Common use of Tax Returns Clause in Contracts

Tax Returns. Seller shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basis.

Tax Returns. Seller (a) SEP I shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income included in its federal income Tax Returns (and its state income and Texas franchise Tax Returns) for all periods ending on or before the Closing Date, all the items of income, gain, loss, deduction and credit (“Tax Items”) with respect to the Contributed Assets or Contributed Business which are required to be included therein, shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as cause such Tax Returns relate to be timely filed with the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing appropriate Taxing Authorities, and shall make such revisions as are reasonably requested by be responsible for the Purchaser, timely payment (and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay entitled to any refund) of all Taxes due with respect to the periods covered by such Income Tax Returns. Purchaser shall prepare . (b) With respect to any Tax Return covering a taxable period ending on or cause before the Closing Date that is required to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.with respect to SEP III, the Contributed Assets or the Contributed Business that is not described in Section 5.2(a) Purchaser above, SEP I shall permit Seller at least thirty (30) days to review and comment on each cause such Tax Return prior to filing and shall make such revisions be prepared, cause to be included in such Tax Returns as are reasonably requested by Return all Tax Items required to be included therein, cause such Tax Return to be filed timely with the Seller. Purchaser shall pay appropriate Taxing Authority, and be responsible for the timely payment (and entitled to any refund) of all Taxes due with respect to the period covered by such Tax Returns; providedReturn. (c) With respect to any Tax Return covering a taxable period beginning on or before the Closing Date and ending after the Closing Date that is required to be filed after the Closing Date with respect to SEP III, howeverthe Contributed Assets or the Contributed Business, SEP I shall cause such Tax Return to be prepared, cause to be included in such Tax Return all Tax Items required to be included therein, furnish a copy of such Tax Return to the Company, file timely such Tax Return with the appropriate Taxing Authority, and be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return (but shall have a right to recover the amount of Tax Losses attributable to the portion of the taxable period occurring after the Closing Date pursuant to Sections 5.1(b) and 5.1(c)). (d) Any Tax Return not yet filed for any taxable period that Seller begins before the Closing Date with respect to the assets or operations of SEP III, the Contributed Assets or the Contributed Business shall pay Purchaser (be prepared in accordance with past Tax accounting practices used with respect to the procedures set forth Tax Returns in Section 8.03(fquestion (unless such past practices are no longer permissible under the Applicable Law)) for , and to the extent any amount owed items are not covered by Seller pursuant to Section 8.03 past practices, in accordance with reasonable tax accounting practices selected by the filing party with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree Return under this Agreement with the consent (not to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as be unreasonably withheld or delayed) of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisnon-filing party.

Tax Returns. Seller (a) Through the Closing, each of SE Transmission and MLP GP shall prepare cause Saltville LLC to continue either to be treated as a partnership or disregarded as an entity separate from its owner for federal income tax purposes pursuant to Treasury Regulation Section 301.7701-3(b)(1), and the operations of each of the Saltville Companies through the Effective Time shall be reflected on the consolidated federal income Tax Return of Spectra Energy Corp. The income of the Saltville Companies will be apportioned to the period up to and including the Effective Time, and the period after the Effective Time, by closing the books of the Saltville Companies as of the Effective Time. (b) Except as provided in Section 7.1(d) for ad valorem Taxes, with respect to any Tax Return of any Saltville Company covering a taxable period ending on or before the Effective Time that is required to be filed after the Effective Time, SE Transmission shall cause such Tax Return to be prepared and shall cause to be prepared included in such Tax Return all Income Tax Returns which include items required to be included therein. Not later than 15 days prior to the Acquired Company or any due date of each such Tax Return, SE Transmission shall deliver a copy of such Tax Return to Spectra MLP together with a statement of the Subsidiaries difference, if any, of the amount of Tax shown due on such Tax Return over the amount set up as a liability for such Tax (for the period through the Effective Time) in the Final Net Working Capital. If the Tax shown on the Tax Return exceeds the amount set up as a liability for the Tax (for the period through the Effective Time) in the Final Net Working Capital, not later than the due date of such Tax Return, each of SE Transmission and MLP GP shall pay to Spectra MLP its share of such amount of such excess. If the amount set up as a liability for the Tax (for the period through the Effective Time) in the Final Net Working Capital exceeds the Tax shown on the Tax Return, not later than the due date of such Tax Return, Spectra MLP shall pay to SE Transmission and MLP GP in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement the amount of such excess. Spectra MLP shall cause such Saltville Company to file the Tax Return and timely pay the Taxes shown due on such Tax Return. (c) With respect to any Tax Return of a Saltville Company covering a taxable period beginning on or before the Effective Time and ending after the Effective Time that is required to be filed after the Effective Time, Spectra MLP shall cause such Tax Return to be prepared and shall cause to be included in such Tax Return all Tax Periods ending items required to be included therein. Spectra MLP shall determine (by an interim closing of the books as of the Effective Time except for franchise Taxes based solely on capital and ad valorem Taxes which shall be prorated on a daily basis) the Tax which would have been due with respect to the period covered by such Tax Return if such taxable period ended on the Effective Time (the “Pre-Closing Tax”). For this purpose, any franchise Tax paid or payable with respect to any Saltville Company shall be allocated to the taxable period for which payment of the Tax provides the right to engage in business, regardless of the taxable period during which the income, operations, assets or capital comprising the base of such Tax is measured. Not later than 15 days prior to the due date of each such Tax Return, Spectra MLP shall deliver a copy of such Tax Return to each SE Transmission and MLP GP for their review. Spectra MLP shall make all reasonable changes to such Tax Return as requested by each of SE Transmission and MLP GP not later than ten days prior to the due date of such Tax Return. Not later than the due date of the Tax Return, either (i) each of SE Transmission and MLP GP shall pay to Spectra MLP their share of the excess, if any, of the Pre-Closing Tax over the amount set up as a liability for the Pre-Closing Tax in the Final Net Working Capital, or (ii) Spectra MLP shall pay to SE Transmission or MLP GP in proportion to such Party’s ownership of Saltville LLC prior to this Agreement the excess, if any, of the amount set up as a liability for the Pre-Closing Tax in the Final Net Working Capital over the Pre-Closing Tax. Spectra MLP shall cause such Saltville Company to file the Tax Return and timely pay the Taxes shown due on such Tax Return. (d) Ad valorem Taxes relating to the Saltville Companies for any tax year that includes periods prior to the Closing Date which are filed after shall be prorated on a daily basis between Spectra MLP on the one hand and SE Transmission on the other hand, with SE Transmission responsible for the prorated portion of such Taxes for the period up to and including the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies Spectra MLP responsible for the prorated portion of such Consolidated Income Taxes after the Closing Date. The Party that receives the ad valorem Tax Returns insofar as billing (the “Billed Party”) shall provide a copy of such Tax Returns relate billing to the Acquired Company)other Party together with a calculation of the prorated ad valorem Taxes owed by each Party. Seller The Party that did not receive the ad valorem Tax billing shall permit Purchaser at least thirty pay its prorated portion of the ad valorem Taxes to the Billed Party prior to the due date of such Taxes and the Billed Party shall be responsible for the timely payment of the ad valorem Taxes to the taxing authorities. (30e) days to review and comment on each Separate Company Income Any Tax Return prepared pursuant to the provisions of this Section 7.1 shall be prepared in a manner consistent with practices followed in prior years with respect to filing similar Tax Returns, except as otherwise required by Law or fact. Any dispute arising pursuant to the provisions of Section 7.1(b) or Section 7.1(c) shall be resolved pursuant to procedures comparable to the procedures applicable under Sections 2.4. (f) Spectra MLP, MLP GP and SE Transmission shall make such revisions cooperate fully, and Spectra MLP shall cause each of the Saltville Companies to cooperate fully, as are and to the extent reasonably requested by the Purchaserother Party, in connection with the preparation and filing of Tax Returns pursuant to this Section 7.1 (and Section 7.5), requests for the provision of any information or documentation within the knowledge or possession of the other Party as reasonably necessary to facilitate compliance with financial reporting obligations arising under FASB Statement No. 109 (including without limitation, compliance with Financial Accounting Standards Board Interpretation No. 48), and Purchaser shall execute and timely file such Separate Company Income any audit, litigation or other proceeding (each a “Tax Returns. Seller shall pay all Taxes due Proceeding”) with respect to Taxes. Such cooperation shall include access to, the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any such Income Tax Returns. Purchaser shall prepare Return or cause to be prepared (Tax Proceeding, and making employees available on a mutually convenient basis consistent to provide additional information and explanation of any material provided hereunder. SE Transmission will, MLP GP will and Spectra MLP will and will cause the Saltville Companies to, (i) retain all books and records with past respect to Tax Returns matters pertinent to the Saltville Companies relating to any taxable period beginning before the Effective Time until the later of six years after the Effective Time or the expiration of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns applicable statute of limitations of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date respective taxable periods (including any Straddle Period Separate Company Income extensions thereof), and to abide by all record retention agreements entered into with any Tax Returns.Authority, and (ii) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return give the other party reasonable written notice prior to filing transferring, destroying or discarding any such books and records and, if the other party so requests, Spectra MLP, MLP GP or SE Transmission, as the case may be, shall make allow the other parties to take possession of such revisions books and records. Spectra MLP, MLP GP and SE Transmission each agree, upon request, to such use Reasonable Efforts to obtain any certificate or other document from any Tax Returns Authority or any other Person as are reasonably requested by the Seller. Purchaser shall pay all Taxes due may be necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed transactions contemplated by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisthis Agreement.

Tax Returns. Seller shall The Buyer will prepare or cause to be prepared all Income any Tax Returns which include the Acquired Company or any of the Subsidiaries Company that are due or may be filed by the Company from and after the Closing Date, other than any income Tax Returns required to be filed for all periods ending on or prior to the Closing Date, which will be prepared by the Shareholders (at their expense) and delivered in a timely manner to the Buyer. If the Shareholders fail to deliver to the Buyer any Tax Periods Return contemplated by the first sentence of this Section, the Buyer will prepare such Tax Returns or cause them to be prepared at the expense of the Shareholders. In the case of Tax Returns prepared by the Buyer, the Buyer will provide the Shareholders with drafts of any such Tax Returns that include any period ending on or prior to the Closing Date which are filed after no later than 30 days before their due date (with regard to extensions actually granted) and will permit the Closing Date and shall file or cause Shareholders to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and review, comment on each Separate Company Income Tax Return prior to filing and shall make approve such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income draft Tax Returns. Seller shall pay all Taxes due with respect The Shareholders will not unreasonably withhold or delay their approval to any such Income draft Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past In the case of Tax Returns of the Acquired Company and prepared by the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of Shareholders, the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to Shareholders will prepare such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due consistent with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (past practice and in accordance with applicable law, will provide to the procedures set forth in Section 8.03(f)) for Buyer drafts of any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business include any period ending on the Closing Date unless at least 30 days before the relevant due date thereof, with regard to extensions actually granted, and will permit the Buyer to review, comment on and approve such draft Tax Authority Returns. The Buyer will not accept a unreasonably withhold or delay its approval to any such draft Tax Return filed on that basisReturns and, after such approval, will execute and file such Tax Returns. The Buyer will cooperate with the Shareholders with respect to any information or documentation reasonably required by the Shareholders in preparing such Tax Returns. For the avoidance of doubt, the Shareholders shall be responsible for payment of all taxes attributed to the activities of the Company up to the Closing Date.

Tax Returns. Seller shall prepare or Borrower will cause to be prepared all Income Tax Returns which include the Acquired Company provided to Lender copies of annual filed federal tax returns for Borrower, SunLink and Healthcare (or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due consolidated return with respect to one or more of them) for each year on or before the Submission Deadline. “Submission Deadline” is defined as the date which is fifteen (15) days after the Filing Deadline. “Filing Deadline” is defined as the deadline for the filing of such Income Tax Returnstax returns established by the Internal Revenue Code (the “IRC”) for Borrower (or SunLink so long as Borrower is part of a SunLink consolidated group) for the immediately preceding calendar year. Purchaser shall prepare If Borrower (or cause to be prepared SunLink so long as Borrower is part of a SunLink consolidated group) (on a basis consistent with past Tax Returns i) timely files an application for an extension of the Acquired Company Filing Deadline with the Internal Revenue Service (“IRS”); (ii) timely pays any estimated tax liability and satisfies any other requirements established by the Subsidiaries) and timely file or cause IRC in order to be timely filed all other Tax Returns qualify for an extension of the Acquired Company Filing Deadline; and (iii) provides Lender with a copy of such filed application for an extension of the Subsidiaries for Pre-Closing Tax Periods that are due Filing Deadline, evidence of the payment of any estimated tax liability, and documentation satisfactory to Lender evidencing compliance with any other requirements of the IRC on or before the Submission Deadline, Borrower (or SunLink so long as Borrower is part of a SunLink consolidated group) will thereafter provide Lender with a copy of the filed tax return on or before the date which is fifteen (15) days after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days extended Filing Deadline. Borrower hereby represents, warrants, covenants and affirms to review Lender that all tax returns now or hereafter provided by Borrower, SunLink and comment on each such Tax Return prior Healthcare to filing Lender are and shall make such revisions to such Tax Returns as are reasonably requested by will be true and correct copies of the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance original tax returns filed with the procedures set forth in Section 8.03(f)) for any amount owed IRS. The delivery by Seller pursuant Borrower, SunLink and Healthcare of each tax return to Section 8.03 with respect to Lender shall constitute a reaffirmation that such Straddle Period Separate Company Income Tax Returns. Purchaser tax return is a true and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as correct copy of the close of business on original tax return filed with the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisIRS.

Tax Returns. (a) Seller shall prepare and timely file, or shall cause to be prepared and timely filed, all Tax Returns in respect of the Company that are required to be filed (taking into account any extension) on or before the Closing Date or that relate to taxable periods ending on or before the Closing Date but are required to be filed after the Closing Date. Such Tax Returns shall be prepared in accordance with past practices of the Company. Seller shall deliver to Buyer at least ten days prior to the due date (or as soon as reasonably practicable thereafter) a draft of such Tax Returns for Buyer’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. Seller shall pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date or that relate to taxable periods ending on or before the Closing Date, except for Taxes in connection with a transaction entered into outside of the ordinary course of business on the Closing Date after Closing. (b) Buyer shall prepare and timely file, or cause to be prepared all Income and timely filed, any Tax Return (a “Straddle Period Tax Return”) required to be filed by the Company for a Straddle Period. Such Straddle Period Tax Returns which include the Acquired Company or any shall be prepared in accordance with past practices of the Subsidiaries Company to the extent relating to the portion of the Straddle Period ending on or before the Closing Date, except as required by applicable Law. Buyer shall deliver to Seller at least ten days prior to the due date (or as soon as reasonably practicable thereafter) a draft of such Straddle Period Tax Returns for Seller’s review and, to the extent that such Straddle Period Tax Returns relate to periods ending on or before the Closing Date, approval, which approval shall not be unreasonably withheld, conditioned or delayed. With respect to Taxes of the Company relating to a Straddle Period, the portion of any such Tax that is allocable to the portion of the taxable period ending on the Closing Date will be: (i) in the case of Property Taxes, be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period, and (ii) in the case of all Tax Periods other Taxes including income, sales and use and withholding Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date. With respect to a Straddle Period, Seller shall pay, or cause to be paid, all Taxes of the Company allocated to the Company with respect to taxable periods or portions thereof ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all except for Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns in connection with a transaction entered into outside of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close ordinary course of business on the Closing Date unless after Closing) at least two Business Days before payment of Taxes (including estimated Taxes) is due to the relevant Taxing Authority. Buyer shall pay, or cause to be paid, all other Taxes of the Company for the Straddle Period. (c) Any Tax Authority will Returns relating to Closing Asset Transfer Fees and Expenses, Asset Transfer Fees and Expenses and Taxes reflected in the VAT Adjustment and Post-Closing VAT Adjustment shall be prepared and filed by the party that is responsible for such preparation and filing under applicable law, provided, however, that copies of any such Tax Returns as prepared shall be provided to the other party (Buyer or Seller, as applicable) sufficiently in advance of such filing to permit the other party to review and approve such filing, such approval not accept a Tax Return filed on that basisto be unreasonably withheld, conditioned or delayed.

Tax Returns. Seller Buyer shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaserprepared, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed filed, at Buyer’s expense, all other Tax Returns of the Acquired Company and the Subsidiaries Group Companies for all Pre-Closing Periods (such Tax Periods that are due Returns, the “Pre-Closing Period Tax Returns”), and for all taxable periods which begin before and end after the Closing Date (including any “Straddle Periods”) (such Tax Returns, “Straddle Period Separate Company Income Tax Returns.) Purchaser ”). Except as otherwise required by applicable Law, Buyer shall prepare and file such Pre-Closing Period Tax Returns and Straddle Period Tax Returns in a manner consistent with the prior practices of the Group Companies. Buyer shall permit Seller at least thirty (30) days to review and comment on each Pre-Closing Period Tax Return and Straddle Period Tax Return at least fifteen (15) days prior to the due date (including extensions) for filing such Tax Return prior to filing and shall make such revisions to such Tax Returns as are consider in good faith any changes reasonably requested by the Seller. Purchaser Buyer shall timely pay all Taxes due with respect as reflected on such Pre-Closing Tax Returns and Straddle Period Returns. Except as otherwise required by applicable Law, all deductions related to such Transaction Expenses, Indebtedness, or other amounts paid or accrued on or prior to the Closing Date shall be allocated to and reflected upon the Pre-Closing Period Tax Returns; provided. Notwithstanding the foregoing Section 6.3(a), howeverBuyer shall be entitled to be reimbursed from the Indemnity Escrow Fund for (i) any reasonable out-of-pocket expenses incurred by Buyer in preparing and filing such Pre-Closing Period Tax Returns and Straddle Period Tax Returns, that Seller shall pay Purchaser and (in accordance with ii) payment of all Taxes due as reflected on such Pre-Closing Tax Returns and, for the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant portion allocable to Section 8.03 with respect to the Pre-Closing Periods covered thereby, such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree , to cause the Acquired Company and extent such Taxes have not been taken into account in the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as calculation of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisIndebtedness, Net Working Capital or Transaction Expenses.

Tax Returns. Seller shall duly and timely file all Seller Group Tax Returns, and shall cause Target Company to duly and timely file all Target Tax Returns, required to be filed on or before the Closing Date (including such Tax Returns filed pursuant to any valid extension of time to file). Seller shall prepare and duly and timely file all Seller Group Tax Returns that are due after the Closing Date with respect to periods ending on or before the Closing Date. Seller shall prepare and Buyer shall cause Target Company to duly and timely file all Target Tax Returns that are due after the Closing Date with respect to periods ending on or before the Closing Date. Such Seller Group Tax Returns and Target Tax Returns shall be prepared all Income on a basis consistent with the prior Tax Returns which include for the Acquired Company or any same Person. Seller shall allow Buyer a reasonable opportunity to review and comment on such Seller Group Tax Returns (insofar as they relate to Target Company) and such Target Tax Returns. Seller shall prepare drafts of all Target Tax Returns that are due after the Subsidiaries for all Tax Periods Closing Date with respect to taxable periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days allow Buyer a reasonable opportunity to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller Buyer shall pay all Taxes due with respect cause Target Company to file such Income Target Tax Returns. Purchaser shall prepare or cause to be ; provided, that such Target Tax Returns have been prepared (on a basis consistent with past prior Tax Returns of the Acquired Target Company and the Subsidiaries) and timely file or cause to be timely filed all other do not reflect positions that Buyer reasonably determines are not supported by Applicable Law. Buyer shall prepare, on a basis consistent with prior Tax Returns of Target Company, all Target Tax Returns that relate to taxable periods beginning on or prior to the Acquired Company Closing Date and the Subsidiaries for Pre-Closing Tax Periods that are due ending after the Closing Date (including any Straddle Period Separate Date. Target Company Income Tax Returns.) Purchaser shall permit furnish Seller at least thirty (30) days to review and comment on each with such Tax Return prior to filing and shall make such revisions to such information as Seller may reasonably request in connection with the preparation of or for inclusion in Seller Group Tax Returns as are reasonably requested by for the Sellerperiods ending on or before the Closing Date. Purchaser No election under Section 336(e) of the Code shall pay all Taxes due be made with respect to such Tax ReturnsTarget Company in connection with any transaction contemplated by this Agreement; provided, however, that Seller shall pay Purchaser (in accordance with any deemed election resulting from, or election required to make effective, the procedures set forth elections provided for in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basis3.3 hereof shall be permitted.

Tax Returns. (a) Seller shall prepare (or cause to be prepared prepared) (i) all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods Transferred Entities or in respect of the Transferred Assets or the Business with respect to taxable periods ending on or before the Closing Date (“Pre-Closing Tax Returns”) and (ii) all Combined Tax Returns. Pre-Closing Tax Returns of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Date which are filed Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall file or cause consider in good faith any reasonable written comments that Purchaser submits to be filed all such Consolidated Income Tax Returns Seller no later than ten (and shall promptly provide Purchaser with copies 10) days following the delivery of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Pre-Closing Tax Return prior to filing and shall make Seller such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Pre-Closing Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax ReturnsReturn. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file (or cause to be timely filed filed) all other Tax Returns of the Acquired Company and the Subsidiaries for such Pre-Closing Tax Periods that are Returns due after the Closing Date (including any Straddle Period Separate Company Income applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns.) Purchaser and Seller shall permit Seller at least thirty timely file (30or cause to be timely filed) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such all Pre-Closing Tax Returns as are reasonably requested by with respect to the SellerTransferred Assets and all Combined Tax Returns. Purchaser Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07. (b) Purchaser shall prepare and timely file (or cause to be prepared and timely filed) all Tax Returns required to be filed by the Transferred Entities or with respect to the Business or the Transferred Assets with respect to Straddle Periods other than the Tax Returns covered in Section 8.04(a) (collectively, “Straddle Period Tax Returns; provided”). All such Straddle Period Tax Returns shall be prepared on a basis consistent with past practices of the applicable Transferred Entity or, howeverin the case of the Transferred Assets, the Business, except as otherwise required by applicable Law. Purchaser shall deliver to Seller for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions), a copy of any such Straddle Period Tax Return proposed to be filed. Purchaser shall consider in good faith any reasonable written comments to any such Straddle Period Tax Return that Seller shall pay submits to Purchaser no later than ten (in accordance with 10) days following the procedures set forth in delivery of such Straddle Period Tax Return to Seller. To the extent Seller is responsible pursuant to Section 8.03(f)) 11.07 for any amount owed by Seller pursuant to Section 8.03 of Taxes due with respect to such Straddle Period Separate Company Income Tax Returns. , Seller shall pay Purchaser such amount at least five (5) days before such Tax Return is due. (c) Purchaser and Seller agree shall act in good faith to cause resolve any disputes concerning any item on a Tax Return described in Sections 8.04(a) or 8.04(b). If Purchaser and Seller cannot resolve any disputed item, the Acquired Company item in question shall be resolved by the Accounting Arbitrator. The costs, fees and expenses of the Subsidiaries Accounting Arbitrator shall be borne equally by Purchaser and Seller. If Purchaser and Seller are unable to file all resolve any such dispute prior to the date on which the relevant Tax Returns Return is required to be filed, any such Tax Return shall be filed in the manner that the party responsible for filing such Tax Return pursuant to Section 8.04(a) or 8.04(b) deems correct, and such Tax Return shall be amended as necessary to reflect the periods final resolution of such dispute. (d) Except as contemplated by this Agreement (including Section 8.06), Purchaser and its Affiliates (including after the Closing, the Transferred Entities) shall not, without the consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, (a) amend, refile, revoke or otherwise modify any Tax Return or Tax election with respect to a Pre-Closing Tax Period, (b) make any Tax election or change any accounting period or method with retroactive effect to any Pre-Closing Tax Period or that could otherwise be reasonably be expected to increase the Tax liability of Seller or its Affiliates with respect to a Pre-Closing Tax Period, or (c) take any action to extend the applicable statute of limitations with respect to any Tax Return for a Pre-Closing Tax Period. (e) The parties hereto shall, to the extent permitted under applicable Tax Law, elect to treat the Closing Date on as the basis that the relevant Tax Period ended as last day of any taxable period of the close of business on Transferred Entities that includes the Closing Date unless the relevant Date; provided that no party shall be required to amend any articles of association, change any financial accounting period, or otherwise take any action other than solely for Tax Authority will not accept a Tax Return filed on that basispurposes.

Tax Returns. Seller (i) Griffon HoldCo shall (at its own cost) prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate income Tax Returns filed by or with respect to any Ames Target Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment for all periods ending on each such Tax Return or prior to filing the Closing Date (including, for the avoidance of doubt, any Ames Consolidated Return) and Griffon HoldCo shall make such revisions pay, or cause to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay be paid, all Taxes due with respect to such Tax Returns; provided, however, that Seller . Griffon HoldCo shall include the income of the Ames Target Companies (including any deferred intercompany items described in Treasury Regulations Section 1.1502-13 and any excess loss accounts taken into income under Treasury Regulations Section 1.1502-19) for all Pre-Closing Tax Periods in the Ames Consolidated Returns and shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect Taxes attributable to such Straddle Period Separate income. The income of any Ames Target Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the final Pre-Closing Date on the basis that the relevant Tax Period ended shall be determined based on a closing of the books as of the close of business the Closing Date, excluding items attributable to actions not in the Ordinary Course of Business and not contemplated by this Agreement taken by Buyer or its Affiliates on the Closing Date and after the Closing. (ii) Venanpri shall (at its own cost) prepare or cause to be prepared and timely file or cause to be timely filed after the Closing Date any income Tax Returns filed by or with respect to any Venanpri Target Company for all periods ending on or prior to the Closing Date (including, for the avoidance of doubt, any Venanpri Consolidated Return), and Venanpri shall pay, or cause to be paid, all Taxes due with respect to such Tax Returns. Venanpri shall include the income of the Venanpri Target Companies (including any deferred intercompany items described in Treasury Regulations Section 1.1502-13 and any excess loss accounts taken into income under Treasury Regulations Section 1.1502-19) for all Pre-Closing Tax Periods in the Venanpri Consolidated Returns and shall pay any Taxes attributable to such income. The income of any Venanpri Target Company for the final Pre-Closing Tax Period shall be determined based on a closing of the books as of the close of the Closing Date, excluding items attributable to actions not in the Ordinary Course of Business and not contemplated by this Agreement taken by Buyer or its Affiliates on the Closing Date and after the Closing. (iii) Buyer shall (at its own cost) prepare or cause to be prepared and timely file or cause to be timely filed after the Closing Date any Tax Returns of the Venanpri Target Companies and Ames Target Companies in respect of any Straddle Period (the “Straddle Period Returns”). All such Straddle Period Returns shall be prepared in a manner consistent with past practice, unless otherwise required by applicable Law or by this Agreement. At least fifteen (15) days prior to filing any Straddle Period Return (or as soon as otherwise commercially practicable), Buyer shall submit a copy of each such Straddle Period Return that could reasonably be expected to affect the relevant Tax Authority will liabilities of Griffon HoldCo or Venanpri (either under applicable Law or due to indemnification obligations pursuant to this Agreement) to Griffon HoldCo or Venanpri, as applicable, for such party’s review and consent (not accept a Tax Return filed to be unreasonably withheld, conditioned or delayed). Griffon HoldCo or Venanpri, as applicable on that basisthe one hand, and Buyer on the other hand, shall cooperate in good faith to resolve any disputes related to the preparation of any such Straddle Period Returns.

Tax Returns. (a) Through the Closing, Seller shall prepare or cause each of the Companies to continue to be prepared all Income treated as disregarded as an entity separate from the Seller for federal and, as applicable, state or local income Tax Returns which include purposes pursuant to Treasury Regulation Section 301.7701-3(b)(1), and Seller shall reflect the Acquired Company or any operations of the Subsidiaries for all Companies through the Closing Date on its federal and, as applicable, state or local income Tax Periods Returns. The income of the Companies will be apportioned to the period up to and including the Closing Date, and the period after the Closing Date by closing the books of the Companies as of the Closing Date. (b) With respect to any Tax Return of a Company covering a taxable period ending on or prior to before the Closing Date which are that is required to be filed after the Closing Date Date, Seller shall cause such Tax Return to be prepared and shall file or cause to be included in such Tax Return all items required to be included therein. Not later than 30 days prior to the due date of each such Tax Return, Seller shall deliver a copy of such Tax Return to Buyer together with a statement of the difference, if any, of the amount of Tax shown due on such Tax Return over the amount set up as a liability for such Tax in the Closing Statement. If the Tax shown on the Tax Return exceeds the amount set up as a liability for the Tax in the Closing Statement, not later than the due date of such Tax Return, Seller shall pay to Buyer the amount of such excess. If the amount set up as a liability for the Tax in the Closing Statement exceeds the Tax shown on the Tax Return, not later than the due date of such Tax Return, Buyer shall pay to Seller the amount of such excess. Buyer shall cause the Company to file the Tax Return and timely pay the Taxes shown due on such Tax Return. (c) With respect to any Tax Return of a Company covering a taxable period beginning on or before the Closing Date and ending after the Closing Date that is required to be filed all after the Closing Date, Buyer shall cause such Consolidated Income Tax Returns (Return to be prepared and shall promptly provide Purchaser cause to be included in such Tax Return all Tax items required to be included therein. Buyer shall determine (by an interim closing of the books as of the Closing Date except for ad valorem Taxes which shall be prorated on a daily basis) the Tax which would have been due with copies respect to the period covered by such Tax Return if such taxable period ended on the Closing Date (the “Pre-Closing Tax”). Not later than 30 days prior to the due date of each such Tax Return, Buyer shall deliver a copy of such Consolidated Income Tax Returns insofar as Return to Seller for its review. Buyer shall make all reasonable changes to such Tax Returns relate Return requested by Seller not later than ten days prior to the Acquired Company)due date of such Tax Return. Not later than the due date of the Tax Return, Seller shall permit Purchaser at least thirty pay to Buyer the excess, if any, of the Pre-Closing Tax over the amount set up as a liability for such Tax in the Closing Statement. (30d) days to review and comment on each Separate Company Income Any Tax Return prepared pursuant to the provisions of this Section 7.1 shall be prepared in a manner consistent with practices followed in prior years with respect to filing similar Tax Returns, except as otherwise required by Law or fact. (e) Buyer and Seller shall make such revisions cooperate fully, and Buyer shall cause each of the Companies to cooperate fully, as are and to the extent reasonably requested by the Purchaserother Party, in connection with the preparation and Purchaser shall execute filing of Tax Returns pursuant to this Section 7.1 and timely file such Separate Company Income any audit, litigation or other proceeding (each a “Tax Returns. Seller shall pay all Taxes due Proceeding”) with respect to Taxes. Such cooperation shall include access to, the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any such Income Tax Returns. Purchaser shall prepare Return or cause to be prepared (Tax Proceeding, and making employees available on a mutually convenient basis consistent to provide additional information and explanation of any material provided hereunder. Seller will, and Buyer will and will cause the Companies to, retain all books and records with past respect to Tax Returns matters pertinent to the Companies relating to any taxable period beginning before the Closing Date until the earlier of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due six years after the Closing Date (including or the expiration of the applicable statute of limitations of the respective taxable periods, and to abide by all record retention agreements entered into with any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Authority. Buyer and Seller at least thirty (30) days each agree, upon request, to review and comment on each such use Reasonable Efforts to obtain any certificate or other document from any Tax Return prior Authority or any other Person as may be necessary to filing and shall make such revisions to such mitigate, reduce or eliminate any Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due that could be imposed with respect to such Tax Returns; providedthe transactions contemplated by this Agreement. (f) Within 45 days after the date provided for in Section 2.4(e), however, that Buyer shall prepare and deliver to Seller shall pay Purchaser (for its review an allocation of the Purchase Price among the assets of the Companies in accordance with Section 1060 of the procedures set forth in Section 8.03(f)Code. Within 30 days of its receipt of such allocation, Seller shall (i) for notify Buyer that it concurs with the allocation or (ii) provide written comments to the allocation. If Buyer and Seller disagree on any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser aspect of the allocation, Buyer and Seller agree to cause use Reasonable Efforts to resolve any such disagreement within 90 days after the Acquired Company date provided for in Section 2.4(e). Any allocation of the Purchase Price agreed to pursuant to this subsection shall be binding on Buyer and Seller for all Tax reporting purposes, and Buyer and Seller shall each use Reasonable Efforts to sustain such allocation in any subsequent Tax audit or similar proceeding. If Buyer and Seller are unable to agree upon an allocation within 90 days after the Subsidiaries date provided for in Section 2.4(e), Buyer and Seller shall be entitled to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisseparate allocations.

Tax Returns. Seller (i) Sellers shall prepare or cause to be prepared all Income Tax Returns which required to be filed by, with respect to or that include the Acquired Company or any of the Subsidiaries for all Tax Periods Companies with respect to taxable periods of the Companies ending on or prior to before the Closing Date which (the “Pre-Closing Separate Tax Returns”), and such Pre-Closing Separate Tax Returns, to the extent they relate to any of the Companies, shall be prepared consistent with the Companies’ past practices and this Agreement, except as otherwise required by applicable Law. Sellers shall file or cause to be filed all Pre-Closing Separate Tax Returns that are required to be filed on or before the Closing Date, and Sellers shall pay, or cause to be paid, all such Taxes shown as due on such Tax Returns. To the extent Buyer is liable for such Taxes under Section 8.9, Buyer shall promptly reimburse Sellers. Buyer shall file or cause to be filed all Pre-Closing Separate Tax Returns for the Companies (to the extent such Tax Returns need to be filed by the Companies) that are prepared by Sellers pursuant to the first sentence of this Section 11.8(b)(i) that are due after the Closing Date and, subject to the other provisions in this Agreement, shall pay or cause to be paid all Taxes shown as due on such Pre-Closing Separate Tax Returns. Sellers shall pay to Buyer no later than three (3) Business Days prior to the due date for filing any Pre-Closing Separate Tax Return referenced in the preceding sentence, the amount of Taxes shown as due on such Pre-Closing Separate Tax Returns, except to the extent the amount shown represents Taxes for which Buyer is liable under Section 8.9 or to the extent such Taxes were taken into account in the determination of the Estimated Closing Payment or Final Closing Payment. Sellers shall provide Buyer a copy of each such Pre-Closing Separate Tax Return, other than any consolidated or combined Tax Return which Parent is responsible for filing, for its review and comment a reasonable number of days prior to the due date (including any applicable extension) of such Tax Return, (which reasonable time period shall in no event be less than ten (10) Business Days), and Sellers shall reasonably consider any written comments of Buyer received prior to filing such Pre-Closing Separate Tax Return. If the Companies are permitted under any applicable income Tax Law to treat the Closing Date as the last day of the taxable period in which the Closing occurs, Buyer and Sellers shall treat (and shall cause their respective Affiliates to treat) the Closing Date as the last day of such taxable period. (ii) Buyer shall prepare or cause to be prepared all Tax Returns of the Companies for taxable periods starting on or before the Closing Date and ending after the Closing Date (each, a “Straddle Period”), and shall cause such Tax Returns to be prepared consistent with past practices, except as otherwise required by applicable Law. The Companies shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate for any Straddle Period and, subject to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaserother provisions in this Agreement, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared paid all Taxes shown as due on such Tax Returns. Sellers shall pay to Buyer no later than three (on a basis consistent 3) Business Days prior to the due date for filing any Tax Return for any Straddle Period the amount of Taxes owing with past Tax Returns of respect to the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after Period pursuant to clause (iii) below, except to the extent such Taxes were taken into account in the determination of the Estimated Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser Payment or Final Closing Payment. Buyer shall permit Seller at least thirty (30) days to review and comment on provide Sellers a copy of each such Tax Return for their review and comment a reasonable number of days prior to the due date (including any applicable extension) of such Tax Return, and Buyer shall reasonably consider any written comments of Sellers received by Buyer prior to filing and shall make such revisions to such Tax Returns as Return. (iii) For purposes of the indemnity provisions of this Agreement, in the case of any Taxes that are reasonably requested by imposed on a periodic basis and are payable for a Straddle Period, the Seller. Purchaser shall pay all Taxes due with respect to portion of such Tax Returns; providedrelated to the Pre-Closing Period shall (A) in the case of any Taxes other than gross receipts, howeveremployment, that Seller shall pay Purchaser (in accordance with sales or use Taxes, Taxes based upon or related to income and other similar Taxes, be deemed to be the procedures set forth in Section 8.03(f)) amount of such Tax for any amount owed by Seller pursuant to Section 8.03 with respect to such the entire Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause (excluding any reassessment arising out of any event occurring on or after the Acquired Company Closing Date) multiplied by a fraction the numerator of which is the number of days in the Pre-Closing Period and the Subsidiaries denominator of which is the number of days in the entire Straddle Period, and (B) in the case of any Tax based upon or related to file all income and any gross receipts, employment, sales or use Tax Returns for and other similar Taxes, be deemed equal to the periods including the Closing Date on the basis that amount which would be payable if the relevant Tax Period period ended as of the close of business on and included the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisDate.

