Common use of Tax Returns Clause in Contracts

Tax Returns. Except as set forth on Schedule 6.16.1, (a) all material Tax Returns required to be filed by or on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company in connection with any Tax Returns covering such Acquiror Company or with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paid.

Tax Returns. Except as set forth on Schedule 6.16.1, (ai) Parent shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all material Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on behalf or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Acquiror Companies have been that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, 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 filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by 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 (at the time they were filedI) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required this sentence. With respect to have been paid (whether or not reflected on any Tax Return) have been fully and timely paidReturns to be filed by Parent under this Section 8.2(b)(i), except those Taxes 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 are presently being contested in good faith or would have the effect of accelerating deductions to periods for which an adequate reserve 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 payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested Closing Date or, with respect to any Acquiror Company in connection Straddle Period, the 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 Returns covering such Acquiror Company Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or with respect to any Taxes payable by it; (d) Buyer, as the case may be, but in no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported event earlier than 10 business days prior to the appropriate Governmental Authority all amounts required to be so collected or withheld due date for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that paying such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidTaxes.

Tax Returns. Except as set forth on Schedule 6.16.1, (ai) Seller shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all material Tax Returns that are required to be filed by or with respect to the Companies for taxable years or periods ending on or before the Closing Date (in the case of Tax Returns required to be filed by or with respect to the Companies on behalf a combined, consolidated or unitary basis with Seller or any Affiliate thereof other than solely the Companies) or due on or before the Closing Date (with respect to other Tax Returns), and in each case Seller shall remit or cause to be remitted any Taxes shown to be due in respect of the Acquiror Companies have been such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the Companies for taxable years or periods ending on or prior to the Closing Date and for Straddle Periods and Buyer shall remit or cause to be remitted any Taxes shown to be due in respect of such Tax Returns. With respect to Tax Returns to be filed by Buyer pursuant to the preceding sentence (x) such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns which would have any adverse effect on the Companies, Seller or any Affiliate thereof or on any obligation of Seller under this Agreement (including, without limitation, any position which would have the effect of accelerating income to periods for which Seller is liable or deferring deductions to periods for which Buyer is liable) and (y) such Tax Returns and the workpapers and calculations supporting the Taxes due in respect of such Tax Returns shall be submitted to Seller not later than 20 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) (in each case taking into account all extensions properly obtained) for review and approval by Seller, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (at x) of this sentence. Seller or Buyer shall pay the time they were filedother party for the Taxes for which Seller or Buyer, respectively, is liable pursuant to Section 8.2(a) and but which are true, correct and complete in all material respects; payable with any Tax Return to be filed by the other party pursuant to this paragraph (b) all material Taxes upon the written request of each Acquiror Company required the party entitled to have been paid (whether payment, setting forth in detail the computation of the amount owed by Seller or not reflected on any Tax Return) have been fully and timely paidBuyer, except those Taxes which are presently being contested in good faith or for which an adequate reserve for as the case may be. Such payment shall be made within 10 days of such Taxes has been established on the Acquiror Balance Sheet; (c) request, but in no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company in connection with any Tax Returns covering such Acquiror Company or with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported event earlier than 10 days prior to the appropriate Governmental Authority all amounts required to be so collected or withheld due date for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that paying such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidTaxes.

Tax Returns. Except as set forth on Schedule 6.16.1, (ai) Seller Parent shall prepare or cause to be prepared all material Tax Returns 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 behalf or before the Closing Date. Such Tax Returns shall be prepared in a manner consistent with Seller Parent’s past practice in respect of the Acquiror Companies have been timely Transferred Entities. Seller Parent shall remit any Tax Returns described in the preceding sentence together with all documentation upon which such Tax Returns are based to Buyer Ultimate Parent not later than 45 Business Days before the applicable due date (including extensions) of such Tax Returns for its review and comment, which Buyer Ultimate Parent shall complete not later than 30 Business Days before the applicable due date of such Tax Returns, provided however, in each case that it is not impractical to do so. If, upon expiration of Buyer Ultimate Parent’s period of review set forth in the preceding sentence, the parties disagree as to any item reflected on such Tax Return, Seller Parent’s original proposal shall become final, provided that if Buyer Ultimate Parent reasonably believes that, (x) in the case of an item in a Tax Return being made for U.S. Tax purposes such item is not supported by “substantial authority” (as defined in Treasury Regulation Section 1.6662-4(d)(2)); or (y) in all other cases such item is not supported by sufficient authority for a filing to be made in the appropriate jurisdiction without risk of penalty under the relevant Tax Law, the item shall be submitted for resolution pursuant to the procedures set forth in Section 6.5(a)(ii). Buyer Ultimate Parent shall file or cause the Transferred Entities to or cause to be filed and when due all such Tax Returns were (at and pay or cause to be paid the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required shown to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company in connection with any Tax Returns covering such Acquiror Company or with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported due thereon to the appropriate Governmental Authority all amounts required 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 so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on taken, any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulingsaction inconsistent with, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate stateviolation of, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidLaw.

Tax Returns. Except as set forth on Schedule 6.16.1, (a) ONEOK shall prepare (or cause to be prepared) and timely file all material Tax Returns required to be filed by or on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on with any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested Authority with respect to the Entities for all Tax Periods ending on or before the Closing Date and shall pay all Taxes (in excess of any Acquiror Company in connection with any Tax Returns covering such Acquiror Company or applicable accruals therefor included within the calculation of Final Closing Working Capital) due with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file such Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and Returns. Northern Border shall timely collected or withheld, paid over and reported to the appropriate Governmental Authority pay all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto to such Tax Returns to the extent of any applicable accruals included within the calculation of Final Closing Working Capital. ONEOK shall provide Northern Border with drafts of such Tax Returns at least 10 days prior to the due date for filing such Tax Returns (taking into account extensions) for Northern Border’s review and comment; provided that in the case of a Tax Return which is a Consolidated Return, ONEOK shall only be required to provide the portions of such Consolidated Return relating solely to the income, gain, loss and deduction of the Entities. The final form of any such Tax Return required to be provided to Northern Border (and the portion of any such Consolidated Return relating solely to the Entities), pursuant to the preceding sentence, shall be subject to Northern Border’s prior written consent, which shall not be unreasonably withheld; provided that Northern Border shall not withhold consent to the filing of any such Tax Return if such Tax Return (or in the case of a Consolidated Return the portion thereof relating to the Entities) is prepared in a manner consistent with Section 10.4(c) of this Agreement and the treatment of any items that are not covered by past practice would not have been paidan adverse effect on the Taxes of the Entities for any period beginning on or after the Closing Date or the portion of any Straddle Period (as defined below) that is Northern Border’s responsibility. In the case of any Tax Return required to be filed by ONEOK pursuant to this Section 10.4(a) after the Closing Date, Northern Border shall arrange for the signing of such Tax Returns or shall provide ONEOK with such powers or attorney or other authorization, in each case as may be necessary to effect such filings in accordance with applicable Tax Law.

Tax Returns. Except as set forth on Schedule 6.16.1(i) New Pubco shall prepare and timely file, (a) or shall cause to be prepared and timely filed, all material Tax Returns for Blocker and the Company and its Subsidiaries required to be filed by after the Closing and shall make all payments required with respect to any such Tax Returns; provided that, notwithstanding anything in this Agreement to the contrary, Blocker GP may, at its election, prepare and file (or on behalf cause Blocker to file) any information Tax Returns with respect to any distributions or payments to the owners of Blocker prior to Closing. With respect to any Tax Returns of the Acquiror Companies have been timely filed Company and all such its Subsidiaries that are due after the Closing with respect to a Pre-Closing Tax Returns were (at Period or a Straddle Period that are of the time they were filed) type used to report the income, loss, gain, deduction and other Tax attributes from the operation of a partnership or other pass-through entity and that are trueof the type that could reflect items of income, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company loss, gain, deduction or other Tax attributes required to have been paid be included on a Tax Return of a Seller (whether or not such items are actually reflected on any thereon) (a “Pass-Through Tax Return”), (w) have been fully and timely paidsuch Pass-Through Tax Returns shall be prepared consistent with past practice, except those Taxes as otherwise required by applicable Law, (x) New Pubco shall submit such Tax Return to the Seller Representative no later than thirty (30) days prior to filing any such Pass-Through Tax Return for its review, (y) New Pubco shall make any changes to such Pass-Through Tax Return reasonably requested by the Seller Representative and (z) no such Pass-Through Tax Return shall be filed without the prior written consent of the Seller Representative (which are presently being contested consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, the Company (and any Subsidiary of the Company that is a partnership for U.S. federal (or other applicable) tax purposes) shall have in good faith effect an election under Section 754 of the Code (and any similar election under state or for which an adequate reserve local law) for the payment of such Taxes has been established on taxable period which includes the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company in connection with any Tax Returns covering such Acquiror Company or with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidClosing Date.

Tax Returns. Except as set forth on Schedule 6.16.1, (a) Purchaser shall cause the Company and its Subsidiaries to consent to join, for all material Pre-Closing Periods of the Company and its Subsidiaries for which the Company and its Subsidiaries are eligible to do so, in any consolidated or combined federal, state or local Tax Returns required of Parent, Seller or their Affiliates. Seller and Parent will prepare and file, or cause to be filed by or on behalf prepared and filed, all of the Acquiror Companies Tax Returns for the Company and its Subsidiaries for all taxable years or periods ending on or before the Closing Date (to the extent they have been timely filed not already done so). Seller and all Parent will pay to the applicable Tax Authority, or cause the payment to the applicable Tax Authority of, any Taxes shown as due thereon. Seller and Parent will prepare, or cause to be prepared, such Tax Returns were (at using the time they were filed) accounting methods and other practices that are true, correct consistent with those used by the Company and complete its Subsidiaries in all material respects; (b) all material Taxes of each Acquiror Company their prior Tax Returns except as otherwise required by Law. Items to have been paid (whether or not reflected on be taken into account in any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve Return for the payment of such Taxes has been established short taxable period ending on the Acquiror Balance Sheet; (cClosing Date will be determined under the “closing-the-books” method as described in Treasury Regulation Section 1.1502-76(b)(2)(i) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company in connection with any Tax Returns covering such Acquiror Company or with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion any similar provision of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, provincial, local or foreign taxing authorities has been reportedLaw). Seller and Parent will deliver, or cause to be delivered, a draft of each of the Tax Returns for any of the Company or its Subsidiaries (or portion thereof, solely as it relates to the Company or its Subsidiaries) that require the signature of an officer or employee of Purchaser (or one of Purchaser’s Affiliates) to Purchaser not less than thirty (30) calendar days prior to the due date (as may be extended) for filing such Tax Returns, and Purchaser will provide Seller with its comments on, and proposed changes to, such Tax Returns not later than fifteen (15) calendar days prior to such due date. If any additional Taxes aspect of such Tax Returns remains in dispute within ten (10) calendar days prior to the due with respect thereto have been paiddate for filing such Tax Returns, the matter in dispute will be submitted to a mutually acceptable, nationally-recognized firm of certified public accountants for resolution. The decision of such accounting firm will be final and binding on the parties, and the fees and expenses of the accounting firm will be paid one-half by Purchaser and ICF and one-half by Seller and Parent.

Tax Returns. Except as set forth on Schedule 6.16.1Seller shall prepare, or cause to be prepared, at, in the case of income Tax Returns, Seller’s cost and expense and, in the case of non-income Tax Returns, the Company Group’s cost and expense, any Tax Return of any Company Group member for any Pre-Closing Tax Period that is required to be filed, and the original due date (aincluding extensions) all material for which is, after the Closing and Buyer shall prepare, or cause to be prepared, any Tax Return of any Company Group member for any Straddle Period that is required to be filed, and the original due date (including extensions) for which is, after the Closing. All such Tax Returns shall be prepared in accordance with past custom and practice of the applicable Company Group member, except to the extent otherwise required by Applicable Law or this Agreement. The Party required to prepare any such Tax Return for income Taxes shall provide the other Party with a draft of any such Tax Return not less than 30 days prior to the due date (including extensions) for such Tax Return (unless the due date for any such Tax Return is within 30 days of the Closing Date, in which case the preparing Party shall provide such draft to the other Party as soon as reasonably practicable) and the preparing Party shall accept and incorporate into any such Tax Return any reasonable comments submitted in writing by the non-preparing Party within 20 days of (or, if the due date for any such Tax Return is within 30 days of the Closing Date, as soon as reasonably practicable after) the preparing Party’s delivery of such Tax Return to the non-preparing Party. Buyer shall timely file or cause to be timely filed any Tax Return prepared pursuant to this Section 7.01 (for the avoidance of doubt, none of which shall include any Seller Group Tax Return) and timely pay, or cause to be timely paid, any Taxes shown as due and owing on any such Tax Return; provided, however, that Seller shall timely reimburse Buyer for the Taxes for which Seller is liable pursuant to Section 9.02(a)(iii) but which are remitted in respect of any Tax Return to be filed by or on behalf the Buyer pursuant to this Section 7.01 upon the written request of Buyer setting forth the computation of the Acquiror Companies have been timely filed and all amount owed by Seller. For the avoidance of doubt, such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or reimbursement obligations shall not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company in connection with any Tax Returns covering such Acquiror Company or with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; the limitations on indemnification set forth in Article 9 (eexcept for the last sentence of Section 9.03(a), Sections 9.06(b), 9.06(c) each Acquiror Company has duly and timely collected or withheld, paid over and reported 9.06(d)). Notwithstanding anything to the appropriate Governmental Authority all amounts required contrary in this Agreement (including Section 5.04 or any provision of this Article 7), in no event shall Buyer or any Affiliate of Buyer (including, after the Closing, any Company Group member) have any right to be so collected review, participate in the preparation of or withheld for all periods under all applicable laws; otherwise review, obtain or have access to any Seller Group Tax Return (f) there are no Liens including any work papers solely with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidthereto).

Tax Returns. Except as set forth on Schedule 6.16.1, (a) Seller shall file or cause to be filed when due all material Tax Returns that are required to be filed by or with respect to the Subject Company for taxable years or periods ending on behalf or before the Closing Date and shall timely pay any Taxes due in respect of such Tax Returns; provided, however, that unless, at Purchaser's option, Seller and Purchaser make an election under Section 338(h)(10) of the Acquiror Companies have been timely filed and all Code, (i) at least 30 days prior to the due date for filing any such Tax Return (taking into account any applicable extensions), Seller shall furnish Purchaser with a completed copy of any such Tax Returns were for Purchaser's review and comment and (at 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 time they were filed) 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 true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company in connection with any Tax Returns covering such Acquiror Company be filed by or 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 all or part for the Taxes shown on such Tax Returns, (i) at least 30 days prior to the due date for filing any Taxes payable by it; such Tax Return (dtaking 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 Governmental Authority 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 jurisdiction where an Acquiror Company 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 has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts are required to be so collected filed by or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror the Subject Company for any period (taxable years or portion of a period) that would affect any period periods ending after the date hereof; Closing Date and (hshall remit any Taxes due in respect of such Tax Returns. Seller shall pay to Purchaser the Taxes for which Seller is liable pursuant to Section 5.4(a) any adjustment of Taxes of an Acquiror Company made but which are payable with respect to Tax Returns to be filed by a Governmental Authority in any examination that such Acquiror Company is required to report Purchaser pursuant to the appropriate stateprevious 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, local or foreign unless the relevant taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidauthority will not accept a Tax Return filed on such a basis.

Tax Returns. Except as set forth on Schedule 6.16.1, (a) (i) Seller Parent and Seller shall be responsible for the timely filing (taking into account any extensions received from the relevant tax authorities) of all material Tax Returns required by Law (A) to be filed by the Company or any of its Subsidiaries on behalf of or prior to the Acquiror Companies have been timely Closing Date, or (B) to include the Company and its Subsidiaries in a consolidated, combined or unitary Tax Return filed and all by Seller Parent, Seller or any Affiliate (other than any Tax Indemnitee) with respect to any taxable period ending prior to or including the Closing Date; (ii) such Tax Returns were (at the time they were filed) and are shall be true, correct and complete in all material respects; and (biii) all material to the extent any Taxes indicated as due and payable on such Tax Returns constitute Pre-Closing Period Taxes or are the responsibility of each Acquiror Company required the Seller Parent and Seller pursuant to have been paid (whether or not reflected on any Tax Return) have been fully and timely paidthis Agreement, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established shall be paid or will be paid by the Seller Parent and Seller as and when required by Law. Unless a different treatment of any item is required by an intervening change in applicable Law, (x) such Tax Returns shall be prepared on a basis consistent with those prepared for prior taxable periods on the Acquiror Balance Sheet; Closing Date and (cy) no waivers of statutes of limitation have been given or requested Tax Returns with respect to any Acquiror Company in connection with any Tax Returns covering pre-Closing period Taxes shall be amended if such Acquiror amendment could adversely affect the Purchasing Parties or the Company or with respect to any Taxes payable by it; (d) no Governmental Authority of their respective Subsidiaries in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any taxable period (or portion of a period) that would affect any period ending after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidClosing Date.

Tax Returns. Except as set forth on Schedule 6.16.1, (ai) Seller shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all material Income Tax Returns that are required to be filed by or with respect to the Companies for taxable years or periods ending on behalf or before the Closing Date (in the case of Income Taxes filed on a consolidated, combined or unitary basis with Seller or an Affiliate thereof (other than solely another Company)) and Seller shall remit, out of its own funds, any Taxes shown to be due in respect of such Income Tax Returns and all non-Income Tax Returns with respect to the Companies that are due on or before the Cut-Off Date, and Seller shall cause to be remitted, out of funds of the Acquiror Companies have been Companies, any Taxes shown to be due in respect of such Tax Returns. Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the Companies and Buyer shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed by Seller after the date hereof for non Income Taxes (I) such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns and (II) if requested by Buyer, such Tax Returns shall be submitted to Buyer not later than 10 days prior to the due date for filing such Tax Returns for review and approval by Buyer, 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 (at I) of this sentence. Seller or Buyer shall pay the time they were filedother party for the Taxes for which Seller or Buyer, respectively, is liable pursuant to paragraph (a) and of this Section 7.2 but which are true, correct and complete in all material respects; payable with any Tax Return to be filed by the other party pursuant to this paragraph (b) all material Taxes upon the written request of each Acquiror Company required the party entitled to have been paid (whether payment, setting forth in reasonable detail the computation of the amount owed by Seller or not reflected on any Tax Return) have been fully and timely paidBuyer, except those Taxes which are presently being contested as the case may be, but in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company in connection with any Tax Returns covering such Acquiror Company or with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported event earlier than 15 business days prior to the appropriate Governmental Authority all amounts required to be so collected or withheld due date for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that paying such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidTaxes.

Tax Returns. Except as set forth on Schedule 6.16.1, (a) Stockholders' Agent shall prepare and file or cause to be prepared and filed when due all material Tax Returns that are required to be filed by or with respect to Target for taxable years or periods ending on behalf or before the Closing Date, and Stockholders' Agent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. To the Acquiror Companies have been timely filed and extent allowed by law, all such Tax Returns were shall be prepared in a manner consistent with past practice. Stockholders' Agent shall provide a copy of all such Tax Returns to Acquiror at least thirty (at 30) days prior to the time they were filed) and are truedue date for filing such Tax Returns (or, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company if required to have been paid be filed within forty-five (whether or not reflected on any Tax Return45) have been fully days after the Closing Date, as soon as possible following the Closing Date and timely paid, except those Taxes which are presently being contested sufficiently in good faith or for which an adequate reserve for the payment advance of such Taxes has been established on filing that the Acquiror Balance Sheet; (c) no waivers of statutes of limitation shall have been given a reasonable opportunity to review and comment on such Tax Returns). To the extent that any positions taken on such Tax Returns could reasonably be expected to affect Acquiror or requested the Surviving Corporation with respect to any Acquiror Company in connection with any Tax Returns covering such Acquiror Company or with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and Closing Date, Acquiror shall have the right to approve (hwhich approval shall not be unreasonably withheld or delayed) any adjustment such Tax Returns. For this purpose, Acquiror's withholding of Taxes approval of a Tax Return based upon Stockholders' Agent's failure to adopt in such Tax Return an alternative reporting position suggested to Stockholder's Agent in writing by Acquiror Company made pursuant to the procedure described herein shall be deemed reasonable if the reporting position proposed by a Governmental Authority the Acquiror on such Tax Return is "more likely than not" to prevail as defined in any examination Treas. Reg. Section 1.6662-4(d)(2) (it being understood that such Acquiror Company "more likely than not" standard shall be applied whether or not the underlying Tax Return is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidan income Tax Return).

Tax Returns. Except as set forth on Schedule 6.16.1, (a) Vodafone shall prepare, or cause to be prepared (in a manner consistent with past practices, except as otherwise required by applicable Law), all material Tax Returns of the Sold Entities required to be filed by for any Pre-Closing Tax Period of a Sold Entity (the “Seller Returns”). In the case of any Seller Return that is required to be filed on or on behalf of prior to the Acquiror Companies have been Closing Date, Vodafone shall cause each such Seller Return to be timely filed and all shall cause the amount of Taxes shown as due on such Tax Returns were Seller Return to be timely paid. With respect to any Seller Return filed after the Closing Date, Vodafone shall (at the time they were filedi) and are true, correct and complete in all material respects; (b) all material Taxes provide Verizon with a copy of each Acquiror Company required such Seller Return at least twenty (20) days prior to have been paid the due date for filing such Seller Return and (whether or not reflected on any Tax Returnii) have been fully and timely paid, except those Taxes which are presently being contested consider in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested any written comments promptly received from Verizon with respect to such Seller Return (and, if applicable, revise such Seller Return to reflect such comments). In the case of any Acquiror Company in connection with any Tax Returns covering such Acquiror Company or with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company Seller Return that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected filed after the Closing Date, Verizon shall cause the Sold Entities to timely file such Seller Return received from Vodafone; provided, however, that Verizon shall not be required to cause such filing if (i) such Seller Return is not prepared in accordance with this Agreement or withheld (ii) Verizon reasonably believes that there may not be “substantial authority” (or such higher standard as may be required under applicable Law to avoid the imposition of penalties) supporting each material position reflected on such Seller Return, unless Vodafone provides an opinion reasonably acceptable to Verizon from a recognized tax advisor to the effect that there is “substantial authority” (or such higher standard as may be required under applicable Law to avoid the imposition of penalties) for all periods under all applicable lawssuch position; (f) there are no Liens and provided, further, that the signing and filing of a Seller Return in accordance with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulingsthe foregoing provision shall not be considered an acknowledgement that such Seller Return complies with the requirements of this Agreement. Verizon shall pay, or closing agreements relating cause the Sold Entities to pay, any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidto Seller Returns filed in accordance with the preceding sentence, subject to the other provisions of this Agreement, including the next sentence and any indemnity obligation of Vodafone pursuant to Section 9.2(c). Vodafone shall pay to Verizon by wire transfer of immediately available funds no later than three (3) Business Days prior to the due date for filing any Seller Return required to be filed after the Closing Date the amount of Taxes shown as due and unpaid on such Seller Return for which Vodafone is responsible under this Agreement.

Tax Returns. Except as set forth on Schedule 6.16.1, (a) ONEOK shall prepare (or cause to be prepared) and timely file all material Tax Returns required to be filed by or on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on with any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested Authority with respect to the Entities for all Tax Periods ending on or before the Closing Date and shall pay all Taxes (in excess of any Acquiror Company in connection with any Tax Returns covering such Acquiror Company or applicable accruals therefor included within the calculation of Final Closing Working Capital) due with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file such Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and Returns. Northern Border shall timely collected or withheld, paid over and reported to the appropriate Governmental Authority pay all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto to such Tax Returns to the extent of any applicable accruals included within the calculation of Final Closing Working Capital. ONEOK shall provide Northern Border with drafts of such Tax Returns at least 10 days prior to the due date for filing such Tax Returns (taking into account extensions) for Northern Border's review and comment; provided that in the case of a Tax Return which is a Consolidated Return, ONEOK shall only be required to provide the portions of such Consolidated Return relating solely to the income, gain, loss and deduction of the Entities. The final form of any such Tax Return required to be provided to Northern Border (and the portion of any such Consolidated Return relating solely to the Entities), pursuant to the preceding sentence, shall be subject to Northern Border's prior written consent, which shall not be unreasonably withheld; provided that Northern Border shall not withhold consent to the filing of any such Tax Return if such Tax Return (or in the case of a Consolidated Return the portion thereof relating to the Entities) is prepared in a manner consistent with Section 10.4(c) of this Agreement and the treatment of any items that are not covered by past practice would not have been paidan adverse effect on the Taxes of the Entities for any period beginning on or after the Closing Date or the portion of any Straddle Period (as defined below) that is Northern Border's responsibility. In the case of any Tax Return required to be filed by ONEOK pursuant to this Section 10.4(a) after the Closing Date, Northern Border shall arrange for the signing of such Tax Returns or shall provide ONEOK with such powers or attorney or other authorization, in each case as may be necessary to effect such filings in accordance with applicable Tax Law.

Tax Returns. Except as set forth (i) SymmetriCom shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to the Company for taxable years or periods ending on Schedule 6.16.1or before the Closing Date and which relate to Taxes for which SymmetriCom is liable pursuant to Section 6.09(a)(i) and shall remit any Taxes due in respect of such Tax Returns, (a) and Purchaser shall file or cause to be filed when due all material Tax Returns that are required to be filed by or with respect to the Company for taxable years or periods ending after the Closing Date and shall remit any Taxes due in respect of such Tax Returns. Any Tax Returns required to be filed by Purchaser pursuant to this Section 6.09 relating in whole or on behalf in part to Taxes for which SymmetriCom is liable pursuant to paragraph (a)(i) of this Section 6.09 shall be submitted to SymmetriCom for SymmetriCom's approval (which approval shall not be unreasonably withheld) prior to Purchaser filing such Tax Returns. SymmetriCom or Purchaser shall reimburse the other party for the Taxes for which SymmetriCom or Purchaser is liable pursuant to paragraphs (a)(i) and (ii) of this Section 6.09 but which are payable with Tax Returns to be filed by the other party pursuant to the second preceding sentence upon the written request of the Acquiror Companies have been timely filed and all such Tax Returns were party entitled to reimbursement, setting forth in detail the computation of the amount owed by SymmetriCom or Purchaser, as the case may be, but in no event earlier than ten (at 10) days prior to the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve due date for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company in connection with any Tax Returns covering such Acquiror Company or with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidIncome Taxes.

Tax Returns. Except as set forth on Schedule 6.16.1, AT&T shall prepare (aor cause to be 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 material Tax Returns that are required to be filed by or on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to the Company for taxable years or periods ending on or before the Closing and shall pay when due any Acquiror Taxes due in respect of such Tax Returns. The Company in connection with any shall prepare (or cause to be prepared) and file or cause to be filed when due all Tax Returns covering such Acquiror Company that are required to be filed by or with respect to the Company for taxable years or periods ending after the Closing and shall remit any Taxes payable by it; (d) no Governmental Authority due in a jurisdiction where an Acquiror Company does not file respect of such Tax Returns, and, with respect to Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts are required to be so collected filed by or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror the Company for any period Straddle Periods ("STRADDLE RETURNS"), such Straddle Returns shall be prepared in the ordinary course of business and consistent with past practice (unless otherwise required by a Law). The Company shall permit 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 (or portion caused to be filed by Media One of a periodColorado) that would affect any period after the date hereof; hereof for taxable years or periods ending on or before the Closing pursuant to this Section 14.1(f) to the extent 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 the payee at least 10 days prior to the due date for the filing of such Tax Returns. In the case of any Tax Return with respect to which the Company or AT&T (as the case may be) is permitted to review and (h) comment pursuant to this Section 14.1(f), in the event the parties cannot agree on any adjustment of Taxes of an Acquiror Company made by a Governmental Authority Tax item covered in any examination such Tax Return, the parties shall negotiate in good faith to resolve such dispute. In the event the parties cannot reach agreement regarding such dispute within ten (10) days of the date on which one party notifies the other of its disagreement, such dispute shall be resolved by submitting the same to a national accounting firm that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due does not have a material relationship with respect thereto have been paideither party.

