or the Group Companies (or any representative Representative, as applicable, in accordance with this Section 7.2(e) with respect to which they are unable to agree after negotiating in good faith for 10 Business Days shall be referred to the Accounting Firm for resolution as promptly as practicable. The determination of the foregoing)Accounting Firm shall be final, Buyer agrees that it will, or will cause such other parties to, cooperate fully conclusive and punctually in signing such binding for all purposes hereunder. If a Tax Return in order is required by Applicable Law to be filed or a payment made before the Accounting Firm has resolved the disputed items (taking into account valid extensions of time within which to file, which shall be sought to the extent necessary to permit the timely filing resolution of such disputed items), the Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns Return shall be prepared in a manner consistent with filed or payment made as determined by Parent, and shall be amended if necessary to reflect the past practices determination of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, Accounting Firm with schedules, statements and, respect to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability disputed items. The costs of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period Accounting Firm shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to borne in substantially the contrary anywhere same manner as set forth in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawSection 2.10(b)(ii)(C).

Tax Returns. Following the Closing, (a) Seller shall prepare or cause to will be prepared and file or cause to be filed, at the expense of Seller, responsible for preparing all Tax Returns of the Company for the Group Companies for all Tax Periods any taxable period ending on or prior to before the Closing Date that are required to be filed after (collectively, the Closing Date“Pre‑Closing Returns”). Such Tax Each of the Pre‑Closing Returns shall be prepared in a manner consistent with the past practices of the Group CompaniesCompany, except as otherwise required by Law, and will be delivered to Buyer for review and comment within a reasonable time prior to the applicable Tax Law or changes deadline(s) for filing, but in factsno event less than fifteen (15) days prior to the filing deadline applicable to such Pre‑Closing Return. Seller shall permit take into account any reasonable comments received from Buyer prior to review the applicable due date for filing each Pre-Closing Return and comment shall (i) file, or cause to be filed, such Pre-Closing Return in a timely manner with the appropriate Tax authorities and (ii) pay any amount of Taxes shown as due on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 days Pre-Closing Return on or prior to the due date for filing such payment. Buyer shall (including extensionsor shall cause the Company and its officers to) cooperate, to the extent necessary, in connection with execution and submission of such each Pre-Closing Return. (b) Buyer will be responsible for preparing all Tax Returns and shall revise such Tax Returns to reflect of the Company for any reasonable comments made by Buyer prior to the filing of such Tax ReturnsStraddle Period. If any Each such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past ACTIVE 209289734v.13 practices of the Group CompaniesCompany, except as otherwise required by Law, and shall be delivered to Seller for review and comment within a reasonable time prior to the applicable deadline(s) for filing, but in no event less than fifteen (15) days prior to the filing deadline applicable to such Tax Law or changes in factsReturn. Buyer shall permit take into account any reasonable comments received from Seller prior to review the applicable due date for filing each Tax Return for a Straddle Period and comment shall file, or cause to be filed, such Tax Return in a timely manner with the appropriate Tax authorities. Each of Seller and Buyer shall pay their respective shares, as determined in a manner consistent with Section 8.01(d), of any Taxes shown as due on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days Return on or prior to the due date for filing such payment. (including extensionsc) of such Except as required by applicable Law or pursuant to a final determination by any Tax authority, Buyer will not file or cause to be filed an amended Tax Return for the Company for any Pre-Closing Tax Period, file Tax Returns and shall revise such for a Pre-Closing Tax Returns Period in a jurisdiction where the Company has not historically filed Tax Returns, initiate discussions or examinations with any Tax authority regarding Taxes due from the Company for any Pre-Closing Tax Period, change any accounting method of the Company for a Pre-Closing Tax Period, adopt any accounting method or similar convention that shifts income from a period beginning (or deemed to reflect any reasonable comments made by Seller begin) after the Closing Date to a taxable period (or portion thereof) ending on or prior to the filing Closing Date or shifts deductions or losses from a Pre-Closing Tax Period to a period beginning (or deemed to begin) after the Closing Date, or undertake any extraordinary action (i.e., an action outside the ordinary course of such business) after the Closing on the Closing Date that has a material risk of affecting the amount of Taxes due from the Company, Seller or any of its respective Affiliates for any Pre-Closing Tax ReturnsPeriod. (d) For purposes of determining Seller’s and Buyer’s respective responsibility for Taxes due from the Company, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability including any Covered Taxes described in clause (a) of the Seller definition thereof in respect of a Straddle Period, (x) in the case of any Taxes other than gross receipts, sales, use, net or gross income, or other Taxes based upon or related to income or transactions, Taxes due for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any a Pre-Closing Tax Period shall be fileddeemed to include the amount of such Tax calculated for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any gross receipts, sales, use, net or gross income, or caused other Taxes based upon or related to be filedincome or transactions, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Taxes due for a Pre-Closing Tax Periods (Period shall be deemed to include the amount that would be payable if the relevant Tax period ended on and otherwise treated as attributable to Pre-included the Closing Tax Periods) Date; provided, however, that for purposes of calculating the foregoing, any exemptions, allowances or deductions that are calculated on an annual basis shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the extent permitted by Law.number of days in each period, relative to the number of days in the entire Tax period. ACTIVE 209289734v.13

Tax Returns. Following the Closing, Seller (a) The Company shall prepare or cause to be prepared and file or cause to be filedprepared, at the expense of SellerCompany's expense, all required U.S. federal, state, and local Company Tax returns (the "Tax Returns") in accordance with Applicable Law and shall file such Tax Returns for the Group Companies for in a timely manner (taking into account applicable extensions). Draft copies of all Income Tax Periods ending on or prior returns shall be provided to the Closing Date that are required to be filed after the Closing Date. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to Shareholders for their review and comment on such Tax Returns no later than sixty-five (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation65) at least 30 days prior to before the due date for filing (including extensions) of such Income Tax Returns and (or, in the case of any Income Tax Return that does not have a specific due date, as soon as reasonably practicable before such Income Tax Return is to be submitted to the relevant Tax authority, provided, however, that the Company shall revise use reasonable efforts to cause a draft copy of any such Income Tax Return to be provided at least ninety (90) days before such Income Tax Return is to be submitted to the relevant Tax authority). In addition, the Company shall ensure that no such Income Tax Returns are submitted without the prior written consent of the Shareholders, such consent not to reflect be unreasonably withheld or delayed. If there is any dispute as to whether it is reasonable comments made by Buyer prior for a Shareholder to withhold its consent to the filing submission of such Income Tax Returns (including as a result of any material matter to be included in, or as the case may be, excluded from, such Income Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be fileddispute shall, at the expense of Buyerthe Company, all Tax Returns for be resolved by an independent nationally recognized (in the Group Companies for all Straddle Periods. Such Tax Returns U.S.) accounting firm whose determination shall be prepared in a manner consistent with conclusive and binding. (b) The Company shall cause, at the past practices expense of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements andCompany, to be provided to each Shareholder as soon as reasonably practical but no later than forty (40) Business Days after the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability end of the Seller for Taxes pursuant Company's taxable year, a good faith estimate of the amounts to this Agreement. Any amended be shown on the Tax Return of the Group Companies Company (and any direct or claim for Tax refund on behalf indirect subsidiary of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) Company to the extent permitted such information is reasonably required by Lawsuch Shareholder (or by a holder of a direct or indirect interest therein) in order to properly comply with its Tax filing requirements) and shall cause to be provided to each Shareholder all other information as may be reasonably requested by such Shareholder (or the holder of a direct or indirect interest therein) in order to enable such Shareholder and its Affiliates (or the holder of a direct or indirect interest therein) to comply with its Tax obligations, including without limitation copies of notices from Tax authorities and other Tax-related information received by the Company. (c) Notwithstanding any other provisions of this Section 25.1, the Company shall not take any position on any Tax Return for which it does not have substantial authority under relevant Tax law. At the request of a Shareholder, the Company shall provide, with respect to any proposed return position, such requesting Shareholder with the opinion of a nationally recognized law or accounting firm reasonably acceptable to the Board stating that such position has substantial authority in relevant Tax law. The fees and costs of such law or accounting firm shall be borne by the Company.

Tax Returns. Following (i) Except as set forth in Section 6.4(a)(ii), the Closing, Seller Purchaser shall prepare or cause to control and be prepared and file or cause to be filed, at responsible for the expense filing of Seller, all Tax Returns for the Group Companies for all Tax Periods ending on or prior filed with respect to the Closing Date that are required to be filed Target Group after the Closing Date. Such The Purchaser shall prepare any Straddle Period Tax Returns of the Target Group in accordance with past practice (including, for this purpose, any past practice of the Sellers) to the extent permitted by applicable Law; provided, however, that the Purchaser shall provide the Sellers’ Representative with a copy of any such Tax Returns for her review and comment at least thirty Business Days, in the case of an income Tax Return, or fifteen Business Days, in the case of any other Tax Return, prior to its filing and the Purchaser shall consider any changes reasonably requested by the Sellers’ Representative; provided, further, that a comment by the Sellers’ Representative shall not be considered reasonable for this purpose to the extent that it is inconsistent with past practice (including, for this purpose, any past practice of the Sellers). (ii) The Sellers, at Sellers’ expense, shall control and be responsible for the preparation and timely filing of all income Tax Returns of the Target Group filed on or after the Closing Date that relate to a Pre-Closing Period. All such Tax Returns shall be prepared in a manner consistent accordance with the past practices of the Group Companies, except as practice unless otherwise required by applicable Law, provided, however, that the Sellers shall provide the Purchaser with a copy of any such Tax Law or changes in facts. Seller shall permit Buyer to Returns for its review and comment on at least thirty Business Days, in the case of an income Tax Return, or fifteen Business Days, in the case of any other Tax Return, prior to its filing and the Sellers shall make any changes reasonably requested by the Purchaser; provided, further, that a comment by the Purchaser shall not be considered reasonable for this purpose to the extent that it is inconsistent with past practice (including, for this purpose, any past practice of the Sellers). All such Tax Returns so prepared by or for the Sellers, on behalf of the Target Group, shall be complete and accurate in all material aspects. (together, with schedules, statements and, iii) The Sellers shall pay all Taxes shown to be due on any Pre-Closing Period Tax Returns and on the Straddle Period Tax Returns to the extent requested by Buyer, supporting documentation) at least 30 days prior such Taxes are allocable to the due date for filing Pre-Closing Period under Section 6.4(e). The Purchaser shall pay (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause paid) all Taxes shown to be filed, at due on the expense of Buyer, all Straddle Period Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior such Taxes are allocable to the due date for filing Post-Closing Period under Section 6.4(e). (including extensionsiv) Except as required by Law, the Purchaser shall not amend any Tax Return relating to a Pre-Closing Period or extend the statute of such limitations with respect to any Tax Returns of the Target Group relating to a Pre-Closing Period, without the prior written consent of the Sellers’ Representative. If the Purchaser believes it is required by law to so amend or extend, the Purchaser shall notify the Sellers’ Representative, in writing, and shall revise provide the Sellers’ Representative and her Representatives with all required information regarding such amendment or extension. (v) The Sellers will be entitled to any Tax Returns to reflect refunds or overpayments that are received by the Purchaser that arise in or result from Pre-Closing Periods or the pre-Closing portion of any reasonable comments made by Seller prior to the filing of such Tax ReturnsStraddle Period, but only except to the extent any such refund or overpayment arises as the failure to include such comments could reasonably be expected to increase result of a carryback of a loss or other Tax Benefit from a Tax period (or portion thereof) beginning after the Liability of the Seller for Taxes pursuant to this AgreementClosing Date. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period The Purchaser shall be filed, or caused to be filed, only by Seller. Notwithstanding anything pay to the contrary anywhere in this AgreementSellers Representative any such refund or the amount of any such overpayment that is actually received, within fifteen Business Days after the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable actual receipt of or entitlement to Pre-Closing Tax Periods) to the extent permitted by Lawsuch refund or overpayment.