Tax Returns. (a) At the sole expense of Seller, Seller shall prepare or cause to be prepared and filed all Income federal and state income Tax Returns which include the Acquired Company or any of the Subsidiaries required to be filed by Cytori UK for all Tax Periods taxable periods ending on or prior to or on the Closing Date which are to be filed after the Closing Date and (the “Seller Returns”). Each such Seller Return shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser prepared in a manner consistent with copies of such Consolidated Income Tax Returns insofar Cytori UK’s past practice except as such Tax Returns relate to the Acquired Company)otherwise required by Law. Seller shall permit Purchaser provide Buyer with a copy of any such Seller Return for its review and comment at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to its filing due date and Seller shall make such revisions as are any changes reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect Buyer to such Income Tax ReturnsSeller Return. Purchaser After such review, Seller will submit such Seller Returns to Buyer for filing on behalf of Cytori UK. (b) Buyer shall prepare or cause Cytori UK to cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all Tax Returns, other Tax Returns of than the Acquired Company and the Subsidiaries Seller Returns, for a Pre-Closing Tax Periods that Period (at Seller’s sole expense) or a Straddle Period (at Buyer’s sole expense) which are due required to be filed by Cytori UK after the Closing Date (including any Straddle Period Separate Company the “Buyer Returns”). Each such Buyer Return shall be prepared in a manner consistent with Cytori UK’s past practice except as otherwise required by Law. Buyer shall submit a copy of each such Buyer Return relating to income Taxes (“Buyer Income Tax Returns.Return”) Purchaser shall permit to Seller at least thirty (30) days prior to review and comment on each the due date for the filing of such Buyer Income Tax Return prior (taking into account any valid extensions of time to filing file) and Buyer shall make such revisions to such Tax Returns as are any changes reasonably requested by Seller to such Buyer Income Tax Return. (c) At least five (5) Business Days prior to the Seller. Purchaser due date for filing any Seller Return or Buyer Return, Seller shall promptly pay to Buyer all Indemnified Taxes (to the extent such Taxes were not reflected as a liability in the calculation of Indebtedness) shown to be due on any Tax Return to be filed by or with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) Cytori UK for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Pre-Closing Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including Periods which are due after the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisand for any Straddle Periods.

Tax Returns. (i) Seller shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior Company relating to the Closing Date which any Pre-Effective Time Period that are required to be filed after the Closing Date and shall file pay or cause to be filed paid all Taxes owed with respect to such Consolidated Income Tax Returns. Such Tax Returns (and shall promptly provide Purchaser be prepared on a basis consistent with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate past practice except to the Acquired Company)extent otherwise required by applicable Law. Seller shall permit Purchaser at At least thirty (30) days prior to the due date for filing any such Tax Return, Seller shall deliver a draft of such Tax Return, together with all supporting documentation and workpapers, to Purchaser for its review and comment on each Separate Company Income comment. Purchaser shall provide any reasonable comments to any such draft Tax Return no later than fifteen (15) days after receipt of such draft from Seller, and Seller will revise such Tax Return to reflect any comments timely received from Purchaser. Not later than five (5) days prior to the due date for filing and shall make any such revisions as are reasonably requested Tax Return, Seller will provide such revised Tax Return to Purchaser for filing by Purchaser with the Purchaserappropriate Governmental Authority, and Purchaser shall execute will cause such revised Tax Return to be timely filed and timely file such Separate will provide a copy thereof to Seller. At least fifteen (15) days prior to the due date for filing any Tax Return of the Company for Income Taxes or any other material Tax Returns. Return of the Company, in either case for a Straddle Period or a Post-Effective Time Period, required to be filed on or prior to the Closing Date, Seller shall deliver a draft of any such Tax Return, together with all supporting documentation and workpapers, to Purchaser for its review and comment. Purchaser shall provide any reasonable comments to any such draft Tax Return no later than seven (7) days after receipt of such draft from Seller, and Seller will revise such Tax Return to reflect any reasonable comments timely received from Purchaser. (ii) Purchaser shall prepare, or cause to be prepared, and file, or cause to be filed, all Tax Returns of the Company relating to any Straddle Period required to be filed after the Closing Date and shall pay or cause to be paid all Taxes due owed with respect to such Income Tax Returns. Purchaser Such Tax Returns shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of practice except to the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at extent otherwise required by applicable Law. At least thirty (30) days prior to the due date for filing any such Tax Return, Purchaser shall deliver a draft of such Tax Return, together with all supporting documentation and workpapers, to Seller for its review and comment on each comment. Seller shall provide any comments to any such draft Tax Return no later than fifteen (15) days after receipt of such draft from Purchaser, and Purchaser will revise such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the reflect any reasonable comments timely received from Seller. Purchaser will cause such revised Tax Return to be timely filed and will provide a copy thereof to Seller. Not less than five (5) days prior to the due date for filing any such Tax Return, Seller shall pay all to the Company an amount equal to the Pre-Effective Time Company Taxes shown as due with respect to on such Tax ReturnsReturn that are allocable to Seller pursuant to Section 6.15(b)(ii); provided, however, provided that Seller shall not be required to pay Purchaser any such Tax to the extent the amount of such Tax was taken into account in the calculation of the Final Adjustment Amount or was previously paid by Seller pursuant to Section 6.15(b)(iii). (iii) The Parties agree that (A) this Section 6.15(a) is intended to solely address the timing and manner in accordance with which certain Tax Returns relating to Company Taxes are filed and the Company Taxes shown thereon are paid to the applicable taxing authority, and (B) nothing in this Section 6.15(a) shall be interpreted as altering the manner in which Company Taxes are allocated to and economically borne by the Parties. For the avoidance of doubt, the Parties acknowledge that the procedures set forth in this Section 8.03(f)6.15(a) for shall not apply to any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on (x) of Seller or of any Consolidated Group that basisincludes Seller or (y) of Purchaser or of any Consolidated Group that includes Purchaser.

Tax Returns. Seller The Purchaser shall prepare and file or cause to be prepared and filed all Income Tax Returns which include the Acquired Company or any of the Company and its Subsidiaries for all Tax Periods any Taxable period ending on or prior to before the Closing Date which and that portion of any Straddle Period ending on the Closing Date (together, a “Pre-Closing Tax Period”) that are filed after the Closing Date and and, subject to the indemnification obligations hereunder, shall file pay or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay paid all Taxes due with respect to such Tax Returns; providedprovided that, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to any income Tax Returns of the Company its Subsidiaries for any Taxable period (or portion thereof) ending on or before the Closing Date that reflects a Tax for which the Seller may be liable, the Purchaser shall prepare such Tax Returns consistent with past practice unless otherwise required by applicable Law and Purchaser shall deliver a draft of such Tax Return to the Seller at least thirty (30) days prior to the due date thereof (taking into account any extensions of the due date), and the Purchaser shall allow the Seller to comment on such Tax Return and shall consider in good faith all comments made by the Seller that are received by the Purchaser at least ten (10) days prior to the due date of such Tax Return (taking into account any extensions of the due date). “Straddle Period” means any Tax period beginning on or before the Closing Date and ending after the Closing Date. With respect to Taxes of the Company its Subsidiaries relating to a Straddle Period, the portion of any Tax that is allocable to the Pre-Closing Tax Period will be determined as follows: (i) in the case of real property Taxes, personal property Taxes and similar ad valorem Taxes, the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period Separate Company Income in the Pre-Closing Tax Returns. Purchaser Period and Seller agree to cause the Acquired denominator of which is the number of calendar days in the entire Straddle Period, and (ii) in the case of all other Taxes, determined as though the taxable year of the Company and the its Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property purchased by the Purchaser and placed in service after the Closing, shall be allocated on a per diem basis. The parties hereto agree to deduct the Transaction Tax Deductions on the Closing Date unless to the relevant maximum extent permitted by applicable Law and shall file all Tax Authority will not accept a Returns consistently therewith. In the event of any disagreement over the application of this Section 10.02(a), including with respect to the deductibility of any Transaction Tax Return filed on that basisDeductions or the amount or timing of any payment to the Seller, the Valuation Firm shall resolve such dispute in accordance with the principles set forth in Section 1.04.

Tax Returns. Parent shall be responsible for preparing any Tax Returns with respect to the Company and the Seller Entities for any taxable year that ends on or prior to the Closing Date. All such Tax Returns shall prepare or be prepared in accordance with past practice and custom of the Company and the Seller Entities. The Buyer shall be responsible for preparing any Tax Returns with respect to the Company and the Seller Entities for any Straddle Periods and for taxable years beginning and ending after the Closing Date. For any Tax Return filed by Parent after the Closing Date, Parent shall make such Tax Returns available for review by the Buyer no less than 15 days in advance of the due date for filing such Tax Returns, and shall cause any reasonable comments of the Buyer to be reflected in such Tax Return, and Buyer and Parent shall work together to resolve any disagreement regarding the Tax Returns; provided, however, that if any disagreements are not resolved prior to the due date of a Tax Return, such Tax Return shall be filed as prepared by Parent and such disagreement shall be resolved by the Firm and any determination of the Firm will be final. Parent shall pay to Buyer on or before the due date of such Tax Return any Tax Liability shown as due thereon, but only to the extent such Tax Liability exceeds the amount of such Tax Liability included in the determination of Net Working Capital and taken into account as an adjustment to the purchase price hereunder. For all Income Straddle Period Tax Returns, Buyer shall make such Tax Returns which include available to Parent no less than 15 days in advance of the Acquired due for filing such Tax Returns, together with a statement showing the computation of the Tax Liability of the Company or any Seller Entities (as the case may be) for the portion of the Subsidiaries Straddle Period ending on or before the Closing Date (the “Pre-Closing Tax Period”) and for all the portion of the Straddle Period ending after the Closing Date (the “Statement”). Buyer shall cause any reasonable comments of Parent to be reflected in such Tax Periods Return. Parent shall pay to Buyer on or before the due date of the Straddle Period Tax Return any Tax Liability attributable to the Pre-Closing Tax Period reflected on the Statement to Buyer, but only to the extent such Tax Liability for the Pre-Closing Tax Period exceeds the amount of such Tax Liability included in the determination of Net Working Capital and taken into account as an adjustment to the purchase price hereunder. In the event of any disagreement between the Buyer and Parent regarding such Tax Returns or the Statement, such disagreement shall be resolved by the Firm and any such determination by the Firm shall be conclusive and final. The fees and expenses of the Firm shall be borne equally by the Buyer and Parent. Unless otherwise required by Applicable Law, Buyer shall not amend any Tax Return of the Seller Entities or the Company for any taxable period ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income amend or revoke any Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns elections of the Acquired Seller Entities or the Company and if such amendment or revocation would impact the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns Liability of the Acquired Seller Entities or the Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basistaxable periods.

Tax Returns. Seller The Shareholders shall prepare or cause to be prepared all Income responsible for the timely filing of the Company's Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods years prior to January 1, 2001 and for the short tax year from January 1, 2001 through the Closing Date and for the timely payment of all income or other Taxes relating to those periods. The Acquiror shall make the books and records of the Company available to the Shareholders as required for the preparation of such Tax Returns or for any subsequent audit or examination of any Tax Return of the Company for any period ending on with or prior to the Closing Date. The Acquiror shall notify the Shareholders of any inquiry, audit or examination of which PentaStar receives notice relating to the Company's Tax Returns for any period ending with or prior to the Closing Date and the Shareholders shall have the right, subject to Section 7, to control the defense and settlement of any such inquiry, audit or examination. PentaStar shall not file any amended Tax Return for the Company for any period ending with or prior to the Closing Date without the consent of the Shareholders, unless required to do so by applicable Legal Requirement. The Shareholders shall afford PentaStar a reasonable opportunity to review any new or amended Tax Return for the Company filed by the Shareholders hereunder prior to its filing and shall not take any position in any such Tax Returns which are filed is detrimental to PentaStar or the Acquiror or make any election or take any other action on any such return that would increase the Tax Liability of PentaStar or the Acquiror for periods after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax ReturnsDate.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basis.

Tax Returns. Seller shall The Acquired Companies shall, at the Acquired Companies’ expense, prepare or cause to be prepared and file or cause to be filed all Income Tax Returns which include for the Acquired Company or any of the Subsidiaries Companies for all periods ending on or before the Closing Date and which are due on or before the Closing Date, and the Acquired Companies shall pay or cause to be paid all Taxes with respect to such periods. The Buyer shall, at the Buyer’s expense, prepare or cause to be prepared and file or cause to be filed all Tax Periods Returns for the Company for all periods ending on or prior to the Closing Date and which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date Date. All Tax Returns referred to herein shall be prepared in accordance with past practices of the Company at least fifteen (including any Straddle Period Separate Company Income Tax Returns.15) Purchaser Business Days before they are due. The Buyer shall permit Seller at least thirty the Selling Parties’ Representative a reasonable period of time, but not less than fifteen (3015) days Business Days, to review and comment on each such Tax Return prior to filing filing. The Buyer and the Surviving Corporation shall make such revisions consider in good faith any changes to each such Tax Returns as Return that are reasonably requested by the SellerSelling Parties’ Representative. Purchaser The Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Acquired Companies for Tax periods that end after the Closing Date, including all Tax Returns for Straddle Periods, and the Buyer shall cause the Company to pay all Taxes due with respect to such periods. The Buyer shall permit the Selling Parties’ Representative a reasonable period of time, but not less than fifteen (15) Business Days, to review and comment, prior to filing, on each Tax Returns; provided, however, that Seller Return for a Straddle Period. The Buyer and the Surviving Corporation shall pay Purchaser (consider in accordance with the procedures set forth in Section 8.03(f)) for good faith any amount owed by Seller pursuant to Section 8.03 with respect changes to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns that are reasonably requested by the Selling Parties’ Representative with respect to Taxes for which the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisSelling Parties would bear liability pursuant to this Agreement.

Tax Returns. Seller (a) As soon as reasonably practicable after the Closing, Clinigence and its Subsidiaries shall prepare, or cause to be prepared, all Tax Returns of Clinigence and its Subsidiaries required to be filed under applicable Law on or prior to the Closing Date (the “Clinigence Pre-Closing Tax Returns”) and shall be responsible for the timely filing (taking into account any extensions received from the relevant Tax Authorities) of such Tax Returns. Each such Clinigence Pre-Closing Tax Return shall be prepared on a basis consistent with those prepared for prior taxable periods unless otherwise required by applicable Law. Clinigence shall provide iGambit with a copy of each such Tax Return for its review, comment and approval no less than twenty (20) days prior to the earlier of the due date (taking into account valid extensions thereto) for such Tax Return, Clinigence shall revise such Tax Returns to reflect iGambit’s reasonable comments, and Clinigence shall timely file the foregoing unless iGambit withholds its consent thereto, which consent shall not be unreasonably withheld, conditioned or delayed. Clinigence stockholders shall be responsible for the payment of all Taxes shown to be due or that may come to be due on such Clinigence Pre-Closing Tax Returns. At the time of the filing of the Clinigence Pre-Closing Tax Returns, Clinigence shall contemporaneously deliver to iGambit an executed copy of all final Tax Returns along with copies of payments submitted with those Tax Returns. (b) iGambit shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company with respect to a Pre-Closing Tax Period required by Law to be filed by Clinigence or any of its Subsidiaries after the Subsidiaries Closing Date. If such Tax Return is a federal income Tax Return or reports a material Liability for all Tax Periods ending on or Taxes, iGambit will, at least twenty (20) days prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all due date for filing such Consolidated Income Tax Returns Return (taking into account valid extensions thereto), provide Clinigence with a copy of such proposed Tax Return (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as additional information regarding such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to Return as may reasonably be requested in writing for review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested comment. iGambit will consider in good faith any reasonable comments or suggestions made by the Purchaser, Signing Stockholders. All Taxes that are due and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due payable with respect to such Income Tax ReturnsReturns described in this Section 8.2(b) shall be the responsibility of the Clinigence Stockholders to the extent they constitute Pre-closing Taxes. Purchaser The Tax Returns described in this Section 8.2(b) with respect to a Pre-Closing Tax Period shall prepare or cause to be prepared (on a basis consistent with past those prepared for prior taxable periods unless otherwise required by Law. (c) The portion of any Tax Returns that is allocable to the portion of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business ends on the Closing Date unless will be: (A) in the relevant Tax Authority will not accept case of Taxes (i) based upon, or related to, income, receipts, profits, wages, capital or net worth, (ii) imposed in connection with the sale, transfer or assignment of property, (iii) that are real property Taxes, personal property Taxes and similar ad valorem Taxes, or (iv) required to be withheld, deemed equal to the amount which would be payable if the taxable year ended with the Closing Date; and (B) in the case of other Taxes, deemed to be the amount of such Taxes for the entire taxable period multiplied by a Tax Return filed fraction the numerator of which is the number of days in the taxable period ending on that basisthe Closing Date and the denominator of which is the number of days in the entire taxable period.

Tax Returns. The Seller shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser Parties shall prepare or cause to be prepared (on a basis consistent with past i) all Tax Returns for the Company (after taking into account all appropriate extensions) due on or prior to the Closing Date and (ii) IRS Form 1120S (and the similar form or forms for state and local income Tax purposes) of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed for all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that (“Seller Prepared Returns”). The Buyer and the Company shall cooperate with the Seller Parties in preparing the Seller Prepared Returns, including providing records and information which are due after reasonably relevant to such Seller Prepared Returns, making employees and third-party advisors available on a mutually convenient basis to provide additional information and explanation of any material provided. The Seller Prepared Returns shall be prepared in a manner consistent with the Closing Date (including any Straddle Period Separate Company Income past practice of the Company, except as otherwise required by applicable Tax Returns.) Purchaser shall permit Seller at Law or changes in facts. At least thirty (30) days prior to the due date thereof (taking into account any extensions thereof), Seller Parties shall provide the Buyer with drafts of any such Seller Prepared Returns that are Income Tax Returns for Buyer’s review and comment on each such Tax Return prior comment. With respect to filing and shall make such revisions to any such Tax Returns as that are reasonably requested by not Income Tax Returns, at least fifteen (15) days prior to the Sellerdue date thereof (taking into account any extensions thereof) Seller Parties will provide the Buyer with drafts of such Tax Returns for Buyer’s review and comment. Purchaser Seller Parties shall pay timely file all Taxes due such Seller Prepared Tax Returns. For avoidance of doubt, this Section 11.1 shall apply to any Tax Returns filed or issued with respect to such any Pre-Closing Tax Returns; providedPeriod of the Company. The Buyer, howeverat its sole cost and expense, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company to prepare and the Subsidiaries to timely file all Tax Returns for (other than Seller Prepared Returns) of the periods including Company due after the Closing Date on the basis that the relevant Tax Period ended or overdue as of the close of business on the Closing Date unless (the relevant “Buyer Prepared Returns”). To the extent that a Buyer Prepared Return relates to a Pre-Closing Tax Authority will not accept Period or a Straddle Period, such Tax Return filed shall be prepared on a basis consistent with the past practice of the Company, except as otherwise required by applicable Tax Law or changes in facts. At least thirty (30) days prior to the due date of any Buyer Prepared Return that basisis an Income Tax Return and shows an Indemnified Tax or that relates to a Pre-Closing Tax Period or Straddle Period, the Buyer shall provide a draft of such Tax Return to the Seller Parties for the Seller Parties’ review and comment. With respect to any Buyer Tax Return that is not an Income Tax Return and shows an Indemnified Tax or that relates to a Pre-Closing Tax Period or Straddle Period, at least fifteen (15) days prior to the due date of such Tax Return the Buyer shall provide a draft of such Tax Return to Seller Parties for the Seller Parties’ review and comment. The Buyer shall cause the Company to incorporate any reasonable comments made by the Seller Parties within five (5) days of receipt of such draft Buyer Prepared Return in the Buyer Prepared Return actually filed.

Tax Returns. Seller (a) Citigroup shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall timely file or cause to be filed all such Consolidated Income Tax Returns (required to be filed by the Citigroup Affiliated Group or any Citigroup State Group for all Taxable periods, provided, however, that Primerica shall prepare, at its sole cost, and shall promptly provide Purchaser with copies of such Consolidated Income submit to Citigroup for review and comments pro forma Tax Returns insofar for all the members of the Primerica Group in such form and at such times as Citigroup may reasonably request. To the extent that Citigroup files or causes to be filed any Tax Return for the Citigroup Affiliated Group or any Citigroup State Group (other than any such Tax Returns relate Return for a Post-Closing Tax Period required to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested be filed by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due or with respect to a Citigroup State Group that includes a member of the Primerica Group) in a manner not consistent with past practices or in a manner not consistent with the pro forma Tax Returns submitted by Primerica, Citigroup shall notify Primerica of such Income inconsistencies within 30 days of filing such Tax ReturnsReturn. Purchaser Citigroup shall not file or cause to be filed any Tax Return for a Post-Closing Tax Period required to be filed by or with respect to a Citigroup State Group that includes a member of the Primerica Group in a manner not consistent with past practices or in a manner not consistent with the pro forma Tax Returns submitted by Primerica without the prior written consent of Primerica, not to be unreasonably withheld, conditioned or delayed. Citigroup shall be the sole agent for all members of the Primerica Group in all matters relating to liability for all Tax Returns required to be filed by the Citigroup Affiliated Group or any Citigroup State Group for all Taxable periods. (b) Primerica shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days required to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested be filed by the Seller. Purchaser shall pay all Taxes due or with respect to such Tax Returnsany member of the Primerica Group; provided, however, that Seller Primerica shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for provide to Citigroup a draft of any amount owed Tax Return required to be filed by Seller pursuant to Section 8.03 or with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns any Canadian Subsidiary for the periods including the any Pre-Closing Date on the basis that the relevant Tax Period ended as of at least 30 days prior to the close of business on the Closing Date unless the relevant Tax Authority will not accept a due date for filing such Tax Return filed on that basisand shall incorporate any reasonable comments provided by Citigroup.

Tax Returns. The Seller shall will prepare and file, or cause to be prepared and filed, all income Tax Returns of or including the Company relating to a Pre-Closing Tax Period that are filed on a consolidated, combined or unitary Tax group basis (each, a “Group Income Tax Returns Return”) the due date of which include the Acquired Company or any (taking into account valid extensions of the Subsidiaries for all Tax Periods ending on or prior time to the Closing Date which are filed file) is after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due owed with respect to such Income Tax Returnsthereto. Purchaser shall The Seller will prepare and file, or cause to be prepared and filed, all income Tax Returns (other than Group Income Tax Returns) of the Company relating to a Tax period ending on or before the Closing Date (each, a basis “Seller Prepared Return”) the due date of which (taking into account valid extensions of time to file) is after the Closing Date. The Seller will prepare all such Seller Prepared Returns in a manner consistent with past custom and practice of the Seller and the Company, unless otherwise required by Applicable Law, and will furnish a copy of any such Seller Prepared Returns, together with all supporting documentation and workpapers, to the Buyer within a reasonable period of time prior to filing for the Buyer’s review and approval (which approval shall not be unreasonably withheld, conditioned or delayed). Buyer will prepare all Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all (other than Group Income Tax Returns and Seller Prepared Returns) of or with respect to the Acquired Company and the Subsidiaries for all Pre-Closing Tax Periods and all Straddle Periods that are due required to be filed after the Closing Date (including in a manner consistent with past custom and practice of the Seller and the Company, unless otherwise required by Applicable Law, and will furnish a copy of any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return Returns that report any Taxes for which Seller may be obligated to indemnify under Article 10 hereof to the Seller within a reasonable period of time prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by for the Seller. Purchaser ’s review and approval (which approval shall pay all Taxes due with respect to such Tax Returns; providednot be unreasonably withheld, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(fconditioned or delayed)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basis.

Tax Returns. (a) Seller shall Parent will prepare and timely file all Tax Returns with respect to the Acquired Assets or cause the Business (other than any Tax Return relating to Transfer Taxes governed by Section 8.1) that are required to be prepared all Income Tax Returns which include the Acquired Company or filed (taking into account any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed applicable extensions) after the Closing Date and shall file for any taxable period ending on or cause to be filed all such Consolidated Income Tax Returns before the Closing Date (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for “Pre-Closing Tax Periods Returns”), except to the extent Buyer is required by applicable Law to file such Tax Return. Buyer will timely file any Pre-Closing Tax Return that are is prepared by Sellers with respect to the Acquired Assets or the Business pursuant to the immediately preceding sentence and delivered to Buyer at least three (3) days prior to the due after date for filing such Tax Return (taking into account any applicable extensions) to the Closing Date (including extent required by applicable Law. All Tax Returns with respect to the Acquired Assets or the Business for any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date be filed on the basis that the relevant Tax Period taxable period ended as of the close of business on the Closing Date (“Closing Date Tax Return”), unless the relevant Tax Taxing Authority will not accept a Closing Date Tax Return. Sellers will timely prepare and file all Closing Date Tax Returns with the relevant Taxing Authority. To the extent the Buyer is required by applicable Law to file a Straddle Period Tax Return with respect to the Acquired Assets or the Business that reflects ownership of the Acquired Assets or operation of the Business during a Pre-Closing Tax Period, Buyer will timely prepare and file such return in accordance with applicable Law, and Buyer will deliver to Sellers at least fifteen (15) days prior to the due date for the filing of any such Tax Return (taking into account any applicable extensions) a statement setting forth the amount of Tax for which Sellers are responsible consistent with Section 8.3 and a copy of such Tax Return. Buyer will reflect on such Tax Return any reasonable comments submitted by Sellers at least five (5) days prior to the due date of such Tax Return. (b) Sellers will pay all Taxes due with respect to a Pre-Closing Tax Return or a Closing Date Tax Return which Sellers are obligated to prepare and file pursuant to Section 8.2(a). At least three (3) days prior to the due date for a Pre-Closing Tax Return prepared by Sellers and filed by Buyer pursuant to Section 8.2(a), Seller Parent will pay Buyer an amount equal to the Taxes shown on that basissuch Tax Return. At least three (3) days prior to the due date for a Straddle Period Tax Return prepared and filed by Buyer, Sellers will pay their portion of the Taxes due with respect to such Tax Return to Buyer, as determined under Section 8.3.

Tax Returns. (a) Seller shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries Company (i) required to be filed after the date hereof for all Tax Pre-Effective Date Periods ending and (ii) required to be filed after the date hereof but on or prior to the Closing Date which are filed after for all Straddle Periods (the Closing Date “Seller Tax Returns”). Such Seller Tax Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable Law. Reasonably in advance of the due date for the filing of any such Seller Tax Return, Seller shall deliver a draft of such Tax Return, together with all supporting documentation and shall file workpapers, to Purchaser for its review and reasonable comment. Purchaser or Seller, as applicable, will cause such Tax Return (as revised to incorporate Purchaser’s reasonable comments) to be timely filed all such Consolidated Income Tax Returns (and shall promptly will provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate a copy thereof to the Acquired Company)non-filing Party. Seller shall permit Purchaser at least thirty Not later than five (305) days prior to review and comment on each Separate Company Income the due date for payment of Taxes with respect to any Seller Tax Return prior to filing and shall make such revisions as are reasonably requested filed by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all to Purchaser the amount of any Seller Taxes due with respect to such Income Tax Returns. Return. (b) Purchaser shall prepare or cause to be prepared all Tax Returns of the Company required to be filed after the Closing Date for all Straddle Periods (“Purchaser Tax Returns”). Such Purchaser Tax Returns shall be prepared on a basis consistent with past Tax Returns practice except to the extent otherwise required by applicable Law. Reasonably in advance of the Acquired Company due date for the filing of any such Purchaser Tax Returns, Purchaser shall deliver a draft of such Tax Return, together with all supporting documentation and the Subsidiariesworkpapers, to Seller for its review and reasonable comment. Purchaser will cause such Tax Return (as revised to incorporate Seller’s reasonable comments) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date will provide a copy thereof to Seller. Not later than five (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (305) days to review and comment on each such Tax Return prior to filing and shall make such revisions the due date for payment of Taxes with respect to such any Purchaser Tax Returns as are reasonably requested by the Seller. Purchaser Return, Seller shall pay all to Purchaser the amount of any Seller Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisReturn.

Tax Returns. Seller shall prepare or Borrower will cause to be prepared all Income Tax Returns which include the Acquired Company provided to Lender and, as required, USDA, copies of annual filed federal tax returns for Borrower, SunLink and Healthcare (or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due consolidated return with respect to one or more of them) for each year on or before the Submission Deadline. “Submission Deadline” is defined as the date which is fifteen (15) days after the Filing Deadline. “Filing Deadline” is defined as the deadline for the filing of such Income Tax Returnstax returns established by the Internal Revenue Code (the “IRC”) for Borrower (or SunLink so long as Borrower is part of a SunLink consolidated group) for the immediately preceding calendar year. Purchaser shall prepare If Borrower (or cause to be prepared SunLink so long as Borrower is part of a SunLink consolidated group) (on a basis consistent with past Tax Returns i) timely files an application for an extension of the Acquired Company Filing Deadline with the Internal Revenue Service (“IRS”); (ii) timely pays any estimated tax liability and satisfies any other requirements established by the Subsidiaries) and timely file or cause IRC in order to be timely filed all other Tax Returns qualify for an extension of the Acquired Company Filing Deadline; and (iii) provides Lender with a copy of such filed application for an extension of the Subsidiaries for Pre-Closing Tax Periods that are due Filing Deadline, evidence of the payment of any estimated tax liability, and documentation satisfactory to Lender evidencing compliance with any other requirements of the IRC on or before the Submission Deadline, Borrower (or SunLink so long as Borrower is part of a SunLink consolidated group) will thereafter provide Lender with a copy of the filed tax return on or before the date which is fifteen (15) days after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days extended Filing Deadline. Borrower hereby represents, warrants, covenants and affirms to review Lender that all tax returns now or hereafter provided by Borrower, SunLink and comment on each such Tax Return prior Healthcare to filing Lender are and shall make such revisions to such Tax Returns as are reasonably requested by will be true and correct copies of the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance original tax returns filed with the procedures set forth in Section 8.03(f)) for any amount owed IRS. The delivery by Seller pursuant Borrower, SunLink and Healthcare of each tax return to Section 8.03 with respect to Lender shall constitute a reaffirmation that such Straddle Period Separate Company Income Tax Returns. Purchaser tax return is a true and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as correct copy of the close of business on original tax return filed with the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisIRS.

Tax Returns. The LLC Seller shall prepare and timely file, or shall cause to be prepared all Income and timely filed, any income Tax Returns which include required to be filed by or with respect to the Acquired Company or any of the Subsidiaries for all Tax Periods periods ending on or prior to before the Closing Date which are have not been filed after as of the Closing Date and (such Tax Returns, “Pre-Closing Period Tax Returns”). In order to facilitate preparation of such Tax Returns, the Purchaser shall, within a reasonable period of time after the LLC Seller’s written request, provide the LLC Seller with such information as the LLC Seller shall file or cause to be filed all such Consolidated Income identify that is reasonably necessary for preparing Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Companydescribed in this Section 10.3(c). The LLC Seller shall permit the Purchaser to review and comment on any Pre-Closing Period Tax Return that relates solely to the Company (and not any returns that include the LLC Seller or any Affiliate) at least thirty (30) days prior to review and comment on each Separate Company Income the due date (including extensions) for filing such Pre-Closing Period Tax Return prior to filing and shall make such revisions as are any changes reasonably requested by the Purchaser, and with any dispute relating thereto to be resolved by the Firm. The Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely executed and filed all such Pre-Closing Period Tax Returns on or prior to the due date (including extensions) for filing such Pre-Closing Period Tax Returns. The Purchaser, at the LLC Seller’s expense, shall prepare and timely file, or shall cause to be prepared and timely filed, any other Tax Returns of first required to be filed by or with respect to the Acquired Company and the Subsidiaries for Pre-Closing all Tax Periods that are due after periods ending on or before the Closing Date (including which have not been filed as of the Closing Date and any Tax Returns required to be filed for any Straddle Period Separate Company Income Tax Returns.) Purchaser Periods. The Purchaser, at the LLC Seller’s expense, shall permit the LLC Seller to review and comment on any such Tax Return that could result in a claim for indemnity against the LLC Seller under this Agreement at least thirty (30) days prior to review and comment on each the due date (including extensions) for filing such Pre-Closing Period Tax Return prior to filing or Straddle Tax Period Tax Return and shall make such revisions to such Tax Returns as are any changes reasonably requested by the LLC Seller. Purchaser shall pay all Taxes due , with respect any dispute relating thereto to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with be resolved by the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisFirm.