Tax Returns. Except as set forth on Schedule 6.16.1Seller shall prepare and timely file, (a) or cause to be prepared and timely filed, all material Tax Returns required to be filed by or on behalf in respect of the Acquiror Companies have been timely filed Purchased Subsidiaries or their Subsidiaries that relate to a Pre-Closing Tax Period and all are due on or prior to the Closing Date, provided, that such Tax Returns were shall be prepared and all elections with respect to such Tax Returns shall be made, to the extent permitted by Law, in a manner consistent with past practice. At least 20 calendar days prior to the last date for timely filing any such Tax Return (at taking into account any extensions), Seller shall submit such Tax Return to Buyer for its review. No later than 10 calendar days after the time they were filed) and are truereceipt of such Tax Return from Seller, correct and complete Buyer shall notify Seller of any reasonable objections Buyer may have to items set forth in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any such Tax Return) have been fully . Buyer and timely paid, except those Taxes which are presently being contested Seller shall act reasonably and in good faith to resolve any such objection timely raised by Buyer. Buyer shall prepare and timely file, or for which an adequate reserve for shall cause to be prepared and timely filed, all Tax Returns required to be filed by or in respect of the payment of Purchased Subsidiaries or their Subsidiaries that relate to (i) a Pre-Closing Tax Period but that are required to be filed after the Closing Date or (ii) a Straddle Period; provided, in each case, that such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested Tax Returns shall be prepared and all elections with respect to such Tax Returns shall be made, to the extent permitted by Law, in a manner consistent with past practice, provided, further, that Buyer shall determine the treatment of deferred revenue in its reasonable discretion, which shall be consistent with Revenue Procedure 2004-34. Buyer shall deliver a draft of any Acquiror Company Tax Returns it is required to file pursuant to the preceding sentence to Seller for Seller’s review and approval at least 20 calendar days prior to the due date (taking into account any extension) for the filing of such Tax Returns. No later than 10 calendar days after the receipt of such Tax Return from Buyer, Seller shall notify Buyer of any reasonable objections Seller may have to items set forth in such Tax Return. Buyer and Seller shall resolve any disputes in connection with any the preparation of Pre-Closing Tax Period Tax Returns covering such Acquiror Company or pursuant to this Section 6.02(e) in accordance with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidSection 6.02(j).

Tax Returns. Except as set forth on Schedule 6.16.1, (ai) Aon shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all material Tax Returns required to be filed by or on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to the Company and the Subsidiaries for taxable years or periods ending on or prior to the Closing Date, and Aon shall remit, or cause to be remitted, any Acquiror Company Taxes due in connection with any 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 covering such Acquiror Company that are required to be filed by or with respect to the Company and the Subsidiaries, and Buyer shall remit, or cause to be remitted, any Taxes payable due in respect of such Tax Returns. With respect to Tax Returns to be filed by it; Buyer pursuant to the preceding sentence that relate to any Straddle Period (dI) no Governmental Authority such Tax Returns shall be filed in a jurisdiction where an Acquiror Company does not file manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns has made a claim(including any such position, assertion election or threat method which would have the effect of accelerating income to periods for which Aon is liable or deferring deductions to periods for which Buyer is liable) and (II) such Acquiror Company that such Acquiror Company is or may Tax Returns shall be subject submitted to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported Aon not later than 30 days prior to the appropriate Governmental Authority all amounts required due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Aon, which approval may not be unreasonably withheld. Aon or Buyer shall pay the other party for the Taxes for which Aon or Buyer, respectively, is liable pursuant to Section 8.1(a) but which are payable with any Tax Return to be so collected filed by the other party pursuant to this Section 8.1(b) upon the written request of the party entitled to payment, setting forth in detail the computation of the amount owed by Aon or withheld for all periods under all applicable laws; (f) there are Buyer, as the case may be, but in no Liens with respect to Taxes on any Acquiror Company's property or assets other event earlier than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report 10 business days prior to the appropriate statedue date for paying such Taxes, local or foreign taxing authorities has been reported, without regard to the aggregate indemnification limitations set forth in Sections 11.1(a) and any additional Taxes due with respect thereto have been paid11.2(a).

Tax Returns. (1) Seller shall properly prepare or cause to be properly prepared and shall timely file or cause to be timely filed all Tax Returns for the Company and its Subsidiaries for all periods ending on or prior to the Closing Date; PROVIDED, however, (A) the requirement to "properly prepare" Tax Returns set forth in the preceding clause of this sentence shall not apply with respect to (i) Tax Returns with respect to federal Income Taxes, and (ii) Tax Returns with respect to Income Taxes imposed by jurisdictions that recognize an election under Section 338(h)(10) of the Code (or any comparable provisions of state or local law), and (B) preparation of Tax Returns other than those described in clauses (i) and (ii) above by Verizon consistent with Verizon's or GTE's past practice shall be deemed to be "properly prepared" for purposes of this section. At least 20 days prior to the due date (including extensions thereof) for filing a Tax Return required to be filed as described in the preceding sentence other than those described in clauses (i) and (ii) above (and, in the case of an amended Tax Return, at least 20 days prior to the date on which Verizon or Seller shall file such amended Tax Return), if Verizon or Seller is taking a position inconsistent with any such Tax Return for periods ending on or prior to the Closing Date which position would materially and adversely affect the Tax Liability of the Company or Buyer for any post-Closing period, Seller shall provide Buyer with a copy of such Tax Return, and Buyer shall have the right to review and approve each such Tax Return to the extent it relates to the Company, which approval shall not be unreasonably withheld. Except as set forth on Schedule 6.16.1required by a change in applicable law, (aor as required as a result of an election under Section 338(h)(10) of the Code, all material Tax Returns required to be filed as described in the first sentence of this Section 5.3(a), other than those described in clauses (i) and (ii) above, shall be prepared and filed by Verizon or on behalf Seller in a manner that is consistent with prior practice with respect to those portions of the Acquiror Companies have been timely filed and all such Tax Returns were (at which relate to the time they were filed) Company and are trueits Subsidiaries, correct or if inconsistent and complete in a manner that would materially and adversely affect the Tax Liability of the Company for any post-Closing period, Buyer shall have the right to review and approve each such Tax Return to the extent it relates to the Company, which approval shall not be unreasonably withheld. Buyer shall prepare or cause to be prepared and file or cause to be filed all material respects; (b) Tax Returns for the Company and its Subsidiaries for all material Taxes periods ending after the Closing Date. In no event shall Buyer or the Company, or any Affiliate of each Acquiror Company required to have been paid (whether Buyer or not reflected on the Company, file any Tax ReturnReturn for the Company in jurisdictions outside of the United States (i) have been fully for periods ending prior to the Closing Date or (ii) for periods that begin prior to and timely paidend after the Closing Date to the extent such Tax Return would affect the Tax liability or Tax attributes of the Company for periods prior to the Closing Date. With respect to any Tax Return for the Company in jurisdictions outside of the United States, for periods following the Closing Date, other than those described in clause (ii) of the preceding sentence, and, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror jurisdictions in which the Company in connection with any has filed Tax Returns covering such Acquiror for periods prior to the Closing Date, Buyer and the Company or with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror and the Affiliates of Buyer and the Company does not will only file Tax Returns has made a claim, assertion or threat to such Acquiror for the Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported in jurisdictions outside of the United States to the appropriate Governmental Authority all amounts extent reasonably required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens by law in the good faith determination of the Buyer after consultation with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidits tax counsel.

Tax Returns. Except as set forth on Schedule 6.16.1, (a) all material Parent shall prepare (in the case of Tax Returns described in clause (ii) below, in a manner consistent with past practice (except as otherwise required by applicable Law)) and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Parent Group or of a consolidated, combined or unitary group that includes any member of the Parent Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company member of the Education Group for any taxable period ending on or before the Closing Date, and shall pay (or cause to be paid) any Taxes due in connection respect of such Tax Returns described in clauses (i) and (ii). Parent shall deliver to Purchaser a copy of any Tax Return described in clause (ii) above that is due after the Closing Date no later than twenty (20) days prior to the due date thereof (taking into account any extensions). Purchaser shall provide any comments to Parent within ten (10) days of receipt of any such Tax Return described in clause (ii) above, such comments being limited to ensuring that such Tax Return is prepared in a manner consistent with past practice (except as otherwise required by applicable Law). If Purchaser disputes any item on such Tax Return as being prepared in a manner inconsistent with past practice (except as otherwise required by applicable Law), it shall notify Parent of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the due date for filing the relevant Tax Return (taking into account extensions). If the parties cannot resolve any such disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to Parent and Purchaser in accordance with the terms of this Agreement. The fees and expenses of such accounting firm shall be borne equally by Parent and Purchaser. Purchaser shall not amend or revoke any Tax Return described in this Section 7.5(a) (or any notification or election relating thereto) without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed). Purchaser shall promptly provide (or cause to be provided) to Parent any information reasonably requested by Parent to facilitate the preparation and filing of any Tax Returns covering described in this Section 7.5(a) and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such Acquiror Company or with respect to any Taxes payable by it; (d) no Governmental Authority information in a jurisdiction where an Acquiror Company does not file Tax Returns has made manner and on a claimtimeline reasonably requested by Parent, assertion or threat to such Acquiror Company that such Acquiror Company is or may which information and timeline shall be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to reasonably consistent with the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion past practice of a period) that would affect any period after the date hereof; and (h) any adjustment relevant member of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidEducation Group.

Tax Returns. Except as set forth on Schedule 6.16.1, (a) SU shall prepare or cause to be prepared all material Tax Returns which are required to be filed by under applicable Law (i) on or on behalf prior to the Closing Date and relate to GS LLC, the Subject NTX Operations or the NTX Assets, (ii) after the Closing Date and relate to GS LLC, the Subject NTX Operations or the NTX Assets for any Pre-Closing Tax Period, and (iii) after the Closing Date and relate to the Subject STX Operations or the STX Assets for any Straddle Period. In the case of the Acquiror Companies have been timely filed and all any Tax Return described in clause (i), such Tax Returns were Return shall be prepared in a manner that is consistent with past practices employed by SU except to the extent a change is required by Law. In the case of any Tax Return described in clause (at ii), (x) such Tax Return shall be prepared in a manner that is consistent with past practices employed by SU except to the time they were filedextent a change is required by Law, (y) SU shall provide a copy of such Tax Return to SDTS for review and comment not less than 20 days prior to the due date for such Tax Return (taking into account any applicable extensions) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected shall reflect on such Tax Return any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment reasonable comments provided by SDTS within 10 days following SDTS’s receipt of such Taxes has been established on Tax Return from SU, and (z) SU shall pay to the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company in connection with any Tax Returns covering such Acquiror Company or with respect applicable Taxing Authority an amount equal to any Taxes payable by it; shown as due on such Tax Return for which SU is responsible under Section 9.01(a) (dor reimburse SDTS if SDTS made such payment, which reimbursement to SDTS shall be made within 10 days after the filing of such Tax Return). In the case of any Tax Return described in clause (iii), (x) no Governmental Authority such Tax Return shall be prepared in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company manner that such Acquiror Company is or may be subject to taxation consistent with past practices employed by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported SDTS except to the appropriate Governmental extent a change is required by Law, (y) SU shall provide a copy of such Tax Return to SDTS for review and comment not less than 20 days prior to the due date for such Tax Return (taking into account any applicable extensions) and shall reflect on such Tax Return any reasonable comments provided by SDTS within 10 days following SDTS’s receipt of such Tax Return from SU, and (z) SU shall pay to the applicable Taxing Authority all amounts required to be so collected or withheld the amount of Taxes reflected on such Tax Return and SDTS shall reimburse SU for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating an amount equal to any Acquiror Company Taxes shown as due on such Tax Return for any period (or portion of a period) that would affect any period which SDTS is responsible under Section 9.01(b), which reimbursement to SU shall be made within 10 days after the date hereof; and (h) any adjustment filing of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidTax Return.

Tax Returns. Except as set forth on Schedule 6.16.1, (a) all material HD Supply shall prepare or shall cause to be prepared (i) any combined, consolidated or unitary Tax Returns Return that includes Sellers or any of their Affiliates (other than the Purchased Companies or their Subsidiaries), on the one hand, and any of the Purchased Companies or their respective Subsidiaries, on the other hand (a “Combined Tax Return”), and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror of the Purchased Companies or any of their Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return” and, together with the Combined Tax Returns, the “Seller Tax Returns”). All such Seller Tax Returns shall be prepared in a manner consistent with past practices of HD Supply, its Affiliates and the Purchased Companies and their respective Subsidiaries, except to the extent that HD Supply or the Purchased Companies determine, with the written advice of independent Tax counsel (to be delivered to Buyer), that there is not at least “substantial authority,” within the meaning of Section 6662(d)(2)(B)(i) of the Code, for a particular position. With respect to the Seller Tax Returns, HD Supply (1) shall deliver to Buyer for its review and comment a draft copy of each such Seller Tax Return at least forty-five (45) calendar days prior to the due date thereof (taking into account any extensions), together with reasonable supporting documentation, provided, that, in the case of any Combined Tax Return, HD Supply shall, in lieu of delivering a draft copy of the Combined Tax Return, deliver to Buyer a pro forma Tax Return for the applicable Purchased Company for the relevant taxable period, (2) shall (and shall cause its Affiliates to) cooperate with Buyer, as the case may be, and its representatives, accountants and advisors to the extent reasonably required in connection with the review of each such Tax Return, (3) shall in good faith consider revising each such Seller Tax Return to reflect any comments that are reasonably requested by Buyer and that are received from Buyer not later than twenty-five (25) days before the due date thereof (taking into account any extensions), (4) shall timely file or cause to be timely filed any such Seller Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions) and (5) shall deliver, or cause to be delivered, to Buyer all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least fifteen (15) days prior to the due date for filing such Tax Returns (taking into account any extensions) and Buyer shall timely file or cause to be timely filed such Tax Returns. Buyer shall not amend or revoke any Pre-Closing Separate Tax Returns (or any notification or election relating thereto), other than pursuant to this Section 6.3(a), without the prior written consent of HD Supply. Buyer shall promptly provide (or cause to be provided) to HD Supply any information reasonably requested by HD Supply to facilitate the preparation and filing of any Tax Returns covering described in this Section 6.3(a) and Buyer shall use commercially reasonable efforts to prepare (or cause to be prepared) such Acquiror Company or information in a manner and on a timeline requested by HD Supply. If, within twenty five (25) days following Buyer’s receipt of a Seller Tax Return, Buyer notifies HD Supply of any objection to any item on such Tax Return, the parties shall endeavor in good faith to resolve such objection. If, after consulting in good faith, the parties are unable to resolve such objection in a mutually agreeable manner within ten (10) days, such objection(s) shall be resolved by the Independent Accounting Firm in accordance with substantially identical procedures, and having substantially identical effect, as set forth with respect to any Taxes payable by it; the resolution of disputes in Section 2.10 no later than five (d5) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported days prior to the appropriate Governmental Authority all amounts required to be so collected or withheld due date for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no filing such Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidReturn.

Tax Returns. Except as set forth on Schedule 6.16.1, (a) The Parent shall timely file or cause to be timely filed when due (taking into account all material extensions properly obtained) all Tax Returns that are required to be filed by or on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to the Companies and the Transferred Subsidiaries for Pre-Closing Taxable Periods that are due on or before the Closing Date, and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns, and the Acquiror Company in connection with any shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns covering such Acquiror Company that are required to be filed by or with respect to each Company and Transferred Subsidiary and the Acquiror shall remit or cause to be remitted any Taxes payable due in respect of such Tax Returns. With respect to Tax Returns to be filed or caused to be filed by it; the Parent or the Acquiror pursuant to the preceding sentence that relate to Pre-Closing Taxable Periods or Straddle Periods (dx) no Governmental Authority to the extent permitted by Law, such Tax Returns shall be filed in a jurisdiction where an Acquiror Company does not file manner consistent with the last previous Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported Return relating to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to same Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion filed as of a period) that would affect any period after the date hereof; , except to the extent failure to do so would not reasonably be expected to result, directly or indirectly, in a material cost to the other party and (hy) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report Tax Returns shall be submitted to the appropriate stateParent or the Acquiror, local as the case may be, not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 30 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by the Parent or foreign taxing authorities has been reportedthe Acquiror, as the case may be, which approval may not be unreasonably withheld. The Parent or the Acquiror, as the case may be, shall pay the other or cause to be paid to the other the Taxes for which the Parent or the Acquiror, respectively, is liable pursuant to Section 7.01 but which are payable with any Tax Return to be filed or caused to be filed by the Parent, on the one hand, and any additional Taxes Acquiror, on the other hand, pursuant to this Section 7.02(a) upon the written request of the Party entitled to payment, setting forth in reasonable detail the computation of the amount owed by the Parent, on the one hand, and the Acquiror, on the other hand, as the case may be, but in no event earlier than 10 days prior to the due with respect thereto have been paiddate for paying such Taxes.

Tax Returns. Except as set forth on Schedule 6.16.1(i) Subject to this Section 7.5(a)(i), (a) the Company will prepare, or cause to be prepared, and timely file, or cause to be timely filed, all material Flow-Through Tax Returns required that relate in whole or in part to a Pre-Closing Tax Period (including the pre-Closing portion of any Straddle Period) and that are due after the Closing Date (the “Pre-Closing Flow-Through Tax Returns”). Each Pre-Closing Flow-Through Tax Return will be prepared in accordance with applicable Law and Section 7.5(i) and 7.5(j), and, to the extent not inconsistent with applicable Law and Section 7.5(i) and 7.5(j), 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 thirty (30) days prior to the due date for filing 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 will not cause any such Tax Returns (as revised to reflect the comments of the Holder Representative, if any) to be filed by without the consent of Acquiror, which consent will not be unreasonably withheld, conditioned or on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are truedelayed. The out-of-pocket fees payable to Xxxxxxxx, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company LLP in connection with any the preparation of the Pre-Closing Flow-Through Tax Returns covering such Acquiror Company or with respect to any Taxes payable shall be borne by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly the Escrow Participants and timely collected or withheld, paid over and reported to first from the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidHolder Representative Expense Fund.

Tax Returns. Except as set forth on Schedule 6.16.1, (ai) Seller shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) (I) all material Income Tax Returns that are required to be filed by or with respect to the Companies and each Subsidiary for taxable years or periods ending on or before the Closing Date and Seller shall remit, or cause to be remitted, any Taxes shown to be due in respect of such Tax Returns; and (II) all non-Income Tax Returns with respect to the Companies and each Subsidiary that are due on or before the Cut-Off Date, and Seller shall remit, or cause to be remitted, any Taxes shown to be due in respect of such Tax Returns. Buyer (or Seller on Buyer’s behalf of if and to the Acquiror Companies have been extent provided in the Buyer Transition Services Agreement) shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the Companies and each Subsidiary and Buyer shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed by Seller, unless contrary to Requirements of Law or as otherwise contemplated by this Agreement, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns, in each case if doing so would reasonably be expected to materially adversely affect the Tax liability of Buyer, the Companies, any Subsidiary or any Affiliate thereof for any period after the Cut-Off Date. With respect to Tax Returns to be filed by Buyer that relate, in whole or in part, to Taxable periods ending prior to the Cut-Off Date or any Straddle Period (other than Tax Returns relating to property Taxes for which Buyer is wholly liable), (I) unless contrary to Requirements of Law or as otherwise contemplated by this Agreement, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made, or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns and (II) such Tax Returns shall be submitted to Seller not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Cut-Off Date, as promptly as practicable following the Cut-Off Date) for review and approval by Seller, which approval may not be unreasonably withheld or delayed, but may in all cases be withheld or delayed in the sole discretion of Seller if (A) such Tax Returns were not prepared in accordance with clause (at I) of this sentence or (B) such Tax Returns relate to a Straddle Period ending on the time they were filedClosing Date. Seller or Buyer shall pay the other party for the Taxes for which Seller or Buyer, respectively, is liable pursuant to paragraph (a) and of this Section 7.2 but which are true, correct and complete in all material respects; payable with any Tax Return to be filed by the other party pursuant to this paragraph (b) all material Taxes upon the written request of each Acquiror Company required the party entitled to have been paid (whether payment, setting forth in reasonable detail the computation of the amount owed by Seller or not reflected on any Tax Return) have been fully and timely paidBuyer, except those Taxes which are presently being contested as the case may be, but in good faith or for which an adequate reserve for the no event shall such payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or be requested with respect to any Acquiror Company in connection with any Tax Returns covering such Acquiror Company or with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported earlier than 15 business days prior to the appropriate Governmental Authority all amounts required to be so collected or withheld due date for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that paying such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidTaxes.

Tax Returns. Except as set forth (i) Member shall prepare or cause to be prepared and timely file or cause to be timely filed when due (taking into account all extensions properly obtained) (x) all Tax Returns that are required to be filed by or with respect to the Group Companies on Schedule 6.16.1a combined, consolidated or unitary basis with the Member, (ay) all material income Tax Returns of or with respect to the Group Companies for any taxable year or period that ends on or before the Closing Date and (z) all other Tax Returns that are required to be filed by or with respect to the Group Companies on or prior to the Closing Date. In each case the Member shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. To the extent that any such Taxes due in respect to such Tax Returns are taken into account in computing the Net Working Capital amount as finally determined pursuant to Section 1.08, Parent shall remit the amount of such Taxes to the Member no later than five (5) days prior to the due date (including extensions) for filing such Tax Returns. To the extent permitted by Law, all Tax Returns required to be filed by the Member shall be signed by the Member (or on behalf its designee that is reasonably acceptable to Parent); provided that Parent and Holdco shall reasonably cooperate with the Member to provide appropriate authorization to the Member to sign such Tax Returns, or to make available an officer or other authorized person of the Acquiror Companies have been relevant Group Company to sign such Tax Returns, if and to the extent required by Law. Parent shall timely file or cause to be timely filed and when due (taking into account all such extensions properly obtained) all other Tax Returns were (at the time they were filed) and that are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company in connection with any Tax Returns covering such Acquiror Company be filed by or with respect to the Group Companies after the Closing Date and Parent shall remit or cause to be remitted any Taxes payable by it; (d) no Governmental Authority due in a jurisdiction where an Acquiror Company does not file respect of such Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidReturns.

Tax Returns. Except as set forth on Schedule 6.16.1, (a) all material Seller shall prepare or shall cause to be prepared (i) any combined, consolidated or unitary Tax Returns Return that includes Seller or any of its Affiliates (other than the Purchased Companies), on the one hand, and any of the Purchased Companies or their respective Subsidiaries, on the other hand (a “Combined Tax Return”), and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company in connection with of the Purchased Entities for any taxable period that ends on or before the day immediately preceding the Closing Date (a “Pre-Closing Separate Tax Return”). All Pre-Closing Separate Tax Returns covering such Acquiror Company or shall be prepared in a manner consistent with past practice (except with respect to any Taxes payable portion of such Tax Return (or any position or election taken or made thereon or relating thereto) relating to any of the transactions contemplated by itSection 5.6 or any pre-closing restructuring transaction (including the Pre-Closing Restructuring), which shall be prepared in the manner determined by Seller); (d) no Governmental Authority provided, that in a jurisdiction where an Acquiror Company does not file the case of any Pre-Closing Separate Tax Returns has made a claim, assertion or threat to such Acquiror Company Return that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are filed after the Closing, no Liens with respect to Taxes position shall be taken on any Acquiror Company's property or assets other than Permitted Liens; (gsuch Tax Return for which there is not at least a “reasonable basis” within the meaning of Treasury Regulations Section 1.6662-3(b)(3) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion any similar provision of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, Law). Seller shall timely file or cause to be timely filed any Combined Tax Return and any additional Taxes Pre-Closing Separate Tax Return that is required to be filed on or before the Closing (taking into account any extensions). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing at least twenty (20) days prior to the due with respect thereto date for filing such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed such Tax Returns. Seller shall permit Purchaser to review and comment on each Tax Return described in the immediately preceding sentence and shall consider in good faith any comments offered by Purchaser. Purchaser shall not amend or revoke any Combined Tax Return or any Pre-Closing Separate Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request and expense, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns unless (x) such Tax Return reflects a position for which there is not at least a “reasonable basis” within the meaning of Treasury Regulations Section 1.6662-3(b)(3) (or any similar provision of state, local or foreign Law) or (y) such filing would have been paidan adverse effect on Purchaser or any of its Affiliates (including the Purchased Companies for a Post-Closing Period) that is material (taking into account Tax offsets, credits or other Tax Assets resulting from such filing).

Tax Returns. Except as set forth on Schedule 6.16.1(i) The Seller Representative, at its expense, shall prepare and timely file or cause to be prepared and timely filed when due (ataking into account all extensions properly obtained) all material Tax Returns for any taxable period that ends on or prior to the Closing Date in respect of the Company Group and Blocker (“Pre-Closing Tax Returns”). All such Pre-Closing Tax Returns will be prepared in a manner consistent with the past practices of the Company Group and Blocker, as applicable, to the extent a past practice exists with respect to the relevant issue, except as otherwise required by applicable Law. The Seller Representative shall provide a copy of each such Pre-Closing Tax Return to Purchaser at least thirty (30) days before filing (or, if such due date is within thirty (30) days following the Closing Date, as promptly as practicable following the Closing Date) for review, comment and approval (such approval not to be filed by unreasonably withheld, conditioned or on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were fileddelayed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested shall consider in good faith or any changes that are reasonably requested by Purchaser. Purchaser shall prepare any Tax Returns of the Company Group and Blocker for which an adequate reserve for a Straddle Period (“Straddle Period Tax Returns”) in a manner consistent with the payment past practices of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested Company Group and Blocker, as applicable, to the extent a past practice exists with respect to any Acquiror Company in connection with any the relevant issue, except as otherwise required by applicable Law or this Agreement. Purchaser shall provide a copy of each such Straddle Period Tax Returns covering Return to the Seller Representative at least thirty (30) days before filing for review and, to the extent relating to a Pre-Closing Tax Period, comment and approval (such Acquiror Company or with respect approval not to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or unreasonably withheld, paid over conditioned or delayed) and reported to shall consider in good faith any changes that are reasonably requested by the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidSeller Representative.