Tax Returns. (a) Following the Closing, Seller UICI will prepare and timely file (subject to applicable and timely filed extensions) at its sole cost and expense a federal and state income tax return for the Company and its Subsidiaries for the tax year ended December 31, 1999 (the "1999 Tax Year") and the interim period beginning January 1, 2000 and ending on July 31, 2000 (the "Short Tax Period"). UICI shall prepare or cause to be prepared and file or cause to be filed, at the expense of Seller, all Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed after the Closing Date. Such Tax Returns shall be prepared such income tax returns in a manner consistent with prior years and shall, in respect of such returns, determine the past practices income, gain, expenses, losses, deductions and credits of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review Company and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared Subsidiaries in a manner consistent with the past practices prior practice. Purchaser shall be responsible for preparing and filing on a timely basis all federal and state income tax returns of the Group CompaniesCompany and the Subsidiaries for any tax period beginning after July 31, except 2000 (a "Post Closing Tax Period"). (b) Taxes shall be payable by the parties as otherwise required follows: (i) All Taxes owing or to be owed for the 1999 Tax Year shall be borne by applicable Tax Law UICI, and any refunds or changes credits in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) respect of such Taxes for the 1999 Tax Returns and Year shall revise such Tax Returns be the property of UICI. (ii) All Taxes owing or to reflect any reasonable comments made by Seller prior to be owed for the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Short Tax Period shall be filedborne by UICI, and any refunds or caused to credits in respect of such Taxes for any such Short Tax Period shall be filedthe property of UICI; provided, only however, that notwithstanding the consummation of the transactions contemplated by Seller. Notwithstanding anything this Agreement and any of the foregoing, the Purchaser agrees that the Tax Allocation Agreement among UICI and certain of its subsidiaries, including the Company and the Subsidiaries, effective January 1, 1999 (the "Tax Sharing Agreement"), shall not be terminated with respect to the contrary anywhere in this AgreementShort Tax Period, and the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Law.Purchaser

Tax Returns. Following the Closing, Seller The Buyer Parent shall prepare and timely file, or cause to be prepared and file timely filed, all Tax Returns with respect or relating to the Transferred Assets that are due after the applicable Closing Date that relate, in whole or in part, to any Retained Tax Liability or any Pre-Closing Tax Period (each such Tax Return, a “Buyer Prepared Return”), and shall timely remit, or cause to be filed, at the expense of Seller, all Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed after the Closing Date. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on such Tax Returns (together, with schedules, statements andremitted, to the extent requested by Buyer, supporting documentation) appropriate Tax Authority all Taxes reflected on such Buyer Prepared Returns. The Buyer Parent shall provide to the Seller Parent each Buyer Prepared Return at least 30 thirty (30) days prior to the due date for filing such Buyer Prepared Return (including extensionsor, if such Buyer Prepared Return is due within thirty (30) days of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returnsan applicable Closing Date, as soon as practicable). If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies At least fifteen (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation15) at least 30 days prior to the due date for the filing of any such Buyer Prepared Return (including extensionsor if such Tax Return is not provided to the Seller Parent at least thirty (30) days prior to its due date, as soon as practicable), the Seller Parent shall (a) notify the Buyer Parent of the existence of any comments the Seller Parent may have to any items set forth on any such Buyer Prepared Return (which comments the Seller Parent shall incorporate to the extent such comments are reasonable and consistent with applicable Law), and (b) pay to the Buyer Parent the amount of any Taxes reflected on such Tax Return to the extent any such amount constitutes Retained Tax Liabilities. The Buyer Parent shall not file, and shall not permit the filing of, any Buyer Prepared Return described in the previous sentence without the Seller Parent’s written consent, such consent not to be unreasonably withheld, delayed, or conditioned; provided, that if the Seller Parent has not provided its consent with respect to any Buyer Prepared Return in advance of the applicable due date of such Tax Returns and Return, the Buyer Parent shall revise be entitled to file, or cause to be filed, such Tax Returns Return by the applicable due date and the parties shall work in good faith to resolve any outstanding disagreements with respect to such Tax Return and file an amended version of such Tax Return, if necessary to reflect the resolution of any reasonable comments made such disagreements. The Buyer Parent acknowledges and agrees that it will not object to, and will provide any necessary consents or waivers to permit, the engagement by the Seller prior Parent of any Person the Seller Parent reasonably proposes to engage for purposes of reviewing the filing Tax Returns referred to in this Section 7.6, unless the Buyer Parent would be adversely affected by such engagement (as determined in the Buyer Parent’s good faith). Unless otherwise required by applicable Law, each Buyer Prepared Return shall be prepared and filed in a manner consistent with past practice of the Seller Parent and/or its Affiliates and, on such Tax Returns, but only to no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the extent the failure to include such comments could reasonably be expected to increase the Liability effect of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies accelerating any income or claim for Tax refund on behalf of the Group Companies for gain to, or deferring any deduction, loss or credit from, any Pre-Closing Tax Period shall be filedPeriod, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawapplicable).

Tax Returns. Following the Closing, (i) The applicable Seller shall prepare prepare, or cause to be prepared and file or cause to be filed, at the expense of Sellerprepared, all Tax Returns for relating to (A) income or franchise Taxes of the Group Companies applicable Company for all Tax Periods taxable periods ending on or prior to the Closing Date that are required to be filed by such Company (or an Affiliate of such Company) on or after the Closing Date. Such Date (“Separate Company Income Tax Returns”) and (B) income or franchise Taxes that are paid on a consolidated, unitary, combined or similar basis with respect to Tax Returns that include such Company, on the one hand, and the applicable Seller or any of its Affiliates (other than such Company) on the other hand (the Tax Returns described in the immediately preceding clause (B) “Consolidated Tax Returns”, and, together with Separate Company Income Tax Returns, the “Company Income Tax Returns”). The applicable Seller shall provide to the Purchaser for review a draft of Separate Company Income Tax Returns no later than 45 days prior to the date on which such Separate Company Income Tax Return is required to be prepared in a manner consistent filed with the past practices proper Taxing Authority (taking into account any applicable valid extension). The Purchaser shall have the right to review or to cause to be reviewed all non-privileged information used to prepare such Tax Return and the applicable Seller shall make reasonably available to the Purchaser and its representatives the accountants who participated in the preparation of the Group Companies, except as otherwise required by applicable each such Separate Company Income Tax Law or changes in factsReturn. Seller shall permit Buyer to review and comment on such Tax Returns (together, with schedules, statements and, to consider in good faith any reasonable comments by the extent requested by Buyer, supporting documentation) at least 30 Purchaser that are submitted no less than 20 days prior to the due date for filing (including extensions) of such Tax Returns Return. Seller and shall revise the Purchaser will consult and resolve in good faith any issues arising as a result of the Purchaser’s review of such Tax Returns Return and mutually to reflect any reasonable comments made by Buyer prior consent to the filing of such Tax ReturnsReturn as promptly as possible. If Upon completion of any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Separate Company Income Tax Return in order accordance with the provisions hereof, the Purchaser shall file (or cause to permit be filed) such Separate Company Income Tax Return and Seller shall make (or cause to be made) all payments required to be made as set forth in such Separate Income Tax Return on behalf of the timely filing applicable Company to the extent that such payments were not accrued in the calculation of such Tax Return. Following the ClosingFinal J&P Working Capital or Final Wholesale Working Capital, Buyer as applicable. (ii) The Purchaser shall prepare and file, or cause to be prepared and file or cause to be filed, at in accordance with the expense provisions of Buyerthis Section 9.5(b), all Tax Returns relating to Taxes of the Company for a Pre-Closing Tax Period (other than Company Income Tax Returns) and for a Straddle Period required to be filed by any Company (or any Affiliate of such Company) on or after the Group Companies for all Straddle PeriodsClosing Date. Such Any such Tax Returns shall be prepared in on a manner basis consistent with the past practices of last previous such Tax Return so long as such position is consistent with Applicable Law, unless there is no reasonable basis for such position. The Purchaser will permit the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on each such Tax Returns (togetherReturn, with schedulesin the case of income and franchise Tax Returns, statements and, to the extent requested by Seller, supporting documentation) at least 30 45 days prior to the due date for filing thereof (including applicable extensions) ), and in the case of all other Tax Returns, at least 15 days prior to the due date thereof (including applicable extensions). The applicable Seller shall have the right to review or to cause to be reviewed all non-privileged information used to prepare each Tax Return and the Purchaser shall make reasonably available to the applicable Seller and its representatives the Purchaser’s accountants who participated in the preparation of each Tax Return. The Purchaser shall make any revisions to such Tax Returns as are reasonably requested by the applicable Seller that are submitted no less than 20 days prior to the due date of such Tax Returns Return that is an income or franchise Tax Return and shall revise such Tax Returns to reflect any reasonable comments made by Seller no less than 10 days prior to the filing due date of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Return that is not an income or franchise Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawReturn.