Tax Returns. Seller (i) For all taxable periods of a U.S. Acquired Company ending on or including the Closing Date, ICG Group shall prepare cause such Acquired Company to join in the ICG Consolidated Group income Tax Returns (each, an “ICG Group Return”). For all Pre-Closing Tax Periods where a U.S. Acquired Company is included in an ICG Group Return, the Company shall, on a timely basis, prepare, or cause to be prepared all Income prepared, pro forma Tax Returns which include for each such U.S. Acquired Company on a standalone basis, including a calculation of Taxes owed on a standalone basis (each, a “Pro Forma Tax Return”), in accordance with the past practice of the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date Companies unless otherwise required by Law, and ICG Group shall file timely file, or cause to be filed (taking into account available extensions), all ICG Group Returns for all Pre-Closing Tax Periods and shall pay or cause to be paid to the relevant Tax authority any Taxes shown to be due thereon. The Company shall engage ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (or such Consolidated Income other Tax Return preparer as the parties mutually agree) to prepare such Pro Forma Tax Returns. ICG Group shall file all relevant ICG Group Returns in a manner consistent with the Pro Forma Tax Returns and applicable Law. With respect to ICG Group Returns that include a U.S. Acquired Company, Parent or the Acquired Company shall pay to ICG Group any Taxes shown as due on Pro Forma Tax Returns, to the extent such Taxes were included as a Current Liability on the Preliminary Closing Statement in the Company’s actual calculation of Preliminary Net Working Capital (without giving effect to whether the Preliminary Net Working Capital exceeds the Maximum Net Working Capital) as finally adjusted pursuant to Sections 2.7(b) and shall promptly provide Purchaser with copies 2.7(c) at least five (5) Business Days before payment of such Consolidated Income Taxes is due and any amount of Taxes shown as due that are in excess of such amount shall be paid by the Holders to ICG Group at least five (5) Business Days before payment of such Taxes is due. In the case of any ICG Group Return in which a U.S. Acquired Company is required to be included relating to a Pre-Closing Tax Period that is first required to be filed after the Closing Date, the Company shall deliver each such Pro Forma Tax Return to ICG Group and Parent no later than July 30 of the year following the taxable year for which such Pro Forma Tax Return is being prepared (or as reasonably promptly thereafter, consistent with past practice) and ICG Group and Parent shall review such Pro Forma Tax Returns insofar as and each such party shall consider any reasonable comments to such Pro Forma Tax Returns proposed by the other two parties in good faith. Any expenses incurred by Parent or any Acquired Company in connection with preparing any Tax Return pursuant to this Section 7.8(a) shall be borne solely by the Stakeholder Representative (on behalf of the Holders). (ii) Parent and the Acquired Companies shall prepare and file (or shall cause to be prepared and filed) all other Tax Returns of the Acquired Companies for taxable periods that end on or include the Closing Date. Any such Tax Return, including Tax Returns relate for a Straddle Period, prepared (or caused to the be prepared) by Parent or an Acquired Company). Seller Company shall permit Purchaser be submitted to Stakeholder Representative at least thirty (30) days prior to the due date (taking into account available extensions) of such Tax Return for its review and comment on each Separate Company Income Tax Return prior to filing comment, and Parent and the Acquired Companies shall make such revisions as are reasonably requested accept any reasonable comments thereto made by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due Stakeholder Representative with respect to such Income Tax Returnsany item for which the Holders have responsibility under Section 9.10. Purchaser shall prepare or cause The portion of the Taxes shown to be prepared (due on any Tax Return for a basis consistent with past Tax Returns Straddle Period that is attributable to the portion of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review ending on and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date and the Taxes due on the basis that the relevant any other Tax Period ended as of the close of business Return prepared pursuant to this Section 7.8(a)(ii) ending on or before the Closing Date unless less, in both cases, the relevant Tax Authority will not accept amount of such Taxes that were included as a Tax Return filed Current Liability on that basisthe Preliminary Closing Statement in the Company’s actual calculation of Preliminary Net Working Capital (without giving effect to whether the Preliminary Net Working Capital exceeds the Maximum Net Working Capital) as finally adjusted pursuant to Sections 2.7(b) and 2.7(c) shall be paid by the Holders to Parent in each case, at least five (5) Business Days before payment of such Taxes is due.

Tax Returns. Seller (i) The Company, at its sole cost and expense, shall (A) prepare or cause to be prepared and timely file all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for Company and each Subsidiary of the Company due (after taking into account all Tax Periods ending appropriate extensions) on or prior to the Closing Date which (“Company Prepared Returns”) and (B) timely pay all Taxes that are filed due and payable (after taking into account all appropriate extensions) on or prior to the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate respect to the Acquired Company)Company Prepared Returns. Seller Unless otherwise required by Law, all Company Prepared Returns shall permit Purchaser at least thirty be prepared in a manner consistent with existing practices and accounting methods of the Company and its Subsidiaries. (30ii) days Newco shall cause the Company and each Subsidiary of the Company to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute prepare and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns each Subsidiary of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any the “Newco Prepared Returns”). To the extent that a Newco Prepared Return relates to a Pre-Closing Tax Period or the portion of a Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment ending on each the Closing Date, such Tax Return prior shall be prepared in a manner consistent with existing practices and accounting methods of the Company and its Subsidiaries, unless otherwise required by Law. To the extent a Newco Prepared Return relates to a Pre-Closing Tax Period or the portion of a Straddle Period ending on the Closing Date, at least twenty (20) days before filing any Newco Prepared Return, Newco shall deliver a draft copy of such Newco Prepared Return to the Holder Representative for the Holder Representative’s review, comment and approval. Newco shall make cause any comments provided in writing within ten (10) days of receipt of such revisions to such Tax Returns as are reasonably requested Newco Prepared Return by the SellerHolder Representative to be reflected in such Newco Prepared Return, to the extent consistent with existing practices and accounting methods of the Company and its Subsidiaries and with applicable Law. Purchaser shall pay all Taxes due For the avoidance of doubt, any Tax deductions arising out of fees, expenses and bonuses paid or accrued by the Company, any of its Subsidiaries or any Affiliated Group of which the Company is a member (including any Tax deductions with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 Option Consideration or otherwise with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including Vested Options) shall be treated as accruing on or before the Closing Date and reported on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisof the Company (or the Affiliated Group of which the Company is the common parent) for a Pre-Closing Tax Period. (iii) Notwithstanding the foregoing provisions of this Section 8.6(b), no Company Prepared Return or Newco Prepared Return shall include an election under Section 965(h) or Section 965(n) of the Code.

Tax Returns. (a) Seller shall prepare (or cause to be prepared prepared) (i) all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods Transferred Entities or in respect of the Transferred Assets or the Business with respect to taxable periods ending on or before the Closing Date (“Pre-Closing Tax Returns”) and (ii) all Combined Tax Returns. Pre-Closing Tax Returns of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Date which are filed Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall file or cause consider in good faith any reasonable written comments that Purchaser submits to be filed all such Consolidated Income Tax Returns Seller no later than ten (and shall promptly provide Purchaser with copies 10) days following the delivery of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Pre-Closing Tax Return prior to filing and shall make Seller such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Pre-Closing Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax ReturnsReturn. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file (or cause to be timely filed filed) all other Tax Returns of the Acquired Company and the Subsidiaries for such Pre-Closing Tax Periods that are Returns due after the Closing Date (including any Straddle Period Separate Company Income applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns.) Purchaser and Seller shall permit Seller at least thirty timely file (30or cause to be timely filed) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such all Pre-Closing Tax Returns as are reasonably requested by with respect to the SellerTransferred Assets and all Combined Tax Returns. Purchaser Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07. (b) Purchaser shall prepare and timely file (or cause to be prepared and timely filed) all Tax Returns required to be filed by the Transferred Entities or with respect to the Business or the Transferred Assets with respect to Straddle Periods other than the Tax Returns covered in Section 8.04(a) (collectively, “Straddle Period Tax Returns; provided”). All such Straddle Period Tax Returns shall be prepared on a basis consistent with past practices of the applicable Transferred Entity or, howeverin the case of the Transferred Assets, the Business, except as otherwise required by Law. Purchaser shall deliver to Seller for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions), a copy of any such Straddle Period Tax Return proposed to be filed. Purchaser shall consider in good faith any reasonable written comments to any such Straddle Period Tax Return that Seller shall pay submits to Purchaser no later than ten (in accordance with 10) days following the procedures set forth in delivery of such Straddle Period Tax Return to Seller. To the extent Seller is responsible pursuant to Section 8.03(f)) 11.07 for any amount owed by Seller pursuant to Section 8.03 of Taxes due with respect to such Straddle Period Separate Company Income Tax Returns. , Seller shall pay Purchaser such amount at least five (5) days before such Tax Return is due. (c) Purchaser and Seller agree shall act in good faith to cause resolve any disputes concerning any item on a Tax Return described in Sections 8.04(a) or 8.04(b). If Purchaser and Seller cannot resolve any disputed item, the Acquired Company item in question shall be resolved by the Accounting Arbitrator. The costs, fees and expenses of the Subsidiaries Accounting Arbitrator shall be borne equally by Purchaser and Seller. If Purchaser and Seller are unable to file all resolve any such dispute prior to the date on which the relevant Tax Returns Return is required to be filed, any such Tax Return shall be filed in the manner that the party responsible for filing such Tax Return pursuant to Section 8.04(a) or 8.04(b) deems correct, and such Tax Return shall be amended as necessary to reflect the periods final resolution of such dispute. (d) Except as contemplated by this Amended Agreement (including Section 8.06), Purchaser and its Affiliates (including after the Closing, the Transferred Entities) shall not, without the consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, (a) amend, refile, revoke or otherwise modify any Tax Return or Tax election with respect to a Pre-Closing Tax Period, (b) make any Tax election or change any accounting period or method with retroactive effect to any Pre-Closing Tax Period or that could otherwise be reasonably be expected to increase the Tax liability of Seller or its Affiliates with respect to a Pre-Closing Tax Period, or (c) take any action to extend the applicable statute of limitations with respect to any Tax Return for a Pre-Closing Tax Period. (e) The parties hereto shall, to the extent permitted under applicable Tax Law, elect to treat the Closing Date on as the basis that the relevant Tax Period ended as last day of any taxable period of the close of business on Transferred Entities that includes the Closing Date unless the relevant Date; provided that no party shall be required to amend any articles of association, change any financial accounting period, or otherwise take any action other than solely for Tax Authority will not accept a Tax Return filed on that basispurposes.

Tax Returns. Seller Sellers shall prepare or cause to be prepared all Income Tax Returns which include relating to the Acquired Company or any of Purchased Assets for the Subsidiaries for all Tax Periods periods ending on or prior to the Closing Date which are filed after the Closing Date Date. Buyer shall prepare and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate relating to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaserall real property taxes, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due personal property taxes, or similar ad valorem obligations levied with respect to such Income Tax Returns. Purchaser shall prepare the Purchased Assets (excluding any Transfer Taxes) for any taxable period beginning on or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company before and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due ending after the Closing Date (including any a “Straddle Period,” and such taxes, “Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Taxes”), whether imposed or assessed before or after the Closing Date, other than Straddle Period Tax Returns as that Sellers are reasonably requested required to file by the Sellerapplicable law. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) The Liability for any amount owed by Seller pursuant to Section 8.03 with respect to payment of each such Straddle Period Separate Company Income Tax Returns. Purchaser shall be prorated between Buyer and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including Sellers at the Closing Date based on the basis that the relevant Tax Period ended as 100% of the close amount of business such Straddle Period Tax imposed for the prior taxable period. The portion of each such Straddle Period Tax that is allocable to the Sellers shall be the product of (i) 100% of the amount of such tax for the prior taxable period and (ii) a fraction, the numerator of which is the number of days in the Tax period ending on the Closing Date unless and the relevant Tax denominator of which is the number of days in the entire tax period. The amount of tax allocable to the Sellers pursuant to this section in excess of amounts allocated thereto as provided for as Priority Claims or Administrative Expense Claims shall be withheld from the Purchase Price, and the Buyer shall be responsible for remitting all Straddle Period Taxes to the appropriate Taxing Authority will not accept a Tax Return filed on that basiswhen due.

Tax Returns. Seller shall prepare (a) Vista Outdoor shall, at its expense, prepare, or cause to be prepared prepared, all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior that are required to the Closing Date which are be filed after the Closing Date and shall file for any Pre-Closing Tax Period or cause Straddle Period with respect to be filed all such Consolidated Income Vista Outdoor or any of its Subsidiaries (including, for the avoidance of doubt, any Tax Returns that include members of the Revelyst Group) other than Revelyst Tax Returns (such Tax Returns, “Vista Outdoor Prepared Returns”). To the extent that a Vista Outdoor Prepared Return relates to Revelyst Taxes, Vista Outdoor shall provide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and shall promptly provide Purchaser with copies comment (i) in the case of such Consolidated Tax Return for Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser Taxes at least thirty (30) days prior to review the due date thereof taking into account any valid extensions (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and comment on each Separate Company Income (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing and deadline for such Tax Return, taking into account any valid extensions. Vista Outdoor shall make revise such revisions as Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are reasonably requested consistent with the Agreed Tax Principles. The applicable Party required by the Purchaser, and Purchaser Law to file such Vista Outdoor Prepared Returns shall execute and timely file any such Separate Company Income Tax Vista Outdoor Prepared Returns. Seller At least three (3) days prior to the filing of any Vista Outdoor Prepared Return, (i) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay all to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Income Tax Returns. Purchaser Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall prepare pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Vista Outdoor Prepared Return. (b) Revelyst shall, at its expense, prepare, or cause to be prepared (on a basis consistent with past prepared, all Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause that are required to be timely filed all other Tax Returns of after the Acquired Company and the Subsidiaries Closing Date for any Pre-Closing Tax Periods that are due after the Closing Date (including any Period or Straddle Period Separate Company Income with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns., “Revelyst Prepared Returns” and together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax Returns”). To the extent that a Revelyst Prepared Return relates to Vista Outdoor Taxes, Revelyst shall provide Vista Outdoor a draft of any Revelyst Prepared Return for its review and comment (i) Purchaser shall permit Seller in the case of such Tax Return for Income Taxes at least thirty (30) days prior to review the due date thereof taking into account any valid extensions (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable) and comment on each (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing and shall make such revisions to deadline for such Tax Return, taking into account any valid extensions. Revelyst shall revise such Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof (taking into account any valid extensions) to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Revelyst Prepared Returns as are reasonably requested by shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the Seller. Purchaser filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay all to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Tax Returns; providedRevelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, however, that Seller Revelyst shall pay Purchaser to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Revelyst Prepared Return. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor, Revelyst or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Return, the applicable Party shall as promptly as reasonably practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall be subject to the procedures set forth in Section 8.03(f)4.04. (d) for any amount owed by Seller pursuant For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to Section 8.03 be prepared and filed) all Tax Returns with respect to such Straddle Period Separate Company Income Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns. Purchaser Returns and Seller agree (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of Vista Outdoor or other members of the Vista Outdoor Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests and (B) Revelyst (x) shall prepare and file (or cause the Acquired Company to be prepared and the Subsidiaries to file filed) all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as with respect to Revelyst or other members of the close Revelyst Group that are not Pre-Closing Tax Returns and (y) shall conduct (or cause to be conducted) all Tax Contests relating to Taxes of business on Revelyst or other members of the Closing Date unless the relevant Revelyst Group that are not Revelyst Tax Authority will not accept a Contests or Vista Outdoor Tax Return filed on that basisContests.

Tax Returns. Seller shall (a) The Company will prepare and timely file (or cause to be prepared and timely filed) all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause Company required to be filed all on or before the Final Closing Date (taking into account any applicable extensions) (the “Company Prepared Tax Returns”); provided, that if any such Consolidated Income Company Prepared Tax Returns Return (and shall promptly provide i) relates to a Post-Initial Closing Tax Period or (ii) would reasonably be expected to materially increase the Taxes of Purchaser with copies of such Consolidated Income or the Company for a Post-Final Closing Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser Period, at least thirty (30) days prior to review and comment on each Separate Company Income the due date for the filing of such Tax Return prior (taking into account any applicable extensions), the Company will deliver such Company Prepared Tax Return to Purchaser for Purchaser’s review. No more than ten (10) days after receiving any such Company Prepared Tax Return from the Company, Purchaser will notify the Company in writing if it disputes any item on any such Company Prepared Tax Return and the basis for its objection, and if Purchaser fails to deliver the written notification within such ten (10) day period, Purchaser will be deemed to have consented to the filing of such Company Prepared Tax Return. If Purchaser provides notification to the Company within such ten (10) day period, Purchaser and shall make the Company will resolve any such revisions as disputes in accordance with the procedure set forth in Section 10.2(d). The Company will bear all fees and expenses of engaging an accounting firm to prepare any such Company Prepared Tax Returns. The Company will timely pay (or cause to be timely paid) all Taxes of the Company due on or before the Initial Closing Date. (b) Purchaser will prepare and timely file (or cause to be prepared and timely filed) all Tax Returns of the Company that are reasonably requested required to be filed by the PurchaserCompany after the Final Closing Date (taking into account any applicable extensions) (the “Purchaser Prepared Tax Returns”). With respect to a Purchaser Prepared Tax Return that relates to a Pre-Final Closing Tax Period, and Purchaser shall execute will prepare or cause to be prepared and timely file such Separate Tax Return in a manner consistent with past practices, elections and methods of the Company, except as otherwise required by applicable Law, and at least thirty (30) days prior to the due date for the filing of such Purchaser Prepared Tax Return (taking into account any applicable extensions), Purchaser will deliver such Purchaser Prepared Tax Return, together with a statement certifying the amount of Tax, if any, shown on such Purchaser Prepared Tax Return that is the responsibility of the Sellers pursuant to Section 10.1, to the Sellers for the Sellers’ review. No more than ten (10) days after receiving such Purchaser Prepared Tax Return, the Sellers will notify Purchaser in writing if the Sellers dispute any item on any such Purchaser Prepared Tax Return and the basis for its objection, and if the Sellers fail to deliver the written notification within such ten (10) day period, the Sellers will be deemed to have consented to the filing of such Purchaser Prepared Tax Return. If the Sellers provide notification to Purchaser within such ten (10) day period, Purchaser will cause to be reflected any changes to such Purchaser Prepared Tax Return requested by the Sellers; provided that if such changes would reasonably be expected to materially increase the Taxes of Purchaser or the Company Income for a Post-Final Closing Tax ReturnsPeriod, then Purchaser and the Sellers will resolve any such disputes in accordance with the procedure set forth in Section 10.2(d). Seller shall Purchaser will cause the Company to timely pay all Taxes due with respect to any such Income Purchaser Prepared Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due Except with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (any item being disputed in accordance with the procedures set forth in Section 8.03(f)10.2(d) no later than five (5) Business Days prior to the due date for such Tax Returns, the Sellers will pay to Purchaser, on behalf of the Sellers, the portion of any amount owed by Seller Taxes that are the responsibility of the Sellers pursuant to Section 8.03 10.1. With respect to any item disputed in accordance with the procedures set forth in Section 10.2(d), upon the resolution of such dispute, no later than five (5) Business Days after the resolution of such disputed item, if any amount is owed to the Purchaser or Sellers, respectively, such Party will pay to such other Party the portion of any Taxes that relate to such disputed item as allocated pursuant to this Section 10.2(c). Purchaser will cause the Company to timely pay all Taxes due with respect to any such Straddle Period Separate Company Income Purchaser Prepared Tax Returns. Purchaser or the Company will bear all fees and Seller agree expenses of engaging an accounting firm to prepare any such Purchaser Prepared Tax Returns. Purchaser will file, or cause the Acquired Company and the Subsidiaries to file all be filed, amended Tax Returns for Pre-Final Closing Tax Periods with respect to the periods including Company to obtain any cash Tax refund (or credit in lieu of a cash Tax refund) or other Tax Benefit that the Sellers is entitled to pursuant to this Agreement. (c) For purposes of this Agreement, in the case of Taxes that are payable with respect to a Straddle Period, the portion of any such Tax that is allocable to the portion of such period ending on the Final Closing Date will be: (a) in the case of property Taxes or other Taxes imposed on a periodic basis, deemed to be the amount of such Taxes for the entire Straddle Period after giving effect to amounts that may be deducted from or offset against such Taxes (or, in the case of Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction (x) the numerator of which is the number of days in the period ending on the basis that Final Closing Date, and (y) the denominator of which is the number of days in the entire Straddle Period; and (b) in the case of all other Taxes, determined as though the taxable period of the relevant Tax Period ended as of entity terminated at the close of business on the Final Closing Date. (d) If the Sellers or Purchaser provides notification within the ten (10) day period described in Section 10.2(a) or Section 10.2(b), as the case may be, Purchaser and the Company or Purchaser and the Sellers, as the case may be, will cooperate in good faith for ten (10) days following the Company’s or Purchaser’s receipt of such notice to resolve the objections therein, and any disputes that are not resolved within such ten (10) day period will be resolved by the Referee, who will be instructed to resolve any such remaining disputes in accordance with the terms of this Agreement within five (5) days after its appointment. The fees, costs and expenses of the Referee will be allocated equally between either Purchaser and the Company or Purchaser and the Sellers, as the case may be. If any objection with respect to a Company Prepared Tax Return or Purchaser Prepared Tax Return that is subject to this Section 10.2(d) is not resolved prior to the due date for the Company Prepared Tax Return or the Purchaser Prepared Tax Return (taking into account any applicable extensions), such Tax Return will be filed in the manner that the Company or Purchaser, respectively, deems correct without prejudice to the resolution of such dispute; provided, that an amended Tax Return will be filed (and additional Taxes paid if applicable) if necessary to give effect to the decision of a Referee. (e) Sellers and Purchaser will cause the Company to make any election available under applicable Law to treat the Final Closing Date unless as the end of a relevant Tax Authority taxable period of the Company. Purchaser will not accept a amend or revoke (or cause to be amended or revoked) any Tax Return filed on that basis(or any notification or election relating thereto) concerning any Pre-Final Closing Tax Period without the prior written consent of Sellers.

Tax Returns. (i) Where required or permitted by applicable Law, Seller shall cause the Company and the Company Subsidiaries to be included in, and shall cause to be prepared and filed, the federal, state, local and foreign consolidated, combined, affiliated, unitary or similar income Tax Returns of Seller (“Seller Group Returns”) for any Pre-Closing Tax Periods of the Company and the Company Subsidiaries. Seller shall prepare and timely file, or cause to be prepared and timely filed, all Income other income Tax Returns which include the Acquired Company or any of the Company and the Company Subsidiaries for any Pre-Closing Tax Period of the Company and the Company Subsidiaries (other than Straddle Periods) (together with the Seller Group Returns, the “Seller Prepared Returns”). All Seller Prepared Returns shall be prepared consistent with past practice, procedures and accounting methods unless otherwise required by applicable Law; provided, that Seller shall be entitled to reflect all Tax Periods ending on deductions, credits or prior other similar items with respect to the transactions contemplated by this Agreement in the Pre-Closing Date which Tax Period on such Seller Prepared Returns to the fullest extent permitted by Law. Seller shall timely pay or cause to be timely paid all Taxes with respect to any such Seller Prepared Returns in accordance with Law. (ii) Buyer shall prepare and timely file, or cause to be prepared and timely filed, all non-income Tax Returns with respect to the Company and the Company Subsidiaries that are required to be filed after the Closing Date and all income Tax Returns for any Straddle Period (together, the “Buyer Prepared Returns”). All Buyer Prepared Returns shall file be prepared consistent with past practice, procedures and accounting methods unless otherwise required by applicable Law. Subject to Buyer’s right to indemnification for Seller Taxes, Buyer shall timely pay or cause to be filed timely paid all Taxes with respect to any such Consolidated Income Tax Buyer Prepared Returns in accordance with Law. (iii) Buyer shall provide Seller with a copy of any Buyer Prepared Return for its review and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least comment, no later than thirty (30) days to review and comment on each Separate Company Income (or in the case of a Tax Return not related to income Taxes, fifteen (15) days) prior to the due date for filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax ReturnsBuyer Prepared Return (giving effect to valid extensions). Seller shall pay all Taxes due be entitled to provide reasonable comments with respect to such Income Tax Returns. Purchaser Buyer Prepared Return, which comments shall prepare or cause to be prepared considered in good faith by Buyer. (on iv) Seller shall provide Buyer with a basis consistent with past Tax Returns copy of the Acquired Company any Seller Prepared Return other than a Seller Group Return for its review and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least comment, no later than thirty (30) days to review and comment on each such Tax Return prior to the due date for filing and such Seller Prepared Return (giving effect to valid extensions). Buyer shall make such revisions be entitled to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due provide reasonable comments with respect to such Tax Returns; providedSeller Prepared Return, however, that Seller which comments shall pay Purchaser (be considered in accordance with the procedures set forth in Section 8.03(f)) for any amount owed good faith by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisSeller.

Tax Returns. Seller The following provisions shall govern the allocation of responsibility and payment of Taxes as between Ashford Prime OP and Ashford Trust OP for certain Tax matters following the Distribution Date: (a) Ashford Trust OP shall prepare or cause to be prepared and file or cause to be filed, subject to the review and reasonable approval of Ashford Prime OP, all Income Tax Returns which include the Acquired Company or any for each of the Subsidiaries Property and JV Entities, the TRS Entities and their respective Subsidiaries, as applicable, for all Tax Periods periods ending on or prior to the Closing Distribution Date which that are required to be filed after the Closing Distribution Date. Ashford Prime OP hereby recognizes Ashford Trust OP’s authority and the authority of the officers of the TRS Entities to execute and file, on behalf of each of the Property and JV Entities and the TRS Entities, all such Tax Returns (and agrees to take all action necessary to ensure such authorization in conformity with applicable Law and principles of good governance generally). To the extent not otherwise paid by Ashford Trust OP to the appropriate taxing authority, Ashford Trust OP shall reimburse Ashford Prime OP for Taxes of the relevant Property and JV Entity or TRS Entity with respect to all such Tax Returns within fifteen (15) Business Days after payment by Ashford Prime OP and/or the Property and JV Entities or TRS Entities of such Taxes. All such Tax Returns shall be prepared in a manner that is consistent with the past custom and practice of the Property and JV Entities or TRS Entity, as applicable, except as required by a change in applicable Law. (b) Ashford Prime OP shall prepare or cause to be prepared and file or cause to be filed, subject to the review and reasonable approval of Ashford Trust OP, any Tax Returns of any of the Property and JV Entities and TRS Entities and their respective Subsidiaries, as applicable, for Tax periods which begin before the Distribution Date and end after the Distribution Date. Ashford Trust OP shall pay to Ashford Prime OP, within fifteen (15) Business Days before the date on which Taxes are to be paid with respect to such periods, an amount equal to the portion of such Taxes which relates to the portion of such Tax period ending on the Distribution Date. For purposes of this Section 9.1(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Distribution Date, the portion of such Tax which relates to the portion of such Tax period ending on the Distribution Date shall (x) in the case of any Taxes other than Taxes based upon or related to income, gains or receipts (including sales and use taxes), or employment or payroll Taxes, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Distribution Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any Tax based upon or related to income, gains or receipts (including sales and use taxes), or employment or payroll Taxes, be deemed equal to the amount which would be payable if the relevant Tax period ended on the Distribution Date. Any credits relating to a Tax period that begins before and ends after the Distribution Date shall be taken into account as though the relevant Tax period ended on the Distribution Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with reasonable prior practice of the Property and JV Entities or the TRS Entities, as applicable. (c) Ashford Prime OP shall prepare and cause to be prepared and file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisProperty and JV Entities or TRS Entities.

Tax Returns. Seller (a) SPTL shall prepare and timely file, or cause to be prepared and timely filed, on behalf of the JVC, all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all JVC that are due with respect to any Pre-Closing Tax Periods ending Period that is not part of a Straddle Period. SPTL shall have authority to determine the manner in which any items of income, gain, deduction, loss or credit arising out of the income, properties and operations of the JVC shall be reported or disclosed in such Tax Returns; provided that such Tax Returns shall be prepared by treating items on or prior such Tax Returns in a manner consistent with past practice with respect to such items, unless otherwise required by applicable Law. The JVC shall cause an appropriate, authorized person to sign such Tax Returns on behalf of the Closing Date which are filed after the Closing Date and JVC. SPTL shall file pay or cause to be filed paid all such Consolidated Income Tax Returns (Taxes imposed on the JVC shown as due and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as owing on such Tax Returns relate to the Acquired Company). Seller Returns. (b) SPTL shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute prepare and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare file, or cause to be prepared (and timely filed, on a basis consistent with past behalf of the JVC, all Tax Returns of the Acquired Company and JVC that are due with respect to a Straddle Period; provided that such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practice, unless otherwise required by applicable Law. The JVC shall cause an appropriate, authorized person to sign such Tax Returns on behalf of the Subsidiaries) and timely file JVC. SPTL shall pay or cause to be paid all Taxes attributable to the Pre-Closing Straddle Period imposed on the JVC shown as due and owing on such Tax Returns, and the JVC shall pay or cause to be paid all Taxes attributable to the Post-Closing Straddle Period imposed on the JVC shown as due and owing on such Tax Returns. (c) The JVC shall prepare and timely filed file, or cause to be prepared and timely filed, all other Tax Returns of the Acquired Company JVC other than those described in Section 11.5(a) or Section 11.5(b); provided that such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practice, unless otherwise required by applicable Law. The JVC shall pay or cause to be paid all Taxes imposed on the JVC shown as due and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income owing on such Tax Returns. (d) Purchaser The JVC shall permit Seller at least thirty (30) days use commercially reasonable efforts to review and comment on each such Tax Return prior to filing and shall make such revisions to cause any such Tax Returns as are reasonably requested contemplated in Section 11.5(c) to be submitted to the Shareholders for their review at least ten (10) days prior to its due date (including extensions) unless otherwise agreed to by the Seller. Purchaser Shareholders. (e) The JVC shall pay all Taxes due with respect cause to such be provided to the Shareholders information concerning their respective Taxable income or loss, and each class of income, gain, loss, deduction or credit which is relevant to reporting their respective share of JVC income, gain, loss, deduction or credit, for purposes of any required Tax Returns; provided. Information required for the preparation of each Shareholder’s Tax Returns shall be furnished to each Shareholder, howeveras the case may be, that Seller shall pay Purchaser (as soon as possible after the close of the JVC’s fiscal year and, in accordance with any event, no later than the procedures set forth in Section 8.03(f)) date on which the income Tax Return for any amount owed by Seller such fiscal year is submitted to the Shareholders for review pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basis11.5(d).

Tax Returns. Seller Parent shall prepare or cause to be prepared at its own cost and expense, all Income Tax Returns which include the of any Acquired Company or any of the Subsidiaries for all Transferred Assets relating to Pre-Closing Tax Periods ending on or prior (including Straddle Periods) that are required to the Closing Date which are be filed after the Closing Date (the “Seller Prepared Tax Returns”). Buyer Parent shall be responsible to prepare and shall file or cause all Tax Returns that are required to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date other than Seller Prepared Tax Returns. All Seller Prepared Tax Returns shall be prepared and filed in a manner consistent with prior practice, except as required by applicable Law. Seller Parent shall provide Buyer Parent with a draft of any Seller Prepared Tax Returns at least forty (40) Business Days (or, in the case of non-income Tax Returns, as soon as commercially practicable) prior to the due date for filing such Tax Returns (including any Straddle Period Separate Company Income valid extensions) (such date, a “Seller Return Due Date”). If Seller Parent does not provide Buyer Parent with a draft of any Seller Prepared Tax Returns at least ten (10) Business Days (or, in the case of non-income Tax Returns., five (5) Purchaser Business Days) prior to the Seller Return Due Date, then Buyer Parent may file such Seller Prepared Tax Returns without Seller Parent’s review or comments. Seller Parent shall permit consider in good faith any comments to Seller Prepared Tax Returns made by Buyer Parent provided in writing at least thirty ten (3010) Business Days (or, in the case of non-income Tax Returns, as soon as commercially practicable) prior to the applicable Seller Return Due Date. The Parties agree to cooperate in good faith to promptly resolve any issues raised in such comments. Where any changes are made by Seller Parent to any Seller Prepared Tax Returns in response to such comments, Seller Parent shall provide a revised draft of the Seller Prepared Tax Return to buyer at least three (3) Business Days prior to the applicable Seller Return Due Date. If Buyer Parent and Seller Parent are not able to resolve a dispute that is not a Material Tax Dispute, Buyer Parent shall file such Seller Prepared Tax Return as prepared by Seller Parent and taking into account any agreed upon comments unless prohibited by applicable Law, as reasonably determined in good faith by Buyer Parent. If Buyer Parent and Seller Parent are not able to resolve a disputed item where the disputed amount of Taxes is over €1,000,000 (a “Material Tax Dispute”) within five (5) days after the delivery of such comments by Buyer Parent to review Seller Parent, then Buyer Parent and comment on each such Seller Parent shall submit the Material Tax Return prior Dispute to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (Independent Adjustment Expert for its determination in accordance with the procedures specified in Section 1.05, applied mutatis mutandis (including the provisions set forth in Section 8.03(ftherein for the sharing of costs). If any Material Tax Dispute is unresolved prior to the due date for filing (as may be extended) for any amount owed such Seller Prepared Tax Return, such Seller Prepared Tax Return will be filed as prepared by Seller pursuant Parent, subject to Section 8.03 with respect amendment, if necessary, to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause reflect the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as resolution of the close of business on dispute by the Closing Date Independent Adjustment Expert unless prohibited by applicable Law, as reasonably determined in good faith by Buyer Parent. If the relevant Tax Authority will not accept Indemnity Account has been reduced to zero and a Seller Prepared Tax Return that is not yet filed on that basiswould give rise to an indemnity Claim under Section 8.02 in respect of Excluded Taxes, Seller Parent shall pay Buyer Parent, at least five (5) Business Days prior to the applicable Seller Return Due Date, the amount of such indemnity Claim.