Tax Returns. Except as set forth (i) The Parties acknowledge and agree that for U.S. federal income tax purposes, the taxable year of the Company will end on Schedule 6.16.1the end of the day on the Closing Date and, to the extent applicable Tax laws in other jurisdictions so permit, the Parties will elect to cause the taxable year of the Company to terminate on the Closing Date. The Acquiror shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns of the Company for (i) all Taxable periods ending on or prior to the Closing Date that are first due (taking into account any valid extensions properly obtained) after the Closing Date (each, a “Pre-Closing Tax Return”) and (ii) all Straddle Periods (each, a “Straddle Tax Return”). All Pre-Closing Tax Returns and Straddle Tax Returns shall be prepared in accordance with applicable Legal Requirements and this Agreement and, to the extent not otherwise required by applicable Legal Requirements or this Agreement, the past practice of the Company. All Deductions shall be reported on the income Tax Returns of the Company for its taxable year that ends on the Closing Date to the maximum extent permitted by applicable Legal Requirements. Subject to Section 6.6(b)(ii), (aA) all material Tax Returns required to be filed by or on behalf of the Acquiror Companies have been timely filed and all shall provide a draft of any such Pre-Closing Tax Returns were Return or Straddle Tax Return (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested other than with respect to any Acquiror Company in connection with any payroll Tax Returns covering or other similar routine non-income Tax Returns prepared in the ordinary course and reporting an amount of Tax due of less than $50,000) to the Securityholders’ Representative for review and comment at least thirty (30) days prior to the due date for filing thereof (and prior to filing any such Tax Return); provided, however, if any such Tax Return is due within thirty (30) days of the Closing Date, then it shall be provided as soon as reasonably practicable prior to the filing thereof, (B) the Securityholders’ Representative shall provide any comments to any such Tax Return to the Acquiror Company within fifteen (15) days following its receipt thereof; provided, however, if any such Tax Return is due within thirty (30) days of the Closing Date, then such comments shall be provided as soon as reasonably practicable following the receipt of such Tax Return, and (C) the Acquiror shall consider in good faith any reasonable comments timely made by the Securityholders’ Representative. Any Pre-Closing Taxes shown as due and payable on any Pre-Closing Tax Return or Straddle Tax Return (determined in accordance with Section 6.6(e) with respect to any Taxes payable by it; (dStraddle Tax Return) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly originally due after the Closing Date and timely collected or withheld, paid over and reported filed pursuant to the appropriate Governmental Authority all amounts required provisions of this Article 6 shall be paid out by offsetting such Taxes against the Clawback Shares by canceling that number of Clawback Shares equal in value to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens the aggregate amount of such Pre-Closing Taxes, valued at the Clawback Share Price. If the Securityholders’ Representative and Acquiror cannot resolve any dispute with respect to Taxes on any Acquiror Company's property Pre-Closing Tax Return or assets other than Permitted Liens; (g) there are no Straddle Tax rulingsReturn, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report dispute shall be referred to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due CPA Firm in accordance with respect thereto have been paid.the provisions of Section 6.6(b)(ii). 57

Tax Returns. Except as set forth on Schedule 6.16.1Following the Closing, (a) New DK shall cause to be prepared and filed all material Tax Returns required to be filed by or on behalf SBT and its Subsidiaries and shall cause to be delivered to the SBT Sellers’ Representative for review and comment a draft of the Acquiror Companies have been timely filed and all any such Tax Returns were (at the time they were filed) and that are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company Pre-Closing Tax Period or Straddle Period (a “Pre-Closing Tax Return”) at least forty five (45) days prior to the applicable filing deadline (or, if the deadline is within 30 days after the Closing Date, as early as is commercially reasonable prior to the filing deadline), together with a calculation of the Taxes allocable to the Pre-Closing Tax Period pursuant to Section 13.3. New DK shall in connection with good faith implement any reasonable comments made by the SBT Sellers’ Representative, provided such comments are made in writing as soon as reasonably practicable (and in any event within twenty (20) days of the Pre-Closing Tax Returns covering such Acquiror Company or with respect Return and calculation being provided to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claimthe SBT Sellers’ Representative), assertion or threat to such Acquiror Company provided further that such Acquiror Company is or may be subject to taxation by such jurisdiction; comments either (ei) each Acquiror Company has duly do not increase the amount of any Seller Taxes and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens do not have an adverse impact with respect to Taxes on any Acquiror Company's property of New DK, SBT or assets other than Permitted Liens; their Subsidiaries or (gii) there are required under applicable Law. Except as required under applicable Law, no Pre-Closing Tax rulingsReturn shall filed, requests for rulingsrefiled or amended without the written consent of the SBT Sellers’ Representative (such consent not to be unreasonably withheld, delayed or closing agreements relating to any Acquiror Company for any period (or portion of a period) conditioned), it being understood that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report notwithstanding anything else to the appropriate statecontrary in this Agreement, local or foreign taxing authorities has been reported, and any additional Taxes due no SBT Security Holder shall be liable for indemnification with respect thereto have been paidany Taxes arising as a result of the filing, re-filing or amending a Pre-Closing Tax Return that is not prepared and filed in accordance with the provisions of this Section 13.4.

Tax Returns. Except as set forth on Schedule 6.16.1(i) Carrier shall timely prepare and file, (a) or cause to be timely prepared and filed all material Tax Returns of the Company and all Tax Returns required to be filed by with respect to the assets or on behalf activities of the Acquiror Companies have been timely filed and Company for all taxable periods that end on or before the Closing Date, and, with respect to such Tax Returns were of the Company, in a manner consistent with past practice except as otherwise required by applicable laws and except insofar as such Tax Returns apply to transactions described in this Agreement. With respect to any such Tax Return that is an income Tax Return and that is filed after the Closing Date, Carrier shall furnish such Tax Return to Watsco for Watsco’s review and comment at least thirty (at 30) days prior to the time they were filed) due date for filing such Tax Return, including extensions, and are true, correct and complete Carrier agrees to consider Watsco’s comments in all material respects; good faith. With respect to a state partnership income Tax Return for the Company for the period ending on the Closing Date (b) all material Taxes of each Acquiror Company if such a Tax Return is required to have been paid (whether or be filed), Carrier shall not reflected on any file such Tax Return) have been fully and timely paidReturn without the prior written consent of Watsco, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of consent shall not be unreasonably withheld, provided that such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested consent shall only be required with respect to any Acquiror Company making an equivalent state election referred to in connection with any Section 754 of the Code, and the application of the adjustment to the basis of the Company’s property pursuant to Section 743 of the Code. Except to the extent otherwise required pursuant to a Determination and except as provided in this Section 11.01(f)(i), such Tax Returns covering shall not be amended without the prior written consent of Carrier, which consent shall not be unreasonably withheld, provided that Carrier may amend such Acquiror Company Tax Returns (or with respect cause them to any Taxes payable by it; (dbe amended) no Governmental Authority if such amended Tax Returns are prepared and filed in a jurisdiction where an Acquiror Company does not file manner consistent with past practice for the entity to which such Tax Returns has made a claimrelate except as otherwise required by applicable laws or insofar as such Tax Returns apply to transactions described in this Agreement (“Past Practice”) and, assertion to the extent such Tax Returns apply to or threat reflect the transactions described in this Agreement, consistently with this Agreement (including the Final Allocation). Carrier shall furnish such amended Tax Return to Watsco at least thirty (30) days prior to the filing of such Acquiror Company amended Tax Return. If Watsco shall disagree that such Acquiror Company amended Tax Return is prepared in a manner consistent with Past Practice or, if applicable, with this Agreement (including the Final Allocation), Watsco shall inform Carrier of such disagreement within seven (7) days of Watsco’s receipt of such amended Tax Return. If the Parties are unable to resolve such disagreement within seven (7) days of Watsco’s notification of disagreement to Carrier, the determination of whether the amended Tax Return is prepared and filed in a manner consistent with Past Practice or, if applicable, with this Agreement (including the Final Allocation) shall be made by a nationally recognized firm of independent certified public accountants mutually selected by the Parties. If the Parties are unable to agree upon a nationally recognized firm of independent certified public accountants, then within twenty-one (21) days after Watsco’s receipt of such amended Tax Return, either Watsco or Carrier may be subject request the AAA to taxation appoint a nationally recognized firm of independent certified public accountants to make such determination. If any amendment to a Tax Return filed by such jurisdiction; (e) each Acquiror Company has duly and timely collected Carrier results in any decrease in the tax basis of the Company’s assets or withheld, paid over and reported to otherwise creates the appropriate Governmental Authority all amounts required to be so collected or withheld need for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no an amendment of a Tax rulings, requests Return for rulings, or closing agreements relating to any Acquiror the Company for any period (period, including a Post-Closing Tax Period or portion a Straddle Period, Carrier shall notify Watsco of such amendment to a period) that would affect any period after Tax Return filed by Carrier if Watsco or the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has have not already been reported, and any additional Taxes due with respect thereto have been paidnotified.

Tax Returns. i. Except as set forth provided in Section 4.9(f) with respect to Transfer Taxes, Sellers will prepare or cause to be prepared and file or cause to be filed, all Tax Returns of the Company and each Acquired Subsidiary with respect to any Pre-Closing Period (the “Pre-Closing Period Returns”) having a due date (taking into account valid extensions) on Schedule 6.16.1or before the Closing Date. The Pre-Closing Period Returns prepared and filed by the Sellers will be prepared and filed in a manner that is consistent with the prior practice of the Company and any Acquired Subsidiary, as applicable, (a) all material including prior Tax Returns elections and accounting methods or conventions made or utilized by the Company or any such Acquired Subsidiary), except as required by Law. Buyer will prepare or cause to be prepared and file or cause to be filed all other Tax Returns of the Company and each Acquired Subsidiary, including the Straddle Period Returns. Buyer will prepare and file the Straddle Period Returns and the Pre-Closing Period Returns that it is required to file pursuant to this Section 4.9(b)(i) in a manner that is consistent with the prior practice of the Company and any Acquired Subsidiary, as applicable, (including prior Tax elections and accounting methods or conventions made or utilized by the Company or any such Acquired Subsidiary), except as required by Law. Buyer will deliver all Straddle Period Returns and Pre-Closing Period Returns that it is required to file pursuant to this Section 4.9(b)(i) to Sellers for review and comment at least 30 days prior to the due date (including valid extensions) for filing such Tax Returns (except where such 30-day period is not practical, in which case as soon as practical). Within 15 days of receiving a draft of such Tax Return (except where such 15-day period is not practical, in which case as soon as practical), Sellers may provide written comments to Buyer. The Parties will attempt to resolve any dispute through direct good-faith negotiation subject to the dispute resolution procedures of Section 4.9(g). In no event will the provision of comments by Sellers prevent Buyer from timely filing any such Tax Return; provided, however, that in the event that the Accounting Firm has not yet resolved any such Tax Dispute prior to the deadline for filing such Tax Return (including any extensions), Buyer will be entitled to file such Tax Return (or amendment) as prepared by Buyer subject to amendment to reflect the resolution when rendered by the Accounting Firm. Unamortized debt financing costs, change of control bonus payments (including those included in the definition of Seller Transaction Expenses) and any other amounts payable by or on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company Acquired Subsidiary in connection with any the transactions contemplated by this Agreement, to the extent permitted by applicable Law to be deducted for income Tax purposes on Straddle Period Returns covering such Acquiror or Pre-Closing Period Returns and to the extent paid or accrued by the Company or with respect to any Taxes payable by it; Acquired Subsidiary and included in the calculation of the Final Closing Date Net Working Capital (d) no Governmental Authority or in a jurisdiction where an Acquiror Company does not file the Closing Date Seller Transaction Expenses), will be reported on such returns as income Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to deductions of the appropriate Governmental Authority all amounts required to be so collected or withheld Sellers for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no the Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period year (or portion of a periodthereof) that would affect ends on or includes the Closing Date and will not be reported on any period after the date hereof; and (h) any adjustment income Tax Return of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidBuyer.

Tax Returns. Except as set forth on Schedule 6.16.1, (a) For the avoidance of doubt, the Seller shall prepare or cause to be prepared and file all material Tax Returns with respect to income Taxes imposed on the Seller or any of its Affiliates (other than the Company or any Company Subsidiary) or of any combined, unitary or consolidated group of which the Seller or any of its Affiliates (other than the Company or any Company Subsidiary) is or was the common parent (“Seller Tax Returns”). The Seller shall, at its expense, prepare or cause to be prepared all Tax Returns for the Company and any Company Subsidiary required to be filed by or on behalf of after the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested Closing Date with respect to any Acquiror Company in connection with any taxable period ending on or before the Closing Date (each, a “Pre-Closing Tax Period”). Such Tax Returns covering shall be prepared on a basis consistent with past practice (except to the extent otherwise required by Applicable Law) and consistent with Applicable Law. Reasonably in advance of the due date (as may be properly extended) for filing any such Acquiror Company or Tax Return (which for any income Tax Return shall be at least thirty (30) days in advance of the due date (as may be properly extended) for filing thereof), the Seller shall deliver a draft of such Tax Return, together with all supporting documentation and workpapers, to Purchaser for its review and comment. Purchaser shall cause each such Tax Return (as revised by the Seller to reflect any revisions reasonably requested by Purchaser) to be timely filed and will provide a copy thereof to the Seller. If the Parties have not agreed on any revision with respect to any Taxes payable a Pre-Closing Tax Period Tax Return by it; the due date (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or as may be subject to taxation by properly extended) for filing such jurisdiction; (e) each Acquiror Company has duly Tax Return, such Tax Return shall be filed in the manner that the Seller deems correct and timely collected or withheld, paid over and reported then amended to the appropriate Governmental Authority all amounts required extent necessary to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion reflect the later agreement of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidParties.

Tax Returns. Except as set forth on Schedule 6.16.1provided in Section 4.12(a), Caliper shall accurately prepare and timely file (aor cause to be so prepared and filed) all material Tax Returns required and other documentation of or with respect to the Company for Pre-Closing Tax Periods, and Taconic shall accurately prepare and timely file (or cause to be filed by so prepared and filed) all other Tax Returns and other documentation of or on behalf of with respect to the Acquiror Companies have been timely filed and all Company (each such Tax Return that relates to Pre-Closing Taxes, a “Pre-Closing Tax Return”). All Pre-Closing Tax Returns were shall be prepared in a manner consistent with prior practice unless otherwise required by applicable Law. Upon Caliper’s request, Taconic shall provide each Pre-Closing Tax Return that it prepares to Caliper at least fifteen (at the time they were filed15) days prior to filing such Pre-Closing Tax Return for its review and are true, correct and complete in all material respects; (b) all material comment. All Pre-Closing Taxes of relating to each Acquiror Company required to have been paid Pre-Closing Tax Return (whether or not reflected shown on any such Pre-Closing Tax Return) shall be the responsibility of, and a liability, subject to indemnification pursuant to Article 6, of Caliper, except that Taconic shall be responsible for and pay such Taxes Portions of this Exhibit were omitted and have been fully filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. to the extent that liability for such Taxes entered into the computation of the Post-Closing Adjustment Payment pursuant to Section 1.6. Taconic shall be responsible for and timely paidpay all Taxes of the Company other than Pre-Closing Taxes, except those provided, however, (i) that Taconic may apply without reimbursement any and all Tax attributes to offset or reduce the amount of any such Taxes which are presently being contested in good faith including without limitation, estimated taxes, net operating losses, prepaid amounts, and Tax credits, whether accruing before or after the Closing Date and (ii) Taconic shall not be responsible for any Taxes for which an adequate reserve it has a claim for the payment indemnification from Caliper under Article 6 of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company in connection with any Tax Returns covering such Acquiror Company or with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidthis Agreement.

Tax Returns. Except as set forth on Schedule 6.16.1, (a) Seller shall file or cause to be filed when due all material Tax Returns that are required to be filed by or on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company of the Companies or any of their Subsidiaries for taxable years or periods ending on or before the Closing Date and shall pay any Taxes due in connection with any respect of such Tax Returns. Buyer shall file or cause to be filed when due all Tax Returns covering such Acquiror Company that are required to be filed by or with respect to the Companies or any of their respective Subsidiaries for taxable years or periods ending after the Closing Date and shall remit any Taxes payable by it; (d) no Governmental Authority due in a jurisdiction where an Acquiror Company does not file respect of such Tax Returns has made a claim, assertion or threat Returns. With respect to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts any Tax Return required to be so collected filed by Buyer or withheld for all periods under all applicable laws; (f) there are no Liens Seller with respect to Taxes the Company and Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 5.1(a) or (b) hereof, the filing party shall provide the other party with a copy of such completed Tax Return and a statement certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to the principles of this Section 5.1, together with appropriate supporting information and schedules, at least 20 Business Days prior to the due date (including any Acquiror Company's property extension thereof) for the filing of such Tax Return (or assets in any event as soon as practicable) and such other than Permitted Liens; party shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. Tax Returns of the Companies and their Subsidiaries not yet filed for any taxable period that begins on or before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Companies and their Subsidiaries, except (gx) to the extent counsel for the filing party determines there are is no Tax rulingsreasonable basis in law therefor, requests for rulings(y) to the extent there would be no material adverse consequences to the non-filing party or its Affiliates, or closing agreements relating to (z) in the case that the filing party obtains the non- filing party's prior written consent (which consent shall not be unreasonably withheld or delayed). Payment by Buyer and Seller of any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paid.amounts due

Tax Returns. Except as set forth on Schedule 6.16.1(i) The Company shall, (a) at its expense, prepare and timely file, or cause to be prepared and timely filed, all material Tax Returns required to be filed by or on behalf of the Acquiror Transferred Companies have been timely filed and all such Tax Returns were (at relating to the time they were filed) Business and the Transferred Assets, in each case, that are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested due with respect to any Acquiror Company in connection with any Pre-Closing Tax Period. Tax Returns covering prepared by the Company pursuant to this Section 10.4(a)(i) shall be prepared in a manner consistent with past practices of the Transferred Companies or relating to the Business or the Transferred Assets, as applicable, unless otherwise required by Law. For the avoidance of doubt, the Company may, in its sole discretion, include in Canada Newco’s Canadian federal income tax return for its Tax period ending as a result of the sale of the Shares of Canada Newco hereunder, an election pursuant to subsection 256(9) of the Canadian ITA in respect of such Acquiror taxation year. The Company shall provide the Buyer with a copy of such Tax Returns (and supporting Schedules) (other than Tax Returns relating to the Business and the Transferred Assets) at least 30 days in advance of the due date for such Tax Returns. If the due date for filing any such Tax Return is within 30 days of the Initial Closing Date or the end of the taxable period with respect to which such Tax Return is being filed, the Company shall provide the Buyer with a copy of such Tax Return (and supporting Schedules) within a reasonable period of time prior to the due date. The Company will make any revisions to such Tax Returns reasonably requested by the Buyer prior to filing. The Company shall pay or cause to be paid any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens owed with respect to such Tax Returns, except to the extent (A) Buyer has already been compensated for such Taxes on by reason of the specific inclusion of such Taxes in the calculation of Closing Working Capital resulting in a reduction of the Purchase Price relative to what the Purchase Price otherwise would have been absent such Taxes or (B) such Taxes are the responsibility of the Buyer pursuant to Section 13.6. The amount of any Acquiror Company's property or assets other than Permitted Liens; (gTaxes of a Transferred Company paid by the Company under this Section 10.4(a) there are no shall be treated by the parties for Tax rulings, requests for rulings, or closing agreements relating purposes as an adjustment to any Acquiror Company for any period (or the portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report Purchase Price allocated to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidshares of such Transferred Company hereunder.

Tax Returns. Except as set forth on Schedule 6.16.1, (ai) Sellers shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all material Tax Returns that are (x) required to be filed by or with respect to Newco Brazil for taxable years or periods ending on or before the Closing Date (in the case of income, franchise and similar Tax Returns required to be filed by or with respect to Newco Brazil as well as Tax Returns required to be filed by or with respect to Newco Brazil on behalf a combined, consolidated or unitary basis with Sellers or any Affiliate thereof) or (y) due on or before the Closing Date (with respect to other Tax Returns), and in each case Sellers shall remit or cause to be remitted any Taxes due in respect of the Acquiror Companies have been such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to Newco Brazil and Buyer shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed by Buyer pursuant to the preceding sentence that relate to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including, without limitation, any such position, election or method which would have the effect of accelerating income to periods for which Sellers are liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Sellers not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Sellers, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (at I) of this sentence. Sellers or Buyer shall pay the time they were filedother party for the Taxes for which Sellers or Buyer, respectively, is liable pursuant to paragraph (a) and of this Section 8.2 but which are true, correct and complete in all material respects; payable with any Tax Return to be filed by the other party pursuant to this paragraph (b) all material Taxes upon the written request of each Acquiror Company required the party entitled to have been paid (whether payment, setting forth in detail the computation of the amount owed by Sellers or not reflected on any Tax Return) have been fully and timely paidBuyer, except those Taxes which are presently being contested as the case may be, but in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company in connection with any Tax Returns covering such Acquiror Company or with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported event earlier than 10 business days prior to the appropriate Governmental Authority all amounts required to be so collected or withheld due date for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that paying such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidTaxes.

Tax Returns. Except as set forth on Schedule 6.16.1, (a) all material With respect to Tax Returns required to be filed by or by, on behalf of or with respect to, the Acquiror Companies have been Company and its Subsidiaries, the Company shall prepare or cause to be prepared, in a manner consistent with past practice, and timely file or cause to be timely filed and when due (taking into account all extensions properly obtained) all such Tax Returns were that are required to be filed on or prior to the Closing Date. Parent shall prepare or cause to be prepared, in a manner consistent with past practice, and file or cause to be filed when due (at the time they were filed) and are true, correct and complete in taking into account all material respects; (bextensions properly obtained) all material Taxes of each Acquiror Company other Tax Returns that are required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company in connection with any Tax Returns covering such Acquiror Company be filed by or with respect to the Company and its Subsidiaries for any Taxes payable Tax period ending on or before the Closing Date, provided, that Parent shall (i) provide such Tax Returns to the Securityholders’ Agent for review and approval no less than 30 days prior to the due date for timely filing of such Tax Returns, or if the due date is within 30 days of the Closing Date, as promptly as practical after the Closing Date, (ii) make such revisions to such Tax Returns as are reasonably requested by it; the Securityholders’ Agent, and (diii) no Governmental Authority not file or cause to be filed any such Tax Returns without obtaining the Securityholders’ Agent’s written consent, which consent shall not be unreasonably withheld. Parent shall prepare or cause to be prepared, in a jurisdiction where an Acquiror Company does not manner consistent with past practice, and file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts are required to be so collected filed by or withheld for all periods under all applicable laws; (f) there are no Liens with respect to the Company and its Subsidiaries for a Straddle Period, provided, that Parent shall (i) provide such Tax Returns to the Securityholders’ Agent for review and comment no less than 30 days prior to the due date for timely filing of such Tax Returns, or if the due date is within 30 days of the Closing Date, as promptly as practical after the Closing Date, and (ii) consider in good faith revisions to such Tax Returns as are reasonably requested by the Securityholders’ Agent. The Effective Time Holders shall pay (on a pro rata basis in accordance with their respective Indemnification Percentages) to Parent no later than ten (10) Business Days prior to the due date thereof the amount of any Taxes of the Company or its Subsidiaries for a Pre-Closing Tax Period reported on any Acquiror Company's property or assets other than Permitted Liens; Tax Return filed by Parent (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company except for any period (or portion such Taxes reflected in the calculation of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, Closing Working Capital and any additional such Taxes due with respect thereto have been paidpreviously recovered by any Indemnitee pursuant to Section 10.2).

Tax Returns. Except as set forth on Schedule 6.16.1Within 60 days after the date of this Agreement, Sellers will deliver or cause to be delivered to Buyer, true and complete copies, to the extent available, of: (aA) all material income Tax Returns of the Companies for periods subsequent to December 31, 1993 (or, with respect to consolidated, combined or unitary returns, the portion thereof relating to the Companies; and (B) any workpapers or other supporting data reasonably requested by Buyer relating to "income Taxes payable" reflected in the books and records of the Companies as of December 31, 1996 (to the extent available), relating to Tax Returns made available pursuant to (A) or (B) or relating to Tax Returns referred to in (A) not yet filed. Sellers shall file or cause to be filed when due all Tax Returns that are required to be filed by or on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company in connection with any Tax Returns covering such Acquiror Company the Companies for taxable years or with respect periods ending on or before the Closing Date and Sellers shall remit (or cause to any Taxes payable by it; (dbe remitted) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority any Taxes due in respect of such Tax Returns. At Sellers' request, Buyer shall prepare or cause to be prepared (the preparer to be consistent with past practice) Tax Returns for taxable periods ending on or before the Closing Date consistent with past practice, and submit them to Sellers no less than 30 days prior to the respective due date, for Sellers' review and filing and Sellers shall incur any Costs of any outside services for this activity. Buyer shall file or cause to be filed when due all amounts Tax Returns that are required to be so collected filed by or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property the Companies for taxable years or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period periods ending after the Closing Date and Buyer shall remit (or portion of a periodcause to be remitted) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and Governmental Authority any additional Taxes due in respect of such Tax Returns. Sellers or Buyer shall reimburse the other party the Taxes for which Sellers or Buyer is liable pursuant to paragraph (a) of this Section 7.6 but which are payable with any Tax Return to be filed by Buyer pursuant to the previous sentence upon written request of the party entitled to reimbursement setting forth in detail the computation of the amount owed by Sellers or Buyer, as the case may be, but in no event less than 15 days prior to the due date for the filing of such Tax Return. All Tax Returns which Sellers are required to file or cause to be filed in accordance with this paragraph (b) shall be prepared and filed in a manner consistent with past practice in preparing and filing similar Tax Returns and shall not thereafter amend any Tax Return to take positions inconsistent with such past practice. The Buyer agrees that no tax election will be made by Buyer which will affect Taxes of a year or period ending on or prior to Closing Date unless made with the prior written consent of Seller. Sellers reserve the right to make an election under Reg. P. 301.7701-3(c), which election shall be in effect prior to the Closing Date, with respect thereto have been paidto the eligible foreign companies set forth in Section 7.6(b) of the DISCLOSURE SCHEDULE, which companies will all be single owner entities within the meaning of Reg. P. 301.7701-3. Furthermore, Sellers agree to indemnify Buyer for any capital or stamp taxes payable in connection with the capitalization of such entity that purchases the shares of any company for which the election in the previous sentence is made. Sellers' indemnity in the sentence immediately above shall be limited to the amount needed to be contributed to effect the transaction and shall not exceed the amount of the purchase price allocated to the entity.

Tax Returns. Except as set forth on Schedule 6.16.1(i) Buyer shall timely file, or cause to be timely filed, when due (ataking into account all extensions properly obtained) all material Tax Returns that are required to be filed by or with respect to the Acquired Companies after the Closing Date, and Buyer shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed by Buyer pursuant to the preceding sentence that relate to taxable years or periods ending on behalf or before the Closing Date and any Straddle Period (x) such Tax Returns shall be filed in a manner reasonably consistent with past practice and Section 8.1(a)(v) and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Sellers are liable or deferring deductions to periods for which Buyer is liable) to the Acquiror Companies have been timely filed extent permitted by applicable law and (y) such Tax Returns with respect to any Taxable year or period ending on or prior to or including the Closing Date shall be submitted to the Stockholder Representative not later than thirty (30) days prior to the due date for filing such Tax Returns (or, if such due date is within forty-five (45) days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by the Stockholder Representative, 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 (at x) of this sentence. Sellers, on the time they were filedone hand, or Buyer, on the other hand, shall pay the other party for the Taxes for which Sellers or Buyer, respectively, are or is liable pursuant to Section 8.1(a) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes but which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company in connection payable with any Tax Returns covering such Acquiror Company Return to be filed by the other party pursuant to this Section 8.1(b) upon the written request of the party entitled to payment, setting forth in detail the computation of the amount owed by Sellers or with respect to any Taxes payable by it; Buyer, as the case may be, but in no event earlier than ten (d10) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported Business Days prior to the appropriate Governmental Authority all amounts required to be so collected or withheld due date for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that paying such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidTaxes.