Tax Returns. Following the Closing, Seller shall prepare or cause to be prepared and file or cause to be filed, at the expense of Seller, all Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed after the Closing Date. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on such Tax Returns Ten (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation10) at least 30 days Business Days prior to the due date for filing (including extensions) of such any Tax Returns and Return relating to Pre-Closing Taxes, Buyer Parent shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any provide such Tax Return must be signed by Buyerto the Seller Representative for its review and comment. Within ten (10) days following delivery of such draft Tax Return, the Seller Representative shall have the right to object in writing to any Affiliate thereof or the Group Companies (or item on any representative such draft Tax Return affecting Pre-Closing Taxes. Unless such written notice of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing objection to such Tax Return in order to permit the timely filing of is delivered within such ten (10) day period, such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns Return shall be prepared final and binding on the parties without further adjustments. If the Seller Representative so objects and Buyer Parent rejects any such objections, the parties shall resolve their dispute by presenting such dispute to an accounting firm of national reputation mutually agreeable to Buyer Parent and the Seller Representative (the “Tax Accountant”); provided that, with respect to a dispute under Section 3.9(a), such Tax Accountant may be different than the Tax Accountant retained for other disputes, if mutually agreed. The Tax Accountant will resolve the dispute in a fair and equitable manner consistent within ten (10) days after the parties to such dispute have presented their arguments to the Tax Accountant, whose decision shall be final, conclusive and binding on the parties; provided that, with respect to a dispute as to whether the past practices IRS has delivered a favorable ruling pursuant to the PLR Request pursuant to Section 3.9(a) (but not any dispute with respect to the PLR Amount or the application of the Group Companiesprivate letter ruling granted in response to the PLR Request), except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (togetherAccountant’s determination shall not be deemed final, with schedules, statements and, binding and conclusive on the parties unless the Tax Accountant shall have delivered a “should” level opinion to the extent Company as to the favorable treatment requested by Sellerin the PLR Request; and provided further, supporting documentationhowever, that if such Tax Accountant shall have delivered a “more likely than not” opinion (but not a “should” opinion) to the Company as to whether the IRS has delivered a favorable ruling pursuant to the PLR Request, the Tax Accountant shall be deemed (for purposes of this Agreement) to have determined that the PLR Amount equals the sum of the Undisputed PLR Amount and half of the PLR Escrow Amount. If the Tax Accountant does not resolve all differences between the parties with respect to such Tax Return at least 30 two (2) days prior to the due date for filing (including extensions) of therefor, such Tax Returns Return shall be filed as prepared by Buyer Parent and amended to reflect the Tax Accountant’s resolution and shall revise such be final and binding on the parties without further adjustment. The fees and expenses of the Tax Returns to reflect Accountant shall be borne equally by Buyer Parent and the Seller Representative. The preparation and filing of any reasonable comments made by Seller prior Tax Return with respect to the filing of such Tax Returns, but only to Company or the extent Company Subsidiaries (other than the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Other Subsidiaries) other than a Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable relating to Pre-Closing Taxes shall be exclusively within the control of Buyer Parent. No such Tax Periods) Returns relating to Pre-Closing Taxes may be amended without the extent permitted by LawSeller Representative’s approval, not to be unreasonably or untimely withheld.

Tax Returns. Following (a) Parent agrees that the ClosingRepresentative shall direct the Company and its Subsidiaries in the preparation and filing, Seller shall prepare or cause to be prepared and file or cause to be filedwhen due (taking into account all extensions properly obtained), at the expense of Seller, all Tax Returns that are required to be filed by or with respect to the Company or any Subsidiary of the Company for any taxable period ending on or prior to the Closing Date. The Stockholders shall bear the expense for the Group Companies for preparation and filing of all Tax Periods Returns that are required to be filed by or with respect to the Company or any Subsidiary of the Company for any taxable period ending on or prior to the Closing Date (with such expenses being paid out of the Representative Holdback Account or, if such expenses exceed the amount of funds then remaining in the Representative Holdback Account, then the Stockholders shall severally (in accordance with each Stockholder’s Equity Ownership Percentage), and not jointly, pay the amount of such excess expenses). (b) Parent shall prepare and file or cause to be prepared and filed when due (taking into account all extensions properly obtained) all Tax Returns for any Straddle Periods that are required to be filed after by or with respect to the Closing Date. Such Company or any of its Subsidiaries, provided that any Tax Return for a Straddle Period shall be submitted to the Representative at least thirty (30) calendar days prior to its due date (taking into account all extensions properly obtained) for the Representative’s review and comment, which comments shall be discussed by Parent with the Representative to determine in good faith whether the Tax Returns shall for the Straddle Period should reflect the Representative’s comments. (c) Any Taxes shown to be prepared due in a manner consistent with the past practices respect of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on such Tax Returns (together, with schedules, statements and, for Pre-Closing Periods and for Straddle Periods which are prepared and filed pursuant to this Section 9.3 shall be paid by the extent requested by Buyer, supporting documentation) Representative on behalf of the Stockholders at least 30 days two (2) Business Days prior to the due date dates for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Law.

Tax Returns. Following the Closing, Seller The Company shall (i) prepare and file or cause to be prepared and file or cause to be filed, at the expense of Seller, filed when due (taking into account valid extensions) all Tax Returns for of the Group Companies for all Tax Periods ending on or prior to Company and the Closing Date Subsidiaries that are required to be filed on or after the Agreement Date and on or before the Closing Date. Such Date and shall remit (or cause to be remitted) any Taxes due in respect of such Tax Returns shall and (ii) provide or make available to Buyer copies of all Tax Returns that are to be prepared in a manner consistent with filed by the past practices Company or any of the Group Companies, except as otherwise required by applicable Tax Law or changes in factsSubsidiaries after the Agreement Date and prior to the Closing Date no later than ten (10) Business Days prior to being due (taking into account valid extensions). Seller The Company shall permit Buyer to review and comment on each such Tax Return prior to filing it, and shall reasonably and in good faith consider such revisions to such Tax Returns (together, with schedules, statements and, to the extent as are requested by Buyer. Except as otherwise provided in this Section 5.13, supporting documentation) at least 30 days prior Buyer shall file or cause to the be filed when due date for filing (including taking into account valid extensions) of such all Tax Returns of the Company and the Subsidiaries for any Tax period ending after the Closing Date, and Buyer shall revise such Tax Returns remit (or cause to reflect be remitted) any reasonable comments made by Buyer prior to the filing Taxes due in respect of such Tax Returns. If In the case of any such Tax Return must be signed by Buyer, any Affiliate thereof of the Company or the Group Companies (or Subsidiaries with respect to any representative of Pre-Closing Tax Period that is filed after the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the ClosingClosing Date, Buyer shall (i) prepare and file or cause to be prepared and file or cause to be filedfiled when due such Tax Returns, at the expense of Buyer, all and (ii) submit such Tax Returns to the Sellers for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to their review and comment on each such Tax Return prior to filing it no later than ten (10) Business Days prior to filing it. Buyer shall provide the Sellers with a reasonable time for such review and comment, and shall reasonably and in good faith consider such revisions to such Tax Returns (together, with schedules, statements and, to the extent as are requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this AgreementSellers. Any amended Tax Return of the Group Companies Company or claim for Tax refund on behalf of the Group Companies for Subsidiaries with respect to any Pre-Closing Tax Period shall be filedprepared in all material respects in accordance with applicable Law and the past practices of the Company or relevant Subsidiary. Other than with respect to Tax Returns for Straddle Periods, or caused three (3) days prior to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this AgreementBuyer filing such Tax Returns, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Sellers shall pay to Buyer any Tax Periods (liabilities which are shown as due and otherwise treated as attributable to Pre-Closing owing on such Tax Periods) to the extent permitted by LawReturns.

Tax Returns. Following (i) Seller shall timely prepare or cause to be timely prepared and shall timely file or cause to be timely filed with the Closingappropriate taxing authorities (A) any combined, consolidated, affiliated, unitary, or similar Tax Return that includes Seller or any of its Affiliates, on the one hand, and the Company, on the other hand (a “Combined Tax Return”), and (B) all other Tax Returns of the Company for any Pre-Closing Tax Period (as defined below) (a “Company Pre-Closing Tax Return”). Seller shall timely pay all Taxes due with respect to any Tax Return described in this Section 4.5(a)(i). With respect to any Company Pre-Closing Tax Return filed after the Closing Date, Seller shall prepare or cause to be prepared and file or cause each such Company Pre-Closing Tax Return on a basis consistent with past practices of the Company except to the extent such past practices are not likely to be filed, upheld under applicable Law at the expense a “more likely than not” level of Seller, all confidence. With respect to any Company Pre-Closing Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be Return filed after the Closing Date. Such Date (other than non-income Tax Returns shall be prepared in a manner consistent with relating to the past practices of the Group CompaniesMSA SJM Assets), except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit (x) deliver a completed draft of said Tax Return to Buyer to for Buyer’s review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 ten (10) days prior to the due date for filing thereof, and (including extensionsy) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by of Buyer prior to the extent there is not a “more likely than not” level of comfort for Seller’s position on the Company Pre-Closing Tax Returns referred to in the preceding clause (x). For the avoidance of doubt, Seller shall provide to Buyer for review the Check the Box Election as well as any notices from the IRS received in response to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies Check the Box Election. (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, ii) Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for of the Group Companies Company for all Straddle Periodstaxable periods ending after the Closing Date. Such Tax Returns for Straddle Periods shall be prepared in on a manner basis consistent with the past practices of the Group CompaniesCompany except to the extent such past practices are not likely to be upheld under applicable Law at a “more likely than not” level of confidence. With respect to any income Tax Returns for Straddle Periods, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit (x) deliver a completed draft of said Tax Return to Seller to for Seller’s review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 ten (10) days prior to the due date for filing thereof, and (including extensionsy) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by of Seller prior to the filing of such Tax Returns, but only to the extent there is not a “more likely than not” level of comfort for Buyer’s position on the failure Tax Returns referred to include such comments could reasonably be expected in the preceding clause (x). Seller shall timely pay to increase the Liability of the Seller for Buyer all Taxes pursuant due with respect to this Agreement. Any amended any Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything described in this Section 4.5(a)(ii) that is allocable to the contrary anywhere in this Agreement, portion of any Straddle Period ending on the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods Date. (and otherwise treated as attributable iii) Neither Seller nor any of its Affiliates shall take any deduction with respect to Pre-Closing Tax Periodsany Specified Liabilities (including associated legal fees) to the extent permitted currently taken into account on the Company Accounts (other than the portion of such Specified Liabilities for which cash or insurance proceeds have been contributed to a QSF or paid to plaintiffs prior to the Closing Date) nor will Seller or any of its Affiliates take any such Liabilities into account in determining an amount realized by LawSeller.

Tax Returns. Following the Closing, Seller Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Seller, all Company’s Tax Returns for the Group Companies for all Tax Periods tax periods ending on or prior to or on the Closing Date that are required to be filed due after the Closing Date. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies; provided, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on such Tax Returns however, that no later than twenty (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation20) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns, the Buyer will provide the Member Representative with such Tax Returns for its review and comment and Buyer shall revise such Tax Returns to reflect any consider in good faith all reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Company’s Tax Returns for the Group Companies any Straddle Period. With respect to any such Tax Return for all a Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Period: (i) Buyer shall permit Seller deliver a draft of such Tax Return to the Member Representative for the Member Representative’s review and comment on such Tax Returns approval (togetherwhich approval shall not be unreasonably withheld, with schedules, statements and, to the extent requested by Seller, supporting documentationconditioned or delayed) at least 30 thirty (30) days prior to the due date for filing such Tax Return (including extensionsit being understood that the Member Representative’s failure to comment within fifteen (15) days of the delivery of such Tax Returns and Return to it shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing be deemed acceptance of such Tax ReturnsReturn); (ii) the Member Representative and Buyer shall cooperate and consult with each other in order to finalize such Tax Return; and (iii) thereafter (including, but only if the Member Representative and Buyer have not yet agreed upon a final Tax Return, on the due date of such Tax Return (a “Contested Tax Return”)) Buyer shall cause such Tax Return to be executed and duly and timely filed with the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant appropriate Governmental Entity. For any Tax Return subject to this AgreementSection 4.3 that is a Contested Tax Return, the Member Representative and Buyer shall in good faith continue to attempt to resolve any disputes pertaining to such Contested Tax Return. Any If such disputes are not resolved by the Member Representative and Buyer within a commercially reasonable amount of time, such parties shall promptly thereafter cause the Accounting Firm to resolve any remaining disputes, acting as an expert and not an arbitrator. The parties hereto agree that any resolution of a Contested Tax Return by the Accounting Firm (a “Resolved Tax Return”) will be deemed conclusive and final and binding as among the parties hereto, and Buyer shall cause the Resolved Tax Return to be promptly filed as an amended Tax Return to the previously filed Contested Tax Return. Without the prior written consent of the Group Companies Member Representative (not to be unreasonably withheld, conditioned or claim for Tax refund on behalf delayed), Buyer and the Surviving Entity shall not, with respect to any portion of the Group Companies for any Pre-Closing Tax Period shall be filedPeriod, file any amended Tax Return, disclose any Tax item, change any method of accounting, change the application of any deduction or credit, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawfile any voluntary disclosure or amnesty program documents.