Tax Returns. (i) LLC Seller shall prepare or cause to be prepared all (i) any Income Tax Returns Return of LLC Seller on which include the items of income, gain, deduction, loss and credit of any Acquired Company Entity with respect to a Pre-Closing Tax Period are reported (a “Seller Pass-Through Income Tax Return”), (ii) any Seller Consolidated Return with respect to which any Acquired Entity is an “includible corporation” (or similarly includible), (iii) any Income Tax Return of an Acquired Entity for a Pre-Closing Tax Period (other than a Straddle Period) that is not a Seller Pass-Through Income Tax Return (a “Seller Separate Income Tax Return”), and (iv) any Tax Return (other than any Seller Pass-Through Income Tax Return, Seller Consolidated Return, or Seller Separate Income Tax Return) that is required to be filed by or with respect to any of the Subsidiaries Acquired Entities for all any Pre-Closing Tax Periods ending on or prior to the Period (other than any Straddle Period) (an “Other Pre-Closing Date which are filed after the Closing Date and Separate Tax Return”). LLC Seller shall file or cause to be filed all such any Seller Pass-Through Income Tax Returns, any Seller Consolidated Returns and any Seller Separate Income Tax Returns that are required to be filed. LLC Seller shall file or cause to be filed any Other Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (and taking into account any extensions validly obtained). LLC Seller shall promptly provide Purchaser with copies of such Consolidated Income deliver, or cause to be delivered, to Buyer all Other Pre-Closing Separate Tax Returns insofar as such Tax Returns relate that are required to be filed after the Acquired Company). Seller shall permit Purchaser Closing Date at least thirty (30) days (or in the case of non-Income Tax Returns or Tax Returns that are due within thirty (30) days of Closing, such period as is reasonable under the circumstances) prior to the due date for filing such Tax Returns (taking into account any extensions validly obtained) for Buyer’s review and comment on each Separate Company Income approval. If Buyer approves of the Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaserso delivered, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. LLC Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed such Tax Returns. If Buyer does not approve of the Tax Return and notifies the LLC Seller within fifteen (15) days (or in the case of non-Income Tax Returns or Tax Returns that are due within thirty (30) days of Closing, such period as is reasonable under the circumstances) of the receipt of the Tax Return, the Parties will negotiate in good faith to resolve any such items of disagreement. If a resolution is not reached the items of disagreement will be submitted to the Independent Accounting Firm for resolution using the same procedures as in Section 2.5, provided that the Independent Accounting Firm will not take a position that is not more likely than not to be sustained if challenged. Buyer shall promptly provide (or cause to be provided) to LLC Seller information reasonably requested by LLC Seller to facilitate the preparation and filing of any Tax Returns described in this Section 5.8(a)(i), and ▇▇▇▇▇ shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline reasonably requested by LLC Seller. Items of income, gain, loss, deduction and credit included on any Seller Pass-Through Income Tax Return shall be reflected on the applicable Forms K-1 issued to the equityholders of LLC Seller, and LLC Seller shall remit, or cause to be remitted, all Taxes shown as due and owing on any Seller Consolidated Return, Seller Separate Income Tax Return or Other Pre-Closing Separate Tax Return that are required to be filed by LLC Seller pursuant to this Section. (ii) Except for any Tax Return required to be prepared by LLC Seller pursuant to Section 5.8(a)(i), Buyer shall prepare and timely file or cause to be prepared and timely filed any other Tax Returns Return of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including Entities with respect to any Straddle Period Separate Company (a “Buyer Tax Return”). Buyer shall prepare or cause to be prepared any Buyer Tax Return in a manner consistent with past practice of the Acquired Entities and any pro forma materials provided by LLC Seller in respect to the relevant Seller Pass-Through Income Tax Returns.) Purchaser Return, Seller Consolidated Return or Seller Separate Income Tax Return unless otherwise required by Law or by this Agreement. Buyer shall permit submit a draft of any Buyer Tax Return to LLC Seller at least thirty (30) days prior to the due date for filing such Buyer Tax Return (taking into account any extensions validly obtained) for LLC Seller’s review and comment on each approval. If LLC Seller approves of the Tax Return so delivered, Buyer shall timely file or cause to be timely filed such Tax Returns. If LLC Seller does not approve of the Tax Return prior to filing and shall make such revisions to such notifies Buyer within fifteen (15) days (or in the case of non-Income Tax Returns or Tax Returns that are due within thirty (30) days of Closing, such period as are reasonably requested by is reasonable under the Sellercircumstances) of the receipt of the Tax Return, the Parties will negotiate in good faith to resolve any such items of disagreement. Purchaser If a resolution is not reached the items of disagreement will be submitted to the Independent Accounting Firm for resolution using the same procedures as in Section 2.5, provided that the Independent Accounting Firm will not take a position that is not more likely than not to be sustained if challenged. (iii) Notwithstanding any provision to the contrary in this Agreement or any Ancillary Agreement, all Transaction Tax Deductions shall pay all Taxes due be deducted on the applicable Seller Pass-Through Income Tax Return, Seller Consolidated Return or Other Pre-Closing Separate Tax Return with respect to such the relevant Pre-Closing Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with Period to the procedures set forth in Section 8.03(f)) for any amount owed maximum extent permitted by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis applicable Law provided that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will deductions are more likely than not accept a Tax Return filed on that basisto be sustained if challenged.

Tax Returns. Seller shall prepare or cause (a) With respect to be prepared all Income any Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods Return covering a taxable period ending on or prior to before the Closing Date which are that is required to be filed after the Closing Date and with respect to CIG or SNG, the Contributing Parties shall file or cause such Tax Return to be prepared, shall cause to be included in such Tax Return all items of income, gain, loss, deduction and credit (“Tax Items”) required to be included therein, shall cause such Tax Return to be filed all such Consolidated Income Tax Returns timely with the appropriate Taxing Authority, and shall be responsible for the timely payment (and shall promptly provide Purchaser with copies entitled to any refund) of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all their Ownership Percentage of Taxes due with respect to the period covered by such Income Tax Returns. Purchaser shall prepare Return. (b) With respect to any Tax Return covering a taxable period beginning on or cause to be prepared (on a basis consistent with past Tax Returns of before the Acquired Company Closing Date and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due ending after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser that is required to be filed after the Closing Date with respect to CIG or SNG or their respective assets, the Contributing Parties shall permit Seller at least thirty (30) days to review and comment on each cause such Tax Return prior to filing be prepared, shall cause to be included in such Tax Return all Tax Items required to be included therein, shall furnish a copy of such Tax Return to the Partnership Parties, shall file timely such Tax Return with the appropriate Taxing Authority, and shall make such revisions to such Tax Returns as are reasonably requested by be responsible for the Seller. Purchaser shall pay all timely payment of their Ownership Percentage of Taxes due with respect to the period covered by such Tax Returns; provided, however, Return allocable to the period prior to and including the Closing Date. (c) Any Tax Return not yet filed for any taxable period that Seller begins before the Closing Date with respect to the assets or operations of CIG or SNG shall pay Purchaser (be prepared in accordance with past Tax accounting practices used with respect to the procedures set forth Tax Returns in Section 8.03(fquestion (unless such past practices are no longer permissible under the Applicable Law)) for , and to the extent any amount owed items are not covered by Seller pursuant to Section 8.03 past practices (or in the event such past practices are no longer permissible under the applicable tax law), in accordance with reasonable tax accounting practices selected by the filing party with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree Return under this Agreement with the consent (not to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as be unreasonably withheld or delayed) of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisnon-filing party.

Tax Returns. (a) From and after the Closing, Seller shall prepare (or cause to be prepared all Income prepared) any (i) Combined Tax Returns which include the Acquired Company Return, (ii) Tax Return of Seller Parent or any of its Subsidiaries (other than the Purchased Companies or any Subsidiary thereof) (the “Seller Returns”) and (iii) Tax Returns (other than any Combined Tax Return or Seller Return) that are required to be filed by or with respect to any of the Purchased Entities (or any Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed thereof) after the Closing Date and shall file or cause to be filed all such Consolidated Income (taking into account valid extensions) for any Pre-Closing Tax Returns Period (and shall promptly provide Purchaser with copies of such Consolidated Income a “Pre-Closing Separate Tax Returns insofar as such Tax Returns relate to the Acquired CompanyReturn”). Seller shall permit provide Purchaser at least with a copy of any completed Pre-Closing Separate Tax Return not less than thirty (30) days prior to review the due date on which such Tax Return is due (taking validly obtained extensions into account) (or if such Tax Return is due within thirty (30) days after the Closing Date, then as soon as reasonably practicable taking into account the Tax period and the nature of the relevant Tax Return or other relevant circumstances), Purchaser shall have the right to review, comment on each and propose changes to such Pre-Closing Separate Company Income Tax Return and shall provide comments, if any, to Seller on any such Pre-Closing Separate Tax Return within ten (10) days after receipt of such Pre-Closing Separate Tax Return (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 Seller shall consider any such comments in good faith. In the event Seller disagrees with any comments received from Purchaser, Seller shall promptly notify Purchaser of such disagreement prior to filing the due date for such Pre-Closing Separate Tax Return (taking into account extensions). Seller shall revise such Pre-Closing Separate Tax Returns to reflect any reasonable comments received from Purchaser with which Seller agrees and shall make deliver, if applicable, a revised Pre-Closing Separate Tax Return to Purchaser at least ten (10) days before the due date therefor (taking validly obtained extensions into account) (or such revisions shorter period as are reasonably requested by is reasonable taking into account the PurchaserTax period and the nature of the relevant Tax Return or other relevant circumstances), and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for such Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested prepared by the Seller. ; provided, however, that Purchaser shall pay all Taxes due with respect not be required to file any Pre-Closing Separate Tax Return that includes a position for which Purchaser determines, in its reasonable discretion, that there is not at least “substantial authority” within the meaning of Section 6662(d)(2)(b)(i) of the Code (or any similar provision of state, local or non-U.S. Law). Except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state, local, or non-U.S. Law), Purchaser shall not amend or revoke any Combined Tax Return, Seller Return or any Pre-Closing Separate Tax Return (or any notification or election relating thereto) without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed). At Seller’s reasonable request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns; provided, however, that Seller Purchaser shall pay Purchaser (have the same rights to review and comment on such amended Pre-Closing Separate Tax Returns as described in accordance with the procedures set forth in this Section 8.03(f)7.2(a) for the original Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any amount owed information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.2(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 8.03 7.2(a), Purchaser shall prepare, or cause to be prepared, and timely file, or cause to be timely filed, (taking into account any valid extensions) all Tax Returns of or with respect to the Purchased Entities (and any Subsidiaries thereof). In the case of any such Tax Return for a Straddle Period (each a “Purchaser-Filed Tax Return”), Purchaser shall prepare (or cause to be prepared) such Purchaser-Filed Tax Return in a manner consistent with the past practice of or with respect to the applicable Purchased Entity (or Subsidiary thereof). Purchaser shall provide Seller with a copy of such completed Purchaser-Filed Tax Return not less than thirty (30) days prior to the due date on which such Tax Return is due (taking validly obtained extensions into account) (or if such Tax Return is due within thirty (30) days after the Closing Date, then as soon as reasonably practicable taking into account the Tax period and the nature of the relevant Tax Return or other relevant circumstances). Seller shall have the right to review, comment on and propose changes to such Purchaser-Filed Tax Return, and Purchaser shall consider any such comments in good faith. Purchaser shall revise such Purchaser-Filed Tax Return to reflect any comments received from Seller with which Purchaser agrees and, in the event Purchaser disagrees with any comments received from Seller, Purchaser shall promptly notify Seller of such disagreement prior to the due date for such Purchaser-Filed Tax Return (taking into account extensions), and Seller and Purchaser shall work together in good faith to resolve any such disagreements. If Seller and Purchaser are unable to reach resolution, they shall promptly cause the jointly retained Independent Accounting Firm (who shall be promptly engaged if not previously engaged in accordance with Section 2.9) to resolve any remaining disputes within a reasonable time, taking into account the deadline for filing such return. Purchaser shall revise such Purchaser-Filed Tax Return to reflect such resolution and shall deliver, if applicable, a revised Purchaser-Filed Tax Return to Seller at least ten (10) days before the due date therefor (taking validly obtained extensions into account) (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 Purchaser shall timely file or cause to be timely filed such Tax Return. Any determination of the Independent Accounting Firm shall be binding upon the parties without further adjustment. The costs, fees and expenses of such Independent Accounting Firm shall be borne equally by Purchaser and Seller. Except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any analogous provision of state, local or non-U.S. law), Purchaser shall not amend or revoke any Purchaser-Filed Tax Return (or any notification or election relating thereto). At Seller’s reasonable request, Purchaser shall file, or cause to be filed, amended Purchaser-Filed Tax Returns; provided, however, that any such amended Purchaser-Filed Tax Return shall be prepared in a manner consistent with this Section 7.2(b). Notwithstanding the foregoing, if a Purchaser-Filed Tax Return is due (taking into account applicable extensions) before all items with respect to such Straddle Period Separate Company Income Purchaser-Filed Tax Returns. Return have been resolved, Purchaser shall timely file (or cause to be filed) such return as prepared by Purchaser and as revised to reflect any comments received from Seller agree with which ▇▇▇▇▇▇▇▇▇ agrees and any agreement reached between Seller and Purchaser. After resolution of all disputed items with respect to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a any Purchaser-Filed Tax Return filed on prior to such resolution, Purchaser shall file an amended return reflecting the resolution of such disputed items, if necessary. (c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) Seller Parent or any of its Subsidiaries (other than the Purchased Entities and their respective Subsidiaries) or (ii) a consolidated, combined, affiliated or unitary group that basisincludes Seller Parent or any of its Subsidiaries (including any Combined Tax Return).

Tax Returns. Seller shall prepare duly prepare, or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date prepared, and shall file timely file, or cause to be filed timely filed, solely at Seller’s expense, all such Consolidated Income Tax Returns required to be filed by the Company for any Pre-Closing Tax Period (and shall promptly provide Purchaser with copies of such Consolidated Income “Pre-Closing Tax Returns”). All Pre-Closing Tax Returns insofar as such shall be prepared in accordance with historic practices of the Company, to the extent permitted by applicable Law. To the extent permitted by applicable Law, the Sellers shall include any income, gain, loss, deduction or other Tax items for any Pre-Closing Tax Period on their Tax Returns relate in a manner consistent with the Schedules K-1 furnished by the Company to the Acquired Company)Sellers for such periods. Seller shall be solely liable for any and all late filing fees, interest or penalties incurred as a result of the late filing of any Pre-Closing Tax Return. Sellers shall permit Purchaser at least thirty (30) days Buyer to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Pre-Closing Tax Returns as are reasonably requested by the SellerBuyer. Purchaser Buyer shall pay all Taxes due with respect duly prepare, or cause to such Tax Returns; providedbe prepared, howeverand timely file, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant or cause to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file be timely filed, all Tax Returns required to be filed by the Company for the periods including any Straddle Period (“Straddle Tax Return”) and for any Taxable Period beginning after the Closing Date (a “Post-Closing Tax Period” and such returns “Post-Closing Tax Returns”). The cost of preparing all Straddle Tax Returns and Post-Closing Tax Returns shall be borne by the Company. Buyer shall permit Sellers to review and comment on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a each Straddle Tax Return filed on that basisprior to filing.

Tax Returns. Except as otherwise provided in Section 5.4(a): (i) Seller shall prepare and timely file, or cause to be prepared and timely filed, all Income Tax Returns which include that are required to be filed by or with respect to the Acquired Company Companies for taxable years or any of the Subsidiaries for all Tax Periods periods ending on or prior to before the Closing Date which are filed after the Closing Date and Date. Seller shall file timely remit, or cause to be filed timely remitted, all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies Taxes due in respect of such Consolidated Income Tax Returns insofar as Returns. All such Tax Returns relate to the Acquired Company)shall be prepared in a manner consistent with past practice in all material respects. Seller shall permit Purchaser at least Not later than thirty (30) days prior to review and comment on the due date for filing of each Separate Company Income such Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser(after taking into account extensions), and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due provide the Purchaser Parties with a draft copy of such Tax Return (in the case of Tax Returns required to be filed by an Acquired Company) or a draft copy of the portion of such Tax Return relating directly and solely to an Acquired Company (in the case of Tax Returns required to be filed with respect to an Acquired Company) for review and comment, and Seller shall include, in the Tax Return filed, all reasonable comments provided by the Purchaser Parties with respect to any such Income draft copy not later than five (5) days prior to such due date. Upon receipt of documentation from Seller setting forth the extent of such Taxes paid that are included in the Tax Returns. liabilities reflected or taken into account in the preparation of the Closing Net Worth Statement or the adjustment to the Closing Purchase Price, if any, pursuant to Section 2.3, the Purchaser Parties shall promptly reimburse Seller for such Taxes. (ii) The Purchaser Parties shall prepare and timely file, or cause to be prepared (on a basis consistent with past and timely filed, all Tax Returns of that are required to be filed by the Acquired Company Companies for taxable years or periods beginning on or before, and ending after, the Closing Date, and all “Separate Account Tax Returns” (as defined in the Variable Universal Life Business Coinsurance and Modified Coinsurance Agreement and the Subsidiaries) Variable Annuity Business Coinsurance and Modified Coinsurance Agreement). The Purchaser Parties shall timely file remit, or cause to be timely filed remitted, all other Taxes due in respect of such Tax Returns. All such Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least be prepared in a manner consistent with past practice in all material respects. Not later than thirty (30) days prior to review and comment on the due date for filing of each such Tax Return prior to filing and (after taking into account extensions), the Purchaser Parties shall make such revisions to provide Seller with a draft copy of such Tax Returns as are reasonably requested Return for review and comment, and the Purchaser Parties shall include, in the Tax Return filed, all reasonable comments provided by the Seller. Purchaser shall pay all Taxes due Seller with respect to any such draft copy not later than five (5) days prior to such due date. (iii) None of the Purchaser Parties, Seller or an Acquired Company shall (i) withdraw, repudiate, amend, refile or otherwise modify, or cause or permit to be withdrawn, repudiated, amended, refiled or otherwise modified, any Tax Returns; providedReturn filed by, however(ii) make or change any material Tax election or any annual Tax accounting period with respect to, that Seller shall pay Purchaser (in accordance iii) change any method of Tax accounting with respect to, (iv) consent to any extension or waiver of the procedures set forth in Section 8.03(f)) for limitations period applicable to any amount owed by Seller pursuant to Section 8.03 material Tax claim or assessment with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree or (v) surrender any material right or claim to cause the refund of Taxes with respect to, an Acquired Company and the Subsidiaries to file all Tax Returns for the periods including any taxable year or period beginning on or before the Closing Date on without the basis that the relevant Tax Period ended as prior written consent of the close of business on the Closing Date unless the relevant Tax Authority will other parties, which shall not accept a Tax Return filed on that basisbe unreasonably withheld, conditioned or delayed.

Tax Returns. (i) Seller shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income income Tax Returns required to be filed by the Company for Tax periods ending on or before the Closing Date whether due prior to or after the Closing Date (taking into account applicable extensions) and shall promptly provide Purchaser with copies of such Consolidated Income all non-income Tax Returns insofar as such required to be filed by the Company for Tax periods ending on or before the Closing Date that are due prior to the Closing Date (taking into account applicable extensions) (collectively, “Seller Tax Returns”). Such Seller Tax Returns relate shall be prepared in a manner consistent with the past practices of the Company (to the Acquired Companyextent such past practices exist), unless otherwise required by applicable Laws. Seller shall permit Purchaser deliver to Buyer for its review and comment, at least thirty twenty (3020) days prior to the due date for the filing of such Seller Tax Return (taking into account any applicable extensions), or as soon as reasonably practicable in the case of a Seller Tax Return that is not an income Tax Return, a draft copy of such Seller Tax Return, together with any additional information relating to the Company that Buyer may reasonably request. Buyer shall have the right to review and comment on each Separate Company Income such Seller Tax Return and any such additional information prior to the filing and shall make of such revisions as are reasonably requested by the PurchaserSeller Tax Return, and Purchaser Seller shall execute consider in good faith any comments submitted by Buyer at least ten (10) days prior to the due date of such Seller Tax Return (taking into account any applicable extensions). In the case of any Seller Tax Return that is due after the Closing Date, Seller and Buyer shall cooperate to timely file file, or cause to be timely filed, such Separate Company Income Seller Tax Returns. In the case of any Seller shall Tax Return that is due before the Closing Date, Seller shall, prior to the Closing Date, cause the Company to timely pay all or cause to be timely paid any Taxes shown as due with respect to such Income Tax Returns. Purchaser thereon. (ii) Buyer shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of required to be filed by the Acquired Company for Straddle Periods and all non-income Tax Returns required to be filed by the Subsidiaries Company for Pre-Tax periods ending on or before the Closing Tax Periods Date that are due after the Closing Date (including taking into account any Straddle Period Separate Company Income applicable extensions) (collectively, “Buyer Tax Returns.) Purchaser ”). Such Buyer Tax Returns shall permit be prepared in a manner consistent with the past practices of the Company (to the extent such past practices exist), unless otherwise required by applicable Laws. Buyer shall deliver to Seller for its review and comment, at least thirty twenty (3020) days prior to the due date for the filing of such Buyer Tax Return (taking into account any applicable extensions), or as soon as reasonably practicable in the case of a Buyer Tax Return that is not an income Tax Return, a draft copy of such Buyer Tax Return, together with any additional information relating to the Company that Seller may reasonably request. Seller shall have the right to review and comment on each such Buyer Tax Return and any such additional information prior to the filing and of such Buyer Tax Return, and, (A) to the extent relating to Pre-Closing Taxes that are income Taxes, such Buyer Tax Return shall make be subject to Seller’s approval, not to be unreasonably withheld, conditioned or delayed, whereas (B) to the extent relating to Pre-Closing Taxes that are non-income Taxes, Buyer shall consider in good faith any comments submitted by Seller reasonably in advance of the due date of such revisions to such Buyer Tax Return (taking into account any applicable extensions) except for Buyer Tax Returns as are reasonably requested by the reflecting Indemnified Taxes, which shall be subject to Seller. Purchaser shall pay all Taxes due with respect ’s approval, not to such Tax Returns; providedbe unreasonably withheld, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisconditioned or delayed.

Tax Returns. Seller Tellium shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (each a "Straddle Tax Return") related to Astarte for all periods commencing before -------------------- and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due ending after the Closing Date (including any a "Straddle Tax Period"). Tellium shall ------------------- provide the Stockholder Representative with a draft of each such completed Straddle Tax Return which is required to be filed for a Straddle Tax Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty 30 days prior to the due date (30including extensions) days to for the filing of such Straddle Tax Return for the Stockholder Representative's review and comment on each comment. The Stockholder Representative shall provide any comments to Tellium concerning such Straddle Tax Return prior to filing within 15 days after receiving such Straddle Tax Return. To the extent permitted by applicable law and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due solely with respect to items attributable to Pre-Closing Tax Periods, Tellium shall prepare each Straddle Tax Return in a manner consistent with the federal Income Tax Return for Astarte for the short taxable year ending on the Closing Date. Subject to the preceding sentence, Tellium shall accept any reasonable comments provided by the Stockholder Representative to the extent such comments relate solely to items attributable to Pre-Closing Tax Returns; Periods, provided, however, if Tellium does not agree that Seller a comment provided by the Stockholder Representative is reasonable, Tellium and the Stockholder Representative shall pay Purchaser (in accordance refer the matter to an independent "Big-Five" accounting firm agreed to by Tellium and the Stockholder Representative to arbitrate the dispute. Tellium and the Stockholder Representative shall equally -57- share the fees and expenses of such accounting firm and its determination shall be binding on all parties. Upon finalization, Tellium shall cause the Surviving Corporation to execute and timely file with the procedures set forth in Section 8.03(f)) for appropriate Tax authority any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basis.and pay the Tax shown thereon as due, subject to any rights of indemnification under Article X. Tellium's preparation of any Straddle Tax Return shall not impair or waive any of Tellium's rights to indemnification under Article X.

Tax Returns. Seller Buyer shall cause the Company to prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be prepared and timely filed filed, in each case in a manner consistent with past practices of the Company and its Subsidiaries (except where otherwise required by applicable Law), all other Tax Returns of the Acquired Company and the its Subsidiaries for Pre-(i) all taxable periods ending on or before the Closing Tax Periods that Date but which are due to be filed after the Closing Date (including any taking into account all applicable extensions of time for filing) (such Tax Returns, “Pre-Closing Tax Returns”) and (ii) all Straddle Periods (such Tax Returns, “ Straddle Period Separate Tax Returns”). Buyer agrees that it shall cause the Company to retain the Tysons Corner, Virginia office of KPMG LLP to prepare all such Pre-Closing Income Tax Returns.) Purchaser Returns and Buyer shall permit Seller at least cause all such Pre-Closing Income Tax Returns to be delivered to the Holder Representative no later than thirty (30) days before the due date (after giving effect to any applicable extensions of time for filing) for such Pre-Closing Income Tax Returns. Buyer shall cause all other Pre-Closing Tax Returns and all Straddle Period Tax Returns to be delivered to the Holder Representative a reasonable period of time prior to the due date for such Tax Returns (after giving effect to any applicable extensions of time for filing) so that the Holder Representative has a meaningful opportunity to review and comment on each such Tax Return prior to filing and Returns. Buyer shall make such revisions to such Tax Returns as are reasonably requested (or shall cause the Company to) incorporate any reasonable comments provided in writing by the Seller. Purchaser shall pay all Taxes due Holder Representative to Buyer with respect to such all Pre-Closing Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Returns and Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to Buyer shall cause the Acquired Company and the its Subsidiaries to timely file all Pre-Closing Tax Returns for the periods including the Closing Date on the basis that the relevant and Straddle Period Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisReturns.

Tax Returns. Seller shall, and shall cause each member of the BHC Group to, duly and timely file all Seller Group Tax Returns and all BHC Tax Returns, respectively, required to be filed on or before the Closing Date (including Tax Returns filed pursuant to any valid extensions of time to file). Seller shall prepare or cause to and duly and timely file all Seller Group Tax Returns that are due after the Closing Date. Such Seller Group Tax Returns and BHC Tax Returns shall be prepared all Income on a basis consistent with the prior Tax Returns which include for the Acquired Company or any same Person. Seller shall allow Buyer a reasonable opportunity to review and comment on such Seller Group Tax Returns (insofar as they relate to members of the Subsidiaries for BHC Group) and such BHC Tax Returns. Seller shall prepare drafts of all BHC Tax Periods Returns that are due after the Closing Date with respect to taxable periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days allow Buyer a reasonable opportunity to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller Buyer shall pay all Taxes due with respect cause the appropriate member of the BHC Group to promptly file such Income BHC Tax Returns. Purchaser shall prepare or cause to be ; provided, that either (i) such BHC Tax Returns have been prepared (on a basis consistent with past prior Tax Returns of the Acquired Company and the Subsidiariessame Person or (ii) and timely file or cause to be timely filed all other if such BHC Tax Returns have not been prepared on a basis consistent with prior Tax Returns of the Acquired Company same Person, Buyer shall have consented to the filing of such BHC Tax Returns, with such consent not to be unreasonably withheld, conditioned or delayed. Buyer shall prepare, on a basis consistent with prior Tax Returns of the same Person, all BHC Tax Returns that relate to taxable periods beginning on or prior to the Closing Date and the Subsidiaries for Pre-Closing Tax Periods that are due ending after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser Date. Buyer shall permit allow Seller at least thirty (30) days a reasonable opportunity to review and comment on each such BHC Tax Return prior to filing and Returns. The members of BHC Group shall make furnish Seller, within a reasonable period following the request, with such revisions to such information as Seller may reasonably request in connection with the preparation of or inclusion in the Seller Group Tax Returns as are reasonably requested by for the Sellerperiods ending on or before the Closing Date. Purchaser No election under Section 336(e) of the Code shall pay all Taxes due be made with respect to such Tax Returnsany member of the BHC Group in connection with any transaction contemplated by this Agreement; provided, however, that any deemed election resulting from, or election required to make effective, the elections provided for in Section 3.3.1 hereof, shall be permitted. Except for Taxes set forth on Schedule 2.1.6(a) (which are being contested in good faith and by appropriate proceedings), Seller shall cause each member of BHC Group to pay Purchaser (in accordance with all Taxes that become due and payable after the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser date hereof and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including on or before the Closing Date by the Closing Date. Except as set forth on the basis that the relevant Tax Period ended as Schedule 2.1.6(a), each member of the close of business BHC Group shall pay all BHC Employment and Withholding Taxes required to be withheld and paid on or before the Closing Date unless and Seller shall cause each member of BHC Group to properly set aside all BHC Employment and Withholding Taxes required to be withheld on or before the relevant Tax Authority will not accept a Tax Return filed on that basisClosing Date and paid after the Closing Date in accounts for such purpose.

Tax Returns. Seller shall prepare or cause to The Shareholders will be prepared responsible for preparing all Income income Tax Returns which include the Acquired Company or of CECity and CECity Subsidiary for any of the Subsidiaries for all Tax Periods period ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after before the Closing Date (including any Straddle Period Separate Company Income short-period returns of CECity and CECity Subsidiary for the taxable year ending on the Closing Date); provided that such Tax Returns.) Purchaser Return shall permit Seller at least thirty (30) days be prepared in a manner consistent with the past practices of CECity and CECity Subsidiary, except as required by applicable Law, and shall be delivered to Buyer for Buyer’s review and comment on each no less than forty-five (45) days prior to the filing deadline applicable to such Tax Return, or as soon as reasonably possible if the Tax Return is required to be filed within forty-five (45) days following the Closing Date. Buyer will be responsible for preparing all other Tax Returns of CECity and CECity Subsidiary, provided that for any other Tax Return with respect to a Pre-Closing Tax Period, such Tax Return shall be prepared in a manner consistent with the past practices of CECity and CECity Subsidiary, except as required by applicable Law, and each such material Tax Return shall be delivered to Seller for Seller’s review and comment no less than twenty (20) days prior to the filing and shall make such revisions deadline applicable to such Tax Return. Buyer and the Shareholders agree that all Transaction Tax Deductions shall be treated as properly allocable to the Pre-Closing Tax Period to the extent permitted by applicable Law and all Transaction Tax Deductions shall be included as a deduction in the Tax Returns as are reasonably requested of CECity and CECity Subsidiary for the Pre-Closing Tax Period to the extent permitted by applicable Law. For the Sellerportion of the day of the Closing after the time of Closing, Buyer shall cause CECity and CECity Subsidiary to carry on the Business only in the ordinary course of business. Purchaser Buyer shall pay all Taxes due with respect not, and shall cause CECity and CECity Subsidiary to such Tax Returns; providednot, howevertake any action, or permit any action to be taken, that Seller shall pay Purchaser (in accordance with may prevent the procedures set forth in Section 8.03(f)) Tax year of CECity and CECity Subsidiary from ending for any amount owed by Seller federal and state income Tax purposes as a result of the sale of the Shares pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisthis Agreement.

Tax Returns. (i) Consistent with the Company’s treatment as a disregarded entity for income Tax purposes, Seller shall include all items of income, gain, loss and deduction of the Company for any period or portion thereof through the Closing Date (based on a closing of the books method) on Seller’s income Tax Returns. Seller shall prepare and timely file or cause to be prepared and timely filed all Tax Returns that are required to be filed by or with respect to the Company on or before the Closing Date, and Seller shall pay, or cause to be paid, all Taxes shown as due on such Tax Returns. All items of income, gain, loss and deduction of the Company for any period or portion thereof beginning after the Closing Date shall be reported on Parent’s income Tax Returns. All income Tax deductions that result from or are attributable to payment of (a) Third-Party Expenses and (b) the write-off of deferred financing fees and payment of Indebtedness shall, to the extent permitted by Law and to the extent economically borne by Seller, be reported on Seller’s income Tax Returns. (ii) Parent shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past non-income Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are first due after the Closing Date (including other than any Straddle Period Separate Company Income such Tax Returns that already have been filed prior to the Closing Date) that include any taxable period or portion thereof ending on or before the Closing Date (such Tax Returns., the “Parent Prepared Returns”). Parent shall prepare Parent Prepared Returns in a manner consistent with the past practice of the Company, unless otherwise required by applicable Law. At least 10 Business Days prior to the due date for any Parent Prepared Return (taking into account any extension) Purchaser that reflects any Taxes that form the basis for a claim for indemnification pursuant to this Agreement, Parent shall permit provide Seller at least thirty (30) days to review and comment on each with a draft copy of such Tax Return for review and comments. Parent shall consider in good faith any reasonable comments that Seller submits in writing to Parent no less than five Business Days prior to filing and the due date of such Parent Prepared Return (taking into account any applicable extension). Parent shall make such revisions to timely file (after taking into consideration any extensions available) with the applicable Governmental Entity such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due finally prepared pursuant to this Section 5.5(c)(ii). (iii) For purposes of this Agreement, with respect to Taxes of the Company relating to a Straddle Period, the portion of any Tax that is allocable to the taxable period that is deemed to end on the Closing Date will be: (i) in the case of Taxes, other than those based on income, receipts or expenses (including, e.g., payroll Taxes), deemed to be the amount of such Tax Returns; providedTaxes for the entire Straddle Period multiplied by a fraction, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to numerator of which is the number of calendar days of such Straddle Period Separate Company Income in the Pre-Closing Tax Returns. Purchaser and Seller agree to cause the Acquired Company Period and the Subsidiaries to file all Tax Returns for denominator of which is the periods including number of calendar days in the Closing Date entire Straddle Period and (ii) in the case of Taxes based on income, receipts or expenses, determined as though the basis that taxable period of the relevant Tax Period ended as of Company terminated at the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisDate.

Tax Returns. Seller Buyer shall prepare duly prepare, or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date prepared, and shall file timely file, or cause to be filed timely filed, solely at Buyer’s expense, all such Consolidated Income Tax Returns required to be filed by the Buyer for any Pre-Closing Tax Period (and shall promptly provide Purchaser with copies of such Consolidated Income “Pre-Closing Tax Returns”). All Pre-Closing Tax Returns insofar as such shall be prepared in accordance with historic practices of the Buyer, to the extent permitted by applicable Law. To the extent permitted by applicable Law, the Sellers shall include any income, gain, loss, deduction or other Tax items for any Pre-Closing Tax Period on their Tax Returns relate in a manner consistent with the schedules furnished by the Buyer to Sellers for such periods. Buyer shall be solely liable for any and all late filing fees, interest or penalties incurred as a result of the Acquired Company)late filing of any Pre-Closing Tax Return. Seller Buyer shall permit Purchaser at least thirty (30) days Sellers to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Pre-Closing Tax Returns as are reasonably requested by the SellerSellers. Purchaser Buyer shall pay all Taxes due with respect duly prepare, or cause to such Tax Returns; providedbe prepared, howeverand timely file, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant or cause to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file be timely filed, all Tax Returns required to be filed by the Buyer for the periods including any Straddle Period (“Straddle Tax Return”) and for any Taxable Period beginning after the Closing Date (a “Post-Closing Tax Period” and such returns “Post-Closing Tax Returns”). The cost of preparing all Straddle Tax Returns and Post-Closing Tax Returns shall be borne by the Buyer. Buyer shall permit Sellers to review and comment on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a each Straddle Tax Return filed on that basisprior to filing.

Tax Returns. Seller Oak and Nordco shall prepare and file all Tax returns (including all final returns with the appropriate Tax authorities reflecting the change in Nordco's ownership as of the Closing Date) and Oak shall pay all Taxes relating to the business or operations of Nordco or ownership of the Nordco Stock prior to the Closing Date; on the Closing Date and thereafter, the Buyer and Nordco, as the case may be, shall prepare and file all Tax returns and pay all Taxes relating to the business or operations of Nordco or ownership of the Nordco Stock on or after the Closing Date. Consistent with the foregoing, for any Tax period ending before the Closing Date, Nordco and Oak shall timely prepare and file (taking into account any applicable extensions), or cause to be prepared filed, all Income Tax Returns which include returns for Nordco, and Oak shall pay in full and in a timely manner (taking into account any applicable extensions) any and all Taxes that shall become due or payable on account of Nordco's business or operations, or the Acquired Company or any ownership of the Subsidiaries for all Tax Periods ending on or Nordco Stock prior to the Closing Date which are filed Date. Oak agrees that in preparing and filing all Tax returns relating to the business, operations or ownership of the Nordco Stock prior to the Closing Date, it shall prepare such Tax returns in a manner consistent with its prior tax and accounting positions and methodologies. Oak agrees that it shall provide Nordco's accountants with a copy, prior to the filing of the same, of all Tax returns for Nordco prepared by Oak on or after the date hereof relating to Nordco's business, operations, or the ownership of the Nordco Stock prior to the Closing Date. Following the Closing, with respect to any Tax return or other Tax matter relating to any Tax period before the Closing Date, the Buyer, Nordco and Oak shall cooperate fully, as and to the extent reasonably required by each other, in connection with preparation and filing of Tax returns on or after the Closing Date Date. It is expressly agreed that Oak shall have the right to any Tax refunds or other similar payments relating to Nordco, its business or operations arising in connection with any Tax period prior to the Closing Date, and shall file that the Buyer or cause to be filed all such Consolidated Income Tax Returns (and Nordco, as the case may be, shall promptly provide Purchaser with copies of reimburse or pay over to Oak any such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returnsamounts upon receipt.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basis.