Tax Returns. Except as set forth on Schedule 6.16.1, (a) The Purchased Entity shall prepare and timely file (or cause to be prepared and timely filed) all material Tax Returns of the Purchased Entity and its Subsidiaries required to be filed by or on behalf after the Closing Date (after taking into account extensions therefor) other than any Seller Combined Tax Return. In the case of any such Tax Return of the Acquiror Companies have been timely filed and all such Purchased Entity or any of its Subsidiaries for any Pre-Closing Tax Returns were Period or Straddle Period that is either (at the time they were filedi) and are true, correct and complete in all material respects; a Flow-Through Income Tax Return or (bii) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return other than a Flow-Through Income Tax Return) have been fully and timely paid, except those Taxes which are presently being contested but, in good faith the case of this clause (ii), solely if filed prior to the final determination of the Final Secondary Equity Interests Cash Consideration pursuant to Section 2.12 (each, a “Pre-Closing Tax Return”): the Purchased Entity shall prepare or for which an adequate reserve for cause to be prepared such Pre-Closing Tax Return in a manner consistent with past practices of the payment Purchased Entity or its applicable Subsidiary (or of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given Seller or requested its Affiliates with respect to the Purchased Entity or its applicable Subsidiary), except to the extent preparing such Pre-Closing Tax Return in such a manner would result in such Pre-Closing Tax Return reflecting a position that is not at least “more likely than not” correct under applicable Tax Law or as required by this Agreement; Purchaser shall use commercially reasonable efforts to cause the Purchased Entity to deliver to Seller for its review and comment a copy of each such Pre-Closing Tax Return at least thirty (30) days prior to the due date thereof (taking into account any Acquiror Company in connection with extensions), or as soon as reasonably practicable prior to the due date thereof (taking into account any extensions) for non-income Pre-Closing Tax Returns covering Returns; Purchaser shall not, and shall cause the Purchased Entity not to, file such Acquiror Company or with respect Pre-Closing Tax Return without the prior written consent of Seller, such consent not to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or unreasonably withheld, paid over conditioned, or delayed. Purchaser shall not, and reported to shall cause the appropriate Governmental Authority all amounts required Purchased Entity not to, amend or revoke any Pre-Closing Tax Return without the prior written consent of Seller, such consent not to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulingsunreasonably withheld, requests for rulingsconditioned, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paiddelayed.

Tax Returns. Except as set forth on Schedule 6.16.1Notwithstanding anything to the contrary, (a) all material Tax Returns Parent shall be responsible for the preparation and filing of any Return with respect to the Company or any of its Subsidiaries that is required to be filed by or on behalf after the Closing Date (as well as the related costs of the Acquiror Companies have been timely preparation thereof, except to the extent such costs are otherwise determined to be indemnifiable Losses), including any amended or previously unfiled Return relating to any period filed in order to comply with applicable Law; provided, however, that Parent shall permit the Stockholders’ Representative (and all such Tax Returns were (any other tax or legal advisor to the Stockholders’ Representative, at the time they were reasonable discretion of Stockholders’ Representative whom Stockholders’ Representative may engage to review such Return) to review and comment on each such material Return prior to such filing. Not less than thirty (30) days before the earlier of the due date of any such Return or the date on which such material Return is to be filed, Parent shall furnish a draft of such Return (as proposed to be filed) to Stockholders’ Representative for his review. Not less than twenty (20) days before the earlier of the due date of such Return or the date on which such Return is to be filed, Stockholders’ Representative shall forward to Parent any comments it may have relating to such Return, and are true, correct Parent and complete in all material respects; (b) all material Taxes of each Acquiror Company required the Stockholders’ Representative shall agree to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested resolve in good faith any disputes regarding such Return prior to the due date or for which an adequate reserve for the payment date such Return is intended to be filed by Parent. Any dispute regarding such Return that cannot be resolved by negotiation between Parent and the Stockholders’ Representative shall be resolved by the Independent Auditor no later than the day that is five (5) Business Days prior to the due date of such Taxes Return (provided, that, if such dispute has not been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested resolve prior to such day, Parent will exercise its good faith judgment with respect to any Acquiror Company the contents of such Return); provided, however, that in connection with any Tax Returns covering such Acquiror Company or resolving a dispute with respect to any Taxes payable a Return, the Independent Auditor shall be bound by it; (d) no Governmental Authority the requirement that the Return be prepared in a jurisdiction where an Acquiror manner consistent with past reporting practices of the Company does not file Tax Returns has made or the applicable Subsidiary unless otherwise required in accordance with applicable Law (it being understood that a claim, assertion or threat to such Acquiror Company that such Acquiror Company position taken on a Return is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported in accordance with applicable Law to the appropriate Governmental Authority all amounts required extent the position is determined to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect more likely than not to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion be sustained). Each of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report parties also agrees to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidprocedures set forth in Schedule 7.2(a)(vi).

Tax Returns. Except as set forth on Schedule 6.16.1, (a) 5.4.1 The Seller shall file or cause to be filed all material Tax Returns required to be filed by or on behalf each member of the Acquiror Companies have been timely filed and all such Tax Returns were Company Group (at other than an Acquired Partnership where the time they were filedSeller or a member of the Company Group is not the “tax matters partner” (within the meaning of section 6231 of the Code) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (cAcquired Partnership) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company in connection with any Tax Returns covering such Acquiror Company or with respect to the Transferred Assets due on or before the Closing Date. At least ten (10) Business Days prior to filing any such Tax Return with respect to Company Group Non-Income Taxes payable (other than with respect to the Transferred Assets and Excluded Assets, in each case if such Tax Return (1) includes assets or operations other than those owned by it; members of the Company Group after the Closing Date or (d2) no Governmental Authority in relates solely to the Excluded Assets), the Seller shall submit a jurisdiction where an Acquiror Company does copy of such Tax Returns (and any schedules, work papers and other documentation relevant to the preparation of such Tax Return) to the Buyer for the Buyer’s review and approval, which approval shall not be unreasonably withheld. Seller shall not file such return or cause such return to be filed until the earlier of either the receipt of written notice from Buyer indicating Buyer’s consent thereto, or the due date for such return (taking into account any valid extensions). If Buyer fails to approve any such Tax Returns has made Return, such approval will be treated as unreasonably withheld unless such approval is not given because the Buyer or its Affiliates is adversely affected by a claimposition taken by a member of the Company Group in the Tax Return and such position is not consistent with past practices of such member of the Company Group, assertion unless required by Law. If the Buyer disputes any item on such Tax Return, it shall notify the Seller of such disputed item (or threat items) and the basis for its objection. The Parties shall act in good faith to resolve any such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported dispute prior to the appropriate Governmental Authority all amounts date on which such Tax Return is required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on filed. If the Parties cannot resolve any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulingsdisputed item, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of item in question shall be resolved by an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report independent accounting firm mutually acceptable to the appropriate state, local or foreign taxing authorities has been reported, Seller and any additional Taxes due with respect thereto have been paidthe Buyer. The fees and expenses of such accounting firm shall be borne equally by the Seller and the Buyer.

Tax Returns. Except as set forth on Schedule 6.16.1, (a) Following the Closing, Parent shall prepare, or cause to be prepared, and timely file or cause to be timely filed, all material Tax Returns that are required to be filed by for the Acquired Companies (other than the Professional Corporations) that relate to (or on behalf of include) any Pre-Closing Tax Period and that are due after the Acquiror Companies have been timely filed and all Closing Date. Any such Tax Returns were shall be prepared in a manner consistent with all positions taken, methods used, and elections made in prior periods in filing Tax Returns for the Acquired Companies (other than the Professional Corporations) to the extent consistent with applicable law and before filing any such Tax Return, Parent shall provide Holders’ Representative with a copy of such Tax Return for review and comment at least twenty (20) Business Days prior to the time they were filedlast date for timely filing such Tax Return (giving effect to any valid extensions thereof). At least ten (10) and are true, correct and complete in all material respects; (b) all material Taxes Business Days prior to the due date for the filing of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return provided to Holders’ Representative pursuant to this Section 7.9, the Holders’ Representative shall notify Parent of the existence of any objection or any comment the Holders’ Representative may have to any items set forth on such draft Tax Return) have been fully , and timely paidif, except those Taxes which are presently being contested after consulting in good faith or faith, Parent and the Holders’ Representative are unable to resolve such objection(s), such objection(s) shall be referred to the Accounting Firm for which an adequate reserve for resolution in accordance with the payment of such Taxes has been established on procedures set forth in Section 7.9. If the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested Accounting Firm is unable to make a determination with respect to any Acquiror Company disputed item before five (5) Business Days prior to the due date for the filing of the Tax Return in connection with any question, then (i) Parent may file such Tax Returns covering such Acquiror Company or Return reflecting Parent’s position with respect to any Taxes payable by it; disputed item and (dii) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company if the Accounting Firm subsequently determines that such Acquiror Company is or may Tax Return should be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly amended, Parent shall file an amended Tax Return reflecting the Accounting Firm’s determination. The fees and timely collected or withheld, expenses of the Accounting Firm shall be paid over and reported in the manner prescribed in Section 7.9. Notwithstanding anything to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods contrary in this Agreement (including Article 9), the Holders and the Holders’ Representative shall have no liability under all applicable laws; this Agreement (fincluding via the Escrow Agreement) there are no Liens with respect to (and Parent shall pay or cause to be paid) (x) any Taxes on that were taken into account in the calculation of Net Working Capital as used in the Final Purchase Price, (y) Taxes incurred as a result of actions outside the ordinary course taken after the Closing or (z) Taxes incurred in any Acquiror Company's property or assets period that is not a Pre-Closing Tax Period. Following the Closing, neither Parent nor any Acquired Company (other than Permitted Liens; (gthe Professional Corporations) there are no shall amend any Tax rulings, requests for rulings, or closing agreements relating Return to the extent that such Tax Return relates to any Acquiror Company Pre-Closing Tax Period without the prior written consent of the Holders’ Representative (which will not be unreasonably withheld, conditioned or delayed). Parent shall, if the Holders’ Representative requests and at the expense of the Holders’ Representative, cause the relevant entity to file for and obtain any period refunds or credits to which the Holders may be entitled under Section 7.9(b). Parent shall control (at the expense of the Holders’ Representative) the prosecution and content of any such refund or portion credit claim, but shall keep the Holders’ Representative fully apprised of a period) that would affect the status of such refund or credit claim and allow Holders’ Representative to participate in the assertion of any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidclaim.

Tax Returns. Except as set forth on Schedule 6.16.1, (a) all material Parent shall prepare or shall cause to be prepared (i) any combined, consolidated or unitary Tax Returns Return that includes any member of the Parent Group, on the one hand, and any of the Transferred Entities, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company of the Transferred Entities for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Parent shall timely file or cause to be timely filed, and shall pay or cause to be paid any Taxes shown as due on, any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). Parent shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least thirty (30) days (or such shorter period as is reasonable taking into account the Tax period and the nature of the relevant Tax Return or other relevant circumstances) prior to the due date for filing such Tax Returns (taking into account any extensions) for Purchaser’s review and comment, and Parent shall consider in connection good faith any written comments to such Pre-Closing Separate Tax Returns received from Purchaser reasonably in advance of such due date for filing such Tax Returns. Purchaser shall timely file or cause to be timely filed such Tax Returns and shall pay or cause to be paid any Taxes shown as due thereon and Parent shall pay Purchaser the amount of any such Taxes that are the responsibility of Sellers under Section 7.02 no later than ten (10) days after Purchaser notifies Seller in writing that it has filed, or caused to be filed, such Tax Return and paid, or caused to be paid, such Taxes. Except as otherwise required by applicable Law or as would not reasonably be expected to have an adverse effect or be binding on Purchaser or any of its Affiliates (including the Transferred Entities) in a Post-Closing Period, all Pre-Closing Separate Tax Returns shall be prepared in a manner consistent with past practices of the Transferred Entities (or of Parent with respect to the Transferred Entities). Purchaser shall not amend or revoke any Combined Tax Return or any Pre-Closing Separate Tax Returns (or any notification or election relating thereto) without the prior written consent of Parent. At Parent’s reasonable request and expense, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns unless such amended Pre-Closing Separate Tax Return, or the filing thereof, would reasonably be expected to have an adverse effect on Purchaser or any of its Affiliates (including the Transferred Entities) in a Post-Closing Period. Purchaser shall promptly provide (or cause to be provided) to Parent any information reasonably requested by Parent to facilitate the preparation and filing of any Tax Returns covering described in this Section 7.05(a) and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such Acquiror Company or with respect to any Taxes payable by it; (d) no Governmental Authority information in a jurisdiction where an Acquiror Company does not file Tax Returns has made manner and on a claimtimeline requested by Parent, assertion or threat to such Acquiror Company that such Acquiror Company is or may which information and timeline shall be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheldconsistent with the past practice of the Transferred Entities, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidas applicable.

Tax Returns. Except as set forth on Schedule 6.16.1, (ai) Parent shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) (x) all material Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on behalf or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Acquiror Companies have been that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, 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 in each case that are required to be filed by or with respect to each Company, and Buyer shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed by Buyer pursuant to the preceding sentence that relate to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) except as otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by 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 (at the time they were filedI) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required this sentence. With respect to have been paid (whether or not reflected on any Tax Return) have been fully and timely paidReturns to be filed by Parent under this SECTION 8.2(B)(I), except those Taxes 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 are presently being contested in good faith or would have the effect of accelerating deductions to periods for which an adequate reserve 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 payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested Closing Date or, with respect to any Acquiror Company in connection Straddle Period, the 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 Returns covering such Acquiror Company Return to be filed by the other party pursuant to this SECTION 8.2(B) upon the written request of the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or with respect to any Taxes payable by it; (d) Buyer, as the case may be, but in no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported event earlier than 10 business days prior to the appropriate Governmental Authority all amounts required to be so collected or withheld due date for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that paying such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidTaxes.

Tax Returns. Except as set forth on Schedule 6.16.1, (a) Seller shall file or cause to be filed when due all material Tax Returns that are required to be filed by or on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company of the Companies or any of their Subsidiaries for taxable years or periods ending on or before the Closing Date and shall pay any Taxes due in connection with any respect of such Tax Returns. Buyer shall file or cause to be filed when due all Tax Returns covering such Acquiror Company that are required to be filed by or with respect to the Companies or any of their respective Subsidiaries for taxable years or periods ending after the Closing Date and shall remit any Taxes payable by it; (d) no Governmental Authority due in a jurisdiction where an Acquiror Company does not file respect of such Tax Returns has made a claim, assertion or threat Returns. With respect to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts any Tax Return required to be so collected filed by Buyer or withheld for all periods under all applicable laws; (f) there are no Liens Seller with respect to Taxes the Company and Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 5.1(a) or (b) hereof, the filing party shall provide the other party with a copy of such completed Tax Return and a statement certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to the principles of this Section 5.1, together with appropriate supporting information and schedules, at least 20 Business Days prior to the due date (including any Acquiror Company's property or assets other than Permitted Liens; (gextension thereof) there are no for the filing of such Tax rulings, requests for rulingsReturn, or closing agreements relating in any event, as soon as practicable, and such other party shall have the right to any Acquiror Company review and comment on such Tax Return and statement prior to the filing of such Tax Return. Tax Returns of the Companies and their Subsidiaries not yet filed for any taxable period (that begins on or portion of before the Closing Date shall be prepared in a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report manner consistent with past practices employed with respect to the appropriate stateCompanies and their Subsidiaries, local except (x) to the extent counsel for the filing party determines there is no reasonable basis in law therefor, (y) to the extent there would be no material adverse consequences to the non-filing party or foreign taxing authorities has been reportedits Affiliates, and any additional Taxes due with respect thereto have been paid.or (z) in the case that the filing party obtains the non-filing party's prior written consent (which consent shall not be unreasonably withheld or

Tax Returns. Except as set forth on Schedule 6.16.1, (a) Parent shall prepare or shall cause to be prepared (i) all material Tax Returns of the Transferred Entities that are due (taking into account applicable extensions) on or prior to the Closing Date, (ii) any Tax Return that is required to be filed after Closing by or with respect to any of the Transferred Entities for any taxable period that ends on or before the Closing Date, and (iii) all Tax Returns for the Transferred Entities that are required to be included in (or filed with) a Tax Return of an affiliated, consolidated, combined, unitary, or aggregate group of which Parent or any of its Affiliates is part (a “Parent Combined Return”). All such Tax Returns referred to in this Section 7.05(a) (other than any Parent Combined Return with respect to U.S. federal or state income taxes) shall be prepared in a manner consistent with past practices of the relevant Transferred Entity, except as otherwise required by an applicable change in Law after the date on which the most recent relevant Tax Return was filed or to the extent failure to do so could not reasonably be expected to adversely affect Purchaser Parent or any of its Affiliates (including the Transferred Entities after the Closing). With respect to any Income Tax Return required to be prepared by Parent pursuant to clause (ii) of this Section 7.05(a) (and with respect to any non-Income Tax Returns required to be filed prepared by Parent pursuant to clause (ii) of this Section 7.05(a), upon Purchaser Parent’s written request), not later than 30 days (or on behalf such shorter period as is reasonable taking into account the Tax period and the nature of the Acquiror Companies have been relevant Tax Return or other relevant circumstances) prior to the due date for filing any such Tax Return (taking into account applicable extensions), Parent shall provide Purchaser Parent with a copy of the draft of such Tax Return for Purchaser Parent’s review and comment, and Parent shall (x) consider in good faith any reasonable comments received from Purchaser Parent not later than ten days following the date such draft Tax Return was provided to Purchaser Parent by Parent (or such shorter period as is reasonable taking into account the Tax period and the nature of the relevant Tax Return or other relevant circumstances) and (y) not unreasonably refuse to reflect any such comments on such Tax Return. Parent shall timely file or cause to be timely filed and all such Tax Returns were (at the time they were filedreferred to in this Section 7.05(a) and are true, correct and complete in all material respects; (b) all material shall pay or cause to be paid any Taxes of each Acquiror Company required to have been paid (whether or not reflected shown as due on any such Tax Return) have been fully Returns. At Parent’s reasonable request and timely paidexpense, Purchaser Parent shall file, or cause to be filed, amended Tax Returns of the Transferred Entities for any taxable period that ends on or before the Closing Date, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company in connection with any Tax Returns covering such Acquiror Company or with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required extent such amendment would reasonably be expected to be so collected adversely affect Purchaser Parent or withheld for all periods under all applicable laws; any of its Affiliates (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period including the Transferred Entities after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidClosing).

Tax Returns. Except as set forth on Schedule 6.16.1(i) Buyer shall properly prepare or cause to be properly prepared, (a) and shall timely file or cause to be timely filed, all material income Tax Returns required which include any Subsidiary or their respective assets or operations for all taxable periods of the Subsidiaries ending on or before the Closing Date and for which the due date for filing is after the Closing Date (which income Tax Returns shall include the Subsidiaries and the reportable items from the assets or operations of the Subsidiaries through and including the Closing Date). Such income Tax Returns (insofar as they relate to any Subsidiary) shall be prepared in a manner consistent with past practices, and Buyer shall pay or cause to be filed by or paid all income Taxes shown as due on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were after application of all estimated tax payments previously made with respect thereto. Such income Tax Returns (at or the time they were filedportions thereof that relate to any Subsidiary) shall be provided to Seller for Seller's review and are truecomment 30 days prior to filing, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required Seller shall be entitled to have been paid (whether or not reflected on suggest to Buyer any reasonable changes to such income Tax Return) have been fully Returns. Seller and timely paid, except those Taxes which are presently being contested Buyer agree to consult and resolve in good faith or for which an adequate reserve for any issue arising as a result of the payment review of such Taxes has been established on income Tax Returns and mutually to consent to the Acquiror Balance Sheet; (c) no waivers filing as promptly as possible of statutes such income Tax Returns. In the event the parties are unable to resolve any dispute within fifteen days following the delivery of limitation have been given or requested such income Tax Returns, the parties shall jointly request the Auditor to resolve any issue at least ten days before the due date of any such income Tax Return, in order that such Tax Return may be timely filed. In deciding the resolution of the dispute, the Auditor shall be instructed to give deference to the position advocated by Seller, provided such position is in accordance with applicable standards relating to the practice of certified public accountants generally and is not inconsistent with Seller's past practices. If the Auditor is unable to make a determination with respect to any Acquiror Company disputed issue within five business days prior to the due date (including extensions) for the filing of the income Tax Return in connection with any question, then such income Tax Returns covering Return shall be filed in the form advocated by Seller prior to such Acquiror Company or due date without such determination having been made. Notwithstanding the filing of such Tax Return, the Auditor shall make a determination with respect to any Taxes payable by it; (d) no Governmental Authority disputed issue, and an amended return shall be filed if necessary to reflect the Auditor's determination. The fees and expenses of the Auditor shall be allocated between Buyer and Seller proportionately in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claimaccordance with the formula set forth in Section 1.3(c). Buyer shall, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported subsequent to the appropriate Governmental Authority all amounts required Closing Date, provide written notice to be so collected Seller of the filing of any amended income Tax Return or withheld claim for all periods under all applicable laws; (f) there are no Liens refund with respect to Taxes any taxable period ending on or prior to the Closing Date; and if any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulingssuch filing could reasonably be expected to have a material adverse effect on the condition of Seller, or closing agreements relating to any Acquiror Company its respective subsidiaries, for any taxable period (or portion of a period) that would affect any period ending after the date hereof; and Closing Date, Buyer shall not make such filing without the consent of Seller, which consent will not be unreasonably withheld. Nothing in this Section 6.1(e)(i) shall excuse Seller from its indemnification obligations pursuant to Section 6.1(a) hereof if the amount of income Taxes as ultimately determined (h) any adjustment of Taxes of an Acquiror Company made on audit or otherwise), for the periods covered by a Governmental Authority in any examination that such Acquiror Company is required to report to Tax Returns exceeds the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidamount determined under this Section 6.1(e)(i).

Tax Returns. Except Lessee will provide such information as set forth on Schedule 6.16.1may be reasonably requested by any Tax Indemnitee and reasonably obtainable by Lessee to enable any Tax Indemnitee to fulfil its tax filing requirements with respect to the transactions contemplated by the Relevant Documents. In the event that any return, (a) all material Tax Returns statement or report is required to be made or filed by or on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are trueLessee or, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on if Lessee has actual knowledge thereof, by any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested Indemnitee with respect to any Acquiror Company in connection with any Tax Returns covering such Acquiror Company or with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected indemnified against by Lessee under this Clause 9, Lessee shall notify Lessor or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no the relevant Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion Indemnitee of a period) that would affect any period after the date hereof; such filing requirement and (ha) to the extent permitted by law and timely requested by the relevant Tax Indemnitee or required by law, make and file in its own name such return, statement or report (together with any adjustment applicable Tax payment) in such manner as will show the ownership of Taxes the Aircraft in Owner and furnish Lessor with a copy of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company return, statement or report or (b) where such return, statement or report is required to be in the name of or filed by any Tax Indemnitee, prepare and furnish such return, statement or report for filing by the relevant Tax Indemnitee in such manner as shall be reasonably satisfactory to the relevant Tax Indemnitee and send the same (together with any applicable Tax payment) to the relevant Tax Indemnitee for filing no later than 30 days prior to the due date. Where a Tax Indemnitee is required to make or file a return, statement or report reflecting items other than or in addition to Taxes indemnified against by Lessee under this Clause 9, Lessee shall, upon Lessor’s timely and reasonable request, provide the relevant Tax Indemnitee with information readily available to Lessee, within a reasonable time, sufficient to permit such return, statement or report to be properly made and timely filed. If Lessee timely satisfies the appropriate staterequirement set out herein and Lessor does not timely file the relevant report, local return or foreign taxing authorities has been reportedstatement (together with any payment of Tax furnished by Lessee) that Lessor or the relevant Tax Indemnitee is required to file pursuant to the foregoing, and if such failure results in a Tax liability that is in excess of the Tax liability that Lessee would be obligated to pay and indemnify Lessor or such Tax Indemnitee for, Lessor shall indemnify Lessee for any additional Taxes due with respect thereto have been paidsuch excess.

Tax Returns. Except as set forth on Schedule 6.16.1, (a) all material Tax Returns required Parent shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for any Acquired Company that relate to any Tax period ending on or before the Closing Date which are due after the Closing Date (a “Pre-Closing Tax Return”) or Straddle Period. All such Tax Returns shall be prepared in a manner consistent with past practice of the applicable Acquired Company, to the extent permitted by applicable Legal Requirements. At least thirty (30) days prior to the due date (including any extensions) of any such Pre-Closing Tax Return or Straddle Period Tax Return, Parent shall cause a draft copy of such Tax Return to be delivered to the Securityholders’ Agent for the Securityholders’ Agent’s review and comment. Parent shall consider in good faith any and all reasonable comments provided by the Securityholders’ Agent with respect to any such Tax Returns to the extent such comments are consistent with past practices of the applicable Acquired Company; provided that such reasonable comments are delivered in writing by the Securityholders’ Agent to Parent within fifteen (15) days of delivery of the draft Tax Returns by Parent to Securityholders’ Agent (the “Tax Comments”). If the Securityholders’ Agent does not provide Tax Comments within such period, the amount of Taxes shown to be due and payable on such Tax Return shall be deemed to be accepted and agreed upon, and final and conclusive, for purposes of this Section 6.2(a). If Tax Comments are timely provided by the Securityholders’ Agent in accordance with the foregoing provisions, then Parent shall consider in good faith such Tax Comments and the parties shall act in good faith to resolve any dispute prior to the due date of any such Pre-Closing Tax Return or Straddle Period Tax Return. If Parent and the Securityholders’ Agent cannot resolve any such disputed Tax Comment, the disputed items shall be referred to a senior Tax partner at the Accounting Firm (the “Tax Arbitrator”) for prompt resolution (in Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. accordance with the provisions of this Section 6.2(a)), whose determination shall be final and conclusive for purposes of this Section 6.2(a). The Tax Arbitrator shall be instructed to use every reasonable effort to complete its services as soon as practicable after such submission. If the Tax Arbitrator is unable to resolve the dispute prior to the due date (including any extensions) of such Tax Returns, Parent shall cause the Tax Comments with respect to which there is no dispute among the parties to be reflected on such Tax Returns, and the parties agree to amend any such Tax Returns to the extent necessary based on the final determination of the Tax Arbitrator with respect to the disputed items. The fees and expenses of the Tax Arbitrator in connection with its work pursuant to this Section 6.2(a) shall be apportioned between the Parent and the Securityholders’ Agent (on behalf of the Acquiror Companies have been timely filed Effective Time Holders) based upon the relative success of each such party’s claims as reflected in the determinations made by the Tax Arbitrator. Any and all such Tax Returns were (at the time they were filed) and are truethird-party costs, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether fees or not reflected on expenses incurred by Parent, its Affiliates or any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Acquired Company in connection with any Pre-Closing Tax Returns covering Return and fifty percent (50%) of any such Acquiror Company fees and expenses in current in connection with any Straddle Period Tax Return, in each case prepared or filed in connection with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claimthis Section 6.2(a), assertion or threat to such Acquiror Company that such Acquiror Company is or may shall be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly considered Damages for which the Parent Indemnitees shall be indemnified and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidheld harmless.