Tax Returns. Following (a) The Shareholders' Representative shall have the Closingexclusive authority and obligation to prepare on behalf of the Company and timely file, Seller shall prepare or cause to be prepared and file or cause to be timely filed, at the expense of Seller, all Tax Returns for of the Group Companies for all Tax Periods Company that are due with respect to any taxable year or other taxable period ending on or prior to the Closing Date and shall pay any Taxes due in respect of such Tax Returns, except for Taxes that are required reserved for on the Company's Financial Statements and any Taxes resulting from the Merger failing to qualify as a reorganization under Section 368(a)(1), which shall be filed after the Closing Datepaid by Buyer. Such authority shall include, but not be limited to, 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 shall be reported or disclosed in such Tax Returns; provided, however, that such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller Company with respect to such items; and provided further that the Shareholders' Representative shall permit Buyer to review and comment on each such Tax Return described in the preceding sentence prior to filing. All such Tax Returns (together, with schedules, statements and, to shall not be filed without the extent requested by prior written consent of Buyer, supporting documentationwhich consent shall not be unreasonably withheld or delayed. (b) at least 30 days prior to the due date for filing (including extensionsExcept as provided in Section 9.1(a) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closingabove, Buyer shall have the exclusive authority and obligation to prepare and timely file, or cause to be prepared and file or cause to be timely filed, at the expense of Buyer, all Tax Returns of the Company; provided, however, Buyer shall provide the Shareholders' Representative with draft Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall Company required to be prepared in a manner consistent with by Buyer pursuant to this Section 9.1(b) that include any period or portion thereof ending on or prior to the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in factsClosing Date. Buyer shall permit Seller provide the Shareholders' Representative with an opportunity to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days that include any period or portion thereof ending on or prior to the due date for filing (including extensions) of Closing Date and Buyer shall in good faith take into account such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing in its preparation of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Law.

Tax Returns. Following the Closing, Seller Except as otherwise provided in Section 5.14(a): (i) Sellers shall prepare and timely file, or cause to be prepared and file or cause to be timely filed, at the expense of Seller, all Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed after the by any Acquired Company for a Pre-Closing DateTax Period. Such Sellers shall provide a draft of such Tax Returns to Purchasers as soon as reasonably practicable but no later than ten (10) Business Days prior to the due date for Purchasers’ review and comment. Sellers shall consider in good faith any reasonable changes to such Tax Returns requested by Purchasers to the extent such changes are received by Sellers not later than five (5) Business Days prior to the due date for filing such Tax Returns; provided, however, that to the extent Purchasers determine, with the written advice of counsel (to be delivered to Sellers and which is reasonably acceptable to Sellers) that there is not at least a “substantial authority” level of comfort within the meaning of Section 6662(d)(2)(B)(i) of the Code (or any corresponding or similar provision of non-U.S. Law) with respect to any position taken by Sellers in any such Tax Return, Sellers shall accept all reasonable comments from Purchasers with respect to such position and shall provide Purchasers with a revised copy of such Tax Return as promptly as reasonably practicable. With respect to any such Tax Return that is prepared by Sellers but required to be filed by Purchasers or any of the Acquired Companies under applicable Law, Sellers shall provide such Tax Returns to Purchasers, together with the amount of any Taxes shown as due thereon, at least two (2) Business Days prior to the due date for filing such Tax Returns and Purchasers shall execute and file, or cause to be executed and filed, such Tax Returns. Sellers shall ensure that Tax Returns that Sellers are obligated to file pursuant to this Section 5.14(b)(i) shall be prepared in a manner consistent with the past practices of the Group Companiesapplicable Acquired Company, except as unless otherwise required by GAAP or applicable Tax Law or changes local accounting principles. With respect to each Tax Return described in facts. Seller this Section 5.14(b)(i) and which is not required to be filed by Purchasers or any of the Acquired Companies under applicable Law, Sellers shall permit Buyer timely remit (or cause to review and comment be timely remitted) any Taxes shown as due on such Tax Returns (together, with schedules, statements and, to the extent that Taxes are required to be remitted upon filing such Tax Returns. (ii) Purchasers shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns that are required to be filed by any Acquired Company for a Straddle Period. All such Tax Returns shall be prepared and filed in accordance with past practices of the applicable Acquired Company, unless otherwise required by a change in GAAP, applicable Law or local accounting principles; and Purchasers shall provide to Sellers as soon as reasonably practicable but no later than twenty (20) Business Days before the due date for filing such Tax Returns a draft copy of each such Tax Return, accompanied by an allocation (as applicable) in accordance with Section 5.14(c) of the Taxes shown to be due on such Tax Return between the Pre-Closing Tax Period (to be paid by Sellers) and the Post-Closing Tax Period (to be paid by Purchasers), for Sellers’ review and comment. Purchasers shall make any reasonable changes to such Tax Returns requested by Buyer, supporting documentationSellers to the extent such changes are received by Purchasers not later than five (5) at least 30 days Business Days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the ClosingPurchasers shall timely remit, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyertimely remitted, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared Taxes due in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing respect of such Tax Returns, and, upon the written request from Purchasers, but only in no event later than three (3) Business Days 44 before the due date for the payment of such Taxes, Sellers shall pay or reimburse (as applicable) Purchasers for the portion of such Taxes for which Sellers are liable pursuant to Section 5.14(i). (iii) Without the prior written consent of Sellers, Purchasers shall not amend, refile or otherwise modify, or cause or permit to be amended, refiled or otherwise modified, any Tax Return filed by any Acquired Company for any taxable year or period beginning on or before the Closing Date, unless such action is required to comply with applicable Law or to the extent the failure required by a final resolution of an audit, claim or other proceeding related to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere contested in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawaccordance with Section 5.14(e).

Tax Returns. Following the Closing, Seller (a) The Sellers shall prepare or cause to be prepared and timely file or cause to be filed, at the expense of Seller, all Tax Returns for with respect to any taxable period of the Group Target Companies for that ends at or before the Effective Closing Time and timely pay all Taxes shown due on such Tax Periods ending on or prior to the Closing Date that are required to be filed after the Closing DateReturns. Such Tax Returns shall be true, correct and complete; and, except to the extent required by Applicable Law, shall be prepared in on a manner basis consistent with the past practices similar Tax Returns for any preceding periods and shall not make, amend, revoke or terminate any election or change any Tax accounting practice or procedure without the Purchasers’ consent, which consent shall not unreasonably be withheld, delayed or conditioned. With respect to Tax Returns to be filed after the Effective Closing Time, the Sellers shall provide the Purchasers with a complete copy of each such Tax Return required to be signed by the Group Companies, except as otherwise required by applicable Target Companies at least thirty (30) days (or ten (10) days in respect of Tax Law or changes in facts. Seller shall permit Buyer to Returns due on a monthly basis) before the date when the Tax Return is due for Purchasers’ review and comment on and the Sellers shall in good faith take into account Purchasers’ comments with respect to such Tax Returns no later than ten (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation10) at least 30 days prior to the before their due date for filing dates (including extensionsor five (5) days in respect of such Tax Returns and due on a monthly basis). (b) The Purchasers shall revise such timely file all material Tax Returns with respect to reflect any reasonable comments made by Buyer prior to Straddle Period. The Purchasers shall provide the filing Sellers with a complete copy of such Tax Returns. If any each such Tax Return must be signed at least thirty (30) days (or ten (10) days in respect of Tax Returns due on a monthly basis) before the date when the return is due, and the Purchasers shall in good faith take into account the Sellers’ comments on such returns no later than ten (10) days before their due dates (or five (5) days in respect of Tax Returns due on a monthly basis). The Purchasers shall notify the Sellers of any portion of the Tax owed by Buyerthe Seller with respect to a Straddle Period, together with a computation showing the calculation of such amount. The Seller shall pay such amount to the Purchasers in readily available funds within three days after receipt of such notice. (c) A Party’s preparation or review of, or comment on, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order relating to permit the timely filing of such Tax Return. Following the Closinga Target Company shall not affect any right to indemnification hereunder, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawSection 7.01.

Tax Returns. Following the Closing, Seller (a) The Company shall prepare and timely file, or shall cause to be prepared and file or cause to be timely filed, at the expense of Seller, all Tax Returns for in respect of the Group Acquired Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed after (taking into account any extension) on or before the Closing Date, and the Company shall pay, or cause to be paid, all Taxes of the Acquired Companies due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Group CompaniesCompany with respect to such items, except as otherwise required by applicable Law. At least fifteen (15) days prior to filing any such Tax Law or changes in facts. Seller Return, the Company shall permit submit a copy of any such Tax Return, along with supporting work papers, to Buyer to for Buyer’s review and comment on approval (not to be unreasonably withheld, conditioned or delayed). The Company shall consider, in good faith, all changes to such Tax Returns (together, with schedules, statements and, to the extent reasonably requested by Buyer, supporting documentation. (b) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare and timely file, or shall cause to be prepared and file timely filed, all Tax Returns in respect of the Acquired Companies that are required to be filed (taking into account any extension) after the Closing Date, and in conjunction with Sections 7.6 and 7.7, Buyer shall pay, or cause to be filed, at the expense of Buyerpaid, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices Taxes of the Group Companies, except as otherwise required by applicable Tax Law or changes in factsAcquired Companies due after the Closing Date. Buyer shall permit Seller to review and comment on such Tax Returns At least fifteen (together, with schedules, statements and, to the extent requested by Seller, supporting documentation15) at least 30 days prior to filing any such income or material Tax Return which would result in an indemnification claim by the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes Buyer pursuant to this Agreement. Any amended , Buyer shall submit a copy of any such Tax Return of Return, along with supporting work papers, to the Group Companies or claim Securityholder Representative for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused Securityholder Representative’s review and approval (not to be filedunreasonably withheld, only conditioned or delayed). Buyer shall consider, in good faith, all changes to such Tax Returns reasonably requested by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawSecurityholder Representative.