Tax Returns. Seller (a) The income of the Partnership Companies will be apportioned to the period up to and including the Closing Date, and the period after the Closing Date by closing the books and records of the Partnership Companies as of 11:59 p.m. local time on the day immediately preceding the Closing Date. (b) With respect to any Tax Return of a Partnership Company covering a taxable period ending on or before the Closing Date that is required to be filed after the Closing Date, Sellers shall prepare or cause such Tax Return to be prepared and shall cause to be prepared included in such Tax Return all Income items required to be included therein. Not later than 30 days prior to the due date of each such Tax Returns which include the Acquired Company or any Return, Sellers shall deliver a copy of such Tax Return to Buyers together with a statement of the Subsidiaries difference, if any, of the amount of Tax shown due on such Tax Return over the amount set up as a liability for such Tax in the Closing Statement. If the Tax shown on the Tax Return exceeds the amount set up as a liability for the Tax in the Closing Statement, not later than 5 days prior to the due date of such Tax Return, Sellers shall pay to Buyers the amount of such excess. If the amount set up as a liability for the Tax in the Closing Statement exceeds the Tax shown on the Tax Return, not later than 5 days prior to the due date of such Tax Return, Buyers shall pay to Sellers the amount of such excess. Buyers shall cause such Partnership Company to file such Tax Return and timely pay the Taxes shown due on such Tax Return. (c) With respect to any Tax Return of a Partnership Company covering a taxable period beginning on or before the Closing Date and ending after the Closing Date (the “Straddle Period”) that is required to be filed after the Closing Date, Buyers shall cause such Straddle Period Tax Return to be prepared and shall cause to be included in such Straddle Period Tax Return all Tax Periods items required to be included therein. Buyers shall determine the Tax which would have been due with respect to the Straddle Period if such Straddle Period ended on the Closing Date (the “Pre-Closing Date Tax”). Not later than 45 days prior to the due date of each such Straddle Period Tax Return, Buyers shall deliver a copy of the Straddle Period Tax Return to Sellers for their review. If Sellers agree with the Straddle Period Tax Return, Sellers shall pay to Buyers an amount equal to the excess, if any, of the Pre-Closing Date Tax over the amount set up as a liability for such Tax in the Closing Statement not later than 5 days prior to the due date of the Straddle Period Tax Return. If, within 15 days of the receipt of the Straddle Period Tax Return, Sellers notify Buyers that they dispute the manner of preparation of the Straddle Period Tax Return or the amount of the Pre-Closing Date Tax, then Buyers and Sellers shall attempt to resolve their disagreement within the five-day period following Sellers’ notification to Buyers of such disagreement. If Buyers and Sellers are unable to resolve their disagreement, the dispute shall be submitted to a mutually agreed upon Accounting Firm, whose expense shall be borne equally by Buyers and Sellers, for resolution within 20 days of such submission. The decision of such accounting firm with respect to such dispute shall, absent manifest error, be binding upon Buyers and Sellers, and Sellers shall pay to Buyers an amount equal to the excess, if any, of the Pre-Closing Date Tax over the amount set up as a liability for such Tax in the Closing Statement as decided by such Accounting Firm not later than 5 days prior to the due date of the Straddle Period Tax Return. In the event of (i) any Tax Authority review of a Straddle Period Tax Return or (ii) any proposed audit, notice, proposed adjustment, assessment, claim, liability, or other potential tax proceeding relating to a Straddle Period Tax Return (each, a “Straddle Period Tax Claim”), Buyers and Sellers shall handle such review and/or Straddle Period Tax Claim on a joint basis and in a reasonable manner. (d) Any Tax Return prepared pursuant to the provisions of this Section 7.2 shall be prepared in a manner consistent with practices followed in prior years with respect to similar Tax Returns, except as otherwise required by Law or fact. (e) Because Treasury Regulations section 301.6109-(1)(d)(2)(iii) requires that Buyers retain the Employer Identification Number of each Partnership Company, the following shall apply for purposes of (i) Tax Authority reviews of any Partnership Company Tax Return covering a taxable period ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30ii) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for any Pre-Closing Date Period Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax ReturnsClaim; provided, however, that Seller in the event that (A) a Pre-Closing Date Period Tax Claim is also an Indemnified Tax Claim, the provisions of Section 7.4 shall control and (B) a Pre-Closing Date Period Tax Claim could result in Tax liability to Buyers that is not an Indemnified Tax Claim, such Pre-Closing Date Period Tax Claim shall be handled on a joint basis in a reasonable manner. Buyers shall promptly notify Sellers of any written or oral notice that any applicable Tax Authority has proposed a review of any Partnership Company Tax Return for taxable periods ending on or prior to the Closing Date, and Buyers shall promptly send to Sellers a copy of any written notice or other document received by Buyers from any Tax Authority with respect to any Partnership Company Tax Return covering a taxable period ending on or prior to the Closing Date. Sellers shall have the sole and exclusive right to control, handle, dispose of, and/or settle any and all proposed audits, notices, proposed adjustments, assessments, claims, liabilities, or other potential tax proceedings relating to a Tax Return of any Partnership Company covering a taxable period ending on or prior to the Closing Date (“Pre-Closing Date Period Tax Claims”), and Buyers shall execute or cause to be executed any and all documents and forms (including, without limitation, powers of attorney) necessary to enable Sellers to carry out the provisions of this Section 7.2(e). Sellers shall have the sole right, at Sellers' cost, to select counsel and other tax professionals for any Pre-Closing Date Period Tax Claim; provided, however, that Buyers may monitor any such Pre-Closing Date Period Tax Claim and shall pay Purchaser for any costs associated with such monitoring. Buyers and Sellers shall, and Buyers shall cause the Partnership Companies to, cooperate to the extent necessary to resolve any Pre-Closing Date Period Tax Claims. So long as Sellers have not agreed in writing to settle a Pre-Closing Date Period Tax Claim and a challenge of such Pre-Closing Date Period Tax Claim can continue (by any available means), neither Buyers, the Partnership Companies nor any of their respective representatives shall consent or otherwise agree to any element relating to such Pre-Closing Date Period Tax Claim. All positions taken herein by Sellers, Buyers and the Partnership Companies shall be in good faith. (f) Buyers and Sellers shall cooperate fully, and Buyers shall cause each of the Partnership Companies to cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the preparation and filing of Tax Returns pursuant to this Section 7.2, any audit, litigation or other proceeding (each, a “Tax Proceeding”) with respect to Taxes and any Pre-Closing Date Period Tax Claims. Such cooperation shall include access to, the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any such Tax Return, Tax Proceeding or Pre-Closing Date Period Tax Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Sellers will, and Buyers will and will cause the Partnership Companies to, retain all books and records with respect to Tax matters pertinent to the Partnership Companies relating to any taxable period beginning before the Closing Date until the earlier of six years after the Closing Date or the expiration of the applicable statute of limitations of the respective taxable periods, and to abide by all record retention agreements entered into with any Tax Authority. Buyers and Sellers each agree, upon request, to use Reasonable Efforts to obtain any certificate or other document from any Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect to the transactions contemplated by this Agreement. (g) From and after the Closing Date, Buyers and their respective Affiliates (including the Partnership Companies) will not file any amended Tax Return or other adjustment request with respect to the Partnership Companies for taxable periods ending on or prior to the Closing Date without the prior written consent of Sellers. (h) Subject to the second sentence of this Section 7.2(h), Tax refunds of any kind relating to any taxable period ending (or treated as ending) on or prior to the Closing Date shall inure to the benefit of Sellers, and Buyers shall pay the full amount of any such refund (including interest thereon), net of any tax liability related to the receipt of such refund, to Sellers promptly upon receipt of such refund by Buyers. Buyers shall be entitled to any Tax refunds resulting from the carryback of any loss or credit arising in a taxable period beginning on or after the Closing Date except for Tax refunds for which Buyers were given credit as a reduction in Purchase Price to which Sellers shall be entitled. (i) At least 30 days prior to the Closing, Sellers (or, at Buyers’ option, Buyers) shall prepare and deliver to the other Parties an allocation (the “Allocation”) of the Purchase Price (and all other capitalized costs) among the Assets of the Partnership Companies in accordance with Treasury Regulations section 1.755 - 1 (and any similar provision of state, local or foreign law, as appropriate). Within 45 days after the procedures set forth in Section 8.03(f)) for any amount owed by Seller date the Purchase Price is finally determined pursuant to Section 8.03 with respect 2.5 hereof, Sellers and Buyers shall use their best efforts to agree to the final Allocation. If the Parties agree to such Straddle Period Separate Company Income Tax ReturnsAllocation, as contemplated by the foregoing sentence, such Allocation shall be binding upon Sellers and Buyers. Purchaser Further, Sellers, Buyers and Seller agree to cause the Acquired Company their respective Affiliates shall then report, act, and the Subsidiaries to file all Tax Returns in all respects and for all purposes consistent with the periods including Allocation and shall not take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with the Closing Date on the basis that the relevant Tax Period ended Allocation unless required to do so by applicable law. Buyers shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Sellers may reasonably request in their preparation of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisAllocation.

Tax Returns. Seller (a) Each of Purchaser and the Sellers intend that, for U.S. federal income tax purposes, the purchase and sale of the Membership Interests shall be treated as a sale by the Sellers of the Membership Interests and as a purchase by Purchaser of the Sellers’ pro rata portions (based upon their respective Membership Interests percentage holdings of the Company prior to the Closing) of the assets of the Company pursuant to Revenue Ruling 99-6, 1999-1 C.B. 432. Accordingly, for purposes of allocating the income, gains, losses, deductions and credits of the Company, Purchaser and Sellers agree that the Company’s taxable year shall end on the Closing Date. Unless otherwise required by applicable Legal Requirements, each of Purchaser and the Sellers shall prepare or cause to be prepared and file all Tax Returns in a manner consistent with such treatment. (b) All Pass-Through Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past practices unless otherwise required by applicable Legal Requirements. Not later than twenty-five (25) days prior to the due date (taking into account extensions validly obtained) of a Pass-Through Income Tax Returns Return, Purchaser shall cause the Company to deliver a copy of such draft Pass-Through Income Tax Return (as well as a copy of the Acquired Company supporting tax work papers therefor) to each Seller for its review and comment. Each Seller shall provide to Purchaser any comments the SubsidiariesSeller may have with respect to any such Pass-Through Income Tax Return within ten (10) days of its receipt. Each Seller and timely file or cause Purchaser shall attempt in good faith to resolve any disputes regarding any such Pass-Through Income Tax Return within five (5) days of Purchaser receiving such Seller’s comments, provided that if any such dispute cannot be timely resolved within such time period, such Pass-Through Income Tax Return shall be filed all other Tax Returns in a manner that is consistent with the position of the Acquired parties that held a majority of the membership interests of the Company and immediately prior to the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least Closing. Not later than thirty (30) days after filing any Pass-Through Income Tax Return, Purchaser shall cause the Company to review and comment on each deliver a copy of such Pass-Through Income Tax Return prior as filed to filing and shall make such revisions to such Tax Returns as are reasonably requested by the each Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basis.

Tax Returns. Seller shall Buyer will prepare or cause to be prepared all Income any Tax Returns which include the Acquired Company or any of the Subsidiaries Company that are due or may be filed by the Company from and after the Closing Date, other than any income Tax Returns required to be filed for all periods ending on or prior to the Closing Date, which will be prepared by Shareholders (at their expense) and delivered in a timely manner to Buyer. If Shareholders fail to deliver to Buyer any Tax Periods Return contemplated by the first sentence of this Section, Buyer will prepare such Tax Returns or cause them to be prepared at the expense of Shareholders. In the case of Tax Returns prepared by Buyer, Buyer will provide Shareholders with drafts of any such Tax Returns that include any period ending on or prior to the Closing Date which are filed after the Closing Date no later than 30 days before their due date (with regard to extensions actually granted) and shall file or cause will permit Shareholders to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and review, comment on each Separate Company Income Tax Return prior to filing and shall make approve such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income draft Tax Returns. Seller shall pay all Taxes due with respect Shareholders will not unreasonably withhold or delay his approval to any such Income draft Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past In the case of Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to prepared by Shareholders, Shareholders will prepare such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due consistent with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (past practice and in accordance with the procedures set forth in Section 8.03(f)) for applicable law, will provide to Buyer drafts of any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business include any period ending on the Closing Date unless at least 30 days before the relevant due date thereof, with regard to extensions actually granted, and will permit Buyer to review, comment on and approve such draft Tax Authority Returns. Buyer will not accept a unreasonably withhold or delay its approval to any such draft Tax Return filed on that basisReturns and, after such approval, will execute and file such Tax Returns. Buyer will cooperate with Shareholders with respect to any information or documentation reasonably required by Shareholders in preparing such Tax Returns. For the avoidance of doubt, Shareholders shall be responsible for payment of all taxes attributed to the activities of the Company up to the Closing Date.

Tax Returns. Seller (a) The Sellers shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns with respect to the Purchased Assets or the Purchased Entities for any Pre-Closing Tax Period (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as other than a Straddle Period). All such Tax Returns relate shall be prepared in a manner consistent with past practice, unless otherwise required by Law. The Sellers shall provide Buyer with a copy of any such Tax Return that is required to be filed by a Purchased Entity after the Acquired Company). Seller shall permit Purchaser Closing Date at least thirty (30) days prior to review and comment on each Separate Company Income the last date (giving effect to any valid extensions thereof) for timely filing such Tax Return prior to filing (or such shorter period as is reasonable taking into account the applicable taxable period, due date and Taxes) for Buyer’s review, comment and approval. The Sellers shall make such revisions as are reasonably requested incorporate all reasonable comments provided by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due Buyer with respect to such Income Tax Returns. Purchaser To the extent necessary to comply with applicable Law, Buyer shall execute or cause to be executed and file or cause to be filed any such Tax Return as prepared by Sellers. Buyer shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely shall file or cause to be timely filed all other Tax Returns of with respect to the Acquired Company Purchased Assets and the Subsidiaries Purchased Entities for Pre-Closing Tax all Straddle Periods that are due required to be filed after the Closing Date (including Date; provided that such Tax Returns shall be prepared in a manner consistent with past practice, unless otherwise required by Law. Before filing any Tax Return with respect to any Straddle Period Separate Company Income Period, Buyer shall provide the Sellers with a copy of such Tax Returns.) Purchaser shall permit Seller Return at least thirty (30) days prior to review and comment on each the last date (giving effect to any valid extensions thereof) for timely filing such Tax Return prior (or such shorter period as is reasonable taking into account the applicable taxable period, due date and Taxes) accompanied by a statement calculating in reasonable detail Sellers’ indemnification obligation, if any, pursuant to filing and Section 8.1(a). Buyer shall make such revisions to such Tax Returns as are reasonably requested incorporate all reasonable comments provided by the Seller. Purchaser shall pay all Taxes due Sellers with respect to such Tax Returns; providedReturns to the extent such comments relate to Taxes for which the Sellers are liable pursuant to this Agreement. If for any reason the Sellers do not agree with Buyer’s calculation of its indemnification obligation, howeverthe Sellers shall notify Buyer of its disagreement within fifteen (15) Business Days of receiving a copy of the Tax Return and Buyer’s calculation (or such shorter period as is reasonably requested by Buyer taking into account the applicable taxable period, that Seller due date and Taxes). If the Parties are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Buyer shall pay Purchaser file the Tax Return as originally prepared (in accordance with but, reflecting any items on which the procedures Parties have agreed) and shall later amend such Tax Return if necessary following the resolution of such dispute pursuant to the method set forth in Section 8.03(f8.6. If the Sellers agree with Buyer’s calculation of its indemnification obligation, the Sellers shall pay to Buyer the amount of the Sellers’ indemnification at the time specified in Section 8.1(d). (b) for Unless otherwise required by Law, Buyer shall not (and shall not cause or permit the Purchased Entities to) amend, refile or otherwise modify any amount owed by Seller pursuant Tax Return relating to Section 8.03 the Purchased Entities with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree any taxable period that ends on or prior to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on without the basis that the relevant Tax Period ended as prior written consent of the close of business on the Closing Date unless the relevant Tax Authority will Sellers, which consent shall not accept a Tax Return filed on that basisbe unreasonably withheld, conditioned or delayed.

Tax Returns. (a) Seller shall prepare or shall cause to be prepared all Income (i) any Combined Tax Returns which include the Acquired Company Return that includes Seller or any of its Affiliates, on the Subsidiaries one hand, and the Company, on the other hand, and (ii) any Tax Return (other than any Combined Tax Return described in (i)) that is required to be filed by or with respect to the Company for all Tax Periods ending any taxable period that ends on or prior to before the Closing Date which are filed after the (a “Pre-Closing Date and Separate Tax Return”). Seller shall timely file or cause to be filed all such Consolidated Income 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). Pre-Closing Separate Tax Returns (shall be prepared in accordance with law and shall promptly provide Purchaser with copies the past practices of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit deliver, or shall 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 to review and comment on each Separate Company Income Tax Return prior to the due date for filing and shall make such revisions as are reasonably requested by the PurchaserTax Returns (taking into account any extensions), and Purchaser shall execute timely file or cause to be filed such Tax Returns. Purchaser shall not amend or revoke any Combined Tax Return or any Pre-Closing Separate Tax Return (or any notification or election relating thereto), unless required by law, without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. At Seller’s reasonable request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 8.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the Company. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 8.3(a), Purchaser shall prepare and timely file such Separate Company Income or cause to be prepared and timely filed all Tax Returns. Seller shall pay all Taxes due Returns with respect to the Company. In the case of any such Income Tax Returns. Return for a Straddle Period (a “Straddle Period Separate Tax Return”), Purchaser shall prepare or cause to be prepared (on such Tax Return in a basis manner consistent with past Tax Returns Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any such Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller Returns at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Sellerdue date thereof (taking into account any extensions). Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to revise such Straddle Period Separate Company Income Tax Return to reflect any reasonable comments received from Seller not later than fifteen (15) days before the due date thereof (taking into account any extensions). Purchaser shall not amend or revoke any such Straddle Period Separate Tax Returns (or any notification or election relating thereto), unless required by Law, without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s reasonable request and expense, Purchaser shall file, or cause to be filed, amended Straddle Period Separate Tax Returns. Purchaser and . (c) Notwithstanding anything to the contrary in this Agreement, in no event shall Seller agree be required to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a provide any Person with any Tax Return filed on or copy of any Tax Return of (i) Seller or (ii) a consolidated, combined, or unitary group that basisincludes Seller (including any Combined Tax Return).

Tax Returns. (a) Seller shall prepare or cause to be prepared (at its expense) all Income Tax Returns which include for the Acquired Company or any of the and its Subsidiaries for all Tax Periods periods ending on or prior to the Closing Date which Date, that are filed due after the Closing Date and shall file or cause to be filed all such Consolidated Income Date. Such Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as Returns, except such Tax Returns relate that are filed as a member of a consolidated, unitary, combined or similar Tax Return, of which News Corporation (or any predecessor or successor entity, including New News Corporation) is the common parent, shall be delivered to the Acquired Company). Seller shall permit Purchaser at least Company within not less than thirty (30) days prior to their required filing date for the Company’s review and timely filing. Purchaser shall be entitled to review and comment on each Separate Company Income provide comments to such Tax Return Returns up to fifteen (15) days prior to their required filing and shall make such revisions as are reasonably requested by the Purchaserdate, and Seller shall accept Purchaser’s reasonable comments. Seller and Purchaser agree in good faith to resolve any disputes, provided that in the event that they are unable to resolve such disputes prior to the applicable filing deadline, Seller shall execute and timely be entitled to file such Separate Tax Returns in accordance with its reasonable determination. Seller shall timely remit (or cause to be timely remitted) to the Company Income any Taxes shown due on such Tax Returns. Seller For the avoidance of doubt, Tax Returns which include the operations of Seller, the Company and its Subsidiaries that are filed on a consolidated, unitary or combined basis shall pay all Taxes due with respect not be subject to such Income Tax Returns. Purchaser this Section 10.1(a). (b) The Company shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other (at its expense) any Tax Returns of the Acquired Company and the its Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax ReturnsPeriods; provided, however, that Seller shall pay Purchaser (in accordance with to the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause extent that the Acquired operations of the Company and the its Subsidiaries prior to file all Tax Returns for the periods and including the Closing Date on are required to be included in the basis consolidated, unitary or combined Tax Return that includes Seller, Seller will cause the operations of the Company and its Subsidiaries to be so included in its consolidated, unitary or combined Tax Return. Such Tax Returns shall be subject to Seller’s right to review and consent to any such Tax Returns within not less than thirty (30) days prior to their required filing date and to Seller’s agreement with the relevant information and data set forth in such Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will Returns (which consent and agreement shall not accept a Tax Return filed on that basisbe unreasonably withheld).

Tax Returns. Seller The following provisions shall govern the allocation of responsibility as between the parties for certain Tax matters following the Closing: (a) Seller, at its expense, shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Income Tax Returns required to be filed by the Company for all Pre-Closing Tax Periods regardless of when they are to be filed. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Acquired Company except as required by applicable Law. Seller shall deliver a copy of such Income Tax Returns to Buyer at least fifteen days prior to the date on which such Income Tax Return is required to be filed (taking into consideration applicable extensions) for Buyer’s review and comment, in each case, solely with respect to matters that could adversely affect Buyer or the Subsidiaries Company for any period (or portion thereof) beginning after the Closing Date. Buyer shall review such Income Tax Returns within ten (10) days after the delivery of such Income Tax Returns. In connection with Buyer’s review, Seller shall provide or cause to be provided promptly to Buyer information reasonably requested by Buyer or its Affiliates. If Buyer does not submit comments within such review period, Buyer will be deemed to have approved such Income Tax Returns as prepared by Seller. If Buyer submits comments to Seller with respect to matters that could adversely affect Buyer or the Company for any period (or portion thereof) beginning after the Closing Date within such review period, then Buyer and Seller shall negotiate in good faith to resolve any such items disputed in such comments. (b) Seller, at its expense, shall prepare or cause to be prepared and timely file or cause to be timely filed (i) all Non-Income Tax Returns required to be filed for the Company for all Pre-Closing Tax Periods that are due to be filed on or after the Closing Date Date, and (including ii) any and all Tax Returns required to be filed for the Company for a Straddle Period Separate Company Income Period. Seller shall deliver a copy of such Tax Returns.) Purchaser shall permit Seller Returns to Buyer at least thirty fifteen (3015) days prior to review and comment the date on each which such Tax Return prior is required to filing be filed (taking into consideration applicable extensions) for Buyer’s review and comment. In connection with Buyer’ review, Seller shall make provide or cause to be provided promptly to Buyer information reasonably requested by Buyer. If Seller does not submit comments within such revisions review period, Seller will be deemed to have approved such Tax Returns as are reasonably requested prepared by the SellerBuyer. Purchaser If Seller submits comments to the Buyer within such review period, the Buyer and Seller shall pay all Taxes due negotiate in good faith to resolve any such items disputed in such comments. If Buyer and Seller are unable to resolve any such dispute within ten (10) days after Seller provides its comments, the parties shall resolve the dispute in accordance with Section 6.3(c). (c) In the event Buyer and Seller are unable to agree on any timely-raised issue raised by the other party pursuant to Section 6.3 (a) or (b), Buyer and Seller shall engage a mutually agreed upon impartial nationally recognized firm of independent certified public accountants (the “Designated Accounting Firm”) to resolve the matter, and the Designated Accounting Firm’s determination shall be final and binding on the parties. The Designated Accounting Firm shall resolve the dispute within twenty (20) days after the item has been referred to it. Notwithstanding anything to the contrary in this Section 6.3, the party responsible pursuant to Section 6.3 (a) or (b) for preparing the disputed Tax Return shall be entitled to file on behalf of the Company, or cause to be filed, the applicable Tax Return without having incorporated the disagreed upon changes to avoid a late filing of such Tax Return. If the Designated Accounting Firm’s resolution of the dispute necessitates that a Tax Return filed in accordance with the previous sentence be amended, then the party responsible pursuant to Section 6.3 (a) or (b) for preparing the disputed Tax Return shall cause an amended Tax Return to be filed that reflects such resolution. The fees and expenses of the Designated Accounting Firm shall be borne by each party in the percentage inversely proportionate to the percentage of the total items submitted for dispute that are resolved in such party’s favor. (d) To the extent permitted or required by Law or administrative practice, the taxable year of the Company shall be treated as closing on (and including) the Closing Date. In the case of any Straddle Period, (i) the amount of any sales or use Tax, employment Tax, withholding Tax, and any Tax based on or measured by income, profits or receipts, in each instance imposed upon or payable by or with respect to the Company for the Pre-Closing Straddle Period shall be determined based on an interim closing of the books of Company as of the end of the Closing Date, and (ii) the amount of any Taxes other than a sales or use Tax, employment Tax, withholding Tax, or Tax based on or measured by income, profits or receipts Taxes of the Company for the Pre-Closing Straddle Period shall be deemed to be the amount of such Tax Returnsfor the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on and including the Closing Date and the denominator of which is the total number of days in such Straddle Period; provided, however, that Seller exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date be apportioned on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that pro rata per diem basis.

Tax Returns. Seller The Company and Stockholders’ Representative shall prepare duly prepare, or cause to be prepared prepared, and file, or cause to be filed, on a timely basis, all Income Tax Returns which include with respect to the Acquired Company or for Taxable Periods ending before the Closing Date (“Pre-Closing Tax Periods”) and for any of the Subsidiaries for all Tax Taxable Periods ending on or prior to the Closing Date (“Closing Date Tax Period”). Such Tax Returns shall be filed on a timely basis consistent with the Company’s past practice in filing its Tax Returns and shall not be filed without the approval of the Stockholders’ Representative. Purchaser shall duly prepare, or cause to be prepared, and file, or cause to be filed, on a timely basis all Tax Returns with respect to the Company for any taxable period which are filed includes but does not end on the Closing Date (“Straddle Period”) and for any taxable periods beginning after the Closing Date and shall file or cause to be filed all such Consolidated Income (the “Post-Closing Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired CompanyPeriods”). Seller Purchaser shall permit Purchaser at least thirty (30) days the Stockholders’ Representative to review and comment on each Separate Company Income Tax Return prior with respect to filing the Company for any Straddle Period and shall make such revisions as are the Stockholders’ Representative shall reasonably requested by request. Tax Returns for a Straddle Period shall be prepared consistent with the PurchaserCompany’s past practice. Unless the prior written consent of the Stockholders’ Representative is first obtained, and Purchaser shall execute and timely not take any action (including without limitation, file such Separate Company Income any amended Tax Returns. Seller shall pay all Returns or claim any Tax refunds) which would in any way alter the balance of Taxes due owing or Tax refunds or credits with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for any Pre-Closing Tax Periods that are due after Period or any Closing Date Tax Period. For purposes of this Agreement, in the case of any Straddle Period, Taxes of the Company (“Pre-Closing Straddle Tax Liability”) for the portion of any Straddle Period ending on and including the Closing Date (including any a “Pre-Closing Straddle Period Separate Company Income Tax Returns.Period”) Purchaser shall permit Seller at least thirty (30) days to review and comment on each shall, where possible, be computed as if such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period taxable period ended as of the close of business on the Closing Date unless Date. For purposes of the relevant foregoing, any items attributable to a Straddle Period which cannot be taken into account in the manner so provided (i.e. Taxes not based upon income or receipts) shall be allocated to the Pre-Closing Straddle Period for purposes of determining the Pre-Closing Straddle Tax Authority will not accept Liability, pro rata, based upon the number of days in the Pre-Closing Straddle Period, as compared to the total number of days in the Straddle Period, provided that if any Straddle Period Tax is based on income or revenue, then such allocation shall be based upon the actual activities of the Company as determined from the books and records of the Company for such Pre-Closing Straddle Period. Unless otherwise indicated, a Pre-Closing Straddle Period shall be treated as a “Pre-Closing Tax Return filed on that basisPeriod” for purposes of this Agreement.

Tax Returns. Seller (a) The Contributing Parties shall prepare or cause to be prepared all Income Tax Returns which include included in the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income consolidated United States federal income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income the state, local or foreign income Tax Returns insofar as of any jurisdiction that permits consolidated, combined or unitary income Tax Returns, if any) of the ▇▇▇▇▇▇▇▇ Tax Group for all periods ending on or before the Closing Date, all the items of income, gain, loss, deduction and credit (“Tax Items”) with respect to the Contributed Entities or the Contributed Entities’ Assets which are required to be included therein, shall cause such Tax Returns relate to be timely filed with the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing appropriate Taxing Authorities, and shall make such revisions as are reasonably requested by be responsible for the Purchaser, timely payment (and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay entitled to any refund) of all Taxes due with respect to the periods covered by such Income Tax Returns. Purchaser shall prepare . (b) With respect to any Tax Return covering a taxable period ending on or cause before the Closing Date that is required to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.with respect to the Contributed Entities or the Contributed Entities’ Assets that is not described in Section 7.2(a) Purchaser above, the Contributing Parties shall permit Seller at least thirty (30) days to review and comment on each cause such Tax Return prior to filing and shall make such revisions be prepared, cause to be included in such Tax Returns as are reasonably requested by Return all Tax Items required to be included therein, cause such Tax Return to be filed timely with the Seller. Purchaser shall pay appropriate Taxing Authority, and be responsible for the timely payment (and entitled to any refund) of all Taxes due with respect to the period covered by such Tax Returns; providedReturn. (c) With respect to any Tax Return covering a taxable period beginning on or before the Closing Date and ending after the Closing Date that is required to be filed after the Closing Date with respect to the Contributed Entities or the Contributed Entities’ Assets, howeverthe Contributing Parties shall cause such Tax Return to be prepared, cause to be included in such Tax Return all Tax Items required to be included therein, furnish a copy of such Tax Return to the Partnership Parties, cause such Tax Return to be filed timely with the appropriate Taxing Authority, and be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return (but shall have a right to recover the amount of Tax Losses attributable to the portion of the taxable period occurring after the Closing Date pursuant to Section 7.1(b)). (d) With regard to any Tax Return not yet filed for any taxable period that Seller begins before the Closing Date with respect to the Contributed Entities or the Contributed Entities’ Assets, the Contributing Parties shall pay Purchaser (use commercially reasonable efforts to cause such Tax Return to be prepared in accordance with past Tax accounting practices used with respect to the procedures set forth Tax Returns in Section 8.03(fquestion (unless such past practices are no longer permissible under the Applicable Law)) for , and to the extent any amount owed items are not covered by Seller pursuant to Section 8.03 past practices, in accordance with reasonable tax accounting practices selected by the filing party with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree Return under this Agreement with the consent (not to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as be unreasonably withheld or delayed) of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisnon-filing party.

Tax Returns. (a) With respect to any Tax Return covering a taxable period ending on or before the Effective Date that is required to be filed after the Effective Date with respect to Discovery or DGT, the Seller Parties shall prepare or cause such Tax Return to be prepared, shall cause to be prepared included in such Tax Return all Income items of income, gain, loss, deduction and credit (“Tax Returns which include the Acquired Company or any of the Subsidiaries for all Items”) required to be included therein, shall cause such Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause Return to be filed all such Consolidated Income Tax Returns timely with the appropriate Taxing Authority, and shall be responsible for the timely payment (and shall promptly provide Purchaser with copies entitled to any refund) of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all W▇▇▇▇▇▇▇ Energy’s Ownership Percentage of Taxes due with respect to the period covered by such Income Tax Returns. Purchaser Return. (b) With respect to any Tax Return covering a taxable period beginning on or before the Effective Date and ending after the Effective Date that is required to be filed after the Effective Date with respect to Discovery or DGT or their assets, the Seller Parties shall prepare or cause such Tax Return to be prepared, shall cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each included in such Tax Return prior all Tax Items required to filing be included therein, shall furnish a copy of such Tax Return to the Buyer, shall file timely such Tax Return with the appropriate Taxing Authority, and shall make such revisions to such Tax Returns as are reasonably requested by be responsible for the Seller. Purchaser shall pay all timely payment of W▇▇▇▇▇▇▇ Energy’s Ownership Percentage of Taxes due with respect to the period covered by such Tax Returns; provided, however, Return allocable to the period prior to and including the Effective Date. (c) Any Tax Return not yet filed for any taxable period that Seller begins before the Effective Date with respect to the assets or operations of Discovery or DGT or their assets shall pay Purchaser (be prepared in accordance with past Tax accounting practices used with respect to the procedures set forth Tax Returns in Section 8.03(fquestion (unless such past practices are no longer permissible under the applicable law)) for , and to the extent any amount owed items are not covered by Seller pursuant to Section 8.03 past practices (or in the event such past practices are no longer permissible under the applicable tax law), in accordance with reasonable tax accounting practices selected by the filing party with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree Return under this Agreement with the consent (not to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as be unreasonably withheld or delayed) of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisnon-filing party.