Tax Returns. Except as set forth The Stockholders shall cause to be prepared and timely filed all Returns of the Company that are due with respect to any Pre-Closing Tax Period, including all Returns for which the due date (with applicable extensions) falls on Schedule 6.16.1or before the Closing Date. The Stockholders shall have authority to reasonably determine the manner in which any items of income, (a) 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 will be prepared by treating items on such Returns in a manner consistent with past practice with respect to such items, unless otherwise required by Law. The Stockholders shall provide, or cause to be provided, to the Buyer drafts of all material Tax Returns required to be prepared and filed by or on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested Stockholders with respect to any Acquiror Company Pre-Closing Tax Period under this Section 6.3 at least 30 days prior to the due date for the filing of such Returns (including any extensions). At least 15 days prior to the due date for the filing of such Returns (including any extensions), the Buyer will notify the Stockholders Representative of the existence of any objection (specifying in connection with any Tax Returns covering reasonable detail the nature and basis of such Acquiror Company or with respect objection) the Buyer may have to any Taxes payable by it; items set forth on such draft Returns (d) no Governmental Authority a “Dispute Notice”). The Buyer and the Stockholders Representative shall consult and resolve in a jurisdiction where an Acquiror Company does good faith any such objection. However, if the Buyer and the Stockholders Representative cannot file Tax Returns has made a claimresolve any such objection, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported they will refer the objection to the appropriate Governmental Authority Arbitration Firm for prompt resolution. The Buyer and the Stockholders Representative shall share equally all amounts required costs of hiring the Arbitration Firm for purposes of this Section 6.3. The Stockholders shall not cause to be so collected filed any Return without the prior written consent of the Buyer, which consent will not be unreasonably withheld or withheld for all periods under all applicable lawsdelayed; (f) there are provided, however, that no Liens with respect to Taxes on any Acquiror Company's property such consent will be required if the Buyer shall not have timely delivered a Dispute Notice or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority objections contained in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto Dispute Notice have been paidfinally resolved.

Tax Returns. Except as set forth on Schedule 6.16.1, (a) The Sellers’ Representative, at the sole cost and expense of the Sellers, will prepare and timely file or cause to be prepared and timely filed all material Tax Returns required or permitted to be filed by the Company prior to the Closing Date and all income Tax Returns required to be filed by or on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to taxable periods ending before the Closing Date (the “Pre-Closing Returns”). The Pre-Closing Returns will be prepared in a manner consistent with the Company’s past practices except as otherwise required by applicable Law. The Sellers will allow the Buyer the opportunity to review and comment on the Pre-Closing Returns, for which the Company has or may have any Acquiror Company in connection with liability for Taxes, to be filed after the date hereof at least thirty (30) days prior to the applicable filing deadline for such return. The Buyer will promptly notify the Sellers of any Tax Returns covering such Acquiror Company or disputed items with respect to any Taxes payable by it; such Pre-Closing Returns and the parties will diligently attempt to resolve such disputes. If such disputes cannot be resolved within ten (d10) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported days prior to the appropriate Governmental Authority all amounts required applicable filing deadline, such disputes will be submitted to the Dispute Resolution Auditor; provided, however, that the Company shall timely apply for an extension to file any such Pre-Closing Return, any such Pre-Closing Return shall be filed on the applicable filing deadline (as extended) for such Pre-Closing Return and the disputed items that existed when such Pre-Closing Return was filed shall be resolved after such Pre-Closing Return was filed (and to the extent necessary to reflect the resolution of any such disputed item, an amendment to any such Pre-Closing Return shall promptly be prepared and filed pursuant to the procedure in this Section 5.1(a)). The fees and expenses of the Dispute Resolution Auditor shall be borne equally by the Buyer and Sellers. The Sellers will timely pay or cause to be so collected or withheld timely paid and will be responsible for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidto such Pre-Closing Returns.

Tax Returns. Except as set forth on Schedule 6.16.1, (a) all material With respect to Tax Returns required to be filed by or by, on behalf of of, or with respect to, an Acquired Entity, the Acquiror Companies have been Company shall timely file or cause to be timely filed and when due (taking into account all extensions properly obtained) all such Tax Returns were that are required to be filed on, or prior to, the Closing Date (at subject to Parent’s right to review and consent to the time they were filing of any such return pursuant to Section 4.2(17)), and the Company shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. Parent shall file, or cause to be filed) and are true, correct and complete in when due (taking into account all material respects; (bextensions properly obtained) all material Taxes of each Acquiror Company other Tax Returns that are required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company in connection with any Tax Returns covering such Acquiror Company be filed by or with respect to any Taxes payable by itan Acquired Entity; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file provided, that to the extent such Tax Returns has made relate to a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any tax period (or portion thereof) ending on or before the Closing Date, Parent shall provide such Tax Returns to the Securityholders’ Agent for review no less than 20 days prior to the due date for the timely filing of a period) that would affect any period such Tax Returns, or if the due date is within 20 days of the Closing Date, as promptly as practical after the date hereof; Closing Date and (h) Parent will consider in good faith any adjustment of Taxes of an Acquiror Company reasonable comments made by a Governmental Authority the Securityholders’ Agent prior to the filing of such Tax Return. Any Taxes due in any examination respect of such Tax Returns for which the Effective Time Holders are finally determined, in accordance with Section 10.5, to be liable pursuant to Section 6.1, shall be remitted to the applicable Acquired Entity or Parent in accordance with Section 10.5. Except as otherwise required by applicable Tax law, all Tax Returns that such Acquiror Company an Acquired Entity is required to report file or cause to be filed in accordance with this Section 6.2(a) (other than Tax Returns filed after the appropriate stateClosing Date that do not relate to a tax period (or portion thereof) ending on or before the Closing Date) shall be prepared and filed in a manner consistent with past practice and, local on such Tax Returns, no position shall be taken, election made or foreign taxing authorities has been reportedmethod adopted that is inconsistent with positions taken, elections made or methods used in preparing and any additional Taxes due with respect thereto filing similar Tax Returns in prior periods (including positions, elections or methods that would have been paidthe effect of deferring gain or income to periods ending after the Closing Date or accelerating credits or deductions to periods ending on or before the Closing Date).

Tax Returns. Except as set forth No federal income tax return shall be filed on Schedule 6.16.1behalf of any trust created hereby unless either (i) the Trustee or the Servicer shall receive an Opinion of Counsel based on a change in applicable law occurring after the date hereof that the Internal Revenue Code requires such a filing or (ii) the Internal Revenue Service shall determine that such a filing is required or (iii) such a filing is required by order of a court of competent jurisdiction. In the event that such tax returns are required to filed on behalf of a trust created hereby, (a) all material Tax Returns the Servicer shall on behalf of the Issuer prepare or to cause to be prepared any tax returns required to be filed by such trust, shall sign the same as preparer (or on behalf shall cause it to be signed by the preparer thereof), and shall remit such returns to the Trustee for signature at least five days before such returns are due to be filed; the Trustee shall promptly sign such returns (unless the Trustee shall have determined, based upon advice of counsel, that it is appropriate and in conformity with applicable tax law that such return be signed by the Issuer as depositor of such trust, in which case such return shall be signed by the Issuer) and deliver such returns after signature to the Servicer and such returns shall be filed by the Servicer. Any such taxes shall be owed by the Issuer and shall be paid out of the Acquiror Companies have been timely filed Issuer's funds. The Trustee, the Paying Agent and the Transfer Agent and Registrar, upon request, will each furnish the Servicer with all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company information known to such Person as may be reasonably required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company in connection with any Tax Returns covering the preparation of all tax returns of such Acquiror Company or trust, and the Trustee shall, upon request of the Servicer (and after preparation and execution by the applicable preparer of such returns), execute such returns (unless the Trustee shall have determined, based upon advice of counsel, that it is appropriate and in conformity with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company applicable tax law that such Acquiror Company is return be signed by the Issuer as depositor of such trust, in which case such return shall be signed by the Issuer). In no event shall the Trustee, any Servicer or may the Issuer be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company liable for any period liabilities, costs or expenses of such trust or the Noteholders arising out of the application of any tax law, including federal, state, foreign or local income or excise taxes or any other tax imposed on or measured by income (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local interest penalty or foreign taxing authorities has been reported, and any additional Taxes due addition with respect thereto have been paidor arising from a failure to comply therewith). Neither the Trustee, the Servicer nor the Issuer shall make any election to treat the such trust arrangement created by this Indenture as a corporation or an association taxable as a corporation for United States Federal income tax purposes and each shall treat the Notes for such purposes consistent with the intent and agreement set forth in Section 2.05(s).

Tax Returns. Except as set forth on Schedule 6.16.1, (a) Sellers’ Representative shall prepare and file, or cause to be prepared and filed, at the cost and expense of the applicable Parent Acquired Company, all material Tax Returns of each Parent Acquired Company for any taxable period ending on or before the Closing Date or for any Straddle Period, in each case that are due after the Closing Date (taking into account applicable extensions) (the “Seller Prepared Returns”). Each Seller Prepared Return shall be prepared in a manner consistent with the applicable Parent Acquired Company’s past practices except as otherwise required by applicable Law. Each Seller Prepared Return shall be submitted to be filed by Parent no later than the 30th day prior to the due date for filing such Tax Return (taking into account applicable extensions). Sellers’ Representative (or on behalf such applicable member of the Acquiror Companies have been timely filed and Blue Owl Group) shall incorporate all reasonable comments received from Parent in writing no later than the 10th day prior to the due date for filing any such Tax Returns were Return (at taking into account applicable extensions), and shall not file any such Tax Return without the time they were filedconsent of Parent, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, each Income Tax Return for any applicable Parent Acquired Company for a taxable period that includes the Closing Date (x) and are truefor which the “interim closing method” under Section 706 of the Code (or any similar provision of state, correct and complete local or non-U.S. Law) is available shall be prepared in all material respects; accordance with such method (bwith such interim closing occurring as of the Closing Date), (y) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for election under Section 754 of the Code (or any similar provision of state, local or non-U.S. Law) may be made shall make such election (if not already in effect from a prior period, which election shall not be revoked) and (z) shall be prepared in a manner such that any and all deductions, losses, or credits of any Parent Acquired Company resulting from, attributable to or accelerated by the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company Transaction Expenses in connection with any Tax Returns covering such Acquiror the transactions contemplated by this Agreement are reported by the applicable Parent Acquired Company or with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported allocated to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any taxable period (or portion thereof) ending on or before the Closing Date to the maximum extent permitted by applicable Law (and the parties agree that 70% of a period) any success-based fees shall be deductible for U.S. federal or state income tax purposes pursuant to Revenue Procedure 2011-29, 2011-18 IRB to the extent permitted by applicable Law). For the avoidance of doubt, to the extent not otherwise inconsistent with the terms of this Agreement, all Tax Returns of each Parent Acquired Company that would affect any period are filed after the date hereof; Closing Date shall be prepared and (h) any adjustment filed in accordance with the terms of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate stateBlue Owl Holdings LP Agreement or the Blue Owl Carry LP Agreement, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidas applicable.

Tax Returns. Except as set forth on Schedule 6.16.1After the Closing Date, subject to the provisions of the Transition Services Agreement and excluding any Tax Returns and Asset Taxes required to be filed and/or paid by a Third Party operator, Purchaser shall (a) be responsible for paying any Asset Taxes relating to any (i) Tax period that ends before the Closing Date or (ii) Straddle Period, in each case, that become due and payable after the Closing Date and shall file with the appropriate Governmental Authority any and all material Tax Returns required to be filed by or on behalf of after the Acquiror Companies have been timely filed and all Closing Date with respect to such Tax Returns were (at the time they were filed) and are trueAsset Taxes, correct and complete in all material respects; (b) all material Taxes submit each such Tax Return to Seller for its review and comment reasonably in advance of each Acquiror Company required to have been paid the due date therefor, and (whether or not reflected on c) timely file any such Tax Return, (i) have been fully incorporating any reasonable comments received from Seller with respect to each such Tax Return attributable to a taxable period that ends prior to the Effective Time and timely paid, except those Taxes which are presently being contested (ii) considering in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested any comments received from Seller with respect to any Acquiror Company each such Tax Return attributable to a Straddle Period; provided that, in connection with any each case, such comments are received from Seller reasonably in advance of the due date therefor. The Parties agree that (x) this Section 10.6 is intended to solely address the timing and manner in which certain Tax Returns covering such Acquiror Company or with respect relating to any Asset Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly are filed and timely collected or withheld, the Asset Taxes shown thereon are paid over and reported to the appropriate Governmental Authority all amounts required applicable taxing authority, and (y) nothing in this Section 10.6 shall be interpreted as altering the manner in which Asset Taxes are allocated to be so collected or withheld for all periods under all applicable laws; and economically borne by the Parties (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company except for any period (penalties, interest or portion additions to Tax imposed as a result of a period) that would affect any period after the date hereof; and (h) any adjustment breach by Purchaser of Taxes of an Acquiror Company made its obligations under this Section 10.6, which shall be borne by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidPurchaser).

Tax Returns. Except as set forth on Schedule 6.16.1, (ai) Vectron shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) (x) all material Tax Returns that are required to be filed with respect to the Acquired Company on a combined, consolidated or unitary basis by Vectron or any Affiliate thereof (other than the Acquired Company), and (y) all Tax Returns that are required to be filed by the Acquired Company (taking into account all extensions properly obtained) on or prior to the Closing Date. In each case, Vectron shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. Vectron shall provide any such non-consolidated Tax Returns to Buyer for Buyer’s review and comment at least ten (10) days prior to the due date for such Tax Returns. Buyer shall cause to be timely filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by the Acquired Company after the Closing Date and Buyer shall remit or cause to be remitted any Taxes due in respect of such Tax Returns; provided that Vectron shall pay to Buyer the amount of any such Taxes of any taxable year or period ending on behalf or prior to the Closing Date or the portion of any Straddle Period ending on and including the Closing Date to the extent Vectron is liable for such Taxes pursuant to Section 5.1(a)(i). (ii) All Tax Returns of the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Acquired Company that Buyer is required to have been paid (whether cause to be filed in accordance with this Section 5.1(b) that relate to any taxable year or not reflected period ending on any Tax Return) have been fully and timely paidor before the Closing Date or, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company non-income Tax Returns, any Straddle Period shall be prepared and filed in connection a manner consistent with any past practice and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns covering such Acquiror Company in prior periods unless a deviation from past practice is required by mandatory law or with Vectron has given its consent (not to be unreasonably withheld, conditioned or delayed) to the respective deviation from past practice. With respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file such Tax Returns has made a claim, assertion or threat to such Acquiror Return of the Acquired Company that such Acquiror Company is or may be subject relates to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paid.any

Tax Returns. Except as set forth on Schedule 6.16.1, (a) all material With respect to Tax Returns required to be filed by or by, on behalf of of, or with respect to, an Acquired Entity, the Acquiror Companies have been Company shall timely file or cause to be timely filed and when due (taking into account all extensions properly obtained) all such Tax Returns were that are required to be filed on, or prior to, the Closing Date, and the Company shall remit or cause to be remitted any Taxes due in respect of such Tax Returns; provided, however, the Company shall not elect, and shall not permit any Person to elect, pursuant to Section 965(h) of the Code, to pay any “net tax liability” (at as described in Section 965(h)(6) of the time they were Code) of any Acquired Entity, if any, in installments. Parent shall file, or cause to be filed) and are true, correct and complete in when due (taking into account all material respects; (bextensions properly obtained) all material Taxes of each Acquiror Company other Tax Returns that are required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company in connection with any Tax Returns covering such Acquiror Company be filed by or with respect to any Taxes payable by itan Acquired Entity; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file provided, that to the extent such Tax Returns has made relate to a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any tax period (or portion thereof) ending on or before the Closing Date and would result in a liability of a periodthe Effective Time Holders pursuant to Section 6.1, Parent shall provide such Tax Returns to the Securityholders’ Agent for review no less than 30 days prior to the due date (including extensions) that would affect any period for timely filing of such Tax Returns, or if the due date is within 30 days of the Closing Date, as promptly as practical after the date hereof; Closing Date, and (h) any adjustment of Taxes of shall consider in good faith the Securityholders’ Agent’s comments. Except as otherwise required by applicable Tax law, all Tax Returns that an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company Acquired Entity is required to report file or cause to be filed in accordance with this Section 6.2(a) (whether before or after the appropriate stateClosing Date) shall be prepared and filed in a manner consistent with the past practice of such Acquired Entity and, local on such Tax Returns, no position shall be taken, election made or foreign taxing authorities has been reportedmethod adopted that is inconsistent with positions taken, elections made or methods used in preparing and any additional Taxes due with respect thereto filing similar Tax Returns in prior periods (including positions, elections or methods that would have been paidthe effect of deferring gain or income to periods ending after the Closing Date or accelerating credits or deductions to periods ending on or before the Closing Date).

Tax Returns. Except as set forth on Schedule 6.16.1, (ai) Seller shall prepare and timely file or cause to be prepared and timely filed when due (taking into account all extensions properly obtained) (A) all material Tax Returns that are required to be filed by or with respect to either Company (or, if the Walletron Option has been properly exercised and not rescinded or terminated, in each case, in accordance with Section 7.13, Walletron) on behalf a combined, consolidated or unitary basis as a member of an Affiliated Group that includes Seller or any Affiliate of Seller (other than the Companies or Walletron) and (B) all other Tax Returns that are required to be filed by or with respect to either Company or, if the Walletron Option has been properly exercised and not rescinded or terminated, in each case, in accordance with Section 7.13, Walletron (taking into account all extensions properly obtained) for taxable periods ending on or prior to the Closing Date (such Tax Returns, “Seller Tax Returns”). With respect to Tax Returns described in clause (B) of the Acquiror Companies have been first sentence of this Section 8.2(b)(i), Seller shall (1) prepare and timely filed and all file any such Tax Returns were in a manner consistent with past practice, except as required under this Agreement or as required by applicable Law and (at 2) provide such Tax Return to Buyer for its review and comment not later than 20 days prior to the time they were filed) due date for such Tax Return and are trueshall consider in good faith any reasonable comments provided by Buyer no later than 20 days after receipt of such Tax Return (or, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required if earlier, 10 days prior to have been paid (whether or not reflected on any the due date for such Tax Return) have been fully with respect to such Tax Returns. Seller shall timely pay all Taxes due and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested payable with respect to any Acquiror Company in connection with any Seller Tax Return. Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns covering such Acquiror Company that are required to be filed by or with respect to either Company after the Closing Date (such Tax Returns, “Buyer Tax Returns”). To the extent any Taxes payable by it; (d) no Governmental Authority in Buyer Tax Return includes a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any taxable period (or portion thereof) for which Seller would be responsible pursuant to Section 8.2(e), Buyer shall (i) prepare and timely file any such Buyer Tax Returns in a manner consistent with past practice, except as required under this Agreement or as required by applicable Law and (ii) provide such Buyer Tax Return to Seller for its approval (not to be unreasonably withheld, conditioned or delayed) not later than 20 days prior to the due date for such Buyer Tax Return, with Seller’s response to be provided no later than 20 days after receipt of a periodsuch Tax Return (or, if earlier, 10 days prior to the due date for such Tax Return). Seller shall, in accordance with Section 8.2(e)(iii), timely reimburse Buyer for all Taxes due and payable with respect to any such Buyer Tax Return to the extent Seller is liable for such Taxes pursuant to Section 8.2(e). (ii) that would affect any period Notwithstanding anything to the contrary contained or implied in this Agreement, after the date hereof; and Closing Date, neither Buyer nor any Affiliate of Buyer (hincluding, after the Closing, the Companies) shall, without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed), grant any extension of any statute of limitation, or file or cause to be filed (A) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in amended Tax Return, (B) any examination that such Acquiror Company is required to report claim for Tax refund or (C) any Tax election, with respect to the appropriate stateCompanies (or relating to its income, local properties or foreign taxing authorities has been reportedoperations), and if any additional Taxes due such grant or filing could have the effect of (1) increasing the Tax Liability of Seller or their respective Affiliates (other than any Company) or (2) increasing the Tax Liability of any Company with respect thereto have been paidto any taxable period (or portion thereof) for which Seller would be responsible pursuant to Section 8.2(e)(i).

Tax Returns. Except as set forth on Schedule 6.16.1Sellers shall prepare, (a) or cause to be prepared, all material Tax Returns required to be filed by or on behalf of any Acquired Company after the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested Closing Date with respect to any Acquiror Company in connection with any taxable period ending on or before the Closing Date (“Seller Returns”). The Purchaser shall prepare all Tax Returns covering such Acquiror Company or with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on filed by any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Acquired Company for any taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period,” and such returns, the “Purchaser Returns”). Any Seller Returns and Purchaser Returns shall be prepared in a manner consistent with past practice in all material respects (unless otherwise required by Law). The party responsible for preparing Tax Returns as provided above is referred to as the “Preparing Party” and the other party is referred to herein as the “Reviewing Party.” All Seller Returns and Purchaser Returns shall be submitted by the Preparing Party to the Reviewing Party (together with schedules, statements and supporting documentation) at least thirty (30) days prior to the due date (including extensions) of such Tax Returns. If the Reviewing Party objects to any item on any such Tax Returns, it shall, within ten (10) days after delivery of such Tax Returns, notify the Preparing Party in writing that it so objects, specifying with particularity any such item and stating the specific factual or portion legal basis for any such objection. If a notice of objection shall be duly delivered, the Purchaser and Sellers shall negotiate in good faith and use their reasonable best efforts to resolve such items. If the Purchaser and Sellers are unable to reach such agreement within ten (10) days after receipt by the Preparing Party of such notice, the disputed items shall be resolved by an impartial internationally recognized firm of independent certified public accountants who did not prepare such Seller Return or Purchaser Return, as applicable, mutually appointed by Xxxxxxx and the Purchaser (the “Independent Accountant”) and any determination by the Independent Accountant shall be final; provided that, in the case of a perioddispute concerning a Seller Return, the Independent Accountant shall reject any Purchaser objection for which the Independent Accountant determines there is no reasonable basis. The Independent Accountant shall resolve any disputed items within twenty (20) days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by the Preparing Party and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally by the Purchaser and Sellers. The preparation and filing of any Tax Return of any Acquired Company that would affect any period after does not relate to a Pre-Closing Tax Period or Straddle Period shall be exclusively within the date hereof; and (h) any adjustment control of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidPurchaser.

Tax Returns. Except as set forth on Schedule 6.16.1, (a) Parent shall file or cause to be filed when due all material Tax Returns that are required to be filed by or on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Acquired Company in connection with any for taxable years or taxable periods ending on or before the Closing Date, and shall timely remit all Taxes shown as due on such Tax Returns. Within a reasonable period of time prior to filing, Parent shall permit Purchaser to review and comment upon such Tax Returns covering (or, in the case of a Tax Return that includes any entity other than an Acquired Company, those portions of such Acquiror Company Tax Returns that relate to the Acquired Companies) and shall make such revisions as reasonably requested by Purchaser. With respect to Tax Returns to be filed by Parent that relate to taxable years or taxable periods ending on or before the Closing Date, such Tax Returns shall, unless otherwise required by Law, be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including positions which would have the effect of deferring income to periods for which Purchaser or one of the Acquired Companies is liable or accelerating deductions to taxable years or taxable periods ending on or before the Closing Date). Purchaser shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to any Acquired Company for all other taxable years or taxable periods of any Acquired Company, and shall timely remit all Taxes payable shown due on such Tax Returns. With respect to Tax Returns to be filed by it; (d) no Governmental Authority Purchaser that relate to Pre-Closing Tax Periods, such Tax Returns shall, unless otherwise required by Law, be filed in a jurisdiction where an Acquiror Company does not file manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns has made a claim, assertion (including positions which would have the effect of accelerating income to periods for which Parent is liable or threat deferring deductions to such Acquiror Company that such Acquiror Company periods for which Purchaser is or may be subject liable). With respect to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts any Tax Return required to be so collected filed by Purchaser and as to which any Taxes are allocable to Parent under this Article V, Purchaser shall provide Parent with a copy of such completed Tax Return and a statement certifying the amount of Taxes shown on such Tax Return that is allocable to Parent pursuant to the principles of this Article V, together with appropriate supporting information and schedules, at least thirty (30) days prior to the due date (including any extension thereof) for the filing of such Tax Return, and shall obtain Parent’s express written consent (which shall not be unreasonably withheld or delayed, but may in all cases be withheld for all periods under all applicable laws; (fif such Tax Returns were not prepared in accordance with the immediately preceding sentence) there are no Liens with respect to Taxes on such Tax Return prior to the filing of such Tax Return. For the avoidance of doubt, Purchaser shall not, and after the Closing shall cause the Acquired Companies not to, file any Acquiror Company's property or assets other than Permitted Liens; (g) there are no amended Tax rulings, requests for rulings, or closing agreements Return relating to any Acquiror Company for any period (or portion thereof) ending on or before the Closing Date without the express written consent of a period) Parent, which consent shall not be unreasonably withheld, conditioned or delayed. Nothing in this Agreement shall be construed to give Purchaser access to Tax Returns of Parent or its Subsidiaries for the portion that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report does not relate to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidAcquired Companies.

Tax Returns. Except as set forth on Schedule 6.16.1, (a) Parent shall prepare and timely file, or cause to be prepared and timely filed, all material Tax Returns required to be filed by or on behalf of the Acquiror Companies have been timely filed Company and all PTC after the Closing Date with respect to a Pre-Closing Tax Period and for any Straddle Period. Any such Tax Returns were Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and, shall be submitted by Parent to Shareholder Representative (together with schedules, statements and, to the extent requested by Shareholder Representative, supporting documentation) at least forty-five (45) days prior to the time they were fileddue date (including extensions) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required such Tax Return. If Shareholder Representative objects to have been paid (whether or not reflected any item on any such Tax Return that relates to a Pre-Closing Tax Period, it shall, within fifteen (15) days after delivery of such Tax Return) have been fully , notify Parent in writing that it so objects, specifying with particularity any such item and timely paidstating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, except those Taxes which are presently being contested Parent and Shareholder Representative shall negotiate in good faith or for which an adequate reserve for the payment and use their commercially reasonable efforts to resolve such items. If Parent and Shareholder Representative are unable to reach such agreement within ten (10) days after receipt by Parent of such notice, the disputed items shall be resolved by the Independent Accountant and any determination by the Independent Accountant shall be final and binding on Parent, Company, PTC, Shareholder Representative and each Shareholder. The Independent Accountant shall resolve any disputed items within twenty (20) days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Parent and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally by Parent and Shareholder Representative. The preparation and filing of any Tax Return of the Company or PTC that does not relate to a Pre-Closing Tax Period or Straddle Period shall be exclusively within the control of Parent. Parent shall be entitled to deduct from the Indemnification Escrow Funds (i) Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested due with respect to any Acquiror Company in connection with any such Tax Returns covering such Acquiror Company or Return that relate to Pre-Closing Tax Periods and (ii) Taxes due with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file such Tax Returns has made a claim, assertion or threat Return that relate to such Acquiror Company Straddle Periods that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported are attributable under Section 6.04 to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after such Straddle Period ending on the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report Closing Date, but only to the appropriate state, local or foreign taxing authorities has been reported, and any additional extent such Taxes due with respect thereto have been paidwere not taken into account as liabilities in computing the Closing Net Working Capital.