Tax Returns. Following (a) Except as provided in Section 8.1(b), the Closing, Seller Purchaser shall prepare and timely file, or shall cause to be prepared and file or cause to be timely filed, at the expense of Seller, all Tax Returns of the Company required to be filed after the Closing Date for taxable periods ending on or before the Group Companies Closing Date and any Straddle Period; provided, that with respect to any Tax Return for all Tax Periods a taxable period ending on or prior to the Closing Date that are Date, (i) such Tax Return shall be prepared in a manner consistent with past practice of the Company unless otherwise required by applicable Law and (ii) if such Tax Return reflects a material amount of Tax for which the Seller Parties must indemnify the Purchaser, the Purchaser shall provide such Tax Return to the Stockholder for his review and comment at least thirty (30) days prior to the date on which such Tax Return is to be filed (or as soon as is reasonably practicable) and Purchaser shall consider in good faith the reasonable comments of the Stockholder with respect to such Tax Return. (b) The Stockholder shall prepare and timely file, or shall cause to be prepared and timely filed, all Tax Returns of the Company required to be filed after the Closing Date. Such Date for taxable periods ending on or before the Closing Date and that are income Tax Returns and reflect items of income, loss, deduction or credit which the Stockholder is required to report on his income Tax Returns; provided, that with respect to any Tax Return for a taxable period ending on or prior to the Closing Date, (a) such Tax Return shall be prepared in a manner consistent with the Allocation Schedule, if applicable, and with the past practices practice of the Group Companies, except as Company unless otherwise required by applicable Law and (b) the Stockholder shall provide such Tax Law or changes in facts. Seller shall permit Buyer Return to the Purchaser for its review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 thirty (30) days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any on which such Tax Return must is to be signed by Buyer, any Affiliate thereof or the Group Companies filed (or any representative as soon as is reasonably practicable) and Stockholder shall consider in good faith the reasonable comments of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order Purchaser with respect to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Law.

Tax Returns. Following (i) The Company shall prepare or cause to be prepared, in accordance with past practice (except as required by a change in applicable Legal Requirements), and timely file or cause to be timely filed all Tax Returns of the ClosingCompany and each other Acquired Company for all periods ending on or before the Closing Date that are required to be filed prior to the Closing Date, Seller shall provide drafts of each such income or other material Tax Returns to Purchaser not less than 15 Business Days prior to the due date for such Tax Return (taking into account any validly obtained extensions of time to file), and shall consider in good faith any reasonable changes requested by Purchaser. Purchaser shall prepare or cause to be prepared and file or cause to be filed, at the expense of Seller, filed all other Tax Returns of the Company that are due (taking into account any validly obtained extensions) after the Closing Date, whether such Tax Returns are for the Group Companies for all Tax Periods taxable periods ending before, on or prior to the Closing Date that are required to be filed after the Closing Date. Such Purchaser shall provide to the Shareholders Representative drafts of each income Tax Returns Return of the Company that is due after the Closing (taking into account any validly obtained extensions), but that relates to a Pre-Closing Tax Period, which shall be prepared in a manner consistent accordance with the past practices of the Group Companiesapplicable law, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 days not less than 15 Business Days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following , and shall provide drafts of each other Tax Return that relates to a Pre-Closing Tax Period and reflects material Taxes for which the Closing, Buyer shall prepare or cause Selling Shareholders are liable pursuant to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days this Agreement not less than five Business Days prior to the due date for filing (including extensions) of such Tax Returns Return, and shall revise such consider in good faith the Shareholders Representative’s timely received reasonable comments. The costs and expenses of the preparation and filing by Purchaser of any Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies an Acquired Company for any Pre-Closing Tax Period shall be filedIndemnified Taxes; provided that, or caused with respect to be filedany such Tax Return the initial due date for the filing of which is after the Closing Date (taking into account valid extensions), only by Seller. Notwithstanding anything to such costs and expenses that are treated as Indemnified Taxes shall not exceed the contrary anywhere amount incurred for the preparation and filing of that Tax Return for the prior year (except in this Agreementcases where the Tax Return in question is being filed for the first time). (ii) In connection with the preparation of Tax Returns under Section 6.4(d), the Parties determination of the Net Working Capital Amount, and the determination of Indemnified Taxes, Purchaser and the Selling Shareholders agree that: (1) In the case of Taxes based on income, receipts or payroll of the Acquired Companies that all Transaction Deductions will be reported in Preare payable with respect to a Straddle Period, the portion of such Taxes allocable to (A) the portion of the Straddle Period ending on and including the Closing Date and (B) the portion of the Straddle Period beginning on the day after the Closing Date (the “Post-Closing Tax Periods Period”) shall be determined on the basis of a deemed closing at the end of the Closing Date of the books and records of the Acquired Companies (and otherwise treated as in the case of any Taxes attributable to Prethe ownership of any equity interest in any partnership or other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any comparable state, local or non-U.S. Legal Requirement), as if the taxable period of such partnership or other “flowthrough” entity or “controlled foreign corporation” ended as of the end of the Closing Tax Periods) Date), provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the extent permitted by Law.Closing, shall be allocated between 77

Tax Returns. (a) Following the ClosingClosing Date, Seller except as set forth in Section 8.1(d), the Securityholder Representative, at the Company Securityholders’ cost and expense shall prepare and timely file, or shall cause to be prepared and file or cause to be timely filed, at the expense of Seller, all Tax Returns for in respect of the Group Companies Company and its Subsidiaries for all Tax Periods taxable periods ending on or prior to before the Closing Date that are required to be filed (taking into account extensions) after the Closing DateDate for which the results of operations reflected on such Tax Returns are required to be reported in whole or in part on the Tax Returns of the Company Securityholders or any direct or indirect owner of the Company Securityholders (including, for the avoidance of doubt, IRS Form 1065 and Schedule K-1) due to the status of any such entity as a disregarded entity or partnership for income Tax purposes (“Pass-Through Tax Returns”). Such All such Pass-Through Tax Returns shall be prepared by treating items on such Pass-Through Tax Returns in a manner consistent with the past practices of the Group CompaniesCompany with respect to such items, except as otherwise required by this Agreement or by applicable Tax Law or changes in factsLaw. Seller shall permit Buyer At least twenty five (25) days prior to review and comment on filing any such Pass-Through Tax Returns (together, with schedules, statements and, or as soon as reasonably practicable following Closing to the extent requested by Buyer, supporting documentation) at least 30 days prior to the due date for filing (including extensions) for such Pass-Through Tax Return is within twenty five (25) days after Closing), the Securityholder Representative shall submit a copy of any such Pass-Through Tax Return, along with supporting work papers, to Parent. Parent shall be entitled to comment on such Pass-Through Tax Returns and the Securityholder Representative shall revise consider such Tax Returns to reflect any reasonable comments made by Buyer in good faith. If the Securityholder Representative does not receive comments from Parent at least five (5) days prior to the filing of such Pass- Through Tax Returns. If any , Parent shall be deemed to have no comments to such Pass-Through Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies Returns. (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. b) Following the ClosingClosing Date, Buyer Parent shall prepare and file, or cause to be prepared and file or cause to be filed, at the expense of BuyerParent’s cost and expense, all Tax Returns for that are not Pass-Through Tax Returns required to be filed by the Group Companies for all Straddle Company and its Subsidiaries after the Closing Date with respect to Pre-Closing Tax Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer Parent shall permit Seller the Securityholder Representative, at the Company Securityholders’ expense, to review and comment on each such Tax Returns Return that reflects a material amount of Tax for which the Indemnifying Parties would be liable pursuant to his Agreement at least twenty five (together, with schedules, statements and, 25) days prior to filing (or as soon as reasonably practicable following Closing to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of for such Tax Return is within twenty five (25) days after Closing). The Securityholder Representative shall be entitled to comment on such Tax Returns and Parent shall revise consider such Tax Returns to reflect any reasonable comments made by Seller in good faith. If Parent does not receive comments from the Securityholder Representative at least five (5) days prior to the filing of such Tax Returns, but only the Securityholder Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than five (5) days prior to the due date of the payment of Taxes on any Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 8.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation and reimbursement under Section 7.2(a), Parent shall be entitled to permanently retain a portion of the Indemnity Escrow Amount with a value equal to the amount of Taxes shown as due on such Tax Returns, to the extent such amount was not expressly taken into account in the failure to include such comments could reasonably be expected to increase the Liability calculation of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Unpaid Pre-Closing Tax Period Taxes, Adjusted Cash Consideration, otherwise in the purchase price as reasonably determined by Parent. (d) No later than fifteen (15) days after the Closing, the Securityholder Representative shall prepare and deliver to Parent for its review and approval a draft IRS Form 8937 completed with respect to the Mergers. The Securityholder Representative shall make any revisions to such draft IRS Form 8937 as may be reasonably requested by ▇▇▇▇▇▇. The Securityholder Representative shall be filed, or caused to be filed, only responsible for timely filing the IRS Form 8937 as approved by Seller. Notwithstanding anything ▇▇▇▇▇▇ and delivering copies of the IRS Form 8937 to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated Company Securityholders as attributable to Pre-Closing Tax Periods) to the extent permitted required by applicable Law.

Tax Returns. Following the Closing, (a) Seller shall prepare or cause to be prepared and file or cause to be filed, at the expense of Seller, filed when due all Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed for taxable periods of each Company and each Subsidiary of each Company ending on or before the Closing Date, and shall pay or cause to be paid any Taxes due in respect of such Tax Returns. No later than ninety (90) days after the Closing Date, Buyer shall cause each Company and each Subsidiary of each Company to furnish to Seller Tax information relating to such Company or such Subsidiary, consistent with the past practice and custom of Seller and such Company or such Subsidiary. Such All such Tax Returns (other than Income Tax Returns of any of the Section 338(h)(10) Companies) shall be prepared and filed in a manner consistent with the past practices practice of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review Companies and comment on such Tax Returns (together, with schedules, statements andtheir Subsidiaries, to the extent requested permitted by Buyer, supporting documentationLaw. (b) at least 30 days prior to the due date for filing (including extensionsExcept as provided in Section 6.3(a) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoingSection 6.3(e), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, filed when due all Tax Returns for the Group Companies for all required to be filed by any Company or any Subsidiary of any Company, and shall pay or cause to be paid any Taxes due in respect of such Tax Returns. (c) Any Tax Return required to be filed with respect to a Straddle Periods. Such Tax Returns Period of any Company or any Subsidiary of any Company shall be prepared in a manner consistent accordance with the past practices practice and custom of the Group Companies, except as otherwise required by applicable Tax Law Seller and such Company or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements andSubsidiary, to the extent requested permitted by SellerLaw, supporting documentationand shall be submitted (with copies of any relevant schedules, work papers and other documentation then available) at least 30 to Seller not less than the lesser of (i) twenty (20) days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax ReturnsReturn and (ii) half the number of days from the day after Closing to the due date for the filing of such Tax Return for Seller’s review and comment. If Seller provides Buyer with written instructions at least ten (10) days prior to the due date of the Tax Return (or at least one half the number of days between receiving the Tax Return and the due date if less) as to the manner in which any, but only or all, of the items for which it may be liable hereunder shall be reflected on such Tax Return, Buyer shall make such changes that are consistent with the past practice and custom of Seller, except to the extent not permitted by Law. ▇▇▇▇▇ and ▇▇▇▇▇▇ shall negotiate in good faith to resolve any dispute regarding such items. If ▇▇▇▇▇ and Seller are unable to resolve any such dispute, the failure dispute shall be referred to include the Accounting Firm for resolution, provided that if such comments could reasonably be expected dispute is not resolved prior to increase the Liability due date of the Tax Return, Buyer may still file the Tax Return and amend it if necessary when the dispute is resolved. (d) The party required by Law to pay any property Tax on any of the Transferred Assets for any Straddle Period shall timely file the Tax Return related to such Tax and shall timely pay such Tax in full. (e) The Person required by applicable Law to file any Tax Returns and other documentation with respect to any Transfer Taxes shall prepare and file such Tax Returns and pay the Taxes shown as due thereon and Seller for and Buyer shall each, and shall each cause their Affiliates to, cooperate in the timely preparation and filing of, and join in the execution of, any such Tax Returns and other documentation. (f) To the extent a party pays Taxes pursuant to this Agreement. Any amended Tax Return Section 6.3 for which such party is not responsible under Sections 6.1 and 6.2, the paying party shall provide the other party’s representative (Seller or Buyer, as the case may be), with written notice of such payment, and within ten (10) Business Days of receipt of such written notice of payment, the non-paying party’s representative shall reimburse the paying party for the non-paying party’s share of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawpaid Taxes.