Tax Returns. (a) Through the Closing, Seller shall prepare cause each of the Companies to continue to be treated as disregarded as an entity separate from its owner for federal income tax purposes pursuant to Treasury Regulation Section 301.7701-3(b)(1), and the operations of each of the Companies through the Effective Time shall be reflected on the federal income Tax Return of its owner. The income of the Companies will be apportioned to the period up to and including the Effective Time, and the period after the Effective Time by closing the books of the Companies as of the Effective Time. (b) With respect to any Tax Return of a Company covering a taxable period ending on or before the Effective Time that is required to be filed after the Effective Time, Seller shall cause such Tax Return to be prepared and shall cause to be prepared all Income included in such Tax Returns which include the Acquired Company or any of the Subsidiaries for Return all Tax Periods ending on or items required to be included therein. Not later than 15 days prior to the Closing Date which are due date of each such Tax Return, Seller shall deliver a copy of such Tax Return to Buyer together with a statement of the difference, if any, of the amount of Tax shown due on such Tax Return over the amount set up as a liability for such Tax (for the period through the Effective Time) in the Final Net Working Capital. If the Tax shown on the Tax Return exceeds the amount set up as a liability for the Tax (for the period through the Effective Time) in the Final Net Working Capital, not later than the due date of such Tax Return, Seller shall pay to Buyer the amount of such excess. If the amount set up as a liability for the Tax (for the period through the Effective Time) in the Final Net Working Capital exceeds the Tax shown on the Tax Return, not later than the due date of such Tax Return, Buyer shall pay to Seller the amount of such excess. Buyer shall cause the Company to file the Tax Return and timely pay the Taxes shown due on such Tax Return. (c) With respect to any Tax Return of a Company covering a taxable period beginning on or before the Effective Time and ending after the Effective Time that is required to be filed after the Closing Date Effective Time, Buyer shall cause such Tax Return to be prepared and shall file or cause to be filed included in such Tax Return all Tax items required to be included therein. Buyer shall determine (by an interim closing of the books as of the Effective Time except for ad valorem Taxes and franchise taxes based solely on capital which shall be prorated on a daily basis) the Tax which would have been due with respect to the period covered by such Consolidated Income Tax Returns Return if such taxable period ended on the Effective Time (and the “Pre-Closing Tax”). For this purpose, any franchise Tax paid or payable with respect to a Company shall promptly provide Purchaser with copies be allocated to the taxable period for which payment of the Tax provides the right to engage in business, regardless of the taxable period during which the income, operations, assets or capital comprising the base of such Consolidated Income Tax Returns insofar as is measured. Not later than 15 days prior to the due date of each such Tax Returns relate Return, Buyer shall deliver a copy of such Tax Return to Seller for its review. Buyer shall make all reasonable changes to such Tax Return requested by Seller not later than ten days prior to the Acquired Company)due date of such Tax Return. Not later than the due date of the Tax Return, either (i) Seller shall permit Purchaser at least thirty pay to Buyer the excess, if any, of the Pre-Closing Tax over the amount set up as a liability for the Pre-Closing Tax in the Final Net Working Capital, or (30ii) days Buyer shall pay to review and comment on each Separate Seller the excess, if any, of the amount set up as a liability for the Pre-Closing Tax in the Final Net Working Capital over the Pre-Closing Tax. Buyer shall cause the Company Income to file the Tax Return and timely pay the Taxes shown due on such Tax Return. (d) Any Tax Return prepared pursuant to the provisions of this Section 7.1 shall be prepared in a manner consistent with practices followed in prior years with respect to filing similar Tax Returns, except as otherwise required by Law or fact. Any dispute arising pursuant to the provisions of Section 7.1(b) or Section 7.1(c) shall be resolved pursuant to procedures comparable to the procedures applicable under Sections 2.4(d)-(e). (e) Buyer and Seller shall make such revisions cooperate fully, and Buyer shall cause each of the Companies to cooperate fully, as are and to the extent reasonably requested by the Purchaserother Party, in connection with the preparation and filing of Tax Returns pursuant to this Section 7.1 (and Section 7.6), requests for the provision of any information or documentation within the knowledge or possession of the other Party as reasonably necessary to facilitate compliance with financial reporting obligations arising under FASB Statement No. 109 (including without limitation, compliance with Financial Accounting Standards Board Interpretation No. 48, and Purchaser shall execute and timely file such Separate Company Income any audit, litigation or other proceeding (each a “Tax Returns. Seller shall pay all Taxes due Proceeding”) with respect to Taxes. Such cooperation shall include access to, the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any such Income Tax Returns. Purchaser shall prepare Return or cause to be prepared (Tax Proceeding, and making employees available on a mutually convenient basis consistent to provide additional information and explanation of any material provided hereunder. Seller will, and Buyer will and will cause the Companies to, (i) retain all books and records with past respect to Tax Returns matters pertinent to the Companies relating to any taxable period beginning before the Effective Time until the later of six years after the Effective Time or the expiration of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns applicable statute of limitations of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date respective taxable periods (including any Straddle Period Separate Company Income extensions thereof), and to abide by all record retention agreements entered into with any Tax Returns.Authority, and (ii) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return give the other party reasonable written notice prior to filing transferring, destroying or discarding any such books and records and, if the other party so requests, Buyer or Seller, as the case may be, shall make allow the other party to take possession of such revisions books and records. Buyer and Seller each agree, upon request, to such use Reasonable Efforts to obtain any certificate or other document from any Tax Returns Authority or any other Person as are reasonably requested by the Seller. Purchaser shall pay all Taxes due may be necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed transactions contemplated by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisthis Agreement.

Tax Returns. (i) Seller shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed with the appropriate Governmental Entities having jurisdiction (A) all such Consolidated Tax Returns to be filed by the Company and/or its Subsidiaries prior to the Closing Date, and (B) all Income Tax Returns in which GTE (or Seller) shall include the taxable income of the Company and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate its Subsidiaries (to the Acquired Companyextent required by law). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company , including the applicable consolidated federal Income Tax Return prior to filing in which the income of the Company is included and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company in any consolidated or combined Income Tax Returns. Seller shall pay all Taxes due with respect to Return filed by GTE (or Seller) or an Affiliate thereof in which such Income Tax Returns. Purchaser shall prepare or cause to income can be prepared (on a basis included under applicable law, consistent with past Tax Returns of the Acquired Company custom and the Subsidiariespractice. (ii) and timely Buyer shall file or cause to be timely filed with the appropriate Governmental Entities having jurisdiction all other Tax Returns relating to Taxes of the Acquired Company and the its Subsidiaries for Pre-Closing Tax Periods that are due required to be filed after the Closing Date (including any Straddle Period Separate Company other than Income Tax Returns.Returns which include periods for which a consolidated, unitary or combined Income Tax Return of GTE or Seller includes the taxable income of the Company and its Subsidiaries). With respect to Tax Returns to be filed by Buyer for any periods for which Seller has sole liability for the Taxes due (including pursuant to its indemnity obligations hereunder), such Tax Returns will be properly and timely filed by Buyer and will be correct, accurate and complete in all material respects, and Buyer shall furnish a completed copy of such Tax Returns (to the extent they relate to the Company, its Subsidiaries or the Joint Ventures) Purchaser to Seller for Seller's approval not later than 30 days before the due date for filing such returns (including extensions thereof). With respect to Tax Returns to be filed by Buyer for any periods for which GTE and Buyer each have liability for the Taxes due (including pursuant to any indemnity obligations hereunder), such Tax Returns will be properly and timely filed by Buyer and will be correct, accurate and complete in all material respects, and Buyer shall permit furnish a completed copy of such Tax Returns (to the extent they relate to the Company, its Subsidiaries or the Joint Ventures) to Seller at least thirty (30) days to for Seller's review and comment not later than 30 days before the due date for filing such returns (including extensions thereof), and Buyer will, in good faith, incorporate all reasonable comments provided by Seller. Buyer shall not take (and shall cause the Company and its Subsidiaries not to take) a position with respect to any item on each such any Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by of the Seller. Purchaser shall pay all Taxes due Company or any of its Subsidiaries which is inconsistent with the position taken with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date item on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a prior Tax Return filed on that basisor, if inconsistent, will obtain Seller's prior written consent (not to be unreasonably withheld).

Tax Returns. (i) Seller shall prepare or cause to be prepared prepared, at Seller’s expense, all Income Tax Returns which include the Acquired Company or any of the Company and its Subsidiaries for all Tax Periods taxable periods ending on or prior to the Closing Date which that have not yet been filed and are required to be filed after the Closing Date, including the Seller Group’s consolidated return for U.S. federal income Tax purposes. The Seller Group shall include the Company and its Subsidiaries on its consolidated U.S. federal income Tax Return and any other consolidated Tax Returns for the period up to and including the Closing Date. Seller shall pay or cause to be paid any Taxes due in respect of such Tax Returns. With respect to any income Tax Return of the Company or any Subsidiary that is not a combined, consolidated or unitary Tax Return that includes the Company or any Subsidiary (each a “Standalone Tax Return”), the Seller shall prepare such Tax Return consistent with past practice unless otherwise required by applicable Law and Seller shall provide, or cause to be provided, to the Purchaser a draft of any such Tax Return at least 30 days prior to the due date, giving effect to extensions thereto, for filing such Tax Return, for review by the Purchaser; provided, however, if Seller shall fail to provide any such Standalone Tax Return due after the Closing Date to Purchaser as set forth in this Section 10.02(a)(i), Purchaser may prepare and file such Tax Return at Seller’s expense. The Purchaser shall file such Standalone Tax Returns, and Seller shall pay or cause to be paid to the Purchaser any Taxes of the Company and its Subsidiaries due in respect of such Standalone Tax Returns at least ten (10) days before the date on which the Purchaser or the Company or its Subsidiaries would be required to pay such Taxes to the extent such Taxes were not taken into account to reduce the purchase price through Indebtedness or Net Working Capital, each as finally determined pursuant to Section 1.04 (and, for the avoidance of doubt, Purchaser shall pay or cause to be paid any such finally determined Taxes taken into account in Indebtedness or Net Working Capital, each as finally determined pursuant to Section 1.04, to the applicable taxing authority). The Purchaser and Seller agree to deduct the Transaction Tax Deductions on the Closing Date to the maximum extent permitted by applicable Law and shall file all Tax Returns consistently therewith. The Purchaser shall notify Seller of any reasonable objections the Purchaser has to any items set forth on a draft Standalone Tax Return delivered by Seller to Purchaser for review and the Purchaser and Seller agree to consult and resolve in good faith any such objection. If the parties cannot resolve any such objections within fifteen (15) days after Seller submits such Tax Return to the Purchaser, the item in question shall be resolved by the Dispute Advisory Firm the fees and expenses of which shall be borne by Seller, on the one hand, and the Purchaser, on the other hand, in that percentage of the fees and expenses of the Dispute Advisory Firm equal to the proportion (expressed as a percentage and determined by the Dispute Advisory Firm) of the dollar value of the disputed amounts determined in favor of the other party by the Dispute Advisory Firm. (ii) The Purchaser shall prepare and file or cause to be prepared and filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiariesits Subsidiaries that are either (A) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Straddle Periods or (B) Tax Periods that are due after Returns for taxable periods ending on or before the Closing Date that are not Standalone Tax Returns (including any Straddle Period Separate Company Income each, a “Purchaser Tax Returns.) Return”). The Purchaser shall permit prepare such Purchaser Tax Returns consistent with past practice unless otherwise required by applicable Law and Purchaser shall deliver a draft of any such Purchaser Tax Return that is an income Tax Return to the Seller at least thirty (30) days prior to review and comment on each the due date thereof or for any such Purchaser Tax Return prior to filing and shall make such revisions to such that is a non-income Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due Return with respect to which Purchaser will seek indemnification under this Agreement as soon as reasonably practicable (but in no event later than in connection with making such indemnification) (in each case, taking into account any extensions of the due date), and the Purchaser shall allow the Seller to comment on such Purchaser Tax Returns; provided, however, that Return. Seller shall pay notify the Purchaser (in accordance with the procedures of any reasonable objections Seller has to any items set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income draft Purchaser Tax Returns. Return and the Purchaser and Seller agree to cause consult and resolve in good faith any such objection. If the Acquired Company parties cannot resolve any such objections within fifteen (15) days after the Purchaser submits such Purchaser Tax Return to Seller, the item in question shall be resolved by the Dispute Advisory Firm the fees and expenses of which shall be borne by Seller, on the one hand, and the Subsidiaries Purchaser, on the other hand, in that percentage of the fees and expenses of the Dispute Advisory Firm equal to the proportion (expressed as a percentage and determined by the Dispute Advisory Firm) of the dollar value of the disputed amounts determined in favor of the other party by the Dispute Advisory Firm; provided that, in the event such objections cannot be resolved by the parties prior to the due date of such Purchaser Tax Return (taking into account extensions), Purchaser shall be entitled to file all such Purchaser Tax Returns for Return and Purchaser shall promptly amend such Purchaser Tax Return following resolution by the periods including parties and/or Dispute Advisory Firm to the extent necessary to reflect such resolution. Seller shall pay to the Purchaser an amount equal to the Pre-Closing Taxes attributable to the portion of the underlying Straddle Period ending on the end of the Closing Date due with any Purchaser Tax Returns at least ten (10) days before the date on which the basis Purchaser or the Company or any of its Subsidiaries would be required to pay such Taxes to the extent such Taxes were not taken into account to reduce the purchase price through Indebtedness or Net Working Capital, each as finally determined pursuant to Section 1.04. Seller shall be responsible for the portion of expenses for preparing any Purchaser Tax Return equal to the product of such expenses and a fraction, the numerator of which is the number of days in the portion of the underlying Straddle Period ending on (and including) the Closing Date and the denominator of which is the total number of days in such Straddle Period. (iii) With respect to Taxes of the Company and its Subsidiaries relating to a Straddle Period, the portion of any Tax that is allocable to the relevant Pre-Closing Tax Period ended will be determined as follows: (i) in the case of real property Taxes, personal property Taxes and similar ad valorem Taxes, the amount of such Taxes for such entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in such entire Straddle Period, and (ii) in the case of all other Taxes, determined as though the taxable year of the close Company and its Subsidiaries terminated at the end of business the Closing Date. For purposes of computing Pre-Closing Taxes (i) the taxable year of the Company and any of its Subsidiaries that is a “controlled foreign corporation” (as defined in the Code) shall be deemed to have closed on the Closing Date unless for purposes of computing any inclusion under Sections 951 and 951A of the relevant Code and the determination of any related foreign tax credits, and (ii) income Tax Authority will not accept a Tax Return filed on liabilities of the Company and its Subsidiaries shall be calculated assuming that basisneither the Company nor any of its Subsidiaries has made or is making an election described in Section 965(h) of the Code with respect to inclusions under Section 965(a) of the Code.

Tax Returns. Seller (i) Purchaser shall prepare or cause to be prepared and timely filed all Income Tax Returns which include the Acquired Company or any of the Subsidiaries Company 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 Company on or before the Closing Date for all Tax Periods periods ending on or prior to the Closing Date (the “Pre-Closing Tax Period”), subject to the review and approval by Seller. The Tax Returns filed by the Purchaser on behalf of the Company shall be filed as a “stub-year” Tax Return filing and shall cover the period from January 1, 2017 through the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices with respect to such items, unless otherwise required by Applicable Law. Purchaser shall provide Seller with reasonable opportunity to review and comment on each such Tax Return described in this Section 6.1(a) prior to filing, and shall make changes to such Tax Returns reasonably requested by Seller to ensure that such Tax Returns are consistent with the terms of this Agreement. (ii) Purchaser shall prepare and file, when due, any Tax Returns of the Company for Tax periods which are filed after begin before the Closing Date and shall file or cause to be filed end after the Closing Date, and all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income the Company for the Pre-Closing Tax Returns insofar as Period. To the extent such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Period, Purchaser shall permit provide Seller at least thirty (30) days with reasonable opportunity to review and comment on each such Tax Return prior to filing filing, and shall make such revisions changes to such Tax Returns as are reasonably requested by Seller to ensure that such Tax Returns are consistent with the Sellerterms of this Agreement. Not less than five (5) Business Days prior to the filing of such Tax Return, Purchaser shall pay all be entitled to receive from Seller an amount equal to the Taxes due required to be paid in connection with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including Pre-Closing Tax Period to the extent such amount is greater than such Taxes that are included as Permitted Liabilities. (iii) The Parties acknowledge that the Company has been disregarded for U.S. federal income tax purposes as an entity separate from Seller at all times from August 4, 2016 to the Closing Date on Date. Accordingly, notwithstanding paragraphs (i) and (ii) above, the basis that the relevant Tax Period ended as business and operations of the close of business Company occurring during such period shall be reported on Seller’s federal and applicable state income Tax Returns. Notwithstanding anything contained herein to the Closing Date unless the relevant contrary, Seller shall have exclusive control over such Tax Authority will Returns, and Purchaser shall not accept a have any right to prepare, review or comment upon such Tax Return filed on that basisReturns.

Tax Returns. The Seller shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns for the Target Entities (and any other Target Group Members with respect to which any Target Entity or the Seller has control) for the Pre-Closing Tax Period (other than any Straddle Period), and the Seller shall promptly provide Purchaser with copies of pay or cause to be paid, as applicable, all Taxes shown as due on such Consolidated Income Tax Returns insofar as Returns. All such Tax Returns relate filed by the Seller shall be prepared in a manner consistent with the past practice and custom of the applicable Target Group Members to the Acquired Company)extent consistent with applicable Legal Requirements. The Seller shall permit Purchaser at least thirty (30) days to provide the Buyer with completed drafts of any such Tax Returns that are filed after the Closing Date for the Buyer’s review and comment on each Separate Company Income Tax Return at least sixty (60) days prior to the due date for filing thereof and shall make such revisions as are consider in good faith any changes reasonably requested by the PurchaserBuyer prior to filing such Tax Returns, provided that the Buyer provides any such comments within ten (10) days of receiving the draft Tax Returns; provided further that, for any such Tax Returns provided with respect to GST or VAT amounts, the Seller shall provide draft Tax Returns five (5) days prior to the due date for filing thereof and Purchaser shall execute and timely file such Separate Company Income consider in good faith any changes reasonably requested by the Buyer within the two (2) Business Days subsequent to the provision of the draft Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser The Buyer shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods Target Entities (and any other Target Group Members with respect to which any Target Entity or the Buyer has control) for Straddle Periods that are required to be filed under applicable Legal Requirements. All such Tax Returns filed by the Buyer shall be prepared in a manner consistent with the past practice and custom of the applicable Target Group Members to the extent consistent with applicable Legal Requirements. The Buyer shall provide the Seller with completed drafts of any such Tax Returns for the Seller’s review and comment at least sixty (60) days prior to the due date for filing thereof and shall consider in good faith any changes reasonably requested by the Seller prior to filing such Tax Returns, provided that the Seller provides any such comments within ten (10) days of receiving the draft Tax Returns; provided further that, for any such Tax Returns provided with respect to GST or VAT amounts, the Buyer shall provide draft Tax Returns five (5) days prior to the due date for filing thereof and shall consider in good faith any changes reasonably requested by the Seller within the two (2) Business Days subsequent to the provision of the draft Tax Returns. Without the consent of the Seller (not to be unreasonably withheld, conditioned or delayed), the Buyer (i) shall not file any amended Tax Return for the Target Entities (or any other Target Group Members with respect to which any Target Entity or the Buyer has control) for any Pre-Closing Tax Period (other than for any Straddle Period), (ii) shall not make any Tax election with respect to such Target Group Members with retroactive effect to any Pre-Closing Tax Period (other than for any Straddle Period), except that the Buyer, may make or cause to be made an election pursuant to Section 338(g) of the Code (or pursuant to any comparable provisions of U.S. state or local Law) with respect to the purchase of Transferred Interests in the non-U.S. Target Entities if in the reasonable determination of Seller such election would not result in material additional Tax to Seller, and (iii) shall not voluntarily approach any Governmental Authority regarding any Tax matters relating to such Target Group Members with respect to the Pre-Closing Tax Period (other than for any Straddle Period), solely in the case of clauses (ii) and (iii), to the extent it could reasonably be expected to adversely affect a material Tax liability of the Seller or result in an indemnification obligation of the Seller under this Agreement. The Buyer shall be responsible for the payment of all Taxes, including GST and VAT, and the preparation of all Tax Returns of the Target Entities (or any other Target Group Members with respect to which any Target Entity or the Buyer has control) for any taxable period beginning on or after the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisDate.

Tax Returns. Seller The Sellers’ Representative shall prepare or cause to be prepared and file or cause to be filed all Pass-Through Income Tax Returns which include for the Acquired Company or any of the Subsidiaries Group Companies for all Tax Periods periods ending on or prior to the Closing Date, including the U.S. federal Income Tax Return for the Company that ends on the Closing Date which as a result of the Transactions. All such Tax Returns filed by the Sellers’ Representative shall be prepared in a manner consistent with the past practice and custom of the Group Companies to the extent consistent with applicable Legal Requirements. The Sellers’ Representative shall provide the Buyer with completed drafts of any such Pass-Through Income Tax Returns that are filed after the Closing Date for the Buyer’s review and comment at least thirty (30) days prior to the due date for filing thereof and shall consider in good faith any changes reasonably requested by the Buyer prior to filing such Tax Returns. The Buyer shall prepare or cause to be prepared and file or cause to be filed all such Consolidated Pass-Through Income Tax Returns (for the Group Companies for Straddle Periods. All such Tax Returns filed by the Buyer shall be prepared in a manner consistent with the past practice and custom of the Group Companies to the extent consistent with applicable Legal Requirements. The Buyer shall promptly provide Purchaser the Sellers’ Representative with copies completed drafts of any such Consolidated Pass-Through Income Tax Returns insofar as such Tax Returns relate to for the Acquired Company). Seller shall permit Purchaser Sellers’ Representative’s review and comment at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to the due date for filing thereof and shall make such revisions as are consider in good faith any changes reasonably requested by the Purchaser, and Purchaser shall execute and timely file Sellers’ Representative prior to filing such Separate Company Income Tax Returns. Seller Without the consent of the Sellers’ Representative (not to be unreasonably withheld, conditioned or delayed), the Buyer (i) shall pay all Taxes due with respect to such not file any amended Pass-Through Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of Return for the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries Group Companies for any Pre-Closing Tax Periods that are due after the Closing Date Period or Straddle Period, (including ii) shall not make any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due election with respect to such the Group Companies with retroactive effect to any Pre-Closing Tax Returns; providedPeriod or Straddle Period of the Group Companies, however, that Seller and (iii) shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for not voluntarily approach any amount owed by Seller pursuant to Section 8.03 Governmental Authority with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the any Pre-Closing Date on the basis that the relevant Tax Period ended as or Straddle Period, solely in the case of clauses (ii) and (iii), to the close of business on the Closing Date unless the relevant Tax Authority will not accept extent it could reasonably be expected to affect a Tax Return filed on that basisliability of any Seller, any direct or indirect beneficial owner or any Seller or any Landmark Partner.

Tax Returns. Seller (a) Parent shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause required to be filed all such Consolidated Income by the Company and each of its Subsidiaries (other than any Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate relating to the Acquired Company). Seller shall permit Purchaser at least thirty (30Transfer Taxes governed by Section 8.1) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including taking into account any applicable extensions) for any taxable period ending on or before the Closing Date (the “Pre-Closing Tax Returns”) and all Closing Date Tax Returns. All Tax Returns required to be filed by the Company and each of its Subsidiaries for any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date be filed on the basis that the relevant Tax Period taxable period ended as of the close of business on the Closing Date (“Closing Date Tax Returns”), unless the relevant Tax Taxing Authority will not accept a Closing Date Tax Return. Parent shall deliver to the Stockholders’ Representative a draft of each Pre-Closing Tax Return and Closing Date Tax Return at least forty (40) days before the due date of such Tax Return, and Parent will make any revisions with respect to such Tax Return reasonably requested by the Stockholders’ Representative in writing at least ten (10) days before the due date of such Tax Return, provided that such revisions do not materially adversely affect the Tax position of Parent, the Surviving Entity or their Subsidiaries for any taxable period after the Closing. In the event of a dispute, the matter shall be referred to a mutually agreed upon nationally recognized firm (the “Accounting Referee”), whose determination shall be binding on both Parties. The costs of the Accounting Referee shall be borne by the party that loses the dispute. Parent shall cause the Surviving Entity and its Subsidiaries to, and the Surviving Entity and its Subsidiaries shall, timely file with the relevant Taxing Authority all Pre-Closing Tax Returns and Closing Date Tax Returns. Parent shall cause the Surviving Entity and its Subsidiaries to, and the Surviving Entity and its Subsidiaries shall, timely prepare and file all Straddle Period Tax Returns that are not Closing Date Tax Returns with the relevant Taxing Authority, provided that Parent will deliver to the Stockholders’ Representative a draft of each such Straddle Period Tax Return including a statement setting forth the amount of Tax for which the Company Stockholders are responsible determined in accordance with Section 8.3 at least forty-five (45) days before the due date, as such due date has been extended, for such Tax Return that is an income Tax Return and as soon as practicable in the case of any other such Tax Return. Parent will make any revisions with respect to such Straddle Period Tax Return reasonably requested by the Stockholders’ Representative in writing at least ten (10) days before the due date of such Tax Return, provided that such revisions do not materially adversely affect the Tax position of Parent, the Surviving Entity or their Subsidiaries for any taxable period after the Closing. In the event of a dispute, the matter shall be referred to the Accounting Referee, whose determination shall be binding on both Parties. The costs of the Accounting Referee shall be borne by the party that loses the dispute. Except to the extent inconsistent with applicable Tax laws, all Pre-Closing Tax Returns, Closing Date Tax Returns and Straddle Period Tax Returns shall be prepared and filed in a manner consistent with past practice. (b) Subject to the limitation set forth in Section 8.4, at least five (5) days prior to the due date for a Pre-Closing Tax Return, Closing Date Tax Return or Straddle Period Tax Return (taking into account any applicable extensions), the Company Stockholders will pay Parent, based on that basistheir respective Pro Rata Portions (first from the Escrow Fund, to the extent available) an amount equal to the Taxes of the Company and each of the Subsidiaries shown on such Pre-Closing Tax Return and Closing Date Tax Return and an amount equal to the portion of the Taxes of the Company and each of its Subsidiaries attributable to the Pre-Closing Tax Period shown on such Straddle Period Tax Return as determined in accordance with Section 8.3.

Tax Returns. Seller shall prepare (a) The Sellers will prepare, or will cause to be prepared prepared, all Income Tax Pass-Through Returns which include the Acquired Company or any and NHDC Returns of the Subsidiaries Group Companies that are due after the Closing Date (taking into account applicable extensions) for all Pre-Closing Tax Periods ending on or prior to the Closing Date which are filed after (the Closing Date and shall file “Seller Prepared Returns”). Except as otherwise required by applicable Law, all such Tax Returns will be prepared in a manner consistent with the past practice of the applicable Group Company. Prior to the filing of any Seller Prepared Return, the Sellers will deliver (or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies delivered) a draft of such Consolidated Income Tax Returns insofar as any such Tax Returns relate Return to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days prior to the date such Tax Return is to be filed and will permit the Purchaser to review and comment on each Separate Company Income such Tax Return prior to filing and shall make such revisions as are reasonably requested by the PurchaserReturns, and Purchaser shall execute will consider such comments in good faith and timely file reflect in such Separate Company Income Tax Returns, such comments that the Sellers consider reasonable. The Purchaser will file the Seller Prepared Returns as prepared in accordance with this Section 9.2. To the extent permitted by applicable Laws, the Transaction Tax Deductions will be allocated to the Pre-Closing Tax Period. Notwithstanding the foregoing, the parties agree that the deductions for the Option Cancellation Payment Amount will be allocated to the Pre-Closing Tax Period. The Sellers shall pay all Taxes due determine in the applicable Seller Prepared Returns whether or not to make the safe harbor election set forth in IRS Revenue Procedure 2011-29 with respect to such Income any Transaction Tax Deductions that are success-based fees. (b) Other than Seller Prepared Returns. , the Purchaser shall will prepare and file, or will cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed file, all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods Group Companies that are due after the Closing Date (including taking into account applicable extensions) for any Straddle Pre-Closing Tax Period Separate Company Income (the “Purchaser Prepared Returns”). Except as otherwise required by applicable Law, all such Tax Returns.Returns will be prepared in a manner consistent with the past practice of the applicable Group Company. Prior to the filing of any (i) Purchaser shall permit Seller Prepared Return that is a Pass-Through Return or NHDC Returns of a Group Company, or (ii) an income Tax Return of a Group Company that could reasonably be expected to reduce any amount otherwise payable pursuant to Section 2.3 or Section 9.4, the Purchaser will deliver (or cause to be delivered) to the Sellers a draft of such Tax Return at least thirty (30) days prior to the date such Tax Return is to be filed, and will permit the Sellers to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by and consider such comments in good faith and will reflect in such Tax Returns, such comments that the Seller. Purchaser shall pay all Taxes due considers reasonable. (c) In the event of any dispute with respect to the preparation of a Purchaser Prepared Return or a Seller Prepared Return, the parties will cooperate in good faith to resolve such Tax Returns; provideddispute. If such dispute cannot be resolved within ten (10) days, howeverthen the dispute will be resolved by the Valuation Firm, or another national recognized accounting firm that Seller shall pay can resolve these types of tax disputes mutually acceptable by the Purchaser (and the Sellers, in accordance with the procedures provisions set forth in Section 8.03(f2.2(d)) for any amount owed by Seller pursuant ; provided that if such dispute is not resolved prior to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as due date of the close of business on the Closing Date unless the relevant applicable Tax Authority will not accept a Return, then such Tax Return will be filed on that basisin a manner reflecting the Purchaser’s position, and, following the resolution of such dispute, the Purchaser will promptly amend (or otherwise modify) the applicable Tax Return as necessary to reflect the resolution of such dispute.

Tax Returns. (i) Seller shall prepare or cause to be prepared and file or cause to be filed (i) the final U.S. federal income and state income Tax Returns of Frontier (and related Schedules K-1) required to be filed for the Tax period ending on the Closing Date, (ii) the U.S. federal income and state income Tax Returns of Frontier (and related Schedules K-1) for the Tax period ending on December 31, 2016, and (iii) any Tax Returns (other than the Tax Returns described in clause (i) or (ii) above) of Frontier for income, franchise and similar Taxes that are imposed on a “flow-through” basis and required to be filed after the Closing Date for taxable periods ending on or prior to the Closing Date. Such Tax Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable law. Reasonably in advance of the due date for filing of any such Tax Return, Seller shall deliver a draft of such Tax Return, together with all supporting documentation and workpapers, to Buyer for its review and reasonable comment. Buyer will cause such Tax Return (as revised to incorporate Buyer’s reasonable comments) to be timely filed and will provide a copy thereof to Seller. (ii) Seller shall prepare or cause to be prepared all Income Tax Returns which include (other than the Acquired Company or any Tax Returns set forth in Section 12(b)(i)) of Frontier required to be filed after the Subsidiaries Closing Date for all Tax Periods periods ending on or prior to the Closing Date which are filed after Date. Such Tax Returns shall be prepared on a basis consistent with past practice except to the Closing Date extent otherwise required by applicable law. Reasonably in advance of the due date for filing any such Tax Return, Seller shall deliver a draft of such Tax Return, together with all supporting documentation and shall file or workpapers, to Buyer for its review and reasonable comment. Buyer will cause such Tax Return (as revised to incorporate Buyer’s reasonable comments) to be timely filed all such Consolidated Income Tax Returns and will provide a copy thereof to Seller. (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30iii) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser Buyer shall prepare or cause to be prepared (all Tax Returns of Frontier for all Straddle Periods. Such Tax Returns shall be prepared on a basis consistent with past Tax Returns practice except to the extent otherwise required by applicable law. Reasonably in advance of the Acquired Company due date for filing any such Tax Return, Buyer shall deliver a draft of such Tax Return, together with all supporting documentation and the Subsidiariesworkpapers, to Seller for its review and reasonable comment. Buyer will cause such Tax Return (as revised to incorporate Seller’s reasonable comments) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returnswill provide a copy thereof to Seller.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basis.

Tax Returns. Seller (a) Prior to the Closing, at the Company and its Subsidiaries’ sole expense, the Company and its Subsidiaries shall prepare or cause to be prepared and timely file any Tax Return due on or before the Closing Date (taking into account any extensions) in respect of the Company and its Subsidiaries. Any such Tax Return shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable Law. (b) After the Closing, at HTA Holdings’ sole expense, HTA Holdings shall be entitled to prepare or cause to be prepared all Income income Tax Returns which include the Acquired Company or any of the Subsidiaries for all with respect to a Tax Periods Period ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause required to be filed all such Consolidated Income Tax Returns (and by or with respect to the Company or any of its Subsidiaries. HTA Holdings shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as submit such Tax Returns relate to Buyer for its review and reasonable approval no later than ten (10) Business days prior to the Acquired due date thereof. At the Company). Seller ’s sole expense, the Company shall permit Purchaser at least thirty (30) days be entitled to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for with respect to a Pre-Closing Tax Periods that are Period required to be filed by or with respect to the Company or any of its Subsidiaries after the Closing. If any Seller is liable for any Taxes shown on any such other Tax Return, the Company shall submit such Tax Return to HTA Holdings no less than ten (10) Business days prior to the due date thereof (or as soon as practicable after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to if such Tax Returns as are reasonably requested by due within ten (10) Business days after the Seller. Purchaser shall pay all Taxes due with respect to such Tax ReturnsClosing Date); provided, howeverthat the failure to so deliver such Tax Returns shall not affect any liability of any Seller with respect thereto. Prior to filing any such Tax Return, that Seller the Company shall reasonably consider any comments made in writing by HTA Holdings at least five (5) Business days prior to the due date thereof. The Sellers shall pay Purchaser (in accordance with to the procedures set forth in Section 8.03(f)) for Buyer any amount owed by Seller pursuant Indemnified Taxes shown to Section 8.03 with respect be due thereon no later than two Business Days prior to the date on which such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree Taxes are required to cause be paid to the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisapplicable Governmental Authority.

Tax Returns. DEI or Seller shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser required to be filed by or with copies of such Consolidated Income Tax Returns insofar as respect to the Company that relate to taxable periods ending on or before the Closing Date, including all such Tax Returns relate that are required to be filed after the Acquired Company)Closing Date. Seller shall permit Purchaser at least thirty (30) days Buyer shall, upon request, cause the Company to review and comment on each Separate execute any such Tax Returns required to be executed by the Company Income Tax Return in a timely manner prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax ReturnsDEI or Seller. DEI or Seller shall timely pay all Taxes due under such returns to the extent the amount thereof exceeds the amount of Taxes accrued or otherwise reflected as a Current Liability on the Final Closing Balance Sheet and/or the Final Subsequent Closing Balance Sheet, and Buyer shall, or shall cause the Company to, timely pay all Taxes due under such returns up to the amount of Taxes accrued or otherwise reflected as a Current Liability on the Final Closing Balance Sheet and/or the Final Subsequent Closing Balance Sheet. Buyer shall not amend or refile any Tax Return with respect to such Income Tax Returnsthe Company for any period ending on or before the Closing Date without the prior written consent of DEI, which consent may be granted or withheld in DEI's sole discretion. Purchaser Buyer shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of required to be filed with respect to the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due relate to taxable periods ending after the Closing Date (Date, including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such all Tax Returns as are reasonably requested by for taxable periods that begin before the Seller. Purchaser Closing Date and end after the Closing Date, and Buyer shall, or shall cause the Company to, timely pay all Taxes due with respect to under such Tax Returnsreturns; provided, however, that Seller shall pay Purchaser (in accordance with that, to the procedures set forth in Section 8.03(f)) for any extent the amount owed by Seller pursuant of Taxes attributable to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser periods before and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date (but excluding Taxes attributable to transactions following the Closing and outside of the ordinary course of business) exceeds the amount of Taxes accrued or otherwise reflected as a Current Liability on the basis that Final Closing Balance Sheet and/or the relevant Tax Period ended as Final Subsequent Balance Sheet, DEI or Seller shall pay Buyer an amount equal to the amount of such excess at least ten (10) Business Days prior to the later of the close time that (a) Buyer is required to pay such taxes and (b) Buyer provides DEI and Seller with a copy of business such returns and its determination of the portion of such Taxes attributable to the taxable period ending on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisDate.