Tax Returns. Except as set forth on Schedule 6.16.1(i) Seller shall prepare and, to the extent permitted by Requirements of Law, timely file or cause to be timely filed when due (ataking into account all extensions properly obtained) (x) all material Tax Returns that are required to be filed by or on behalf with respect to any of the Acquiror Acquired Companies on a combined, consolidated or unitary basis with Seller or any Affiliate thereof (other than any of the Acquired Companies), (y) all other income Tax Returns that are required to be filed by or with respect to any of the Acquired Companies for taxable years or periods ending on or before the Closing Date (including the Acquired Companies’ Tax Returns for its short taxable year ending on the Closing Date, determined in accordance with Regulation Section 1.1502-76(b) or any comparable provision of state or local law), and (z) all other Tax Returns that are required to be filed by or with respect to any of the Acquired Companies (taking into account all extensions properly obtained) on or prior to the Closing Date. Any such income Tax Returns shall be submitted to Buyer no later than thirty (30) days prior to the due date for filing such Tax Returns (or, if such due date is within forty-five (45) days following the Closing Date, as promptly as practicable following the Closing Date) for review and comment. Seller shall incorporate any changes with respect to which Buyer produces an opinion of counsel reasonably satisfactory to Seller that in the absence of the change requested by Buyer, Seller would not have been timely filed and all substantial authority for a position taken on any such Tax Return (or which is not more likely than not correct in the case of a tax shelter item (as defined for purposes of Code Section 6662)). In each case Seller shall remit or cause to be remitted any Taxes due in respect of such Tax Returns; provided, however, that to the extent that the amount of any Taxes due in respect of such Tax Returns were (at A) shown as a liability or reserve on the time they Closing Date Balance Sheet and included in Closing Date Net Working Capital or (B) specifically included in the calculation of Pre-Closing Tax Obligations and were filed) deducted in determining the Purchase Price pursuant to Article II, then Buyer shall deliver to Seller or the applicable taxing authority an amount equal to such specific Taxes so included. Such Tax Returns shall be filed in a manner consistent with past practice and are trueno position shall be taken, correct and complete election made or method adopted that is materially inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Seller is liable). Buyer shall timely file or cause to be timely filed when due (taking into account all material respects; (bextensions properly obtained) all material Taxes of each Acquiror Company other Tax Returns that are required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company in connection with any Tax Returns covering such Acquiror Company be filed by or with respect to any of the Acquired Companies after the Closing Date and Buyer shall remit or cause to be remitted any Taxes payable due in respect of such Tax Returns. With respect to Tax Returns to be filed by it; Buyer pursuant to the preceding sentence that relate to taxable years or periods ending on or before the Closing Date and any Straddle Period (dA) no Governmental Authority such Tax Returns shall be filed in a jurisdiction where an Acquiror Company does not file manner consistent with past practice and no position shall be taken, election made or method adopted that is materially inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns has made a claim(including any such position, assertion election or threat method which would have the effect of accelerating income to periods for which Seller is liable or deferring deductions to periods for which Buyer is liable) and (B) such Acquiror Company that Tax Returns shall be submitted to Seller not later than thirty (30) days prior to the due date for filing such Acquiror Company Tax Returns (or, if such due date is or within forty-five (45) days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Seller, which approval may not be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or unreasonably withheld, paid over and reported but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (A) of this sentence. Seller, on the one hand, or Buyer, on the other hand, shall pay the other party for the Taxes for which Seller or Buyer, respectively, is liable pursuant to Section 7.1(a) but which are payable with any Tax Return to be filed by the other party pursuant to this Section 7.1(b) upon the written request of the party entitled to payment, setting forth in detail the computation of the amount owed by Seller or Buyer, as the case may be, but in no event earlier than ten (10) Business Days prior to the appropriate Governmental Authority all amounts required to be so collected or withheld due date for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that paying such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paid.Taxes. 52

Tax Returns. Except as set forth on Schedule 6.16.1Purchaser shall, (a) all material Tax Returns required at its sole cost, prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Companies for all periods ending on or prior to the Closing Date that are due after the Closing Date and for all Straddle Periods. Except as otherwise required by or on behalf of the Acquiror Companies have been timely filed and applicable Law, all such Tax Returns were (at shall be prepared in a manner consistent with the time they were filed) and are true, correct and complete past practices of the Companies in all material respects; (b) all material Taxes filing such Tax Returns. Purchaser shall provide Seller with a copy of each Acquiror Company required such Tax Return that reflects any Taxes for which Seller could be liable at least 30 days prior to have been paid the due date for filing such Tax Return (whether taking into account applicable extensions) for Seller’s review and consent (not to be unreasonably withheld, conditioned or not reflected on any Tax Return) have been fully delayed). Purchaser and timely paid, except those Taxes which are presently being contested Seller agree to consult and resolve in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested any dispute arising with respect to any Acquiror Company such Tax Return and if they cannot agree on any disputed issue or item, such disputed issues shall be referred to, and resolved by (within a reasonable time, taking into account the deadline for filing such Tax Return) the Accounting Referee or another nationally recognized independent accounting firm to be mutually agreed upon by Purchaser and Seller (such agreed firm being the “Tax Referee”). Purchaser shall timely and properly file, or cause to be filed, such Tax Return reflecting the dispute as finally and conclusively resolved by the Tax Referee; provided that if the disputed items are not resolved before the filing due date (taking into account extensions), any such Tax Return shall be finalized and filed reflecting the disputed items in connection with any Tax Returns covering such Acquiror Company or with respect the manner provided by Purchaser pursuant to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claimthis Section 10.1, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheldand, paid over and reported to the appropriate Governmental Authority all amounts required extent the disputed items are resolved by the Tax Referee in the manner proposed by Seller, Purchaser will promptly amend or cause to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens amended such Tax Return consistent with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report resolution to the appropriate stateextent permitted by Law. The costs, local or foreign taxing authorities has been reported, fees and any additional Taxes due with respect thereto have been paidexpenses of the Tax Referee shall be borne equally by Seller and Purchaser.

Tax Returns. Except as set forth on Schedule 6.16.1Purchaser shall be responsible for, (a) all material and shall cause to be prepared and filed, the income Tax Returns for the Acquired Companies with respect to taxable periods ending on or before, or that include, the Closing Date, that are required to be filed by or on behalf of after the Acquiror Companies have been timely filed Closing Date and with respect to Straddle Periods; provided, however, that Purchaser shall prepare all such Tax Returns were in accordance with past practice (at unless otherwise required by applicable law). Purchaser shall submit all such Tax Returns to Sellers no later than fifteen (15) days prior to the time they were filed) due date of such Tax Returns for the Sellers’ review and are truecomment, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested Purchaser shall consider in good faith any such comments received from the Sellers and, for so long as the Sellers have any surviving indemnity obligations pursuant to Section 9.01(a)(iii), shall not file such Tax Returns without the Sellers’ prior written consent (not to be unreasonably withheld, conditioned or delayed). In addition, for which an adequate reserve for so long as the payment Sellers have any surviving indemnity obligations pursuant to Section 9.01(a)(iii), Purchaser shall not, and shall cause the Acquired Companies not to, make any election or deemed election under Section 338 of such Taxes has been established on the Acquiror Balance Sheet; Code (cor any similar state, local or other Law) no waivers and Purchaser shall not, and shall cause the Acquired Companies not to, file or amend any Tax Return of statutes any of limitation have been given or requested the Acquired Companies with respect to any Acquiror Company in connection with Pre-Closing Period or Straddle Period, make, change or revoke any Tax Returns covering such Acquiror Company or election with respect to any Taxes payable by it; of the Acquired Companies for any Pre-Closing Period or Straddle Period or make or initiate any voluntary Tax disclosures or Tax amnesty or similar filings, in each case without the Sellers’ prior written consent (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or unreasonably withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected conditioned or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paiddelayed).

Tax Returns. Except as set forth on Schedule 6.16.1, (ai) Sellers shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all material Tax Returns that are required to be filed for taxable years or periods of Sellers ending prior to or concurrently with the Closing Date (in the case of Tax Returns required to be filed by or with respect to Sellers for such taxable years or periods on behalf a combined, consolidated or unitary basis with any entity other than solely Sellers) or due on or before the Closing Date (in the case of other Tax Returns), and in each case Sellers shall remit or cause to be remitted to the taxing authorities any Taxes due in respect of such Tax Returns, and (ii) Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed on or after the Closing Date by or with respect to Sellers and Buyer shall remit or cause to be remitted to the taxing authorities any Taxes due in respect of such Tax Returns. Sellers or Buyer shall reimburse the other party the Taxes for which Sellers or Buyer is liable pursuant to Section 8.3 but which are remitted in respect of any Tax Return to be filed by the other party pursuant to this Section 8.3(c) upon the written request of the Acquiror Companies have been timely filed and all such Tax Returns were party entitled to reimbursement setting forth in detail the computation of the amount owed by Sellers or Buyer, as the case may be, not later than thirty (at the time they were filed30) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for days after the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company in connection with any Taxes. All Tax Returns covering such Acquiror Company which Sellers are required to file or cause to be filed in accordance with respect to any Taxes payable by it; (dthis Section 8.3(c) no Governmental Authority shall be prepared and filed in a jurisdiction where an Acquiror Company does not file manner consistent with past practice and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and 66 filing similar Tax Returns has made a claimin prior periods (including, assertion but not limited to, positions, elections or threat methods which would have the effect of deferring income to such Acquiror Company that such Acquiror Company periods for which Buyer is liable under this Section 8.3 or may be subject accelerating deductions to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld periods for all periods which Sellers are liable under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidthis Section 8.3).

Tax Returns. Except as set forth on Schedule 6.16.1, (ai) Seller shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) (A) all material Tax Returns that are required to be filed by or with respect to the Purchased Entities on behalf or prior to the Closing Date and (B) all Mexican income Tax Returns relating to the Purchased Entities for periods ending on or prior to December 31, 2005 ("MEXICAN RETURNS"), and Seller shall timely remit or cause to be timely remitted any Taxes due in respect of such Tax Returns. Any Tax Returns to be filed by Seller pursuant to the preceding clauses (A) and (B) shall be filed in a manner consistent with past practice of the Acquiror Companies have been timely filed Business and all no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns were (including, without limitation, any position which would have the effect of accelerating deductions to periods for which Seller or any of its Affiliates is liable or deferring income to periods for which Buyer is liable). In connection with Seller's preparation of any Mexican Returns due after the Closing Date, Buyer shall make available to Seller the services of Jesus Leal, Jesus Molina and Manuela Cantoral (assuming such individxxxx xre thxx xxxxxxxx by Buyer or any of its Affiliates), who shall provide assistance consistent with past practice at the time they were fileddirection of Seller. Any annual Mexican Returns and annual material income Tax Returns described in the preceding CLAUSES (A) or (B) shall be submitted to Buyer not later than 20 business days prior to the due date for filing such Tax Returns. Any monthly Mexican Return which reports the Mexican Restructuring shall be submitted to Buyer not later than 5 business days prior to the due date for filing such Tax Returns. In connection with Buyer's review of any annual Tax Returns which report the Mexican Restructuring, Seller shall provide Buyer with access to any pre-existing valuation reports, basis and are true, correct earnings and complete profits studies and any other pre-existing information reasonably requested by Buyer in all material respects; (b) all material Taxes connection with its review of each Acquiror Company required to have been paid (whether or not reflected on any such Tax Return) have been fully and timely paid, except those Taxes which are presently being contested Returns. Seller shall consider in good faith or for which an adequate reserve for any comments provided by Buyer, but any decision regarding the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested positions taken with respect to any Acquiror Company taxable year ending on or prior to the Closing Date or, in connection the case of the Mexican Returns, the portion of a Straddle Period ending on the Closing Date shall (subject to the next sentence) be at the sole discretion of Seller. Notwithstanding the preceding sentence (I) if Buyer provides Seller with a tax opinion from a law firm or accounting firm experienced in such matters to the effect that the position proposed to be adopted by Seller has no "substantial authority" (as defined in the Code) or, in the case of the Mexican Returns, would in any way impair the ability of the auditor to issue a tax compliance certificate (Dictamen Fiscal), then Seller and Buyer shall negotiate in good faith to reach a mutually satisfactory position, provided that Seller shall have discretion to adopt any position that does have a substantial authority and would not impair the ability of the auditor to issue the tax compliance certificate, (II) Seller may not adopt a position that violates the second sentence hereof (requiring Tax Returns covering such Acquiror Company or to be filed consistent with past practice), and (III) Seller shall not (except as described below) deduct any amortization on Mexican trademarks purchased by Probemex Consultoria, S de RL de CV as a result of the transactions undertaken on December 29, 2004. In the case of the Mexican Returns, with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens positions taken with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or the portion of a period) that would affect any period Straddle Period beginning after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate stateClosing Date, local Buyer shall have approval rights, which approval may not be unreasonably withheld, delayed or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidconditioned.

Tax Returns. Except as set forth on Schedule 6.16.1Without limiting Purchaser’s indemnification rights pursuant to Section 11.2(b), after the Closing Date, Purchaser shall (ai) prepare and file (or cause to be prepared and filed) all material Tax Returns with respect to Asset Taxes that are required to be filed by or on behalf of after the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required Closing Date that relate to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for period ending before the payment of such Taxes has been established on the Acquiror Balance Sheet; Effective Date (c) no waivers of statutes of limitation have been given or requested with respect to Asset Taxes) or any Acquiror Company in connection Straddle Period on a basis consistent with any past practice except to the extent otherwise required by Law; provided that Purchaser shall use its reasonable best efforts, taking into account that the due date for a Tax Returns covering such Acquiror Company or with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or Return may be subject contemporaneous with the closing of a Tax period, to taxation by submit each such jurisdiction; Tax Return to Seller for its review and comment reasonably in advance of the due date therefor, and Purchaser shall incorporate any reasonable comments received from Seller up to five (e5) each Acquiror Company has duly days prior to the due date therefor and timely collected file any such Tax Return, and (ii) pay (or withheld, paid over and reported to the appropriate Governmental Authority all amounts required cause to be so collected or withheld for paid) prior to delinquency, all periods under all applicable laws; (f) there are no Liens with respect to Asset Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for Tax period that ends before or includes the Effective Date that become due after the Closing Date. In the case of any period Tax Return described in clause (or portion of a periodi) that would affect any period after includes Taxes that are allocable to Seller pursuant to Section 9.1(a), Purchaser shall send to Seller a statement that apportions the date hereof; Taxes shown on such Tax Return between Purchaser and Seller in accordance with Section 9.1(a), and the applicable Seller Party shall promptly pay the amount shown as allocable to Seller on such statement. The Parties agree that (A) this Section 9.2 is intended to solely address the timing and manner in which certain Tax Returns are filed and the Taxes shown thereon are paid to the applicable taxing authority and (hB) any adjustment of nothing within this Section 9.2 shall be interpreted as altering the manner in which Taxes of an Acquiror Company made are allocated and economically borne by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidParties.

Tax Returns. Except as set forth on Schedule 6.16.1, BHGE LLC shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) (a) all material Tax Returns that are required to be filed by or with respect to GEOG M&I on behalf of a combined, consolidated or unitary basis with the Acquiror Companies have been timely filed and all such Tax Returns were Equity Seller or any Affiliate thereof (at the time they were filedother than GEOG M&I) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company other Tax Returns that are required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company in connection with any Tax Returns covering such Acquiror Company be filed by or with respect to GEOG M&I on or prior to the Closing Date. In each case, BHGE LLC shall remit or cause to be remitted any Taxes payable due in respect of such Tax Returns. The Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by it; (d) no Governmental Authority or with respect to GEOG M&I after the Closing Date and the Buyer shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. All Tax Returns that BHGE LLC is required to file or cause to be filed in accordance with this Section 7.03 shall be prepared and filed in a jurisdiction where an Acquiror Company does not file manner consistent with past practice on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns has made in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date), save to the extent such change in position, election or method may be required by Law as in force from time to time. With respect to any Tax Return to be filed by the Buyer pursuant to this Section 7.03 that relates to any taxable year or period ending on or before the Closing Date, or any Straddle Period, not less than 30 days prior to the due date for such Tax Return, taking into account extensions (or, if such due date is within 30 days following the Closing Date, as promptly as practicable following the Closing Date), the Buyer shall provide BHGE LLC with a claimdraft copy of such Tax Return for BHGE LLC’s review and comment, assertion or threat and Buyer shall cause any reasonable comments with respect to Excluded Taxes to be reflected on such Acquiror Company that Tax Return prior to filing such Acquiror Company is or may Tax Return. BHGE LLC shall reimburse the Buyer for Excluded Taxes which are remitted in respect of any Tax Return to be filed by the Buyer pursuant to this Section 7.03 upon the written request of the Buyer, but in no event earlier than 5 days prior to the due date for paying such Taxes (taking into account any extensions). Such reimbursement obligation shall not be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes limitations on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority indemnification set forth in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidSection 10.05.

Tax Returns. Except as set forth on Schedule 6.16.1, (a) Seller shall timely file or cause to be timely filed when due (taking into account all material extensions properly obtained) (i) all Tax Returns that are required to be filed by or on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Acushnet Company in connection on a combined, consolidated or unitary basis with Seller or any Affiliate thereof other than solely the Acushnet Companies and (ii) all other Tax Returns covering such Acquiror Company that are required to be filed by or with respect to any Acushnet Company for any taxable year or period that ends on or before the Closing Date, and in each case, Seller shall remit or cause to be remitted any Taxes payable by it; due in respect of such Tax Returns. Buyer shall timely file or cause to be timely filed when due (dtaking into account all extensions properly obtained) no Governmental Authority in a jurisdiction where an Acquiror Company does not file all other Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts are required to be so collected filed by or withheld for all periods under all applicable laws; (f) there are no Liens with respect to any Acushnet Company and Buyer shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed by Seller pursuant to the second preceding sentence that relate to taxable years or periods ending on any Acquiror or before the Closing Date and Tax Returns to be filed by Buyer pursuant to the preceding sentence for Straddle Periods (i) such Tax Returns shall be filed in a manner consistent with Seller’s and each Acushnet Company's property ’s reasonable past practices and no position shall be taken, election made or assets other than Permitted Liens; method adopted that is inconsistent with reasonable positions taken, elections made or methods used in prior periods in filing such Tax Returns (gincluding a position which would have the effect of accelerating income to periods for which Seller is liable or deferring deductions to periods for which Buyer is liable) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (hii) any adjustment of Taxes of an Acquiror Company made such Tax Returns shall be submitted to Seller or Buyer, as the case may be, not later than thirty (30) days prior to the due date for filing such Tax Returns (or, if such due date is within forty-five (45) days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by a Governmental Authority in any examination Seller or Buyer, as the case may be; provided, however, that such Acquiror Company approval shall not be unreasonably withheld, delayed or conditioned. Seller or Buyer shall pay the other party for the Taxes for which Seller or Buyer, respectively, is required liable pursuant to report Section 8.01 (after taking into account any limitations herein), but which are payable by the other party (after taking into account estimated taxes paid by the first party) with any Tax Return to be filed by the other party pursuant to this Section 8.02, upon the written request of the party entitled to payment, setting forth in detail the computation of the amount owed by Seller or Buyer, as the case may be, but in no event earlier than ten (10) days prior to the appropriate state, local or foreign taxing authorities has been reported, due date for paying such Taxes without regard to the aggregate indemnification limitations set forth in Section 8.02 and any additional Taxes due with respect thereto have been paidSection 8.03.

Tax Returns. Except as set forth on Schedule 6.16.1, (a) The parties agree that, as a result of the transactions contemplated by this Agreement, (i) the taxable year of the LLC shall terminate pursuant to Code Section 708(b)(1)(B) for federal and, unless required by applicable Tax law, any applicable state and local income Tax purposes as of the close of business on the Closing Date, (ii) the Corporation and ADCC will become members of the Purchaser’s consolidated group and, accordingly, the taxable year of the Corporation will terminate pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(A) for federal and, unless required by applicable Tax law, any applicable state and local income Tax purposes as of the close of business on the Closing Date, (iii) the taxable year of ADCC shall terminate pursuant to Code Section 1362(d)(2) and Treasury Regulations Section 1.1502-76(b)(1)(ii)(A)(2) for federal and, unless required by applicable Tax law, any applicable state and local income Tax purposes as of the close of business on the day before the Closing Date, and (iv) in determining the taxable income of ADCC for its taxable year ending as of the close of business on the day before the Closing Date, a “closing of the books” method will apply pursuant to Code Section 1362(e)(6)(D). The Equityholders’ Representative shall prepare and timely file all material Tax Returns of the Acquired Companies and their Subsidiaries for income, gross receipts and similar Taxes (including any business, professional and occupational license Taxes or similar Taxes) that are required to be filed by or with respect to the Acquired Companies and each of their Subsidiaries for all Tax periods ending on behalf of or prior to the Acquiror Companies have been timely Closing Date (the “Pre-Closing Tax Period”) which are filed and all after the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns were (at in a manner consistent with the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested past practices with respect to any Acquiror Company such items, unless otherwise required by Applicable Law. The Equityholders’ Representatives shall cause the LLC to make an election under Code Section 754 for its taxable year ending on the Closing Date. The Equityholders’ Representative shall provide Purchaser with reasonable opportunity to review and comment on each such Tax Return for which the Equityholders’ Representative bears preparation responsibility in connection accordance with any Tax Returns covering such Acquiror Company or with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paid.this

Tax Returns. Except (a) CSX hereby represents and warrants to the Vectura Parties that, except as set forth in Schedule 7.1(a) and except as would not have a material adverse effect on Schedule 6.16.1ACL, (ai) all material Tax Returns required to be filed by (taking into account extensions) on or before the Closing Date for taxable periods ending on behalf of or before the Acquiror Companies Closing Date by, or with respect to any activities of, or property owned by, ACL or its Subsidiaries, have been timely or will be filed and in accordance with all such Tax Returns were (at the time they were filed) applicable laws and are true, correct and complete in as filed, and all material respects; (b) all material Taxes of each Acquiror Company required to shown as due on such Returns have been paid (whether or not reflected on any Tax Return) have been fully and will be timely paid, except those (ii) all Taxes which required to be withheld by ACL or its Subsidiaries have been withheld, and such withheld Taxes have either been duly and timely paid to the proper Government Authorities or set aside in accounts for such purpose if not yet due, (iii) no Returns filed by ACL or any of its Subsidiaries are presently being contested currently under audit by any Taxing Authority or are the subject of any judicial or administrative proceeding, and no Taxing Authority has given notice in good faith writing that it will commence any such audit, (iv) no Taxing Authority is now asserting against ACL or any of its Subsidiaries any deficiency or claim for Taxes or any adjustment of Taxes, (v) other than any Tax sharing agreement between CSX, on the one hand, and ACL or a Transferred ACL Subsidiary, on the other hand, neither ACL nor any of its Subsidiaries is subject to or bound by any Tax sharing agreement, and since 1984, neither ACL nor any of its Subsidiaries has ever been a member of a consolidated group, other than one for which an adequate reserve for CSX was the payment common parent, (vi) neither ACL nor any of such Taxes its Subsidiaries has been established on the Acquiror Balance Sheet; (c) no waivers waived any statute of statutes of limitation have been given or requested limitations with respect to any Acquiror Company Tax or agreed to any extension of time for filing any Return which has not been filed, and neither ACL nor any of its Subsidiaries has consented to extend to a date later than the date hereof the period in connection with which any Tax Returns covering such Acquiror Company or with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation assessed or collected by such jurisdiction; any Taxing Authority, (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (fvii) there are no Liens with respect to liens for Taxes on any Acquiror Company's property or assets (other than ACL Permitted Liens; Encumbrances (gother than such encumbrances described in clause (iii) there are no Tax rulings, requests for rulings, of the definition of ACL Permitted Encumbrances)) upon any of the assets of ACL or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paid.its Subsidiaries and

Tax Returns. Except as set forth on Schedule 6.16.1Prior to the Closing, (a) the Company shall prepare and timely file, or shall cause to be prepared and timely filed, all material Tax Returns in respect of the Company Group that are required to be filed by (taking into account any extension) on or on behalf before the Closing Date, and the Company shall pay, or cause to be paid, all Taxes of the Acquiror Companies have been 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 Company Group, except as required by Law. At least fifteen (15) Business Days prior to filing any such Tax Return, the Company shall submit a copy of such Tax Return to Parent for Parent’s review, comment and approval, which approval shall not be unreasonably withheld, conditioned or delayed. Parent shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns of the Company for any Pre-Closing Tax Period and all 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 entitled to comment on such Tax Returns were (at and reasonably request revisions, subject to the time they were filed) and are trueconsent of Parent, correct and complete in all material respects; (b) all material 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 amount of Taxes of each Acquiror Company required to have been paid (whether or not reflected shown as due on any such Tax Return) have been fully and timely paidReturn to the extent allocable to the Pre-Closing Tax Period (in each case determined under the principles set forth in the definition of Indemnified Taxes), except those Taxes which are presently being contested in good faith or for which an adequate reserve for to the payment of extent such Taxes has been established on were expressly included in the Acquiror Balance Sheet; (c) no waivers calculation of statutes of limitation have been given or requested with respect to any Acquiror Company in connection with any Tax Returns covering such Acquiror Company or with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidDebt.

Tax Returns. Except as set forth on Schedule 6.16.1, (ai) Sellers shall timely file or cause to be timely filed when due (taking into account all extensions property obtained) all material Tax Returns that are (A) required to be filed by or with respect to the Acquired Companies for taxable years or periods ending on or before the Closing Date (in the case of income, franchise and similar Tax Returns required to be filed by or with respect to the Acquired Companies as well as Tax Returns required to be filed by or with respect to the Acquired Companies on behalf a combined, consolidated or unitary basis with Sellers or any Affiliate thereof) or (B) due on or before the Closing Date (with respect to other Tax Returns), and in each case Sellers shall remit or cause to be remitted any Taxes due in respect of the Acquiror Companies have been such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the Acquired Companies and Buyer shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed by Buyer pursuant to the preceding sentence that relate to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (Y) such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including, without limitation, any such position, election or method which would have the effect of accelerating income to periods for which Sellers are liable or deferring deductions to periods for which Buyer is liable) and (Z) such Tax Returns shall be submitted to Sellers not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Sellers, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (at Y) of this sentence. Sellers or Buyer shall pay the time they were filedother party for the Taxes for which Sellers or Buyer, respectively, is liable pursuant to Section 11.1(a) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes but which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company in connection payable with any Tax Returns covering such Acquiror Company Return to be filed by the other party pursuant to this Section 11.1(b) upon the written request of the party entitled to payment, setting forth in detail the computation of the amount owed by Sellers or with respect to any Taxes payable by it; (d) Buyer, as the case may be, but in no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported event earlier than 10 business days prior to the appropriate Governmental Authority all amounts required to be so collected or withheld due date for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that paying such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidTaxes.