Tax Returns. Following The Stockholders will have the Closingexclusive authority and obligation to prepare and timely file, Seller shall prepare or cause to be prepared and file or cause to be timely filed, at all Returns of the expense of Seller, all Tax Returns for the Group Companies for all Tax Periods Company that are due with respect to any taxable year or other taxable period ending on or prior to the Closing Date that are required to be filed after the Closing Date. Such Tax authority will include, but not be limited to, 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 will be reported or disclosed in such Returns; PROVIDED, HOWEVER, that such Returns shall will be prepared by treating items on such Returns in a manner consistent with the past practices of the Group Companiespractice with respect to such items, except as unless otherwise required by applicable Tax Law or changes in factslaw. Seller shall permit Buyer The Stockholders will provide to review Parent drafts of all Returns of the Company required to be prepared and comment on such Tax Returns (together, with schedules, statements and, to filed by the extent requested by Buyer, supporting documentation) Stockholders under this Section 5.1 at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at including any extensions). At least 30 15 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax ReturnsReturns (including any extensions), but only to Parent will notify the extent the failure to include such comments could reasonably be expected to increase the Liability Stockholders of the Seller for Taxes pursuant existence of any objection (specifying in reasonable detail the nature and basis of such objection) Parent may have to this Agreementany items set forth on such draft Returns (a "DISPUTE NOTICE"). Any amended Tax Return Parent and the Stockholders agree to consult and resolve in good faith any such objection. The Stockholders will not file any return without the prior written consent of the Group Companies Parent, which consent will not be unreasonably withheld or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be fileddelayed; PROVIDED, or caused to be filedHOWEVER, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions no such consent will be reported required if Parent shall not have timely delivered a Dispute Notice or the objections contained in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawsuch Dispute Notice shall have been finally resolved.

Tax Returns. Following the Closing(a) The Sellers’ Representative shall prepare, Seller shall prepare or cause to be prepared and file or cause to be filed, at the expense of Sellerprepared, all income Tax Returns for the Group Companies for all Company that relate to Tax Periods periods ending on or prior to before the Closing Date Date, but that are required to be filed after the Closing Date. Such The Sellers’ Representative shall prepare, or cause to be prepared, such Tax Returns shall be prepared in a manner consistent consistently with the past practices practice of the Group CompaniesCompany in filing their Tax Returns, except as otherwise required by applicable Tax Law or changes in factsLegal Requirements. Seller The Sellers’ Representative shall permit provide Buyer to review and comment on with a draft of each such Tax Returns Return (together, with schedules, statements and, to the extent requested by Buyer, supporting documentationincluding relevant work papers) at least 30 twenty (20) days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following The Sellers’ Representative shall permit Buyer to review, comment on and approve in writing (such approval not to be unreasonably withheld, conditioned or delayed) each such Tax Return prior to finalizing such Tax Return. No fewer than two (2) Business Days prior to the Closingdue date for filing each such Tax Return, the Sellers’ Representative shall deliver to Buyer the finalized form of such Tax Return. Subject to Article IX, including Section 9.2(b)(iv), Buyer shall prepare timely file, or cause to be prepared and file timely filed, with the applicable Governmental Authority, each such Tax Return. (b) Buyer shall prepare, or cause to be filed, at the expense of Buyerprepared, all non-income Tax Returns for the Group Companies for all Straddle PeriodsCompany that relate to Tax periods ending on or before the Closing Date, but that are required to be filed after the Closing Date. Such Buyer shall prepare, or cause to be prepared, such Tax Returns shall be prepared in a manner consistent consistently with the past practices practice of the Group CompaniesCompany in filing their Tax Returns, except as otherwise required by applicable Tax Law or changes in factsLegal Requirements. Buyer shall permit Seller to review and comment on provide the Sellers’ Representative with a draft of each such Tax Returns Return (together, with schedules, statements and, to the extent requested by Seller, supporting documentationincluding relevant work papers) at least 30 twenty (20) days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Return. Subject to the immediately following sentence, Buyer shall permit the Sellers’ Representative to review, comment on and approve in writing (such approval not to be unreasonably withheld, conditioned or delayed) each such Tax Return prior to finalizing such Tax Return. Subject to Article IX, including Section 9.2(b)(iv), Buyer shall timely file, or cause to be timely filed, with the applicable Governmental Authority, each such Tax Return. (c) Buyer shall prepare, or cause to be prepared all Tax Returns for the Company that relate to any Straddle Period (“Straddle Period Tax Returns”). Buyer shall prepare, or cause to be prepared, such Straddle Period Tax Returns consistently with the past practice of the Company in filing their Tax Returns, but only except as otherwise required by applicable Legal Requirements. Buyer shall provide the Sellers’ Representative with a draft of each such Straddle Period Tax Return (including relevant work papers) at least twenty (20) days prior to the extent due date for the failure filing of such Straddle Period Tax Return. Subject to include the immediately following sentence, Buyer shall permit the Sellers’ Representative to review, comment on and approve in writing (such comments could reasonably approval not to be expected unreasonably withheld, conditioned or delayed) each such Straddle Period Tax Return prior to increase finalizing such Straddle Period Tax Return. Subject to Article IX, including Section 9.2(b)(iv), Buyer shall timely file, or cause to be timely filed, with the Liability applicable Governmental Authority, each such Straddle Period Tax Return. (d) The determination of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim Company for Tax refund on behalf the portion of the Group Companies for any Pre-Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Tax Period shall be filed, or caused Date is to be fileddetermined by assuming that the Straddle Period consisted of two (2) taxable years or periods, only one of which ended at the close of the Closing Date and the other of which began at the beginning of the day immediately following the Closing Date, and items of income, gain, deduction, loss or credit, and any apportionment factors of the Company for the Straddle Period, are to be allocated between such two (2) taxable years or periods on a “closing of the books basis” by Sellerassuming that the books of the Company were closed at the close of the Closing Date. Notwithstanding anything However, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (ii) periodic Taxes, such as real and personal property Taxes, are to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawapportioned ratably between such periods on a daily basis.

Tax Returns. Following the Closing, Seller (a) The Company shall prepare or cause to be prepared and file or cause to be filed, at the expense of Seller, filed all Tax Returns for of the Group Companies Company for all Tax Periods periods ending on or prior to the Closing Date that which are required to be filed after the Closing Date. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller The Company shall permit Buyer the Stockholder Representatives to review and comment on each such Tax Return described in the preceding sentence prior to filing and shall make such revisions to such Tax Returns (together, with schedules, statements and, to the extent as are reasonably requested by Buyer, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax ReturnsStockholder Representatives. If any No such Tax Return must shall be signed by Buyer, any Affiliate thereof or filed without the Group Companies (or any representative prior consent of the foregoing)Stockholder Representatives, Buyer agrees that it will, which consent shall not be unreasonably withheld or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer delayed. (b) The Company shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all filed any Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of any of the Group Companies, except as otherwise required by applicable Company for Tax Law or changes in factsperiods which begin before the Closing Date and end after the Closing Date. Buyer The Company shall permit Seller the Stockholder Representatives to review and comment on each such Tax Return described in the preceding sentence prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Stockholder Representatives. No such Tax Return shall be filed without the prior consent of the Stockholder Representatives, which consent shall not be unreasonably withheld or delayed. (togetherc) On or after the Closing Date, with schedulesneither Purchaser nor the Company or any Stockholder, statements andrespectively, shall amend any Tax Return, consent to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability waiver or extension of the Seller for statute of limitations relating to Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies Company, take any Tax position on any Tax Return, or claim for compromise or settle any Tax refund on behalf liability, if such action could have the effect of increasing the Tax liability or reducing any Tax asset of the Group Companies for any Pre-Closing Tax Period Stockholders or Purchaser, respectively, in each case, without the other party’s written consent, which consent shall not be filed, unreasonably withheld or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawdelayed.

Tax Returns. Following Prior to the Closing, Seller the Company shall prepare and timely file, or shall cause to be prepared and file or cause to be timely filed, at the expense of Seller, all Tax Returns for in respect of the Company Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed after (taking into account any extension) on or before the Closing Date, and the Company shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group CompaniesCompany Group, except as otherwise required by applicable Tax Law or changes in factsLaw. Seller shall permit Buyer At least fifteen (15) Business Days prior to review and comment on filing any such Tax Returns (togetherReturn, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 days prior to the due date for filing (including extensions) Company shall submit a copy of such Tax Returns Return to Parent for Parent’s review, comment and approval, which approval shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returnsnot be unreasonably withheld, conditioned or delayed. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer Parent shall prepare or cause to be prepared and timely file or cause to be filed, at the expense of Buyer, timely filed all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies Company for any Pre-Closing Tax Period and any Straddle Period that are filed after the Closing Date. Parent shall permit the Representative to review each such Tax Return at least fifteen (15) Business Days prior to filing. The Representative shall be filedentitled to comment on such Tax Returns and reasonably request revisions, or caused to be filed, only by Seller. Notwithstanding anything subject to the contrary anywhere in this Agreementconsent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed. Each Company Stockholder shall pay to Parent such Company Stockholder’s Pro Rata Share of the Parties agree that all Transaction Deductions will be reported in amount of Taxes shown as due on any such Tax Return to the extent allocable to the Pre-Closing Tax Periods Period (and otherwise treated as attributable to Pre-Closing Tax Periods) in each case determined under the principles set forth in the definition of Indemnified Taxes), except to the extent permitted by Lawsuch Taxes were expressly included in the calculation of Debt.