Tax Returns. Seller (a) Shareholder will be responsible for the preparation and filing of all tax returns of Company for all periods ending on or before the Closing Date. The federal income, deductions and credits with respect to Company on such returns will be computed consistent with past practices, principles and methods. Prior to filing any such return for a taxable period ending on or before the Closing Date, Shareholder will submit such returns (if the return is a separate return of Company or if such return is a consolidated return, information regarding the reporting of income, deductions and credits with respect to Company shall be provided to Shareholder rather than the consolidated return) to Merger Subsidiary for its review, provided that Merger Subsidiary's approval of such returns or information will not be required. (b) Surviving Corporation will prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all any tax returns of Company for tax periods which begin before the Closing Date and end after the Closing Date. Prior to filing any such Consolidated Income Tax Returns (and return, Surviving Corporation shall promptly provide Purchaser with copies submit such return to Shareholder for its review, provided that Shareholder's approval of such Consolidated Income Tax Returns insofar as return will not be required. Shareholder will pay to Surviving Corporation within fifteen days after the date on which taxes are paid (e.g. the original due date of the return) with respect to such Tax Returns periods an amount equal to the portion of such taxes which relate to the Acquired Company). Seller portion of such taxable period ending on the Effective Time based on the closing of the books of Company at the Effective Time. (c) If any dispute arises regarding the amount of taxes payable by Shareholder, the parties shall permit Purchaser at least engage Price Waterhouse Coopers (the "Independent Accountant") to resolve the dispute and shall direct the Independent Accountant in the terms of the engagement that the dispute is required to be resolved within thirty (30) days after such engagement. The Independent Accountant's determination shall be final and binding on the parties. All fees and costs of the Independent Accountant shall be borne pro rata by Shareholder and Surviving Corporation in proportion to review the difference between the Independent Accountant's determination of the correct amount of taxes payable by Shareholder and comment on each Separate Company Income Tax Return of Surviving Corporation's and Shareholder's determination of such amount. Pending the Independent Accountant's resolution of any dispute submitted to it pursuant to this Section 16.1(c), Shareholder shall pay to Surviving Corporation the amount of taxes that Shareholder believes it is required to pay. Shareholder shall pay to Surviving Corporation any additional taxes determined by the Independent Accountant to be payable by it within 30 days after the Independent Accountant delivers to Shareholder and Surviving Corporation a written report detailing its determination and the basis therefor. The tax returns filed by Surviving Corporation prior to filing the Independent Accountant's resolution of the dispute shall be amended by the Surviving Corporation as necessary to reflect the Independent Accountant's determination. (d) Shareholder, Parent and Surviving Corporation shall make such revisions as are cooperate fully, to the extent reasonably requested by the Purchaserother party, in connection with the filing of tax returns pursuant to this Section and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due any audit, litigation or proceeding with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returnsthereto.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basis.

Tax Returns. (a) Seller shall prepare or shall cause to be prepared all Income (i) any Combined Tax Returns which include the Acquired Company Return that includes Seller or any of its Affiliates, on the Subsidiaries one hand, and the Company, on the other hand, and (ii) any Tax Return (other than any Combined Tax Return described in (i)) that is required to be filed by or with respect to the Company for all Tax Periods ending any taxable period that ends on or prior to before the Closing Date which are filed after the (a “Pre-Closing Date and Separate Tax Return”). Seller shall timely file or cause to be filed all such Consolidated Income 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). Pre-Closing Separate Tax Returns (shall be prepared in accordance with law and shall promptly provide Purchaser with copies the past practices of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit deliver, or shall 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 to review and comment on each Separate Company Income Tax Return prior to the due date for filing and shall make such revisions as are reasonably requested by the PurchaserTax Returns (taking into account any extensions), and Purchaser shall execute timely file or cause to be filed such Tax Returns. Purchaser shall not amend or revoke any Combined Tax Return or any Pre-Closing Separate Tax Return (or any notification or election relating thereto), unless required by law, without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. At Seller’s reasonable request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 8.3(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the Company. (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 8.3(a), Purchaser shall prepare and timely file such Separate Company Income or cause to be prepared and timely filed all Tax Returns. Seller shall pay all Taxes due Returns with respect to the Company. In the case of any such Income Tax Returns. Return for a Straddle Period (a “Straddle Period Separate Tax Return”), Purchaser shall prepare or cause to be prepared (on such Tax Return in a basis manner consistent with past Tax Returns Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any such Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller Returns at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Sellerdue date thereof (taking into account any extensions). Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to revise 55 such Straddle Period Separate Company Income Tax Return to reflect any reasonable comments received from Seller not later than fifteen (15) days before the due date thereof (taking into account any extensions). Purchaser shall not amend or revoke any such Straddle Period Separate Tax Returns (or any notification or election relating thereto), unless required by Law, without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s reasonable request and expense, Purchaser shall file, or cause to be filed, amended Straddle Period Separate Tax Returns. Purchaser and . (c) Notwithstanding anything to the contrary in this Agreement, in no event shall Seller agree be required to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a provide any Person with any Tax Return filed on or copy of any Tax Return of (i) Seller or (ii) a consolidated, combined, or unitary group that basisincludes Seller (including any Combined Tax Return).

Tax Returns. (a) Parent and Seller shall prepare or join and Seller shall cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries to join, for all Tax Periods any taxable year or portion thereof ending on or prior to the Closing Date Date, in (i) the consolidated federal Income Tax Returns and (ii) any combined, consolidated or unitary state or local income or franchise tax returns with respect to which the Seller and the Subsidiaries are filed after required to be included or have been included in accordance with the Closing Date and most recent past practice of the Seller. Seller shall file properly prepare (or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiariesprepared) and timely file (or cause to be timely filed filed) all other applicable separate company state, local, and foreign Income Tax Returns of the Acquired Company Seller and the Subsidiaries for Pre-any taxable year ending on or before the Closing Tax Periods that are due after Date, and Seller or the Subsidiaries, as applicable, shall timely and fully pay all Income Taxes shown thereon. Purchaser shall, subject to Seller's consent (which shall not be withheld unreasonably), properly prepare (or cause to be prepared), and Purchaser shall file (or cause to be timely filed) all separate company income and franchise tax returns of the Subsidiaries for any taxable year or period commencing prior to the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) and ending subsequent to the Closing Date. Purchaser shall permit provide drafts of such returns to Seller at least thirty (30) days to for Seller's review and comment on each such Tax Return no later than 30 days prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Sellerfiling. Purchaser shall pay accept all Taxes due reasonable comments of the Seller with respect to such Tax Returns; provided, however, that Seller . All such returns shall pay Purchaser (in accordance be consistent with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 most recent equivalent returns filed with respect to such Straddle Period Separate Company Income Tax ReturnsSubsidiaries. Seller shall, upon written notice from Purchaser, provide Purchaser with funds to timely pay the portion of the tax liability shown on such income or franchise tax returns which is described as being the responsibility of the Seller under this Agreement, and Purchaser shall timely pay over (or cause to be paid over) such amounts to the appropriate authority. (b) Subject to Seller agree to cause the Acquired Company and the Seller's Subsidiaries making or causing to be made the payments required by it and providing the information it is required to provide or cause to be provided hereunder, Purchaser shall prepare and file all other Tax Returns required of Seller and Seller's Subsidiaries (including without limitation all information returns and payee statements required under the Code or applicable state law for the periods including entire calendar year), shall cause to be paid all Taxes payable with respect thereto, and shall cause to be reported on such Tax Returns any transactions or payments by or relating to Seller, and Seller's subsidiaries occurring after the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisDate.

Tax Returns. Seller (i) ▇▇▇▇▇▇▇▇ HoldCo shall prepare or cause to be prepared all Income each Tax Returns which include Return of the Acquired Company or any of the Subsidiaries Company Subsidiary for all a Pre-Closing Tax Periods ending Period that is required to be filed on or prior to the Closing Date which are filed after the Closing Date (each, a “Pre-Closing Tax Return”). Each Pre-Closing Tax Return shall be prepared in a manner consistent with past practice except to the extent required by applicable Law. Not later than 30 days prior to the due date (including extensions) for filing each such Pre-Closing Tax Return, ▇▇▇▇▇▇▇▇ HoldCo shall deliver a draft of such Pre-Closing Tax Return, together with all supporting documentation and workpapers, to New Parent for its review and comment. ▇▇▇▇▇▇▇▇ HoldCo shall file consider in good faith any comments received from New Parent not less than 15 days prior to the due date (including extensions) for filing such Pre-Closing Tax Return. Not later than five (5) days prior to the due date for filing such Pre-Closing Tax Return, ▇▇▇▇▇▇▇▇ HoldCo shall provide such revised Pre-Closing Tax Return to New Parent (executed, as may be required, by any present or former authorized owners or officers of the Company) for filing by New Parent with the appropriate Governmental Authority, and New Parent shall cause such Pre-Closing Tax Return (as revised to incorporate New Parent’s comments agreed to by ▇▇▇▇▇▇▇▇ HoldCo) to be timely executed and filed and cause all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar Taxes shown as such Tax Returns relate due thereon to the Acquired Company)be timely paid. Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller ▇▇▇▇▇▇▇▇ HoldCo shall pay all to New Parent the amount of any Pre-Closing Taxes due with respect to such Income Pre-Closing Tax Returns. Purchaser Return no later than five (5) Business Days prior to the due date for payment of Taxes with respect to such Pre-Closing Tax Return. (ii) New Parent shall prepare or cause to be prepared each Tax Return of the Company or any Company Subsidiary for a Straddle Period (on each, a basis “Straddle Tax Return”). Each Straddle Tax Return shall be prepared in a manner consistent with past practice except to the extent required by applicable Law. Not later than 30 days prior to the due date (including extensions) for filing such Straddle Tax Returns Return, New Parent shall deliver a draft of such Straddle Tax Return, together with all supporting documentation and workpapers, to ▇▇▇▇▇▇▇▇ HoldCo for its review and comment. New Parent shall (A) consider in good faith any comments received from ▇▇▇▇▇▇▇▇ HoldCo not less than 15 days prior to the Acquired Company and the Subsidiariesdue date (including extensions) and timely file or for filing such Straddle Tax Return, (B) cause such Straddle Tax Return (as revised to incorporate ▇▇▇▇▇▇▇▇ HoldCo’s comments agreed to by New Parent) to be timely executed and filed and all other Taxes shown as due thereon to be timely paid, and (C) provide a copy thereof to ▇▇▇▇▇▇▇▇ HoldCo. ▇▇▇▇▇▇▇▇ HoldCo shall pay to New Parent the amount of any Pre-Closing Taxes with respect to such Straddle Tax Returns Return no later than five (5) Business Days prior to the due date for payment of Taxes with respect to such Straddle Tax Return. (iii) If, in accordance with this Section 6.3(a), the Acquired Company and Parties are unable to agree on the Subsidiaries for finalization of a Pre-Closing Tax Periods that are due after the Closing Date (including any Return or Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to the due date (including extensions) for filing and such Pre-Closing Tax Return or Straddle Tax Return, then (i) New Parent shall make file such revisions Pre-Closing Tax Return or such Straddle Tax Return, as applicable, in accordance with, as applicable, ▇▇▇▇▇▇▇▇ HoldCo’s position relating to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due disputed items (with respect to a Pre-Closing Tax Return) or New Parent’s position relating to such disputed items (with respect to a Straddle Tax Returns; providedReturn), however, that Seller (ii) the disputed items shall pay Purchaser (be resolved by the Independent Accountant in accordance with the procedures set forth in Section 8.03(f2.6(c)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser , whose determination shall be final and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date binding on the basis that Parties, and (iii) to the relevant extent the Independent Accountant’s determination differs from the position taken on the previously filed Pre-Closing Tax Period ended Return or Straddle Tax Return, as applicable, New Parent shall amend (and, if necessary, ▇▇▇▇▇▇▇▇ Holdco shall cooperate to amend) such Pre-Closing Tax Return or Straddle Tax Return, as applicable, as need be to reflect the determination of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Independent Accountant. All costs related to preparing and filing such amended Tax Return filed on that basiswill be borne by New Parent and ▇▇▇▇▇▇▇▇ HoldCo in the same proportion as any fees related to the Independent Accountant are borne as set forth in Section 2.6(c).

Tax Returns. Seller (i) Aon shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any income of the Company and the Subsidiaries on its consolidated federal income Tax Return for all Tax Periods years or periods ending on (and including) or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company)Date. Seller and Aon shall permit Purchaser at least thirty (30) days cause the Company and the Subsidiaries to review and comment on each Separate Company Income join in Aon’s consolidated federal income Tax Return prior to filing and shall make such revisions as are reasonably requested by the PurchaserReturn, and Purchaser shall execute in jurisdictions requiring separate reporting from Aon, to file separate company state and timely file such Separate Company Income local income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed when due (taking into account all other extensions properly obtained) all income Tax Returns of required to be filed with respect to the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after taxable years or periods ending on or prior to the Closing Date Date. Seller shall prepare such Tax Returns consistent with past practice of the Company and the Subsidiaries and shall provide Buyer pro forma copies of such Tax Returns (including any Straddle Period Separate or relevant excerpts of such Tax Returns) prior to the filing thereof and to the extent such Tax Returns are separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and , shall make such revisions to such Tax Returns as are reasonably requested by the SellerBuyer. Purchaser Seller shall pay all remit, or cause to be remitted, any Taxes due in respect of such Tax Returns to the appropriate taxing authority. (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 by or with respect to the Company and the Subsidiaries after the Closing Date and all Straddle Period Tax Returns. Buyer shall permit Seller to review and comment on each such Tax ReturnsReturn relating to a taxable year or period ending on or prior to the Closing Date or relating to the portion of the Straddle Period ending on the Closing Date prior to filing such Tax Return and shall make such changes as are reasonably requested by Seller. Buyer shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns to the appropriate taxing authority. Subject to Section 8.1(a), Seller shall pay to Buyer, within fifteen (15) days after the date on which such Taxes are paid, that amount equal to the Taxes of the Company and the Subsidiaries attributable to taxable years or periods ending on or prior to the Closing Date or the portion of the Straddle Period ending on the Closing Date. (iii) Unless otherwise required by applicable Law, none of Buyer or any Affiliate of Buyer shall (or shall cause or permit the Company or the Subsidiaries to) amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company or the Subsidiaries with respect to any taxable year or period ending on or before the Closing Date (or with respect to any Straddle Period) without the prior written consent of Seller to the extent such amendment, refiling or modification could increase the Tax liabilities for which Seller may be liable under this Agreement. (iv) Buyer shall promptly cause the Company and each Subsidiary to prepare and provide to Seller such Tax information as Seller reasonably requests to enable Aon to prepare and file all Tax Returns required to be prepared and filed by it pursuant to Section 8.1(b)(i). Buyer shall cause such information to be delivered to Aon as soon as practicable after such request; provided, however, that so long as Seller shall pay Purchaser (in accordance with makes such request at least 90 days prior to the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that due date of the relevant Tax Period ended as of Return, Buyer shall provide such information no later than 60 days prior to the close of business on the Closing Date unless date the relevant Tax Authority will not accept a Tax Return is required to be filed on that basis(after taking into account all applicable extensions).

Tax Returns. Seller (i) The Securityholders’ Agent shall prepare or cause to be prepared and cause to be timely filed, all Income Tax Returns which include of the Acquired Company and each of the Subsidiaries due (after taking into account all appropriate extensions) on or prior to the Closing Date and all income Tax Returns of the Company and each of the Subsidiaries for all periods ending on or prior to the Closing Date, whether to be filed before, on or after the Closing Date (“Seller Prepared Returns”). Such Tax Returns shall be prepared on a basis consistent with existing procedures and practices and accounting methods unless otherwise required by Applicable Law. At least 30 days prior to the due date of any Seller Prepared Return, the Securityholders’ Agent shall submit such Seller Prepared Return to Acquirer for review. The Securityholder’s Agent shall cause the tax preparer to incorporate any reasonable comments made by Acquirer. Acquirer shall cause the Company or applicable Subsidiary of the Company to sign and timely file the Seller Prepared Return due after the Closing Date in the form submitted by the Securityholders’ Agent (as adjusted to reflect Acquirer’s reasonable comments). (ii) Acquirer shall cause the Company and its Subsidiaries to prepare and timely file all Tax Returns (other than Seller Prepared Returns) of the Company and each its Subsidiaries due after the Closing Date (the “Acquirer Prepared Returns”). To the extent that an Acquirer Prepared Return relates to a Pre-Closing Tax Period or a Straddle Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices and accounting methods unless otherwise required by Applicable Law. At least 30 days prior to the due date of any Acquirer Prepared Return that shows Pre-Closing Income Taxes or that relates to a Pre-Closing Tax Period, Acquirer shall provide a draft of such Tax Return to the Securityholders’ Agent for the Securityholders’ Agent’s review and comment. Acquirer shall cause the Company or applicable Subsidiary of the Company to incorporate any reasonable comments made by the Securityholders’ Agent in the Tax Return actually filed. (iii) To the extent such action will increase the Company Securityholders’ indemnification obligations under this Agreement, Acquirer shall not, and shall not allow the Company or any of the Subsidiaries to amend any Tax Return of the Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods Period without the prior written consent of the Securityholders’ Agent (which will not be unreasonably withheld, delayed, or conditioned) unless such amendment is required by Applicable Law. Prior to entering into any voluntary disclosure agreement with any Governmental Entity that are due after relates to Taxes of the Company or any of the Subsidiaries for any Pre-Closing Date (including Tax Period, Acquirer shall consult with the Securityholders’ Agent and consider in good faith any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested reasonable comments made by the SellerSecurityholders’ Agent. Purchaser All liabilities that arise pursuant to any such voluntary disclosure agreements in any applicable jurisdiction shall pay all Taxes due be apportioned in good faith in a fair and reasonable between the Company and any of the applicable Subsidiaries, on the one hand, and Acquirer and any of its applicable subsidiaries that pursue a similar voluntary disclosure agreement in such jurisdiction, on the other hand. (iv) The Company Securityholders and Acquirer agree that no election under Code Section 338(g) shall be made with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as acquisition of the close shares of business on the Closing Date unless Company or any Subsidiary of the relevant Tax Authority will not accept a Tax Return filed on that basisCompany contemplated by this Agreement.

Tax Returns. Seller (a) The Sellers shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns with respect to the Purchased Assets or the Purchased Entities for any Pre-Closing Tax Period (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as other than a Straddle Period). All such Tax Returns relate shall be prepared in a manner consistent with past practice, unless otherwise required by Law. The Sellers shall provide Buyer with a copy of any such Tax Return that is required to be filed by a Purchased Entity after the Acquired Company). Seller shall permit Purchaser Closing Date at least thirty (30) days prior to review and comment on each Separate Company Income the last date (giving effect to any valid extensions thereof) for timely filing such Tax Return prior to filing (or such shorter period as is reasonable taking into account the applicable taxable period, due date and Taxes) for Buyer’s review, comment and approval. The Sellers shall make such revisions as are reasonably requested incorporate all reasonable comments provided by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due Buyer with respect to such Income Tax Returns. Purchaser To the extent necessary to comply with applicable Law, Buyer shall execute or cause to be executed and file or cause to be filed any such Tax Return as prepared by Sellers. Buyer shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely shall file or cause to be timely filed all other Tax Returns of with respect to the Acquired Company Purchased Assets and the Subsidiaries Purchased Entities for Pre-Closing Tax all Straddle Periods that are due required to be filed after the Closing Date (including Date; provided that such Tax Returns shall be prepared in a manner consistent with past practice, unless otherwise required by Law. Before filing any Tax Return with respect to any Straddle Period Separate Company Income Period, Buyer shall provide the Sellers with a copy of such Tax Returns.) Purchaser shall permit Seller Return at least thirty (30) days prior to review and comment on each the last date (giving effect to any valid extensions thereof) for timely filing such Tax Return prior (or such shorter period as is reasonable taking into account the applicable taxable period, due date and Taxes) accompanied 53 by a statement calculating in reasonable detail Sellers’ indemnification obligation, if any, pursuant to filing and Section 8.1(a). Buyer shall make such revisions to such Tax Returns as are reasonably requested incorporate all reasonable comments provided by the Seller. Purchaser shall pay all Taxes due Sellers with respect to such Tax Returns; providedReturns to the extent such comments relate to Taxes for which the Sellers are liable pursuant to this Agreement. If for any reason the Sellers do not agree with Buyer’s calculation of its indemnification obligation, howeverthe Sellers shall notify Buyer of its disagreement within fifteen (15) Business Days of receiving a copy of the Tax Return and Buyer’s calculation (or such shorter period as is reasonably requested by Buyer taking into account the applicable taxable period, that Seller due date and Taxes). If the Parties are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Buyer shall pay Purchaser file the Tax Return as originally prepared (in accordance with but, reflecting any items on which the procedures Parties have agreed) and shall later amend such Tax Return if necessary following the resolution of such dispute pursuant to the method set forth in Section 8.03(f8.6. If the Sellers agree with Buyer’s calculation of its indemnification obligation, the Sellers shall pay to Buyer the amount of the Sellers’ indemnification at the time specified in Section 8.1(d). (b) for Unless otherwise required by Law, Buyer shall not (and shall not cause or permit the Purchased Entities to) amend, refile or otherwise modify any amount owed by Seller pursuant Tax Return relating to Section 8.03 the Purchased Entities with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree any taxable period that ends on or prior to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on without the basis that the relevant Tax Period ended as prior written consent of the close of business on the Closing Date unless the relevant Tax Authority will Sellers, which consent shall not accept a Tax Return filed on that basisbe unreasonably withheld, conditioned or delayed.

Tax Returns. Seller shall prepare or cause to The parties agree that each of Empire and Regis will be prepared responsible for the timely filing of all Income Tax Returns which include for the Acquired Company or any of the Subsidiaries for all Tax Periods taxable periods ending on or prior to before the Closing Date which with respect to the Empire Business and CLIC and Regis Business and the Regis Subsidiaries, respectively. Where permitted under applicable law, Empire (or, if permitted, Newco) shall cause the taxable year of Empire Sub and CLIC to end on the Closing Date and Regis (or, if permitted, Newco) shall cause the taxable year of each Regis Subsidiary to end on the Closing Date. Each of Newco, the Regis Subsidiaries and the Empire Business will exert their reasonable efforts in providing information requested by Regis and Empire in order for Regis and Empire to prepare and file all required Tax Returns on a timely basis. All Tax Returns shall be prepared in a manner consistent with past practice. The Parties understand that the Regis Subsidiaries are filed after each separately responsible for all Taxes properly due and payable by them, including a portion of consolidated, unitary, or combined Taxes properly attributable to them. To the extent that Taxes owed have not been paid or are not properly accrued on the books of the Regis Subsidiaries and included in the calculation of the ▇▇▇▇▇ ▇▇▇▇ Amount (and in the case of such Taxes accrued but unpaid as of December 31, 2006, are not included as Current Liabilities in the calculation of Special Working Capital), Regis agrees that it will be ultimately responsible for the Tax liabilities of the Regis Subsidiaries for taxable periods ending on or before the Closing Date and shall file or cause to also be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies ultimately responsible for the payment of such Consolidated Income Tax Returns insofar as such Tax Returns relate any Taxes owed that are attributable to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review portion of a period ending on the Closing Date in case of a taxable period that begins before the Closing Date and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due ends after the Closing Date (including “Straddle Period”). To the extent that Taxes owed have not been paid, reflected in the calculation of the Empire Cash Amount or accrued by Empire as of December 31, 2006, Empire shall be responsible for the payment of any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due owed with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns of CLIC or the Empire Business for the taxable periods including ending on or before the Closing Date on and shall also be responsible for the basis payment of any Taxes owed that are attributable to the relevant Tax Period ended as portion of the close of business a period ending on the Closing Date unless in case of a Straddle Period. Amounts for Taxes owed pursuant to the foregoing sentence (whether or not accrued by Empire as of December 31, 2006) shall be either (i) paid by Empire prior to Closing or (ii) to the extent not paid prior to Closing, assumed by Newco in the Empire Contribution and paid by Newco after Closing (without any right of contribution or reimbursement from Empire), and, in either such case, to the extent that such Taxes have not have not been accrued by Empire as of December 31, 2006 and have not otherwise been taken into account in the calculation of the Empire Cash Amount, such Taxes shall be included in the calculation of the Empire Cash Amount.. To the extent that Taxes previously paid by Regis or Empire on behalf of the Regis Subsidiaries or Empire Business, respectively, (including any estimated tax payments for a current year) exceeds the Tax liability for such period (or portion thereof), resulting in an overpayment of Taxes for that period (or portion thereof), Regis or Empire, as the case may be, shall be entitled to any refund (or credit) of such overpayment, but only to the extent, with respect to any refund attributable to a Regis Subsidiary for a period prior to December 31, 2006, such refund (or tax overpayment) was not reflected in the Special Working Capital. The parties will provide reasonable cooperation to the other in obtaining such refund or credit. For purposes of this Section 7.7(a), in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax that is attributable to the portion of such taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount that would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. For each of the Straddle Period Tax Authority will not accept Returns, upon completion and filing of the Tax Returns, each of Empire and Regis shall be provided with a copy of the Tax Return filed on and a calculation allocating the Tax liability between Regis, Empire and Newco, the amount of Tax previously paid by Regis or Empire against that basisTax, and the amount of Tax payable to or due from Regis or Empire with respect to that Tax. Proper support for the calculation will be provided.

Tax Returns. (a) Seller shall prepare and timely file all Tax Returns of the Acquired Companies that are required to be filed for any Tax period ending on or before the Closing Date in accordance with past practices, except as required by applicable Law. For any such Tax Returns that are due after the Closing Date, Buyer shall cause the Acquired Companies to file such Tax Returns and shall have the right to review and comment on any such Tax Returns, which Seller shall consider in good faith. (b) Buyer shall timely file (or cause to be prepared timely filed) all Income Tax Returns which include of the Acquired Company or Companies that are required to be filed for any of the Subsidiaries for all Tax Periods ending on or prior Straddle Period, and without prejudice to the Closing Date which are filed after the Closing Date and Buyer’s rights under Section 9.2(d), Buyer shall file pay or cause to be filed paid all Taxes due upon filing such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as Returns. All such Tax Returns relate to the Acquired Company)shall be prepared in a manner consistent with past practice, except as required by applicable Law. Seller shall permit Purchaser be permitted to review any such Tax Return: (i) if the filing is required within thirty (30) Business Days after the Closing Date, reasonably prior to filing, (ii) if the filing is in respect of value added Taxes, at least five (5) Business Days prior to the filing deadline; or (iii) in the case of all other filings, at least thirty (30) days to review and comment on each Separate Company Income Tax Return Business Days prior to the filing deadline, and Buyer shall make revise such Tax Returns to reflect Seller’s reasonable comments to the extent such revisions as relate solely to the Pre-Closing Tax Period, are reasonably requested by consistent with past Tax reporting practices of the PurchaserAcquired Companies, are not inconsistent with applicable Law, and Purchaser are received at least five (5) Business Days prior to the filing deadline (taking into account available extensions). Buyer shall execute and timely not file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare (or cause to be prepared (on a basis consistent with past filed) any such Tax Returns without the written consent of the Acquired Company and the SubsidiariesSeller, which consent shall not be unreasonably withheld or delayed. (c) and timely file Any refund or cause credit of Taxes paid prior to be timely filed all other Tax Returns Closing in respect of the Acquired Company and the Subsidiaries for a Pre-Closing Tax Periods that are due Period (or paid by Seller after the Closing), or of Taxes taken into account in Closing Date Net Working Capital, or any Tax benefit or reduction (including as a result of any Straddle overpayment of Taxes in a Pre-Closing Tax Period) received by Buyer or any of its Affiliates in cash or as a direct offset to current cash Taxes in respect of any Acquired Company in respect of a Post-Closing Tax Period, which Tax benefit or reduction is attributable to a Pre-Closing Tax Period Separate (but not including the utilization of any Tax attribute (including Tax basis, loss carryovers, credits or similar items) of an Acquired Company Income existing at Closing or carried over from a Pre-Closing Tax Returns.Period) Purchaser (each, a “Tax Benefit”) shall permit be for the account of Seller at least thirty except to the extent any such Tax Benefit (30i) was considered in the determination of the Final Adjustment Report pursuant to Section 2.4 or (ii) arose from the carryback of a Tax attribute (such as a loss or a deduction) arising in a Post-Closing Tax Period. Buyer shall, and shall cause its Affiliates to, take commercially reasonable efforts to obtain all available Tax Benefits and shall forward, and shall cause its Affiliates to forward, to Seller the amount of the Tax Benefit within ten (10) days to review and comment on each after such Tax Return prior Benefit is received or after such Tax Benefit is allowed or applied against another Tax liability, as the case may be. Seller shall bear all reasonable expenses incurred by the Buyer to filing obtain any such Tax Benefits under this Section 6.3(c) and shall make promptly reimburse Buyer for any such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; expenses, provided, however, that Buyer shall promptly notify Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for of any amount owed by Seller pursuant anticipated material expenses prior to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisincurring them.

Tax Returns. The following provisions shall govern the allocation of responsibility and payment of Taxes as between the Ashford Select Entities and Seller for certain Tax matters following the Closing Date: (a) Seller shall prepare or cause to be prepared and file or cause to be filed, subject to the review and reasonable approval of the Ashford Select Entities, all Income Tax Returns which include the Acquired Company or any for each of the Subsidiaries Purchased Entity and Subsidiary Entities for all Tax Periods periods ending on or prior to the Closing Date which that are required to be filed after the Closing Date. The Ashford Select Entities hereby recognize Seller’s authority to execute and file, on behalf of the Purchased Entity and Subsidiary Entities, all such Tax Returns (and agrees to take all action necessary to ensure such authorization in conformity with applicable Law and principles of good governance generally). To the extent not otherwise paid by the Seller to the appropriate taxing authority, Seller shall reimburse the applicable Ashford Select Entity for Taxes of the Purchased Entity or Subsidiary Entity with respect to all such Tax Returns within fifteen (15) Business Days after payment by an Ashford Select Entity and/or the Purchased Entity or Subsidiary Entity of such Taxes. All such Tax Returns shall be prepared in a manner that is consistent with the past custom and practice of the Purchased Entity, except as required by a change in applicable Law. (b) The Ashford Select Entities shall prepare or cause to be prepared and file or cause to be filed, subject to the review and reasonable approval of Seller, any Tax Returns of the Purchased Entity and any Subsidiary Entities for Tax periods which begin before the Closing Date and end after the Closing Date. The Seller shall pay to the applicable Ashford Select Entity, within fifteen (15) Business Days before the date on which Taxes are to be paid with respect to such periods, an amount equal to the portion of such Taxes which relates to the portion of such Tax period ending on the Closing Date. For purposes of this Section 6.1(b) and Section 7.1(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Tax period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income, gains or receipts (including sales and use taxes), or employment or payroll Taxes, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any Tax based upon or related to income, gains or receipts (including sales and use taxes), or employment or payroll Taxes, be deemed equal to the amount which would be payable if the relevant Tax period ended on the Closing Date. Any credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with reasonable prior practice of the Purchased Entity or the Subsidiary Entities, as applicable. (c) The Ashford Select Entities shall prepare and cause to be prepared and file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisPurchased Entity or any Subsidiary Entities.

Tax Returns. (a) Seller shall prepare (or cause to be prepared prepared) (i) all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods Transferred Entities or in respect of the Transferred Assets or the Business with respect to taxable periods ending on or before the Closing Date (“Pre-Closing Tax Returns”) and (ii) all Combined Tax Returns. Pre-Closing Tax Returns of the Transferred Entities shall be prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to Purchaser for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) any Pre-Closing Date which are filed Tax Return with respect to a Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall file or cause consider in good faith any reasonable written comments that Purchaser submits to be filed all such Consolidated Income Tax Returns Seller no later than ten (and shall promptly provide Purchaser with copies 10) days following the delivery of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Pre-Closing Tax Return prior to filing and shall make Seller such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Pre-Closing Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax ReturnsReturn. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file (or cause to be timely filed filed) all other Tax Returns of the Acquired Company and the Subsidiaries for such Pre-Closing Tax Periods that are Returns due after the Closing Date (including any Straddle Period Separate Company Income applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns.) Purchaser and Seller shall permit Seller at least thirty timely file (30or cause to be timely filed) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such all Pre-Closing Tax Returns as are reasonably requested by with respect to the SellerTransferred Assets and all Combined Tax Returns. Purchaser Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the extent Seller is liable for such Taxes pursuant to Section 11.07. (b) Purchaser shall prepare and timely file (or cause to be prepared and timely filed) all Tax Returns required to be filed by the Transferred Entities or with respect to the Business or the Transferred Assets with respect to Straddle Periods other than the Tax Returns covered in Section 8.04(a) (collectively, “Straddle Period Tax Returns; provided”). All such Straddle Period Tax Returns shall be prepared on a basis consistent with past practices of the applicable Transferred Entity or, howeverin the case of the Transferred Assets, the Business, except as otherwise required by Law. Purchaser shall deliver to Seller for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions), a copy of any such Straddle Period Tax Return proposed to be filed. Purchaser shall consider in good faith any reasonable written comments to any such Straddle Period Tax Return that Seller shall pay submits to Purchaser no later than ten (in accordance with 10) days following the procedures set forth in delivery of such Straddle Period Tax Return to Seller. To the extent Seller is responsible pursuant to Section 8.03(f)) 11.07 for any amount owed by Seller pursuant to Section 8.03 of Taxes due with respect to such Straddle Period Separate Company Income Tax Returns. , Seller shall pay Purchaser such amount at least five (5) days before such Tax Return is due. (c) Purchaser and Seller agree shall act in good faith to cause resolve any disputes concerning any item on a Tax Return described in Sections 8.04(a) or 8.04(b). If Purchaser and Seller cannot resolve any disputed item, the Acquired Company item in question shall be resolved by the Accounting Arbitrator. The costs, fees and expenses of the Subsidiaries Accounting Arbitrator shall be borne equally by Purchaser and Seller. If Purchaser and Seller are unable to file all resolve any such dispute prior to the date on which the relevant Tax Returns Return is required to be filed, any such Tax Return shall be filed in the manner that the party responsible for filing such Tax Return pursuant to Section 8.04(a) or 8.04(b) deems correct, and such Tax Return shall be amended as necessary to reflect the periods final resolution of such dispute. (d) Except as contemplated by this Agreement (including Section 8.06), Purchaser and its Affiliates (including after the Closing, the Transferred Entities) shall not, without the consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, (a) amend, refile, revoke or otherwise modify any Tax Return or Tax election with respect to a Pre-Closing Tax Period, (b) make any Tax election or change any accounting period or method with retroactive effect to any Pre-Closing Tax Period or that could otherwise be reasonably be expected to increase the Tax liability of Seller or its Affiliates with respect to a Pre-Closing Tax Period, or (c) take any action to extend the applicable statute of limitations with respect to any Tax Return for a Pre-Closing Tax Period. (e) The parties hereto shall, to the extent permitted under applicable Tax Law, elect to treat the Closing Date on as the basis that the relevant Tax Period ended as last day of any taxable period of the close of business on Transferred Entities that includes the Closing Date unless the relevant Date; provided that no party shall be required to amend any articles of association, change any financial accounting period, or otherwise take any action other than solely for Tax Authority will not accept a Tax Return filed on that basispurposes.

Tax Returns. Seller (a) Revelyst shall prepare prepare, or cause to be prepared prepared, all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior that are required to the Closing Date which are be filed after the Closing Date and shall file for any Pre-Closing Tax Periods (other than Straddle Periods) with respect to Vista Outdoor or cause to be filed all such Consolidated Income any of its Subsidiaries (including any Tax Returns that include members of the Revelyst Group but excluding any Revelyst Tax Returns) (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired CompanyReturns, “Revelyst Prepared Returns”). Seller Revelyst shall permit Purchaser provide Vista Outdoor with a draft of any such Revelyst Prepared Return for review and comment at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and the due date thereof (or, in the case of any Revelyst Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable). Revelyst shall make revise such revisions as Revelyst Prepared Return to reflect reasonable comments of Vista Outdoor provided at least ten (10) days prior to the due date thereof to the extent such comments are reasonably requested consistent with the Agreed Tax Principles. The applicable Party required by the Purchaser, and Purchaser Law to file such Revelyst Prepared Returns shall execute and timely file any such Separate Company Income Tax Revelyst Prepared Returns. Seller At least three days prior to the filing of any Revelyst Prepared Return, if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay all to Vista Outdoor an amount equal to the amount of Indemnified Taxes due with respect to such Income Tax Returns. Purchaser Revelyst Prepared Return. (b) Vista Outdoor shall prepare prepare, or cause to be prepared (on a basis consistent with past prepared, all Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause that are required to be timely filed all after the Closing Date for any Straddle Periods with respect to Vista Outdoor or any of its Subsidiaries (other than Revelyst Tax Returns of Returns) (such Tax Returns, “Vista Outdoor Prepared Returns” and together with the Acquired Company and the Subsidiaries for Revelyst Prepared Returns, “Pre-Closing Tax Periods that are due after the Closing Date (including Returns”). Vista Outdoor shall provide Revelyst a draft of any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller Vista Outdoor Prepared Return for its review and comment at least thirty (30) days prior to review the due date thereof (or, in the case of any Vista Outdoor Prepared Return that is due less than thirty (30) days after the Closing Date, as soon as reasonably practicable). Vista Outdoor shall revise such Vista Outdoor Prepared Return to reflect reasonable comments of Revelyst provided at least ten (10) days prior to the due date thereof to the extent such comments are consistent with the Agreed Tax Principles. The applicable Party required by Law to file such Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. (c) The Parties shall prepare (or cause to be prepared) all Pre-Closing Tax Returns (i) in a manner consistent with (A) the past practice of Vista Outdoor or the applicable Subsidiary to the extent such past practices are supportable at a “more likely than not” or higher level of comfort and comment on each (B) the Intended Tax Treatment and (ii) treating Transaction Tax Deductions as accruing immediately before the Closing to the extent such accrual is supportable at a “more likely than not” or higher level of comfort (clauses (i) and (ii), the “Agreed Tax Principles”); provided that, if the Party reviewing the Tax Return objects to whether a position is supportable at a “more likely than not” or higher level of comfort, the Party preparing the Tax Return shall provide confirmation from an internationally recognized public accounting firm or a nationally recognized law firm that such position is supportable at a “more likely than not” or higher level of comfort. Notwithstanding anything in this Section 4.02 or Section 4.04 to the contrary, the applicable Party required (or whose Affiliate is required) by Law to file any Revelyst Prepared Return or Vista Outdoor Prepared Return shall be entitled to timely file (or cause to be filed) such Tax Return prior to filing and shall make such revisions (prepared in accordance with this Section 4.02); provided that, following a written agreement signed by the Parties or a final resolution (which cannot be further reviewed or appealed) of the Parties’ dispute as to such Tax Returns Return, the applicable Party shall as are promptly as reasonably requested by practicable file an amended Tax Return consistent with such agreement or resolution. Subject to the Seller. Purchaser preceding two sentences, disputes over the preparation of any Pre-Closing Tax Return shall pay all Taxes due with respect be subject to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)4.04. (d) for any amount owed by Seller pursuant For avoidance of doubt, Vista Outdoor (x) shall prepare and file (or cause to Section 8.03 be prepared and filed) all Tax Returns with respect to such Straddle Period Separate Company Income Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns. Purchaser Returns and Seller agree (y) shall conduct (or cause to cause the Acquired Company and the Subsidiaries to file be conducted) all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as Contests relating to Taxes of Vista Outdoor or other members of the close of business on the Closing Date unless the relevant Vista Outdoor Group that are not Revelyst Tax Authority will not accept a Contests or Vista Outdoor Tax Return filed on that basisContests.

Tax Returns. Seller (i) The Sellers shall prepare prepare, or cause to be prepared prepared, all IR Federal and Consolidated Income Tax Returns which in respect of the Sold Companies for all taxable periods. The Sellers shall timely file, or cause to be filed, all such IR Federal and Consolidated Income Tax Returns. For the avoidance of doubt, the Asset Sellers shall include the income derived from the Acquired Company or any of Assets for the Subsidiaries for all Tax Periods period ending on or prior to the Closing Date which are in their Income Tax Returns for the taxable period that includes the Closing Date (“Asset Sellers’ Tax Returns”). The Sellers shall timely pay to the relevant Taxing Authority all Taxes due in connection with any such IR Federal and Consolidated Income Tax Returns and Asset Sellers’ Tax Returns. Sellers agree to inform the Buyers of any position taken on any such IR Federal and Consolidated Income Tax Return with respect to the Sold Companies or the Acquired Assets that is contrary to past practice and that would have a material adverse impact on the Sold Companies or the Acquired Assets in a taxable period after the Closing Date. (ii) The Buyers shall prepare, or cause to be prepared, all other Tax Returns in respect of the Sold Companies or the Acquired Assets required to be filed after the Closing Date and (“Buyer Tax Returns”). Such Buyer Tax Returns shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period taxable period ended as of the close of business on the Closing Date (unless the relevant Tax Taxing Authority will not accept a Tax Return filed on that basis). In the case of any Buyer Tax Return that includes any period that begins prior to the Closing Date, including for any taxable year ending after the Closing Date which begins before the Closing Date (a “Straddle Period”), such Buyer Tax Return shall be prepared in a manner consistent with past practices (unless it is otherwise required by applicable Law). The Buyers shall provide IR with a copy of a substantially final draft of each Straddle Period Buyer Tax Return (and such additional information regarding such Straddle Period Buyer Tax Return as may reasonably be requested by IR) for its review and comment (A) at least 30 Days prior to the filing of such Buyer Tax Return or (B) in the case of a Buyer Tax Return that is required to be filed within 30 days of the Closing Date, at least 10 days prior to the date such Buyer Tax Return is required to be filed; provided, that in the case of a Buyer Tax Return that is required to be filed within 10 days of the Closing Date, the Buyers shall use their reasonable best efforts to afford the Sellers a reasonable opportunity to review such Buyer Tax Return prior to filing such Buyer Tax Return. The Buyers shall timely pay to the relevant Taxing Authority all Taxes due in connection with any such Buyer Tax Returns. In advance of the filing of such Buyer Tax Returns, the Sellers shall pay to the Buyers their share of any such Taxes, determined in accordance with Section 5.6 (the “Sellers’ Tax Share”). If, and to the extent that, the Buyers and the Sellers fail to agree with respect to any of the Sellers’ comments on a draft Straddle Period Tax Return, such disagreement shall be submitted to the CPA Firm for resolution as provided in Section 5.6(d). Buyers acknowledge that from and after the Closing Date the Sellers may not have the power and authority to endorse certain of the refund checks to which Buyers may be entitled and that may be received by the Sellers for the Tax periods prior to the Closing Date. Therefore, at Sellers’ request, Buyers shall execute a limited power of attorney for the purpose of allowing the Sellers to endorse certain refund checks to which it may be entitled and which may be received by the Sellers.

Tax Returns. (a) Seller shall prepare or cause will be responsible for preparing any Tax Returns with respect to the Transferred Company for any Pre-Closing Tax Period other than a Straddle Period that is required to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as will prepare such Tax Returns relate to in accordance with past practices of the Acquired Transferred Company). Seller shall permit Purchaser at least No later than thirty (30) days to review and comment on each Separate Company Income Tax Return prior to the due date for filing and shall such Tax Returns, taking into account any extensions of such filing date, Seller will make such revisions as are reasonably requested Tax Returns available for review by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax ReturnsBuyers. Seller shall pay all Taxes due associated Tax Liabilities with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past the Tax Returns of related to the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due Period and Pre-Closing Straddle Period (as defined below) as soon as practicable following the filing of such Tax Returns. Parent will file a consolidated federal income Tax Return with the Transferred Company for the period beginning the day following the Closing Date. (b) Buyers will be responsible for preparing any Transferred Company Returns with respect to the Transferred Company for any Straddle Period or periods beginning after the Closing Date (including Date, and will prepare such Transferred Company Returns for any Straddle Period Separate in accordance with past practices of Seller or the Transferred Company. No later than 30 days prior to the due date for filing such Transferred Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to Returns for any Straddle Period, taking into account any extensions of such filing date, Buyers will make such Transferred Company Returns available for review and comment on each approval by Seller and will modify such Tax Return prior to filing and shall make such revisions to such Tax Returns Transferred Company Returns, as are reasonably requested by Seller, before filing to the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that extent Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) could be liable for any amount owed by Seller pursuant Taxes on such Transferred Company Return or could be entitled to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including any refund of Taxes. (c) After the Closing Date on Date, without the basis that prior written consent of Seller, neither the relevant Tax Period ended as Transferred Company nor Buyers will amend any Transferred Company Return of the close of business on the Transferred Company relating to a Pre-Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisPeriod.

Tax Returns. (i) Seller shall prepare or cause to be prepared and file or cause to be filed all Income Tax Returns for Bison for periods ending on or before the Closing Date that are required to be filed after the Closing Date, and shall be responsible for the timely payment (and entitled to any refund) of Taxes due with respect to the period covered by such Tax Returns. (ii) Seller shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of Bison for periods which begin before the Closing Date and end after the Closing Date, shall furnish a copy of such Tax Return to Purchaser. Seller shall be responsible for the timely payment of Taxes due with respect to the period covered by such Tax Return allocable to the period prior to and including the Closing Date, and Purchaser shall be responsible for the timely payment of Taxes due with respect to the period after the Closing Date. (iii) To the extent permitted by law or administrative practice, the taxable year of Bison shall end on and include the Acquired Company Closing Date. Whenever it is necessary to determine the liability for Taxes of Bison for a portion of a taxable year or any period that begins before and ends after the Closing Date, the determination of the Subsidiaries Taxes for all the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date shall be determined by assuming that the taxable year or period ended on and included the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis and annual property taxes shall be prorated on the basis of the number of days in the annual period elapsed through the Closing Date as compared to the number of days in the annual period elapsing after the Closing Date. (iv) Any Tax Periods Return to be prepared pursuant to the provisions of this Section 5.6 shall be prepared in a manner consistent with practices followed in prior years with respect to similar Tax Returns, except for changes required by changes in law or fact. Purchaser shall not file an amended Tax Return for any period ending on or prior to the Closing Date without the consent of Seller, which are filed after the Closing Date and consent shall file not be unreasonably withheld or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returnsdelayed.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basis.

Tax Returns. Seller 7.1 Unless the parties otherwise agree in writing, the Warrantors or its duly authorised agents shall at the cost and expense of the Company be entitled to prepare the Tax returns and computations of the Company for all accounting periods, VAT prescribed accounting periods or other relevant periods ending on or before the date of Completion. 7.2 The Buyer shall procure that the Company shall cause the returns and computations (and all related claims, elections and notifications) referred to in Clause 7.1 above to be prepared authorised, signed and submitted to the appropriate Taxation Authority within the prescribed time limits without amendment. 7.3 The Warrantors or their duly authorised agents shall be entitled to prepare all Income Tax Returns which include documentation and shall have conduct of all matters (including correspondence) relating to the Acquired Company or any agreement of the Subsidiaries Tax returns and computations of the Company for all Tax Periods accounting periods, VAT prescribed accounting periods or other relevant periods ending on or prior to the Closing Date date of Completion with the appropriate Tax Authority. 7.4 The Buyer or its duly authorised agents shall be entitled to prepare the Tax returns and computations of the Company for the accounting period, VAT prescribed accounting period or other relevant period in which are filed after the Closing Date Completion occurs and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with submit draft copies of such Consolidated Income Tax Returns insofar as returns and computations to the Warrantors for their comments not less than 20 (10 in respect of VAT returns) Business Days prior to the date on which such returns and computations must be submitted to the relevant authority and the Buyer agrees to incorporate all reasonable comments of the Warrantors received within 15 (10 in respect of VAT returns) Business Days after draft copies have been sent to it to the extent that they relate to Events occurring on or before Completion. The Buyer shall have the conduct of agreeing with the Tax Authority such Tax Returns relate returns after submission thereof but where the matter to be agreed may affect the Warrantors’ liability under this Agreement the Buyer shall inform the Warrantors thereof prior to agreeing the same and shall take proper notice of all reasonable representations which the Warrantors may make. 7.5 The Buyer shall provide or procure to be provided to the Acquired Company). Seller shall permit Purchaser at least thirty Warrantors such access to books, accounts and records (30during normal business hours upon prior written notice) days to review and comment on each Separate copies of all information, documents and evidence in its possession or in the possession of its agents or the Company Income Tax Return prior to filing and shall make such revisions as are in respect of any accounting period or prescribed accounting period of the Company which may reasonably be requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns Warrantors for the periods including the Closing Date on the basis that the relevant Tax Period ended as purposes of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisthis paragraph.

Tax Returns. (a) Seller shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaserprepared, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed filed, all other (i) Tax Returns for or with respect to the Company or any of the Acquired Company and the its Subsidiaries for Pre-any taxable period ending on or before the Closing Tax Periods Date that are due after on or before the Closing Date and (including ii) income Tax Returns for or with respect to the Company or any Straddle Period Separate of its Subsidiaries for any taxable period ending on or before the Closing Date, regardless of when such Tax Returns are required to be filed. All such Tax Returns shall be prepared in a manner that is consistent with the past practices of the Company Income and its Subsidiaries, unless otherwise required by applicable Law. Seller shall provide each such Tax Returns.Return described in clause (ii) Purchaser shall permit Seller above to Buyer, for Buyer’s review and comment, at least thirty (30) days prior to review and comment the date on each which such Tax Return is required to be filed and shall consider in good faith any reasonable comments provided by Buyer at least ten (10) days prior to filing and shall make such revisions to the date on which such Tax Returns as are reasonably requested by the SellerReturn is required to be filed. Purchaser shall pay all All Taxes due and payable with respect to such Tax Returns; providedReturns covered by this Section 9.1(a) that were not otherwise fully paid by Seller or previously included in the calculation of the Purchase Price shall be paid through the Indemnity Escrow Account. (b) Buyer shall prepare or cause to be prepared, howeverand file or cause to be filed, all Tax Returns of the Company or any its Subsidiaries required to be filed after the Closing Date, other than such Tax Returns covered by Section 9.1(a). All such Tax Returns of the Company or any of its Subsidiaries which relate to a Pre-Closing Tax Period or Straddle Period shall be prepared in a manner that Seller shall pay Purchaser (in accordance is consistent with the procedures set forth in Section 8.03(f)past practices of the Company and its Subsidiaries, unless otherwise required by applicable Law. Buyer shall provide each such Tax Return that relates to a Pre-Closing Tax Period or Straddle Period to Seller, for Seller’s review and comment, at least thirty (30) for any amount owed by days prior to the date on which such Tax Return is required to be filed. Buyer shall accept all reasonable comments of Seller pursuant to Section 8.03 each such Tax Return. All Taxes due and payable with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for covered by this Section 9.1(b) that were not previously included in the periods including the Closing Date on the basis that the relevant Tax Period ended as calculation of the close of business on Purchase Price shall be paid through the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisIndemnity Escrow Account.

Tax Returns. Seller Buyer shall prepare duly prepare, or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date prepared, and shall file timely file, or cause to be filed timely filed, solely at Buyer’s expense, all such Consolidated Income Tax Returns required to be filed by the Buyer for any Pre-Closing Tax Period (and shall promptly provide Purchaser with copies of such Consolidated Income “Pre-Closing Tax Returns”). All Pre-Closing Tax Returns insofar as such shall be prepared in accordance with historic practices of the Buyer, to the extent permitted by applicable Law. To the extent permitted by applicable Law, the Seller shall include any income, gain, loss, deduction or other Tax items for any Pre-Closing Tax Period on their Tax Returns relate in a manner consistent with the schedules furnished by the Buyer to Seller for such periods. Buyer shall be solely liable for any and all late filing fees, interest or penalties incurred as a result of the Acquired Company)late filing of any Pre-Closing Tax Return. Seller Buyer shall permit Purchaser at least thirty (30) days Seller to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Pre-Closing Tax Returns as are reasonably requested by the Seller. Purchaser Buyer shall pay all Taxes due with respect duly prepare, or cause to such Tax Returns; providedbe prepared, howeverand timely file, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant or cause to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file be timely filed, all Tax Returns required to be filed by the Buyer for the periods including any Straddle Period (“Straddle Tax Return”) and for any Taxable Period beginning after the Closing Date (a “Post-Closing Tax Period” and such returns “Post-Closing Tax Returns”). The cost of preparing all Straddle Tax Returns and Post-Closing Tax Returns shall be borne by the Buyer. Buyer shall permit Seller to review and comment on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a each Straddle Tax Return filed on that basisprior to filing.

Tax Returns. Seller (a) The Contributing Parties shall prepare or cause to be prepared all Income Tax Returns which include included in the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income consolidated United States federal income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income the state, local or foreign income Tax Returns insofar as of any jurisdiction that permits consolidated, combined or unitary income Tax Returns, if any) of the ▇▇▇▇▇▇▇▇ Tax Group for all periods ending on or before the Closing Date, all the items of income, gain, loss, deduction and credit (“Tax Items”) with respect to the Contributed Entities or the Contributed Entities’ Assets which are required to be included therein, shall cause such Tax Returns relate to be timely filed with the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing appropriate Taxing Authorities, and shall make such revisions as are reasonably requested by be responsible for the Purchaser, timely payment (and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay entitled to any refund) of all Taxes due with respect to the periods covered by such Income Tax Returns. Purchaser shall prepare . (b) With respect to any Tax Return covering a taxable period ending on or cause before the Closing Date that is required to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.with respect to the Contributed Entities or the Contributed Entities’ Assets that is not described in Section 7.2(a) Purchaser above, the Contributing Parties shall permit Seller at least thirty (30) days to review and comment on each cause such Tax Return prior to filing and shall make such revisions be prepared, cause to be included in such Tax Returns as are reasonably requested by Return all Tax Items required to be included therein, cause such Tax Return to be filed timely with the Seller. Purchaser shall pay appropriate Taxing Authority, and be responsible for the timely payment (and entitled to any refund) of all Taxes due with respect to the period covered by such Tax Returns; providedReturn. (c) With respect to any Tax Return covering a taxable period beginning on or before the Closing Date and ending after the Closing Date that is required to be filed after the Closing Date with respect to the Contributed Entities or the Contributed Entities’ Assets, howeverthe Contributing Parties shall cause such Tax Return to be prepared, cause to be included in such Tax Return all Tax Items required to be included therein, furnish a copy of such Tax Return to the Partnership Parties, cause such Tax Return to be filed timely with the appropriate Taxing Authority, and be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return (but shall have a right to recover the amount of Tax Losses attributable to the portion of the taxable period occurring after the Closing Date pursuant to Section 7.1(b)). (d) With regard to any Tax Return not yet filed for any taxable period that Seller begins before the Closing Date with respect to the Contributed Entities or the Contributed Entities’ Assets, the Contributing Parties shall pay Purchaser (use commercially reasonable efforts to cause such Tax Return to be prepared in accordance with past Tax accounting practices used with respect to the procedures set forth Tax Returns in Section 8.03(fquestion (unless such past practices are no longer permissible under the Applicable Law)) for , and to the extent any amount owed items are not covered by Seller pursuant to Section 8.03 past practices, in accordance with reasonable tax accounting practices selected by the filing party with respect to such Straddle Period Separate Company Income Tax ReturnsReturn under this Agreement with the consent (not to be unreasonably withheld or delayed) of the non-filing party. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to The Contributing Parties shall file all necessary Tax Returns and other documentation with respect to all transfer, documentary, sales, use, stamp, registration and other similar Taxes and fees arising out of or in connection with the transactions effected pursuant to this Agreement (the “Transfer Taxes”) and shall be liable for and shall timely pay such Transfer Taxes. If required by applicable Law, the Partnership Parties shall, and shall cause their Affiliates to, join in the execution of any such Tax Returns and other documentation. All indemnification payments made under this Agreement, including any payment made under this Article 7, shall be treated as increases or decreases to the Aggregate Consideration for Tax purposes. The Parties acknowledge and agree that the Contribution Transaction is properly characterized for United States federal income tax purposes as a contribution of the Contributed Interest to the Partnership (the indirect parent of each of WOL and WOFP, each of which is an entity that is disregarded from the Partnership for United States federal tax purposes) in exchange for the periods including Aggregate Consideration. Anything to the contrary in this Agreement notwithstanding, the representations, warranties, covenants, agreements, rights and obligations of the parties hereto with respect to any Tax matter covered by this Agreement shall survive the Closing Date on and shall not terminate until thirty (30) days after the basis that the relevant Tax Period ended as expiration of the close applicable statutes of business on limitations (including all periods of extension and tolling) applicable to such Tax matter. In the Closing Date unless event of a conflict between the relevant Tax Authority will not accept a Tax Return filed on that basisprovisions of this ARTICLE 7 and any other provisions of this Agreement, the provisions of this ARTICLE 7 shall control.

Tax Returns. Seller (a) Parent shall prepare and file, or cause to be prepared and filed, with the appropriate federal, state, local and foreign governmental agencies all Income Tax Returns which include of the Acquired Company Group Companies (other than the Italian Group Companies) filed on a consolidated, combined or unitary basis with Parent or any Affiliate of Parent (“Consolidated Tax Returns”) for periods of the Subsidiaries for all Tax Periods Group Companies ending on or prior to the Closing Date which are filed after the Closing Date and shall file pay, or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaserpaid, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller Returns (except to the extent included in the calculation of Debt or Net Working Capital as of the Effective Time). Parent shall pay Purchaser cause the income of the Group Companies (in accordance with other than the procedures set forth in Italian Group Companies) including any deferred items triggered into income by Treas. Reg. Section 8.03(f)1.1502-13 and any excess loss account taken into income under Treas. Reg. Section 1.1502-19) for periods of the Group Companies ending on or prior to the Closing Date to be included on the applicable Consolidated Tax Return and shall pay, or cause to be paid, any amount owed by Seller pursuant to Section 8.03 with respect federal income Taxes attributable to such Straddle Period Separate Company Income income. The income of the Group Companies reported on any Consolidated Tax Returns. Purchaser Return shall be apportioned to the period up to and Seller agree to cause including the Acquired Closing Date and the period after the Closing Date by closing the books of each Group Company and its Subsidiaries as of the Subsidiaries end of the Closing Date. (b) Buyer shall prepare and file, or cause to file be prepared and filed, all Tax Returns for any Group Company and its Subsidiaries other than a Consolidated Tax Return and shall cause each Group Company and its Subsidiaries to pay the periods including Taxes shown to be due thereon. Parent shall furnish to Buyer all information and records reasonably requested by Buyer for use in preparation of any such Tax Returns. Parent shall be responsible, and shall promptly reimburse the Closing Date Buyer upon the Buyer’s request, for any U.S. state or local income Taxes of a Group Company that are not payable on the basis a Consolidated Tax Return and any non-U.S. income Taxes (collectively, “Separate Return Income Taxes”) for (i) any Tax period that the relevant Tax Period ended as of the close of business ends on the Closing Date unless and (ii) the relevant pre-Closing portion of any Tax Authority will not accept a period that begins on or before and ends after the Closing Date, determined on the basis of an interim closing of the books as of the end of the Closing Date. Parent shall be entitled to, and Buyer shall pay over to Parent promptly after receipt by Buyer or the applicable Group Company, any Tax refunds received for Separate Return filed on that basisIncome Taxes for the Tax periods described in the preceding sentence.

Tax Returns. (a) The Seller Parties shall prepare or cause to be prepared all Income Tax Returns which include included in the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income consolidated federal income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income the state income Tax Returns insofar as of any state that permits consolidated, combined or unitary income Tax Returns, if any) of the W▇▇▇▇▇▇▇ Tax Group for all periods ending on or before the Effective Time, all the items of income, gain, loss, deduction and credit (“Tax Items”) with respect to the Wamsutter Assets which are required to be included therein, shall cause such Tax Returns relate to be timely filed with the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing appropriate Taxing Authorities, and shall make such revisions as are reasonably requested by be responsible for the Purchaser, timely payment (and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay entitled to any refund) of all Taxes due with respect to the periods covered by such Income Tax Returns. Purchaser . (b) With respect to any Tax Return covering a taxable period ending on or before the Effective Time that is required to be filed after the Effective Time with respect to the Wamsutter Assets that is not described in Section 7.2(a) above, the Seller Parties shall prepare or cause such Tax Return to be prepared, shall cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each included in such Tax Return prior all Tax Items required to filing be included therein, shall cause such Tax Return to be filed timely with the appropriate Taxing Authority, and shall make such revisions be responsible for the timely payment (and entitled to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay any refund) of all Taxes due with respect to the period covered by such Tax Returns; providedReturn. (c) With respect to any Tax Return covering a taxable period beginning on or before the Effective Time and ending after the Effective Time that is required to be filed after the Effective Time with respect to the Wamsutter Assets, howeverthe Seller Parties shall cause such Tax Return to be prepared, shall cause to be included in such Tax Return all Tax Items required to be included therein, shall furnish a copy of such Tax Return to the Buyer Parties, shall file timely such Tax Return with the appropriate Taxing Authority, and shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return. (d) Any Tax Return not yet filed for any taxable period that Seller begins before the Effective Time with respect to the assets or operations of Wamsutter LLC or the Wamsutter Assets shall pay Purchaser (be prepared in accordance with past Tax accounting practices used with respect to the procedures set forth Tax Returns in Section 8.03(fquestion (unless such past practices are no longer permissible under the applicable law)) for , and to the extent any amount owed items are not covered by Seller pursuant to Section 8.03 past practices, in accordance with reasonable tax accounting practices selected by the filing party with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree Return under this Agreement with the consent (not to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as be unreasonably withheld or delayed) of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisnon-filing party.

Tax Returns. (i) Following the Closing, Seller shall prepare or cause to be prepared and filed all Income Tax Returns which include required to be filed with respect to the Acquired Company Companies for taxable periods ending prior to or any on the Closing Date regardless of when such Tax Returns are due, including amended returns, applications for loss carryback refunds and applications for estimated Tax refunds (all such Tax Returns, amended returns and refund applications are referred to as, the Subsidiaries “Prior Period Returns”). The Prior Period Returns shall be prepared in a manner consistent with the Acquired Company’s past practices except as otherwise required by Law. Seller shall deliver to Purchaser, for all Tax Periods ending on or its review, a draft of each Prior Period Return at least fifteen (15) days prior to the Closing Date which applicable filing deadline of such Prior Period Return and Seller shall consider and reflect on such Prior Period Return prior to filing thereof any reasonable comments thereto made in writing by Purchaser at least five (5) Business Days prior to the applicable filing deadline. Purchaser shall, as promptly as reasonably practicable, make available to Seller (and to such Seller’s accountants and attorneys) its personnel and any and all books and records and other documents and information in its possession or control relating to the Acquired Companies reasonably requested by Seller that are reasonably necessary to prepare and submit the Prior Period Returns. (ii) Following the Closing, Purchaser shall cause to be prepared and filed all Tax Returns required to be filed with respect to the Acquired Companies for taxable periods ending after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with related thereto (although it may be entitled to make a claim in respect of such Taxes pursuant to such Income Tax ReturnsSection 6.04(i)). Purchaser shall prepare or cause to be prepared (on all Straddle Period Tax Returns in a basis manner consistent with the Acquired Company’s past practices, except as otherwise required by Law. Purchaser shall deliver to Seller, for its review, a draft of each Straddle Period Tax Returns Return at least fifteen (15) days prior to the applicable filing deadline of such Straddle Period Tax Return (or such shorter period as is reasonably practicable under the circumstances, in the case of non-income Straddle Period Tax Returns), together with a proposed calculation of the Acquired Company and Taxes allocable to the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are Period shown as due after the Closing Date (including any on such Straddle Period Separate Company Income Tax Returns.) Return. Purchaser shall permit consider and reflect on such Straddle Period Tax Returns prior to filing thereof all reasonable comments made in writing by Seller at least thirty five (305) days to review and comment on each such Tax Return Business Days prior to the applicable filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisdeadline.

Tax Returns. Seller shall (i) Taxable Periods Ending on or Before the Closing Date. (A) Sellers will prepare or cause to be prepared and file or cause to be filed (i) all Income Tax Returns which include for the Acquired Company or any of the Subsidiaries Companies for all Tax Periods taxable periods ending on or prior to the Closing Date which that are required to be filed on or prior to the Closing Date, (ii) all U.S. Tax Returns for the Acquired Companies for all taxable periods ending on or prior to the Closing Date that are required to be filed after the Closing Date Date, and shall file or cause to be filed (iii) all such Consolidated Income U.S. Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to for the Acquired Company). Seller Companies for all Straddle Periods, and, in each case, Sellers shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and Companies to timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided. Except as otherwise required by applicable Law, howeveror as agreed to in writing by Parent, that Seller shall pay Purchaser (all Tax Returns which Sellers are required to file or cause to be filed in accordance with this section will be prepared and filed in a manner consistent with past practice and, on such Tax Returns, no position will 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. Sellers will provide to Parent copies of such Tax Returns that are income Tax Returns at least 30 calendar days before such income Tax Returns are required to be filed. Parent will notify Sellers of any proposed revisions to such income Tax Returns within 10 calendar days after receipt of such income Tax Returns from Sellers, and Sellers shall consider such proposed revisions in good faith. If the procedures set forth Parties are unable to resolve any disputed item, the item in Section 8.03(f)question shall be resolved by an independent accounting firm mutually acceptable to Sellers and Parent. The fees and expenses of such accounting firm shall be borne 50% by Sellers and 50% by Parent. Sellers will provide or make available to Parent copies of such Tax Returns that are not income Tax Returns within 10 calendar days after the date such non-income Tax Returns are filed. Nothing in this Agreement will be construed as preventing Sellers or the Acquired Companies from timely filing of any Tax Returns. (B) Parent will prepare or cause to be prepared and file or cause to be filed all non-U.S. Tax Returns for any amount owed by Seller pursuant the Acquired Companies for all taxable periods ending on or prior to Section 8.03 the Closing Date that are required to be filed after the Closing Date, and Parent shall cause the Acquired Companies to timely pay all Taxes due with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree Except as otherwise required by applicable Law, or as agreed to cause the Acquired Company and the Subsidiaries to file in writing by Sellers, all Tax Returns which Parent is required to file or cause to be filed in accordance with this section will be prepared and filed in a manner consistent with past practice and, on such Tax Returns, no position will 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. Sellers will cooperate in the preparation of such Tax Returns by, inter alia, providing Purchasers with such information as Parent may reasonably request with respect to periods ending on or before Closing, including copies of Tax Returns and records relating to prior periods. Parent will provide to Sellers copies of such Tax Returns that are income Tax Returns at least 30 calendar days before such income Tax Returns are required to be filed. Sellers will notify Parent of any proposed revisions to such income Tax Returns within 10 calendar days after receipt of such income Tax Returns from Parent. Parent shall consider such proposed revisions in good faith. If the Parties are unable to resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to Sellers and Parent. The fees and expenses of such accounting firm shall be borne 50% by Sellers and 50% by Parent. Parent will provide or make available to Sellers copies of such Tax Returns that are not income Tax Returns within 10 calendar days after such non-income Tax Returns are filed. Nothing in this Agreement will be construed as preventing Parent or the Acquired Companies from timely filing of any Tax Returns. Sellers will promptly and fully reimburse the Acquired Companies for Taxes due with respect to all Tax Returns described in the periods including the Closing Date on the basis that the relevant Tax Period ended as first sentence of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisthis Section 7.4(c)(i)(B).

Tax Returns. (i) Seller Representative shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or and timely file (taking into account any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file applicable extensions) or cause to be timely filed all such Consolidated Income (taking into account any applicable extensions) any Flow-Through Tax Returns (and Return that is required to be filed under applicable Law after the Closing Date; provided, however, that Seller Representative shall promptly provide Purchaser with copies drafts of such Consolidated Income Tax Returns insofar as each such Tax Returns relate Return to the Acquired Company). Seller shall permit Purchaser for Purchaser’s review and reasonable comment at least thirty (30) days prior to review and comment on each Separate Company Income the due date for filing such Tax Return (including any extension thereof). Seller Representative will provide Purchaser a copy of all such Tax Returns when they are filed. Seller Representative shall consider all reasonable comments proposed in writing by Purchaser at least fifteen (15) days prior to the due date for filing and such Tax Return. All such Tax Returns shall make such revisions be prepared in a manner consistent with past practice of the Acquired Entities, except as are reasonably requested otherwise required by the Purchaserapplicable Law. (ii) Except for any Tax Return required to be prepared by Seller Representative pursuant to Section 6.2(b)(i), and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file (taking into account any applicable extensions) or cause to be timely filed (taking into account any applicable extensions) all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods Entities that are due required to be filed under applicable Law after the Closing Date (including for any Pre-Closing Period or Straddle Period Separate Company Income (each, a “Pre-Closing Period Tax Returns.) Return”). Any such Pre-Closing Period Tax Return shall be prepared in a manner consistent with the past practice of the Acquired Entities, except as otherwise required by applicable Law. Purchaser shall permit provide drafts of each such Pre-Closing Period Tax Return to Seller Representative for Seller Representative’s review and reasonable comment at least thirty (30) days prior to review and comment on each the due date for filing such Pre-Closing Period Tax Return (including any extension thereof) or, if such Pre-Closing Period Tax Return is required to be filed within sixty (60) days after the Closing Date, reasonably in advance of (and as close as reasonably practicable to at least thirty (30) days prior to to) the due date for the filing and shall make such revisions to such Tax Returns as are reasonably requested by the Sellerthereof. Purchaser shall pay consider all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (reasonable comments proposed in accordance with the procedures set forth in Section 8.03(f)) for any amount owed writing by Seller pursuant Representative at least fifteen (15) days prior to Section 8.03 with respect the due date for filing such Pre-Closing Period Tax Return (including any extension thereof) or, if such Pre-Closing Period Tax Return is required to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including be filed within sixty (60) days after the Closing Date and is not provided to Seller Representative at least thirty (30) days prior to the due date for filing thereof, no later than at least two (2) days (and as close as reasonably practicable to at least fifteen (15) days) prior to the due date for the filing thereof. Within five (5) days following the later of any written demand by Purchaser for payment or the due date (taking into account any applicable extensions) of an applicable Pre-Closing Period Tax Return, Sellers shall pay to an account designated by Purchaser an amount equal to the Taxes shown as due on the basis that the relevant Tax an applicable Pre-Closing Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basisfor which Sellers are responsible under Section 6.2(a).