Tax Returns. Except as set forth on Schedule 6.16.1, (a) all material The Seller shall be responsible for preparing and ----------- filing the Tax Returns required of, or which include, the Transferred Companies for taxable periods ending on or before the Closing Date and shall pay Taxes due thereon to the extent such Taxes exceed amounts accrued or reserved on the Financial Statements. Notwithstanding the foregoing, the Seller shall not be filed liable for any Taxes resulting from any action taken by the Parent, the Buyer or by a Transferred Company without the Seller's consent outside the ordinary course of business after the Closing. The Parent and the Buyer shall be responsible for preparing and filing the Tax Returns of, or which include, the Transferred Companies for any taxable period that begins before and ends after the Closing Date and shall be responsible for the payment any Tax due thereon. The Seller shall have the right to review and comment on behalf of the Acquiror Companies have been timely filed and all such Tax Returns, which Tax Returns shall be prepared in a manner consistent with past practice. The Seller shall promptly reimburse the Buyer for the amount of Tax due with such Tax Returns attributable to the Transferred Companies for the period through the date of the Closing, to the extent such Taxes exceed amounts accrued or reserved on the Financial Statements. The Taxes attributable to the period through the Closing Date and to the period beginning on the following day shall be determined (i) as if those periods were separate taxable years, and (at ii) except as otherwise required by law, by using the time they were filed) Tax accounting methods and are trueTax elections used by the Transferred Companies before the Closing Date. The Parent and the Buyer shall be responsible for preparing and filing the Tax Returns of, correct or which include, the Company or any of its subsidiaries for all taxable periods beginning after the Closing Date and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve shall be responsible for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company in connection with any Tax Returns covering such Acquiror Company or with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidthereon.

Tax Returns. Except Sellers shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to any of the Spine Entities for taxable years or taxable periods ending on or before the Closing Date, and shall timely remit all Taxes shown as set forth due on Schedule 6.16.1such Tax Returns. Purchasers shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to any of the Spine Entities for taxable years or taxable periods ending after the Closing Date, (a) and shall timely remit all material Taxes shown due on such Tax Returns. All Tax Returns required to be filed pursuant to this Section shall be prepared on a basis consistent with past practices to the extent permitted by or applicable Laws. With respect to any Tax Return required to be filed by Purchasers and as to which any Taxes are allocable to Sellers under this Article VI, Purchasers shall provide Sellers with a copy of such completed Tax Return and a statement certifying the amount of Taxes shown on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were Return that is allocable to Sellers pursuant to the principles of this Article VI, together with appropriate supporting information and schedules, at least twenty (at 20) days prior to the time they were fileddue date (including any extension thereof) and are truefor the filing of such Tax Return (or in any event as soon as practicable) and, correct and complete except as provided in all material respects; this Section 6.04, shall obtain Sellers’ express written consent (bwhich shall not be unreasonably withheld or delayed) all material Taxes to such Tax Return prior to the filing of each Acquiror Company required to have been paid (whether or not reflected on any such Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which ; provided that any disputes shall be decided by an adequate reserve for Independent Expert. If the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested Independent Expert is unable to resolve all disputes with respect to a Tax Return described in the immediately preceding sentence prior to the due date for filing such Tax Return (including any Acquiror Company extension thereof), such Tax Return shall be handled in connection the following manner: (i) Purchasers shall file such Tax Return by the due date; (ii) Purchasers shall pay the Taxes shown as owing on such Tax Return; (iii) Sellers shall pay to Purchasers the amount of Taxes apportioned to Sellers except to the extent such Taxes are in dispute; (iv) the Independent Expert shall resolve the remaining disputes regarding such Tax Return no later than 30 days following the due date for filing such Tax Return (including any extension thereof); and (v) Purchasers shall file an amended Tax Return consistent with the determination of the Independent Expert as soon as practicable following such determination. Except as stated in clause (iii) above, in the event that an Independent Expert is required to resolve a Tax Return pursuant to this Section 6.04, Sellers shall not be required to indemnify Purchasers for any Tax Returns covering such Acquiror Company or Taxes with respect to any Taxes payable such Tax Return until the Independent Expert has rendered its determination. The cost of the Independent Expert shall be shared equally by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly Purchasers and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidSellers.

Tax Returns. Except The Purchaser shall prepare or cause to be prepared at its expense all Pass-Through Tax Returns for Pre-Closing Tax Periods and any Straddle Period that are due after the Closing Date, which shall be prepared in a manner consistent with the past practices of the Acquired Companies unless otherwise required by Law; provided that (i) items of taxable income, gain, loss, deduction and credit of the Company for the Straddle Period shall be allocated using the "closing of the books" method (as set forth on Schedule 6.16.1described in Treasury Regulations Section 1.706-1(c)) as of the end of the Closing Date, (aii) all material Transaction Tax Returns required Deductions shall be allocated to the portion of such Straddle Period ending on the Closing Date pursuant to Section 706 of the Code to the extent permitted by Law, (iii) seventy percent (70%) of any success-based fees allocable to a Pre-Closing Tax Period and deductible at a more-likely-than-not level of confidence shall be deducted in accordance with Rev. Proc. 2011-29, (iv) the Purchaser may make or caused to be made an election under Section 754 of the Code (and any corresponding state or local Tax election) to the extent such election is not already in effect, and (v) the Purchaser may make or cause to be made an election pursuant to Section 6221(b) of the Code (and any corresponding state or local Tax election). A draft of each Pass-Through Tax Return shall be submitted by the Purchaser to the Seller Representative for review, comment and consent (not to be unreasonably withheld, conditioned or delayed) no later than the date thirty (30) days prior to the due date for such Pass-Through Tax Return. Any comments submitted by the Seller Representative to the Acquired Companies no later than ten (10) days prior to the due date for such Pass-Through Tax Return shall be considered in good faith by the Purchaser, and the Acquired Companies shall timely file or cause to be filed by such Pass-Through Tax Return with the applicable Governmental Authority. To the extent permitted or on behalf required under applicable Tax Law, the taxable year of the Acquiror Acquired Companies have been timely filed and all such Tax Returns were (at shall close as of the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes end of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company in connection with any Tax Returns covering such Acquiror Company or with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidClosing Date.

Tax Returns. Except as set forth on Schedule 6.16.1, (a1) BIB shall prepare and cause SMI and the Company to timely file all material Tax Returns and pay all Taxes shown as due thereon of SMI or the Company required to be filed by on or prior to the Closing Date. (2) BIB shall be responsible for the preparation of all income and franchise Tax Returns of SMI and the Company for taxable periods ending on behalf or before the Closing Date, which are required to be filed subsequent to the Closing Date. (3) Buyer shall be responsible for the preparation and timely filing of all Tax Returns of SMI and the Company for taxable periods beginning prior to and ending after the Closing Date. BIB shall provide Buyer with copies of the Acquiror Companies Tax Returns referenced in clauses (1) and (2) above and any work papers prepared in connection thereto at least 10 days prior to the due date for filing of such Tax Returns, for Buyer's review and consent, which shall not be unreasonably withheld. Buyer shall be responsible for the timely filing of the Tax Returns referenced in clause (2) above. The Tax Returns referenced in clauses (1) and (2) herein shall be prepared in a manner consistent with SMI, the Company and their predecessors' most recent past practice, and shall be consistent with the representation in Section 2.1(h)(ii)(M) herein. With respect to an income or franchise Tax Return of SMI or the Company prepared by the Buyer which includes a taxable period or portion thereof before the Closing Date, BIB shall have been a reasonable opportunity to review and approve such return (such approval not to be unreasonably withheld or delayed) and such return shall be filed on a basis consistent with Tax Returns filed by SMI and the Company for the taxable period ended December 31, 1997 and prepared in a manner consistent with the representation in Section 2.1(h)(ii)(M). Buyer shall provide BIB with copies and drafts of the Tax Returns for such periods and copies of work papers relating to such returns. With respect to the Tax Returns referenced in clauses (2) and (3) above, BIB shall timely filed and all pay over to Buyer the portion of the Taxes shown as due on such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment responsibility of such Taxes has been established on BIB and Parent under the Acquiror Balance Sheet; (c) no waivers provisions of statutes of limitation have been given or requested with respect to any Acquiror Company in connection with any Tax Returns covering such Acquiror Company or with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported Section 5.14 herein at least 10 days prior to the appropriate Governmental Authority all amounts required to be so collected or withheld due date for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no filing such Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidReturns.

Tax Returns. Except as set forth on Schedule 6.16.1, Sellers shall timely file or cause to be timely filed when due (ataking into account all extensions properly obtained) all material Tax Returns that are required to be filed by or with respect to the Companies and their Subsidiaries for taxable years or periods of the Companies or their Subsidiaries, as the case may be, ending on or before the Closing Date (in the case of Tax Returns required to be filed by or on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company in connection the Companies or their Subsidiaries for such taxable years or periods on a combined, consolidated or unitary basis with any entity other than solely the Companies and their Subsidiaries) or due on or before the Closing Date (in the case of other Tax Returns), and in each case Sellers shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. Purchaser shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns covering such Acquiror Company that are required to be filed by or with respect to the Companies and their Subsidiaries and Purchaser shall remit or cause to be remitted any Taxes payable due in respect of such Tax Returns. Sellers shall reimburse Purchaser for the Taxes for which Sellers are liable pursuant to Section 6.3 but which are remitted in respect of any Tax Return to be filed by it; (d) Purchaser pursuant to this Section 6.4 upon the written request of Purchaser setting forth in detail the computation of the amount owed by Sellers, but in no Governmental Authority in a jurisdiction where an Acquiror Company does not file event earlier than 10 days prior to the due date for paying such Taxes. All Tax Returns has made for a claim, assertion Straddle Period which Sellers or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company Purchaser is required to report file or cause to the appropriate statebe filed in accordance with this Section 6.4 shall be prepared and filed in a manner consistent with past practice and, local on such Tax Returns, no position shall be taken, election made or foreign taxing authorities has been reportedmethod adopted that is inconsistent with positions taken, elections made or methods used in preparing and any additional Taxes due with respect thereto have been paidfiling similar Tax Returns in prior periods.

Tax Returns. Except as set forth on Schedule 6.16.1, Buyer shall file or cause to be filed when due (ataking into account all extensions properly obtained) all material Tax Returns that are required to be filed by or on behalf of or with respect to the Acquiror Acquired Companies have been timely filed that are due after the Closing Date for any Pre-Closing Tax Period and all for any Straddle Period and shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns; provided, that to the extent such Tax Returns were relate to a Pre-Closing Tax Period or the pre-Closing portion of a Straddle Period, such Tax Returns shall be prepared in a manner consistent with past practice except as otherwise contemplated by this Agreement or as required by applicable Law, and Buyer shall provide such Tax Returns to Seller for review and approval no less than thirty (at 30) days prior to the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and due date for timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment filing of such Taxes has been established on Tax Returns, or if the Acquiror Balance Sheet; due date is within thirty (c30) no waivers days of statutes the Closing Date, as promptly as practicable after the Closing Date, such approval not to be unreasonably withheld, conditioned or delayed. Five (5) days following written notice delivered by Buyer to Seller confirming the filing of limitation have been given or requested any such Tax Return and providing a copy of such filed Tax Return to Seller, Seller shall pay to Buyer (i) with respect to any Acquiror Company in connection with any Tax Returns covering such Acquiror Company or Return for a Pre-Closing Tax Period, all amounts shown as due on the Tax Return and (ii) with respect to any Taxes payable by it; (d) no Governmental Authority in Tax Return for a jurisdiction where an Acquiror Company does not file Tax Returns has made a claimStraddle Period, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required shown as due on the Tax Return allocable to be so collected or withheld for all periods Seller under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidSection 9.3.

Tax Returns. Except A. The Seller Representative shall prepare or cause to be prepared consistent with past practice, unless the applicable previously filed Tax Return was materially inaccurate based on applicable Law or as set forth on Schedule 6.16.1otherwise expressly contemplated by this Agreement, and timely file or cause to be timely filed (ataking into account all extensions properly obtained) all material Pass-Through Income Tax Returns and net income Tax Returns that are required to be filed by or with respect to the Company for any taxable period that ends on behalf of or prior to the Acquiror Companies have been timely filed Closing Date (collectively, the “Seller Returns” and all such Tax Returns were (at the time they were filed) and are trueeach, correct and complete in all material respectsa “Seller Return”); (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paidprovided, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Seller Return or Pre-Closing Tax Period, the Seller Representative shall be permitted to request that the Company make any available election to elect out of any composite or similar Tax filing or payment regime, provided further that the Company properly withholds and remits any withholding Taxes from not filing any composite or similar Tax filing or payment regime. No later than twenty-five (25) days before the due date (as permissibly extended) for filing an applicable Seller Return, the Seller Representative will deliver a copy of such Seller Return, along with supporting workpapers, to Purchaser for its review and reasonable comment. Purchaser shall have ten (10) days from the date that the Seller Representative delivers such Tax Return to Purchaser to review and provide a written statement setting forth (in connection with reasonably sufficient detail and including all supporting workpapers) any reasonable comments it may have to such Tax Returns covering Return. To the extent Purchaser and the Seller Representative are not able to resolve any matters relating to a Seller Return within ten (10) days following the expiration of the applicable review period set forth above for such Acquiror Company or Tax Return, Purchaser and the Seller Representative shall submit such matter to the Accounting Firm for resolution pursuant to procedures substantially similar to those set forth in Section 2.3(d) of this Agreement; provided that (x) in resolving any such matter, the Accounting Firm shall be bound by and follow any explicit agreements forth in this Agreement (including this Section 7.4) as to the Tax reporting of any matter and (y) the expenses of the Accounting Firm shall be shared equally by Purchaser, on the one hand, and the Sellers, on the other hand. If any dispute with respect to a Seller Return is not resolved before the due date, Purchaser shall file, or caused to be filed, the Tax Return as originally prepared (but reflecting any changes to which the Seller Representative and Purchaser have agreed) and shall, as necessary, amend such Tax Returns to reflect the resolution of any remaining disputes to the extent resolved in accordance with the foregoing provisions. With respect to a Seller Return prepared in accordance with the above and filed after the Closing Date for a taxable period ending within 2020 or a taxable period ending within 2021 and on or before the Closing Date, no later than two (2) Business Days before the due date (as permissibly extended) of such Seller Return, Sellers shall pay to Purchaser the amount of any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to shown as due on such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported Seller Return but only to the appropriate Governmental Authority all amounts required to be so collected extent such Taxes were not included in the determination of Closing Working Capital, Company Indebtedness or Company Transaction Expenses or withheld for or deducted pursuant to Section 3.4 and to the extent of the agreed amount shown on such Seller Returns, with any additional payment made by Sellers when all periods under all applicable laws; (f) there are no Liens disputes or comments with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there the applicable Seller Return are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidresolved.

Tax Returns. Except as set forth on Schedule 6.16.1Subject to the three immediately succeeding sentences and the rest of this Section 8.2(a), (a) Buyer will prepare or cause to be prepared and timely file or cause to be timely filed all material Tax Returns required to be filed by or on behalf of for the Acquiror Group Companies have been timely filed for Pre-Closing Tax Periods and all Straddle Periods. Each such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or Return prepared for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company in connection with any Tax Returns covering such Acquiror Company or with respect to any Taxes payable by it; (d) no Governmental Authority a Pre-Closing Tax Period or Straddle Period will be prepared in a jurisdiction where an Acquiror Company does manner consistent with past practice and this Section 8.2, except to the extent required otherwise by applicable Tax Law. At least thirty (30) days prior to the date on which each such Tax Return for a Pre-Closing Tax Period or Straddle Period is due, Buyer shall submit such Tax Return (and all relevant work papers and other items required to understand such Tax Return or other items as reasonably requested by the Seller) to the Seller for the Seller’s review, comment and consent and shall not file such Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may without the Seller’s consent (which consent will not be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or unreasonably withheld, paid over conditioned or delayed by Seller. Notwithstanding the foregoing, the Parties agree that [redacted] (“[redacted]”) (or such other nationally recognized accounting firm in the United States and reported Canada mutually agreed by the parties) shall, at the joint direction of Buyer and Seller, prepare and file or cause to be prepared and filed with the assistance of the Group Companies (i) all income Tax Returns for the Group Companies for Pre-Closing Tax Periods that have not yet been filed as of the Closing Date, (ii) all income Tax Returns for the Group Companies for the taxable periods ending December 31, 2018 and December 31, 2017 for [redacted] described in Section 8.2(a)(iv) and (iii) all claims for refunds described in Section 8.2(a)(ii); provided, further, that no such Tax Return or claim for refund shall be filed without the prior written consent of both the Buyer and Seller, such consent not to be unreasonably withheld, conditioned or delayed by either Party. The third-party costs of preparing and filing any Tax Return attributable solely to a taxable period ending on or prior to the appropriate Governmental Authority all amounts required to be so collected Closing Date (including, without limitation, the costs of [redacted] in preparing Tax Returns or withheld claims for all periods under all applicable laws; (f) there are no Liens refund with respect to Taxes taxable periods ending on any Acquiror Company's property or assets other than Permitted Liens; (gprior to the Closing Date pursuant to the immediately preceding sentence) there are no shall be borne by Seller. The costs of preparing and filing Straddle Period Tax rulings, requests Returns and Tax Returns for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period taxable periods beginning after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made Closing Date shall be borne by a Governmental Authority in any examination that such Acquiror Company is required to report to Buyer or the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidGroup Companies following the Closing.

Tax Returns. Except (a) CSX hereby represents and warrants to the Vectura Parties that, except as set forth in Schedule 7.1(a) and except as would not have a material adverse effect on Schedule 6.16.1ACL, (ai) all material Tax Returns required to be filed by (taking into account extensions) on or before the Closing Date for taxable periods ending on behalf of or before the Acquiror Companies Closing Date by, or with respect to any activities of, or property owned by, ACL or its Subsidiaries, have been timely or will be filed and in accordance with all such Tax Returns were (at the time they were filed) applicable laws and are true, correct and complete in as filed, and all material respects; (b) all material Taxes of each Acquiror Company required to shown as due on such Returns have been paid (whether or not reflected on any Tax Return) have been fully and will be timely paid, except those (ii) all Taxes which required to be withheld by ACL or its Subsidiaries have been withheld, and such withheld Taxes have either been duly and timely paid to the proper Government Authorities or set aside in accounts for such purpose if not yet due, (iii) no Returns filed by ACL or any of its Subsidiaries are presently being contested currently under audit by any Taxing Authority or are the subject of any judicial or administrative proceeding, and no Taxing Authority has given notice in good faith writing that it will commence any such audit, (iv) no Taxing Authority is now asserting against ACL or any of its Subsidiaries any deficiency or claim for Taxes or any adjustment of Taxes, (v) other than any Tax sharing agreement between CSX, on the one hand, and ACL or a Transferred ACL Subsidiary, on the other hand, neither ACL nor any of its Subsidiaries is subject to or bound by any Tax sharing agreement, and since 1984, neither ACL nor any of its Subsidiaries has ever been a member of a consolidated group, other than one for which an adequate reserve for CSX was the payment common parent, (vi) neither ACL nor any of such Taxes its Subsidiaries has been established on the Acquiror Balance Sheet; (c) no waivers waived any statute of statutes of limitation have been given or requested limitations with respect to any Acquiror Company Tax or agreed to any extension of time for filing any Return which has not been filed, and neither ACL nor any of its Subsidiaries has consented to extend to a date later than the date hereof the period in connection with which any Tax Returns covering such Acquiror Company or with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation assessed or collected by such jurisdiction; any Taxing Authority, (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (fvii) there are no Liens with respect to liens for Taxes on any Acquiror Company's property or assets (other than ACL Permitted Liens; Encumbrances (gother than such encumbrances described in clause (iii) there are no Tax rulings, requests for rulings, of the definition of ACL Permitted Encumbrances)) upon any of the assets of ACL or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; its Subsidiaries and (hviii) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities no Transferred Foreign ACL Subsidiary has been reported, and any additional Taxes due with respect thereto have been paida "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

Tax Returns. Except as set forth on Schedule 6.16.1, (a) Subsidiaries (other than LLCs). Sellers shall timely file or cause to be timely filed when due (taking into account all material extensions properly obtained) all Tax Returns that are required to be filed by or with respect to each Subsidiary (other than any LLC) for taxable years or periods ending on or before the Closing Date (in the case of Tax Returns required to be filed by or on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company such Subsidiary on a combined, consolidated or unitary basis with either Seller or any Affiliate thereof other than solely any Subsidiary) or due on or before the Closing Date (with respect to other Tax Returns), and in connection with each case Sellers shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. With respect to Tax Returns covering to be filed by Sellers pursuant to the preceding sentence, such Acquiror Company Tax Returns shall be prepared by Sellers in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns unless Sellers are advised in writing by their tax advisor that there is no reasonable basis under relevant Tax law to take such position, election or method. Buyer shall prepare and, except as provided below, timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to each Subsidiary (other than any LLC) and, except as provided below, Buyer shall remit or cause to be remitted any Taxes payable due in respect of such Tax Returns. With respect to Tax Returns to be filed by it; Buyer pursuant to the preceding sentence that relate to taxable years or periods ending on or before the Closing Date (dw) no Governmental Authority such Tax Returns shall be prepared by Buyer in a jurisdiction where an Acquiror Company does not file manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns has made a claim(including, assertion without limitation, positions which would have the effect of accelerating income to periods for which Sellers are liable or threat deferring deductions to periods for which Buyer is liable) unless Buyer is advised in writing by its tax advisor that there is no reasonable basis under relevant Tax law to take such position, election or method, (x) such Tax Returns shall be submitted to Sellers not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Sellers, (y) Buyer shall make any changes to such Acquiror Company that Tax Returns as Sellers shall request in its sole discretion and (z) upon final approval by Sellers, Sellers shall file such Acquiror Company is Tax Returns and shall remit or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required cause to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on remitted any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with in respect thereto have been paidof such Tax Returns.

Tax Returns. Except as set forth on Schedule 6.16.1, (ai) Aon shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all material Tax Returns required to be filed with respect to the Companies for taxable years or periods ending on or prior to the Closing Date, and Aon shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the Companies, and Buyer shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed by Buyer pursuant to the preceding sentence that relate to taxable years or periods ending on behalf or before the Closing Date or that relate to any Straddle Period (I) such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Aon is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Aon not later than 30 days prior to the Acquiror Companies have been timely filed due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Aon, 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 (at I) of this sentence. Aon or Buyer shall pay the time they were filedother party for the Taxes for which Aon or Buyer, respectively, is liable pursuant to Section 8.1(a) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes but which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company in connection payable with any Tax Returns covering such Acquiror Company Return to be filed by the other party pursuant to this Section 8.1(b) upon the written request of the party entitled to payment, setting forth in detail the computation of the amount owed by Aon or with respect to any Taxes payable by it; (d) Buyer, as the case may be, but in no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported event earlier than 10 Business Days prior to the appropriate Governmental Authority all amounts required to be so collected or withheld due date for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulingspaying such Taxes, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report without regard to the appropriate state, local or foreign taxing authorities has been reported, aggregate indemnification limitations set forth in Section 11.1(a) and any additional Taxes due with respect thereto have been paid.Section 11.2(a). 44

Tax Returns. Except as set forth (i) Following the Closing Date, the Company shall prepare or shall cause to be prepared (A) any combined, consolidated or unitary Tax Return that includes Seller or any of its Affiliates (other than the Business Subsidiaries), on Schedule 6.16.1the one hand, and any of the Business Subsidiaries (aor any former Subsidiaries of Seller), on the other hand (a “Combined Tax Return”), and (B) all material any Tax Returns Return (other than any Combined Tax Return) that is required to be filed by or on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror of the Business Subsidiaries for any taxable period (a “Company in connection with any Separate Tax Return”). All Combined Tax Returns covering such Acquiror and all Company Separate Tax Returns, in each case, to the extent relating to the Seller Entities, the Excluded Assets, the Retained Liabilities, the Retained Business and/or the Excluded Tax Liabilities shall be prepared in a manner consistent with past practices of Seller or with respect its relevant Subsidiary, as and where applicable, except to the extent otherwise required by applicable Law. The Company shall deliver to Seller a draft copy of each Company Separate Tax Return that reflects any Taxes payable for which Seller is responsible under this Agreement (a “Mixed Company Separate Tax Return”) and each Combined Tax Return at least thirty (30) days prior to the due date therefor (taking into account any extensions). The Company shall (and shall cause its Affiliates to) revise each such Combined Tax Return and Mixed Company Separate Tax Return to reflect any reasonable comments requested by itSeller, provided such comments relate to Taxes for which Seller is responsible under this Agreement and are received Table of Contents from Seller not later than fifteen (15) days before the due date for such Tax Return (taking into account any extensions for filing such Tax Return); provided, however, that the Company shall not be required to (dor to cause its Affiliates to) no Governmental Authority revise any such Tax Return if such revision would or would reasonably be expected to, (x) result in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror increase in the amount of Taxes for which the Company is responsible pursuant to this Agreement or may be subject to taxation by such jurisdiction; the Tax Liability of Purchaser or any of its Affiliates or (ey) each Acquiror Company has duly and timely collected or withheld, paid over and reported to reflect a position for which there is not “substantial authority” within the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (fmeaning of Treasury Regulations Section 1.6662-4(d) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) similar provision or standard under any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate applicable state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidTax Law).

Tax Returns. Except as set forth on Schedule 6.16.1, (ai) Sellers shall timely file or cause ----------- to be timely filed when due (taking into account all extensions properly obtained) all material Tax Returns that are (x) required to be filed by or with respect to Newco Brazil for taxable years or periods ending on or before the Closing Date (in the case of income, franchise and similar Tax Returns required to be filed by or with respect to Newco Brazil as well as Tax Returns required to be filed by or with respect to Newco Brazil on behalf a combined, consolidated or unitary basis with Sellers or any Affiliate thereof) or (y) due on or before the Closing Date (with respect to other Tax Returns), and in each case Sellers shall remit or cause to be remitted any Taxes due in respect of the Acquiror Companies have been such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to Newco Brazil and Buyer shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed by Buyer pursuant to the preceding sentence that relate to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including, without limitation, any such position, election or method which would have the effect of accelerating income to periods for which Sellers are liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Sellers not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Sellers, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (at I) of this sentence. Sellers or Buyer shall pay the time they were filedother party for the Taxes for which Sellers or Buyer, respectively, is liable pursuant to paragraph (a) and of this Section 8.2 but which are true, correct and complete in all material respects; payable with any Tax ----------- Return to be filed by the other party pursuant to this paragraph (b) all material Taxes upon the written request of each Acquiror Company required the party entitled to have been paid (whether payment, setting forth in detail the computation of the amount owed by Sellers or not reflected on any Tax Return) have been fully and timely paidBuyer, except those Taxes which are presently being contested as the case may be, but in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company in connection with any Tax Returns covering such Acquiror Company or with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported event earlier than 10 business days prior to the appropriate Governmental Authority all amounts required to be so collected or withheld due date for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that paying such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidTaxes.

Tax Returns. Except as set forth on Schedule 6.16.1, (a) all material Trimble shall prepare or shall cause to be prepared (i) any Tax Returns Return of a member of the Xxxxxxx Group or of a consolidated, combined or unitary group that includes any member of the Xxxxxxx Group (including any Trimble Combined Tax Return), and (ii) any Tax Return (other than any Trimble Combined Tax Return) required to be filed by or with respect to the Company Group for any taxable period that ends on behalf or before the Closing Date (or, if applicable and solely with respect to the Brazil Business, the Deferred Brazil Closing Date) (such Tax Return described in clause (ii) of the Acquiror Companies have been timely filed and all this sentence, a “Pre-Closing Date Trimble Separate Tax Return”). Any Transaction Tax Deductions shall be included as deductions on such Tax Returns were to the extent such amounts are “more likely than not” allocable and deductible with respect to such Tax Returns. The Company (at or the time they were filedapplicable member of the Company Group) shall timely file or cause to be timely filed any such Tax Returns, and are trueTrimble shall bear any costs related to preparing and filing such Tax Returns. Such Pre-Closing Date Trimble Separate Tax Return shall be prepared in a manner consistent with past practice of the applicable entity, correct except as otherwise required by applicable Tax Law or this Agreement. Except to the extent required by Law, no Party shall amend any Pre-Closing Date Trimble Separate Tax Return (or revoke or modify any election relating thereto) without the prior written consent of Trimble (not to be unreasonably withheld, conditioned or delayed). At least twenty (20) days prior to the applicable due date for the filing of a Pre-Closing Date Trimble Separate Tax Return, Trimble shall provide AGCO a draft of such Tax Return for its review and complete in all material respects; approval (not to be unreasonably withheld, conditioned or delayed). (b) all material Taxes AGCO shall prepare or shall cause to be prepared (i) any Tax Return of each Acquiror Company required to have been paid a member of the AGCO Group or of a consolidated, combined or unitary group that includes any member of the AGCO Group (whether or not reflected on including any AGCO Combined Tax Return), and (ii) any Tax Return (other than any AGCO Combined Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect required to any Acquiror Company in connection with any Tax Returns covering such Acquiror Company be filed by or with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paid.to

Tax Returns. Except as set forth on Schedule 6.16.1, The Selling Parties shall file or cause to be filed when due (ataking into account all extensions properly obtained) all material Tax Returns that are required to be filed by or on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to the Company or its Subsidiaries for taxable years or periods ending on or before the Closing Date and the Selling Parties shall remit or cause to be remitted any Acquiror Company Taxes due in connection with any respect of such Tax Returns. Buyer shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns covering such Acquiror Company that are required to be filed by or with respect to the Company for taxable years or periods ending after the Closing Date (including any Straddle Period) and Buyer shall remit or cause to be remitted any Taxes payable due in respect of such Tax Returns. The Selling Parties shall reimburse Buyer for the Taxes for which the Selling Parties are liable pursuant to paragraph Section 7.1(a)(i) but which are remitted in respect of any Tax Return to be filed Buyer pursuant to this Section 7.1(b) upon the written request of Buyer setting forth in detail the computation of the amount owed by it; (dthe Selling Parties. In no event shall the foregoing reimbursement obligations be limited in any way by the limitations set forth in Article VIII. All Tax Returns which the Selling Parties are required to file or cause to be filed in accordance with this Section 7.1(b) no Governmental Authority shall be prepared and filed in a jurisdiction where an Acquiror Company does not file manner consistent with past practice and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidprior periods.

Tax Returns. Except as set forth (i) Seller shall have the right to elect to cause to be prepared all Tax Returns of the Company or any of the Subsidiaries for all Tax periods ending on Schedule 6.16.1or before the Closing Date (“Pre-Closing Tax Returns”), by providing prior notice to Purchaser and the Company at least two months before the due date of such a Tax Return (not including extensions). Such Tax Returns shall be prepared in a manner consistent with past practice, provided that (i) no election to waive a carryback of net operating losses under Section 172(b)(3) of the Code shall be made, (aii) all material the Company and its Subsidiaries shall elect under Revenue Procedure 2011-29, 2011-18 IRB to treat 70% of any success-based fees (including any amounts paid to Citigroup Global Markets, Inc.) as amounts that did not facilitate the transactions described in this Agreement and therefore treat 70% of such costs as deductible on the Pre-Closing Tax Returns, and (iii) the Company shall deduct on its Pre-Closing Tax Returns required any compensatory payments made in connection with the transactions contemplated by this Agreement and any deductible expenses incurred in connection with the transactions contemplated by this Agreement, in either case that are economically borne by Seller, to be filed the extent permitted by or on behalf Applicable Law. If Seller has elected to prepare such Tax Returns, Seller shall provide Purchaser drafts of the Acquiror Companies have been timely filed and all Pre-Closing Tax Returns at least thirty (30) days before the filing of such Tax Returns were for Purchaser’s review and approval (such approval not to be unreasonably withheld, conditioned or delayed). If Seller has not elected to prepare such Tax Returns, Purchaser shall prepare such Tax Returns consistent with past practice and the provisions of this Section 5.9(b), and shall provide such Tax Returns to Seller for its review and approval at least thirty (30) days before filing (such approval not to be unreasonably withheld, conditioned or delayed). In the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes event of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested a dispute with respect to any Acquiror Company in connection with any such Tax Returns, such dispute will be referred to and resolved by the Neutral Arbitrator. The determination of the Neutral Arbitrator shall be binding on the Parties. All fees and expenses relating to the work performed by the Neutral Arbitrator shall be borne by the Party that loses the dispute. Purchaser shall cause all Pre-Closing Tax Returns covering to be timely filed, provided that if Seller has elected to prepare a Pre-Closing Tax Return but does not provide a draft of such Acquiror Company or Tax Return to Purchaser at least thirty (30) days before the due date of such Tax Return (including any extensions then in effect), Purchaser shall be entitled to prepare and file such Tax Return without Seller’s approval (but otherwise in accordance with respect to this Section 5.9(b)(i)). Seller shall pay the amount of any Taxes payable by it; (d) no Governmental Authority shown as due on each Pre-Closing Tax Return prepared in a jurisdiction where an Acquiror Company does not file accordance with this Section 5.9(b)(i), less any amount of Tax Returns has made a claimliabilities taken into account in the Closing Working Capital Amount that is included in the Tax liability shown as due on such Pre-Closing Tax Return, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental relevant Taxing Authority all amounts required or to be so collected or withheld for all periods under all applicable laws; Purchaser no later than five (f5) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report days prior to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paiddate of such Pre-Closing Tax Return.

Tax Returns. Except as set forth on Schedule 6.16.1Parent shall timely file or cause to be timely filed (taking into account all extensions properly obtained) all Tax Returns of the Company Group that are first due (taking into account all extensions properly obtained) after the Closing Date and that relate in whole or in part to a Pre-Closing Tax Period (each, a “Parent Prepared Return”), and Parent shall timely remit or cause to be timely remitted any Taxes due in respect of such Parent Prepared Returns. To the extent any Parent Prepared Return relates in whole or part to a Pre-Closing Tax Period, each such Parent Prepared Return shall (i) be prepared in a manner consistent with the past practice of the Company Group unless otherwise required by applicable Law, (aii) include all material Transaction Deductions on the income Tax Returns required to be filed by or on behalf Return of the Acquiror Companies have been timely filed Company for the taxable period that includes the Closing Date to the extent permitted by applicable Law, and all such Tax Returns were (at iii) be prepared in a manner consistent with the time they were filed) and are trueIntended Tax-Free Treatment, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company unless otherwise required to have been paid (whether or not by a final “determination” by a Governmental Authority. In the event that any item reflected on any Tax Return) have been fully and timely paid, except those Parent Prepared Return could reasonably be expected to increase the amount of Taxes which are presently being contested included in good faith Company Debt or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given Company Transaction Expenses or requested with respect to any Acquiror Company in connection with any Tax Returns covering such Acquiror Company or with respect to any Taxes payable by it; (d) no Governmental Authority result in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claimclaim for offset pursuant to Article VII, assertion or threat to Parent will submit such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported Parent Prepared Return to the appropriate Governmental Authority all amounts required Representative for review and comment at least twenty (20) days prior to be so collected or withheld the due date for all periods under all applicable laws; filing such Parent Prepared Return (for, if such due date is within sixty (60) there are no Liens with respect to Taxes on days following the Closing Date, as promptly as practicable following the Closing Date), and shall incorporate any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company reasonable comments made by a Governmental Authority in any examination that the Representative prior to filing such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidParent Prepared Return.

Tax Returns. (i) Except as set forth on Schedule 6.16.1provided in Section 5.7(f) with respect to Transfer Taxes, (a) all material Tax Returns required Sellers will prepare or cause to be prepared and file or cause to be filed all corporate income Tax Returns of the Company and Subsidiaries with respect to any Pre-Closing Period (the “Pre-Closing Period Returns”) due after the Closing Date. Upon completion of such Tax Returns for the Company that pertain to periods prior to the Closing Date, Sellers shall pay to Buyers any Tax payments due on such returns except to the extent such Taxes were accrued before Closing or otherwise taken into account in determining the Purchase Price, and Buyer shall then remit or cause to be remitted all Taxes in respect of such Tax Returns payable after the Closing Date. The Sellers shall permit the Buyer to review and comment on each such Tax Returns described in the preceding sentence for a period of up to ten (10) days prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Buyer. The Pre-Closing Period Returns prepared and filed by Sellers will be prepared and filed in a manner that is consistent with the prior practice of the Company and Subsidiaries (including prior Tax elections and accounting methods or conventions made or utilized by the Company and Subsidiaries), except as required by Law. Buyer will prepare or cause to be prepared and file or cause to be filed Straddle Period Returns of the Company and Subsidiaries. Buyer will prepare and file the Straddle Period Returns that it is required to file pursuant to this Section 5.7(b)(i) in a manner that is consistent with the prior practice of the Company and Subsidiaries (including prior Tax elections and accounting methods or conventions made or utilized by the Company and Subsidiaries), except as required by Law. Buyer will deliver all material Straddle Period Returns that it is required to file pursuant to this Section 5.7(b)(i) to Sellers for review and comment at least 20 days prior to the due date (including valid extensions) for filing such Tax Returns (except where such 20-day period is not practical, in which case as soon as practical). Within 10 days of receiving a draft of such Tax Return (except where such 10-day period is not practical, in which case as soon as practical), Sellers may provide written comments to Buyer. The Parties will attempt to resolve any dispute through direct good-faith negotiation subject to the dispute resolution procedures of Section 5.7(g). In no event will the provision of comments by Sellers prevent Buyer from timely filing any such Tax Return; provided, however, that in the event that the Accounting Firm has not yet resolved any such Tax Dispute prior to the deadline for filing such Tax Return (including any extensions), Buyer will be entitled to file such Tax Return (or amendment) as prepared by Buyer subject to amendment to reflect the resolution when rendered by the Accounting Firm. Unamortized debt financing costs, change of control bonus payments and any other amounts payable by or on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company Subsidiaries in connection with any Tax Returns covering such Acquiror Company or with respect the transactions contemplated by this Agreement (in each case, if and solely to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat to such Acquiror Company the extent that such Acquiror Company is costs, payments or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, other amounts are paid over and reported prior to the appropriate Governmental Authority all amounts required Closing Date or included in the calculation of Final Closing Date Tangible Net Assets or included as Closing Date Seller Transaction Expenses for purposes of the calculation of the Final Closing Cash Payment), to the extent permitted by applicable Law to be so collected deducted for income Tax purposes on Straddle Period Returns or withheld Pre-Closing Period Returns, will be reported on such returns as income Tax deductions of Sellers for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no the Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period year (or portion of a periodthereof) that would affect ends on or includes the Closing Date and will not be reported on any period after other income Tax Return of Buyer or the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority or Subsidiaries, in any examination that such Acquiror Company is required to report each case, to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidextent permitted by applicable Law.

Tax Returns. Except as set forth on Schedule 6.16.1, (a) The Company shall prepare and timely file all material Tax Returns required to be filed by or on behalf of the Acquiror Companies have been Company due on or prior to the Closing Date in accordance with existing procedures and practices and accounting methods of the Company as in effect of the date hereof, unless otherwise required by applicable law. The Parent shall cause the Company to prepare and timely filed file all Tax Returns of the Company due after the Closing Date in respect of taxable periods, or portions thereof, ending on or before the Closing Date, in accordance with existing procedures and all practices and accounting methods of the Company as in effect as of the date hereof, unless required by applicable law. At least thirty (30) days prior to filing any such Tax Return, Parent shall provide a copy of each Tax Return to the Holder Representative for review, comment and consent to filing (which shall not be unreasonably withheld, conditioned, or delayed). Parent shall incorporate all reasonable comments provided by the Holder Representative prior to filing each such Tax Return; provided, that any such comments (i) are consistent with the past practices of the Company in filing its Tax Returns were (at the time they were filedif applicable) and (ii) are truenot inconsistent with applicable Tax Law. Unless required by applicable Tax Law, correct Parent shall not, and complete in all material respects; (b) all material Taxes of each Acquiror Company required shall not allow the Company, to have been paid (whether amend, modify or not reflected on file any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested Return with respect to a taxable period, or portion thereof, ending on or before the Closing Date or take any Acquiror Company action in connection with any respect of such Tax Returns covering Matters if such Acquiror Company or with respect amendment, filing, action, modification would result in the Holders incurring a payment obligation pursuant to any Taxes payable by it; Section 7.2 hereof without the prior written permission of the Holder Representative (d) no Governmental Authority in a jurisdiction where an Acquiror Company does which shall not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or unreasonably withheld, paid over and reported conditioned or delayed); provided, that it shall be reasonable to withhold such permission if such amendment, modification, filing or action would result in an increased cost to the appropriate Governmental Authority all amounts required Holders, pursuant to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidSection 7.2.

Tax Returns. Except as set forth on Schedule 6.16.1, (a) Sellers shall prepare, or cause to be prepared, and shall timely file, or cause to be timely filed, (i) all material Tax Returns required of or with respect to be filed Blocker Corp and the Group Companies, respectively, that are due on or prior to the Closing Date and (ii) all Pass-Through Tax Returns for any taxable period ending on or prior to the Closing Date and, in each case, shall timely pay, or the Blocker Corp and the Group Companies to pay, all Taxes due by or on behalf of the Acquiror Companies have been timely filed Blocker Corp and all the Group Companies, respectively, with respect to such Tax Returns. Any such Tax Returns were and Pass-Through Tax Returns shall be prepared in accordance with past practices and this Agreement unless otherwise required by law, and delivered to Purchaser for its review at least thirty (at 30) calendar days prior to the time they were fileddue date (including extensions) and are truefor such Tax Return, correct and complete in all material respects; (b) all material Taxes the case of each Acquiror Company required to have been paid (whether or not reflected on any Tax ReturnReturn relating to Income Taxes, and as soon as reasonably practicable prior to the due date (including extensions) have been fully and timely paidin the case of other Tax Returns. In the case of any Tax Returns described in clause (i) of the first sentence of this Section 6.15, except those Taxes which are presently being contested Sellers shall consider in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested any reasonable comments timely provided by Purchaser with respect to any Acquiror Company in connection with such Tax Returns. In the case of any Tax Returns covering described in clause (ii) of the first sentence of this Section 6.15, Sellers shall only file such Acquiror Company or with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claim, assertion or threat as finally approved by Purchaser (such approval not to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or unreasonably withheld, paid over and reported to the appropriate Governmental Authority all amounts required conditioned or delayed). Unless requested otherwise by Purchaser, Sellers shall make (or shall cause to be so collected or withheld for all periods made) an election under all applicable laws; Section 754 of the Code (f) there are no Liens with respect to Taxes on and any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion similar provision of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due law) with respect thereto to each Group Company that is treated as a partnership for U.S. federal income tax purposes and does not have been paidsuch an election in effect as of the Closing Date.

Tax Returns. Except as set forth on Schedule 6.16.1, (a) all material Parent shall prepare or shall cause to be prepared (i) any combined, consolidated or unitary Tax Returns Return that includes any member of the Parent Group, on the one hand, and any of the Transferred Companies or their respective Subsidiaries, on the other hand (a “Combined Tax Return”), and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company of the Transferred Companies or their respective Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Parent shall timely file or cause to be timely filed any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any valid extensions). Parent shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least thirty (30) days (or such shorter period as is reasonable taking into account the Tax period of the respective Tax Return or other relevant circumstances) prior to the due date for filing such Tax Returns (taking into account any valid extensions) for Purchaser’s review and comment, and Parent shall consider in connection good faith any written comments to such Pre-Closing Separate Tax Returns received from Purchaser reasonably in advance of such due date for filing such Tax Returns. Purchaser shall timely file or cause to be timely filed such Tax Returns. Except as otherwise required by Law, all Pre-Closing Separate Tax Returns shall be prepared in a manner consistent with past practices of the Transferred Companies and their respective Subsidiaries. Unless otherwise required by applicable Law or permitted by this Agreement, Purchaser shall not amend or revoke any Combined Tax Return or any Pre-Closing Separate Tax Returns (or any notification or election relating thereto) without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed. At Parent’s reasonable request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Parent any information reasonably requested by Parent to facilitate the preparation and filing of any Tax Returns covering described in this Section 7.4(a) and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such Acquiror Company or with respect to any Taxes payable by it; (d) no Governmental Authority information in a jurisdiction where an Acquiror Company does not file Tax Returns has made manner and on a claimtimeline requested by Parent, assertion which information and timeline shall be consistent with the past practice of the Transferred Companies or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheldtheir respective Subsidiaries, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidas applicable.

Tax Returns. Except as set forth on Schedule 6.16.1, (a) Seller shall timely file or cause to be timely filed when due (taking into account all material extensions properly obtained) and shall remit or cause to be remitted to the relevant Tax Authority all Taxes shown as due on (i) all Tax Returns that are required to be filed by or on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to the Acquired Companies on a combined, consolidated or unitary basis with Seller or any Acquiror Company in connection with Affiliate thereof (other than any Acquired Company), (ii) all other income Tax Returns covering such Acquiror Company that are required to be filed by or with respect to any Taxes payable by it; Acquired Company for taxable years or periods ending on or before the Closing Date and (diii) no Governmental Authority in a jurisdiction where an Acquiror Company does not file all other Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts are required to be so collected filed by or withheld for all periods under all applicable laws; (f) there are no Liens with respect to any Acquired Company (taking into account all extensions properly obtained) on or prior to the Closing Date (the Tax Returns described in Section 10.02(a)(i) – (iii), “Seller Returns”). Seller Returns shall be filed in a manner consistent with past practice (to the extent in compliance with applicable Law) and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in preparing and filing similar Tax Returns (unless otherwise required by applicable Law or this Agreement); provided, that this sentence shall apply to Seller Returns described in clause (i) only to the extent prepared with respect to an Acquired Company. Seller shall permit Buyer to review and comment on each such Seller Return described in clause (ii) or (iii) of the definition thereof and shall not file any such Seller Return without Buyer’s consent, which shall not be unreasonably withheld or delayed. Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) and shall remit or cause to be remitted to the relevant Tax Authority all Taxes shown as due on all other Tax Returns that are required to be filed by or with respect to Acquired Companies after the Closing Date (“Buyer Returns”). Any Buyer Return that relates to any taxable year or period beginning before the Closing Date shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in preparing and filing similar Tax Returns (unless otherwise required by applicable Law or this Agreement). Buyer shall permit Seller to review and comment on each such Buyer Return that relates to a taxable year or period beginning before the Closing Date and shall not file any such Buyer Return without Seller’s written consent, which shall not be unreasonably withheld or delayed. Seller shall remit to Buyer no later than ten (10) days before the date on which such Taxes are due an amount equal to the Taxes shown on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests Buyer Return for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company which Seller is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidliable under Section 10.01(a).

Tax Returns. Except as set forth on Schedule 6.16.1, (a) Seller shall timely file or cause to be timely filed when due (taking into account all material extensions properly obtained) and shall remit or cause to be remitted to the relevant Tax Authority all Taxes shown as due on (i) all Tax Returns that are required to be filed by or on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to the Acquired Companies on a combined, consolidated or unitary basis with Seller or any Acquiror Company in connection with Affiliate thereof (other than any Acquired Company), (ii) all other income Tax Returns covering such Acquiror Company that are required to be filed by or with respect to any Taxes payable by it; Acquired Company for taxable years or periods ending on or before the Closing Date and (diii) no Governmental Authority in a jurisdiction where an Acquiror Company does not file all other Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts are required to be so collected filed by or withheld for all periods under all applicable laws; (f) there are no Liens with respect to any Acquired Company (taking into account all extensions properly obtained) on or prior to the Closing Date (the Tax Returns described in Section 10.02(a)(i) — (iii), “Seller Returns”). Seller Returns shall be filed in a manner consistent with past practice (to the extent in compliance with applicable Law) and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in preparing and filing similar Tax Returns (unless otherwise required by applicable Law or this Agreement); provided, that this sentence shall apply to Seller Returns described in clause (i) only to the extent prepared with respect to an Acquired Company. Seller shall permit Buyer to review and comment on each such Seller Return described in clause (ii) or (iii) of the definition thereof and shall not file any such Seller Return without Buyer’s consent, which shall not be unreasonably withheld or delayed. Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) and shall remit or cause to be remitted to the relevant Tax Authority all Taxes shown as due on all other Tax Returns that are required to be filed by or with respect to Acquired Companies after the Closing Date (“Buyer Returns”). Any Buyer Return that relates to any taxable year or period beginning before the Closing Date shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in preparing and filing similar Tax Returns (unless otherwise required by applicable Law or this Agreement). Buyer shall permit Seller to review and comment on each such Buyer Return that relates to a taxable year or period beginning before the Closing Date and shall not file any such Buyer Return without Seller’s written consent, which shall not be unreasonably withheld or delayed. Seller shall remit to Buyer no later than ten (10) days before the date on which such Taxes are due an amount equal to the Taxes shown on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests Buyer Return for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company which Seller is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidliable under Section 10.01(a).

Tax Returns. Except Sellers’ Representative shall prepare and timely file, or cause to be prepared and timely filed, the initial filing of all Pass-Through Tax Returns for any taxable period ending on or before the Closing Date that are due after the Closing Date (taking into account applicable extensions). Each Pass-Through Tax Return (including, for the avoidance of doubt, any Pass-Through Tax Return prepared by or at the direction of Buyer) shall be prepared in a manner consistent with the most recent past practices of the relevant Acquired Company, except as set forth otherwise required by applicable Law or as otherwise provided in this Agreement; provided, however, that the Parties acknowledge and agree that (i) any Transaction Tax Deductions shall, to the extent such position is “more likely than not” permitted under applicable Law, be treated as attributable to the taxable period (or portion thereof) ending on Schedule 6.16.1the Closing Date, (aii) all material Tax Returns required the Group Companies shall use the “interim closing method” (and the “calendar day convention”) pursuant to be filed by or on behalf Section 706 of the Acquiror Companies have been timely filed Code (and all such Tax Returns were (at the time they were filedany similar provision of state, local or non-U.S. law) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to any Acquiror Company Pass-Through Tax Return for any Straddle Period, (iii) each of the Acquired Companies that is treated as a partnership for U.S. federal or applicable state, local or non-U.S. income tax purposes (or for which such an election is otherwise available) shall make the election provided for in connection with Section 754 of the Code (or any Tax Returns covering such Acquiror Company similar elections available under state, local or non-U.S. Law) with respect to any Taxes taxable period that includes the Closing Date (to the extent that such election is not already in effect), which election shall not be revoked, and (iv) any deduction attributable to costs or expenses economically borne by Buyer (including any expenses that were not paid prior to 12:01 a.m. on the Closing Date or included as a liability that reduced amounts payable to Sellers in the calculation of the Purchase Price) shall, to the extent such position is “more likely than not” permitted under applicable Law, be treated as attributable to taxable periods beginning after the Closing Date. No later than 20 days prior to the due date for filing such Pass-Through Tax Returns prepared by it; Sellers’ Representative (dtaking into account applicable extensions), Sellers’ Representative shall provide a copy of each such Pass-Through Tax Return to Buyer for its review and approval (such approval not to be unreasonably withheld, conditioned or delayed). Buyer shall prepare and timely file, or cause to be prepared and timely filed, all Pass-Through Tax Returns and other income Tax Returns of the Acquired Companies relating to Pre-Closing Tax Periods that are not prepared and filed by Sellers’ Representative pursuant to the other provisions of this Section 7.05(a). To the extent relevant to determining any liability for which any of the Sellers (or their direct or indirect owners) no Governmental Authority would be responsible or any Tax refund to which Sellers are entitled hereunder, such Pass-Through Tax Returns and other income Tax Returns shall be prepared in a jurisdiction where an Acquiror Company does not file Tax Returns has made a claimmanner consistent with the most recent past practices of the applicable Acquired Companies, assertion except as otherwise required by Law or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; as otherwise provided in this Agreement (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens including with respect to Taxes on the making of any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulingselection under Section 754 of the Code, or closing agreements relating to any Acquiror Company for any period (or portion similar provisions of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate applicable state, local or foreign taxing authorities has been reportednon-U.S. Law). Any Pass-Through Tax Returns and other income Tax Returns prepared by or at the direction of Buyer that would affect the Tax liabilities of any of the Sellers (or their direct or indirect owners) or any Tax refund to which Sellers are entitled hereunder shall be provided by Buyer to the Sellers’ Representative at least 20 days prior to the due date for filing such Pass-Through Tax Returns or other income Tax Returns for Sellers’ Representative’s review and approval (such approval not to be unreasonably withheld, and any additional Taxes due with respect thereto have been paidconditioned or delayed).

Tax Returns. Except as set forth on Schedule 6.16.1, Sellers’ Representative shall timely file or cause to be timely filed when due (ataking into account all extensions properly obtained) all material Tax Returns that are required to be filed by the Companies and each Company Subsidiary on or prior to the Closing Date, and the federal and applicable state income Tax Returns of the Companies and each Company Subsidiary for any taxable period ending on or prior to the Closing Date. Seller’s Representative shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. Purchaser shall file or cause to be filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by the Companies and each Company Subsidiary with respect to taxable years or periods beginning prior to the Closing Date and Purchaser shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. All Tax Returns that Sellers’ Representative is required to file or cause to be filed in accordance with this paragraph (c) shall: (1) be prepared and filed in a manner consistent with past practice and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date), except as otherwise required by Law or if consistent with the provisions of this Agreement, and (2) to the extent such Tax Return could reasonably be expected to affect the liability for Taxes of any Purchaser Indemnitee, be provided to Purchaser for Purchaser’s review and comment (which comments Sellers’ Representative shall review and consider in good faith) not less than thirty (30) days prior to the due date for such Tax Return, taking into account extensions (or, if such due date is within thirty (30) days following the Closing Date, as promptly as practicable following the Closing Date). Any Tax Returns that are the responsibility of the Purchaser pursuant to this paragraph shall be prepared and filed in a manner consistent with past practice of the Company and the Company Subsidiaries and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of accelerating income to periods ending prior to the Closing Date or deferring deductions to periods ending after the Closing Date except as otherwise required by law or consistent with the provisions of this Agreement. Purchaser shall provide Sellers’ Representative a copy of such Tax Returns of the Companies and each Company Subsidiary the filing of which are the responsibility of Purchaser pursuant to this paragraph not less than thirty (30) days prior to the due date for such Tax Return, taking into account extensions (or, if such due date is within thirty (30) days following the Closing Date, as promptly as practicable following the Closing Date) for Sellers’ Representative’s review and comment (which comments Purchaser shall review and consider in good faith). Seller’s Representative, on behalf of Sellers, and Purchaser shall reimburse the Acquiror Companies have been timely filed and all other party the Taxes for which such party is liable pursuant to paragraph (a) of this Section 8,01 (Tax Returns were (at the time they were filedMatters) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes but which are presently being contested remitted in good faith or for which respect of an adequate reserve for Tax Return to be filed by the payment of such Taxes has been established on the Acquiror Balance Sheet; other party pursuant to paragraph (c) upon the written request of the other party setting forth in detail the computation of the amount owed by Sellers or Purchaser, as the case may be, but in no waivers event earlier than ten (10) days prior to the due date for paying such Taxes. For the avoidance of statutes of limitation have been given or requested with respect to any Acquiror Company in connection with any Tax Returns covering doubt, such Acquiror Company or with respect to any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company does reimbursement obligations shall not file Tax Returns has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation the limitations on indemnification set forth in Section 8,02 (Other Indemnification by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to report to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paidSellers).