Tax Returns. Following the Closing, Seller (a) The Purchaser shall prepare and file, or cause to be prepared and file or cause to be filed, at the expense of Seller, all Tax Returns required to be filed by the Company for the Group Companies for all Tax Periods ending on or prior to the any Pre-Closing Date Period that are required to be filed after the Closing Date. The Purchaser shall provide to the Sellers’ Agent a copy of all such Tax Returns and all Tax Returns required to be filed with respect to the Business after the Closing Date and as to which Excluded Tax Liabilities are allocable to the Sellers, as soon as reasonably possible but at least thirty (30) days before such Tax Returns are required to be filed. The Purchaser shall provide with all such Tax Returns a statement indicating the amount of Tax shown on such Tax Returns that is allocable to the Sellers. The Sellers’ Agent shall notify the Purchaser of any proposed revisions to such Tax Returns within ten (10) days after receipt of such Tax Returns from the Purchaser. The Purchaser shall reflect such revisions in such Tax Returns except where such revisions are unreasonable, inconsistent with prior practice or contrary to applicable Tax Laws. In order to enable the Purchaser to provide to the Sellers’ Agent copies of Tax Returns at least thirty (30) days before such Tax Returns are required to be filed, the Sellers’ Agent and the Sellers shall provide the information and assistance requested by the Purchaser relating to any of the Company or the Business as is reasonably necessary for the preparation of such Tax Returns within such time frame. The Purchaser’s information or assistance requests shall be sent to the Sellers’ Agent with reasonable prior notice. If the Purchaser were to consider that the Sellers have not timely provided the requested information or assistance, the Purchaser shall nevertheless provide to the Sellers’ Agent the Tax Returns as soon as they are available. The Purchaser shall not, and shall not permit the Company to, amend any Tax Return referred to under this Section (including granting an extension of any applicable statute of limitations) or make or change any Tax election for any Pre-Closing Period or Straddle Period without the prior written consent of the Sellers’ Agent, such consent to not be unreasonably withheld or delayed. (b) The Purchaser shall be responsible for preparing and timely filing any Tax Returns required with respect to any Transfer Taxes relating to the Transferred Shares and the Transferred Assets. Such Tax Returns shall be prepared in a manner consistent with the past practices allocation of the Group CompaniesBusiness Purchase Price pursuant to Section 2.10. (c) The Sellers will prepare and file, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file filed, when due all Tax Returns required to be filed with respect to the Business on or before the Closing Date. The Purchaser will prepare and file, or cause to be prepared and filed, at the expense of Buyerwhen due, all Tax Returns for required to be filed with respect to the Group Companies for Business after the Closing Date. (d) The Seller undertakes to comply and fullfill, duly and timely, all Straddle Periods. Such Tax Returns shall be prepared the obligations provided by Law in a manner consistent with the past practices case of termination of the Group Companiestax consolidation (consolidato nazionale) including, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (togetherbut not limited to, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only the communication to the extent Italian Tax Authorities regarding the failure to include early termination of such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawtax consolidation.

Tax Returns. Following (a) Company Representative shall, at Shareholders’ expense and with the ClosingCompany’s and ▇▇▇▇’▇ reasonable cooperation, Seller shall prepare or cause to be prepared and file or cause filed all Returns of the Company required to be filed, at the expense of Seller, all Tax Returns for the Group Companies filed for all Tax Periods ending on or prior to before the Closing Date that are required Date. Following Closing, ▇▇▇▇ shall file consolidated or combined federal and state income Tax Returns with the Company so as to terminate the Company’s income Tax year as of the end of the Closing Date. The Company Representative shall deliver to ▇▇▇▇ for its review a draft of each such Return to be filed after the Closing DateDate not fewer than 30 days before the deadline for filing such Return, including extensions (or, if such Returns are due within 30 days after the Closing Date or the end of the applicable Tax Period with respect to which such Return is filed, as soon as reasonably practicable). Such Tax ▇▇▇▇ shall notify the Company Representative in writing of any objection to a draft Return within 15 days after the draft Return is delivered to ▇▇▇▇ (or, if such Return is due within 15 days after the draft Return is delivered, as soon as reasonably practicable). If ▇▇▇▇ so notifies the Company Representative of any objection to a draft Return (specifying in reasonable detail the nature of such objection), ▇▇▇▇ and the Company Representative shall attempt, in good faith, to mutually resolve any disagreements regarding such draft Return. Any disagreements regarding the draft Returns that are not resolved within an additional 10-day period by the Company Representative and ▇▇▇▇ shall be resolved by the (“Independent Accounting Firm”), whose decision shall be final and whose fees shall be shared equally by Shareholders (in accordance with their respective Allocable Portions) and ▇▇▇▇. Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared in a manner consistent (with any changes to which the past practices Company Representative and ▇▇▇▇ agree prior to the date of filing reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then ▇▇▇▇ shall cause such Returns to be amended to reflect such changes. The Company or ▇▇▇▇ shall timely pay any Taxes of the Group Companies, except Company shown as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment due on such Tax Returns. (b) Except as provided in Section 9.1(a), ▇▇▇▇ shall, at its expense, cause the Company to prepare and file all Returns of the Company due after the Closing Date. ▇▇▇▇ shall deliver to the Company Representative for review a draft of each Return of the Company to be filedafter the Closing Date that may give rise to any Tax liability of the Company for which Shareholders may be liable hereunder not fewer than thirty (together30) days before the deadline for filing such Return, including extensions (or if such Returns are due within thirty (30) days after Closing or the end of the applicable Tax Period with schedulesrespect to which such Return is filed, statements andas soon as reasonably practicable). The Company Representative shall ▇▇▇▇▇▇ ▇▇▇▇ in writing of any objections to a draft Return within twenty (20) days after the draft Return is delivered to the Company Representative (or, if such return is due within thirty (30) days after the draft Return is delivered to the Company Representative, as soon as reasonably practicable but not later than five (5) days before the deadline for filing such Return). If the Company Representative so notifies ▇▇▇▇ of any objections to a draft Return (specifying in reasonable detail the nature of such objection), ▇▇▇▇ and the Company Representative shall attempt, in good faith, to mutually resolve any disagreements regarding such draft Return. Any disagreements regarding the extent requested draft Returns that are not resolved within an additional 10-day period by Buyerthe Company Representative and ▇▇▇▇ shall be resolved by a mutually-agreed upon independent accounting firm, supporting documentationwhose decision shall be final and whose fees shall be shared equally by Shareholders (in accordance with their respective Allocable Portions) at least 30 days and ▇▇▇▇. Returns that are subject to any disagreement shall not be filed until such disagreement is resolved; provided, however, that, if such Returns must be filed in order to avoid a penalty, such Returns may be filed as prepared (with any changes to which the Company Representative and ▇▇▇▇ agree prior to the due date for of filing (including extensions) of reflected therein), and, if further changes are agreed upon or required by the Independent Accounting Firm, then ▇▇▇▇ shall amend such Tax Returns and shall revise such Tax Returns to reflect such changes. The Company or ▇▇▇▇ shall timely pay any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative Taxes of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies Company for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawPeriod.

Tax Returns. Following the Closing(a) Seller, Seller at its own cost and expense, shall prepare and file, or cause to be prepared and file or cause to be filed, at the expense of Seller, all Tax Returns of the Company for the Group Companies for all any Tax Periods period ending on or prior to before the Closing Date that are required to be filed after (the Closing Date“Seller Prepared Returns”). Such Tax All Seller Prepared Returns shall be prepared in on a manner basis consistent with the past prior practices of the Group Companies, except as unless otherwise required by applicable Tax Law or changes in factsApplicable Law. Seller will provide Buyer with copies of any Seller Prepared Return (which, for avoidance of doubt, shall permit Buyer not include any income Tax Returns of Seller or the Company for periods prior to the Conversion) for Buyer’s reasonable review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 days prior to the filing due date for filing (including extensions) by giving effect to any applicable extension). If Buyer objects to any item on such Seller Prepared Return, it shall within 15 days after delivery of such Tax Returns Return, notify Seller in writing of any objection, specifying with reasonable particularity any such item and stating the factual or legal basis for such objection. If a notice of objection is timely delivered to Buyer, the Parties shall revise cooperate in good faith to resolve any such Tax Returns disagreement. If a notice of objection is timely delivered to reflect Seller, the Parties shall cooperate in good faith to resolve any reasonable comments made by Buyer such disagreement. If the Parties are unable to resolve any disagreement at least five days prior to the filing due date, they shall submit the dispute to an Independent Accounting Firm for resolution, which shall be binding on the Parties. The fees and expenses of the Independent Accounting Firm shall be paid as follows: (i) 50% of such Tax Returnsfees shall be paid by Buyer and (ii) 50% of such fees shall be paid by Seller. If any such the Independent Accounting Firm is unable to resolve the dispute prior to the filing due date, the applicable Tax Return must shall be signed filed as prepared by BuyerSeller, any Affiliate thereof or and if required by the Group Companies (or any representative decision of the foregoing)Independent Accounting Firm, Buyer agrees that it willSeller shall amend and refile, or will cause such other parties tocaused to be amended and refiled, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, . (b) Buyer shall prepare prepare, or cause to be prepared and file or cause to be filed, at the expense of Buyerprepared, all Tax Returns for the Group Companies Company for all any Straddle PeriodsPeriod (each a “Straddle Period Return”) and shall allocate Taxes with respect to any Straddle Period in accordance with Section 8.2. Such Tax All Straddle Period Returns shall be prepared in on a manner basis consistent with the past prior practices of the Group Companies, except as unless otherwise required by applicable Tax Law or changes in factsApplicable Law. Buyer shall permit will provide Seller to with a copy of any Straddle Period Return, for its reasonable review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the filing due date for filing (including extensions) by giving effect to any applicable extension). If Seller objects to any item on such Straddle Period Return, it shall within 15 days after delivery of such Tax Returns Return, notify Buyer in writing of any objection, specifying with reasonable particularity any such item and shall revise stating the factual or legal basis for such Tax Returns objection. If the Parties are unable to reflect resolve any reasonable comments made by Seller disagreement at least five days prior to the filing due date, they shall submit the dispute to an Independent Accounting Firm for resolution, which shall be binding on the Parties. The fees and expenses of the Independent Accounting Firm shall be paid as follows: (i) 50% of such fees shall be paid by Buyer and (ii) 50% of such fees shall be paid by Seller. If the Independent Accounting Firm is unable to resolve the dispute prior to the filing due date, the applicable Tax Return shall be filed as prepared by ▇▇▇▇▇, and if required by the decision of the Independent Accounting Firm, Buyer shall amend and refile, or caused to be amended and refiled, such Tax Return. (c) Seller shall be liable for and pay to Buyer all Taxes properly allocated to the pre-Closing portion of any Straddle Period Return, at least three Business Days prior to the due date of such Tax ReturnsReturn (after taking into account all appropriate extensions), but only except to the extent on a dollar-for-dollar basis of any Tax included in the failure to include such comments could reasonably be expected to increase the Liability calculation of Debt or any other component of the Seller for Taxes pursuant to Purchase Price as finally determined. (d) Notwithstanding any other provisions in this Agreement. Any amended , if a Proceeding is commenced, an adjustment is proposed or any other claim is made by any taxing authority with respect to a Tax Return liability of the Group Companies Company or claim for Tax refund on behalf of the Group Companies for any Oldco relating to a Pre-Closing Tax Period or Straddle Period (“Tax Claim”), Buyer shall be filednotify Seller in writing promptly and in any event within 30 days after receiving any written notice from such taxing authority stating the nature and basis of any Tax Claim; provided that, or caused to be filedno delay on the part of Buyer in notifying Seller will relieve Seller from any indemnification obligation under this Agreement unless, only by Seller. Notwithstanding anything and then solely to the contrary anywhere in this Agreementextent that, Seller is actually and materially prejudiced by such delay. Seller will have the Parties agree that all Transaction Deductions will be reported in right to handle, defend, conduct and control any Tax Claim relating solely to a Pre-Closing Tax Periods (Period, provided that Seller shall inform Buyer of Seller’s intent to control such Tax Claim within 10 days after receiving notice of such Tax Claim from Buyer. Buyer will have the right to handle, defend, conduct and otherwise treated as attributable control any Tax Claim relating to any Straddle Period or any Tax Claim relating to a Pre-Closing Tax PeriodsPeriod for which Seller does not provide timely notice of intent to control. With respect to any Tax Claim: (i) the non-controlling Party, at its sole cost and expense, shall have the right to participate in the Tax Claim; (ii) the controlling Party shall keep the non-controlling Party reasonably informed about the conduct of such Tax Claim; (iii) the controlling Party shall consider in good faith any suggestions made by the non-controlling Party about the conduct of any such Tax Claim; (iv) the controlling Party shall provide copies to the non-controlling Party of all material correspondence and other written communications between the controlling Party and any taxing authority relating to such Tax Claim; and (v) the controlling Party shall not settle any such Tax Claim without the non-controlling Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed. To the extent permitted by Lawany inconsistency between this Section 8.1(d) and Section 9.3(a), the provisions of this Section 8.1(d) will control.

Tax Returns. Following the Closing(i) Seller, Seller at its sole cost and expense, shall (A) prepare and timely file (or cause each Company and its Subsidiaries to be prepared prepare and file or cause to be filed, at the expense of Seller, timely file) all Tax Returns for the Group Companies for all Tax Periods ending of each Company and each Subsidiary of each Company due on or prior to the Closing Date (specifically including, without limitation, all 2018 Tax Returns) (the “Pre-Closing Tax Returns” or the “Seller Prepared Returns”); and (B) timely pay (or cause each Company or its Subsidiaries to timely pay) all Taxes that are required shown as payable with respect to be filed after the Closing Dateany Seller Prepared Returns. Such Tax Returns Each Seller Prepared Return shall be prepared in accordance with existing procedures and practices and accounting methods of a manner consistent with Company or the past practices applicable Subsidiary of a Company. Each Company Return due after the Group Companies, except as otherwise required Closing Date that needs to be filed by applicable Tax Law a Company or changes in facts. Seller any Subsidiary of a Company shall permit Buyer be submitted to Purchaser for review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 thirty (30) days prior to the due date for filing (including extensions) of such the Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax ReturnsReturn. If Purchaser objects to any item on any such Tax Return must be signed by BuyerReturn, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing within ten (10) days after delivery of such Tax Return, notify 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. Following If a notice of objection is duly delivered, Purchaser and Seller will negotiate in good faith and use their best efforts to resolve such items. If Purchaser and Seller are unable to reach such agreement within five (5) days after receipt by Seller of the Closingnotice of objection, Buyer the disputed items will be submitted to a nationally recognized independent accounting firm (the “Referee”), chosen by and mutually acceptable to both Purchaser and Seller within two (2) days of the date on which the need to choose the Referee arises. The Referee will resolve any disputed item within five (5) days of having the item referred to it pursuant to such procedures as it may require. The parties will promptly act to implement the decision of the Referee. The costs, fees and expenses of the Referee will be shared equally between Seller, on the one hand, and Purchaser, on the other. If a disputed issue is not resolved by the due date for the Tax Return (taking into account all available extensions), the Tax Return will be filed as prepared, and an amended Tax Return will be filed if necessary to reflect the Referee’s decision. Purchaser shall prepare or cause the Company to file all applicable Seller Prepared Returns timely and to be prepared and file or cause delivered to be filedPurchaser in accordance with this Section 13(b)(i). (ii) Purchaser, at the expense its sole cost and expense, shall (A) cause each Company and each Subsidiary of Buyer, each Company to prepare and timely file all Tax Returns other than the Seller Prepared Returns required to be filed by the Company after the Closing Date (excluding any extensions of Pre-Closing Tax Returns) (the “Purchaser Prepared Returns”); and (B) timely pay (or cause each Company or its Subsidiaries to timely pay) all Taxes that are shown as payable with respect to any Seller Prepared Returns. Each Company Return for the Group Companies for all a Straddle Periods. Such Tax Returns Period shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit submitted to Seller to for review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 thirty (30) days prior to the due date for filing of the Tax Return. If Seller object to any item on any such Tax Return, they will, within ten (including extensions10) days after delivery of such Tax Returns Return, notify Purchaser in writing that they so object, 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 will negotiate in good faith and use their best efforts to resolve such items. If Purchaser and Seller are unable to reach such agreement within five (5) days after receipt by Purchaser of the notice of objection, the disputed items will be submitted to the Referee. The Referee will resolve any disputed item within five (5) days of having the item referred to it pursuant to such procedures as it may require. The parties will promptly act to implement the decision of the Referee. The costs, fees and expenses of the Referee will be shared equally between Seller, on the one hand, and Purchaser, on the other. If a disputed issue is not resolved by the due date for the Tax Return (taking into account all available extensions), the Tax Return will be filed as prepared, and an amended Tax Return will be filed if necessary to reflect the Referee’s decision. (iii) Notwithstanding any other provision of this Section 13(b), Seller, at its sole cost and expense, shall revise such be solely responsible for filing all of the Tax Returns required to reflect any reasonable comments made be filed by Seller prior to and paying all of the filing of such Tax Returns, but only Taxes due and owing by Seller (including to the extent the failure attributable to include such comments could reasonably be expected to increase the Liability income of the Seller Company or any of its Subsidiaries that flows up to Seller). Notwithstanding any other provision of this Section 13(b), Purchaser, at its sole cost and expense, shall be solely responsible for filing all of the Tax Returns required to be filed by Purchaser and paying all of the Taxes pursuant due and owing by Purchaser (including to this Agreement. Any the extent attributable to income of the Company or any of its Subsidiaries that flows up to Purchaser). (iv) Purchaser will not permit a Company or any Subsidiary of a Company to file any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any a Pre-Closing Tax Period shall without the prior written consent of Seller. (v) No Tax Return described in this Section 13(b) will be filedprepared by Purchaser or Seller in a manner not reasonably consistent with past practice, or caused to be filedwith a change of any material election or accounting method, only by Seller. Notwithstanding anything to if such inconsistency or change would have the contrary anywhere in this Agreementeffect of benefiting one party and would have a material detrimental effect on the other party, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) except to the extent permitted by Lawotherwise required due to a change in applicable law or regulations.

Tax Returns. Following (a) Sellers shall prepare, or cause to be prepared, and file or cause to be filed when due, all income and franchise Tax Returns with respect to Taxes that are required to be filed by or with respect to each Company which relate to taxable periods ending on or before the ClosingClosing Date and which are required to be filed after the Closing Date (collectively, the “Seller Tax Returns”). Sellers shall prepare such Tax Returns consistent with past practice, or to the extent that a matter was not covered in past practice, consistent with applicable Law. Sellers shall provide a copy of each such Tax Return to Purchaser not less than forty (40) days prior to the due date (including extensions) for filing such Seller Tax Return. Purchaser shall be entitled to review such Seller Tax Return for fifteen (15) days after receipt thereof, and no such Seller Tax Return shall be filed without the express prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding any other provision contained herein, if Purchaser does not receive any such Seller Tax Return on or before forty (40) days prior to the due date (including extensions) for filing (or, if the date that is forty (40) days prior to such due date is not a Business Day, the next following Business Day), then Purchaser shall be permitted to prepare and file or cause to be prepared and filed such Seller Tax Return without the consent of Sellers and without providing Sellers with any opportunity to review such Seller Tax Return, provided that, in such case, Purchaser shall prepare such Seller Tax Return consistent with past practice, or to the extent that a matter was not covered in past practice, consistent with applicable Law. Each Company shall pay or cause to be paid to the taxing authority any and all Taxes due with respect to the periods covered by such Seller Tax Returns, unless such Taxes are being contested in good faith; provided, however, that nothing in this Section 12.1 shall be construed to limit the indemnification rights of Purchaser or Parent or the indemnification obligations of Sellers set forth in Article X. Purchaser and the Companies shall provide assistance as reasonably requested by Sellers in connection with the preparation of such Seller Tax Returns, and shall cause a duly authorized representative of the respective Company to sign such Seller Tax Returns. (b) Purchaser shall prepare, or cause to be prepared, and file or cause to be filed, at the expense of Seller, filed when due all other Tax Returns for of the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed after the Closing DateDate (collectively, the “Purchaser Tax Returns”). Such Purchaser shall provide a copy of each such Purchaser Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer Return to review and comment on such Tax Returns (together, with schedules, statements and, Sellers to the extent requested by Buyer, supporting documentationit constitutes a Straddle Period Tax Return not less than twenty (20) at least 30 days prior to the due date for filing (including extensions) of for filing such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Purchaser Tax Return. Following Sellers shall be entitled to review such Purchaser Tax Return for fifteen (15) days after receipt thereof and no such Purchaser Tax Return shall be filed without the Closingexpress prior written consent of Sellers, Buyer which consent shall prepare not be unreasonably withheld, delayed or conditioned. Purchaser shall cause each Company to pay or cause to be prepared paid to the taxing authority any and file all Taxes due with respect to the periods covered by such Purchaser Tax Returns, unless such Taxes are being contested in good faith; provided, however, that nothing in this Section 12.1 shall be construed to limit the indemnification rights of Purchaser or cause Parent or the indemnification obligations of Sellers set forth in Article X. Purchaser shall also deliver to Sellers an allocation between the pre-Closing and post-Closing portions of the Straddle Period consistent with Section 10.6(a) of any Taxes shown to be filed, at the expense of Buyer, all due on such Straddle Period Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns not less than twenty (together, with schedules, statements and, to the extent requested by Seller, supporting documentation20) at least 30 days prior to the due date for filing (including extensions) of for filing for such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Straddle Period Tax Return of for review and approval. If Sellers are unable to approve the Group Companies or claim for Tax refund on behalf of allocation schedule within the Group Companies for any Pre-Closing Tax Period fifteen (15)-day period following the receipt thereof, the issue shall be filedsubmitted to Accountant to resolve in a final binding manner, or caused to whose expenses shall be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (shared equally between Sellers and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawPurchaser.