Common use of Tax Returns Clause in Contracts

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

Tax Returns. Following (a) Seller shall prepare or shall cause to be prepared (i) any combined, consolidated or unitary Tax Return that includes any member of the ClosingSeller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand (a “Combined Tax Return”) and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). In the case of any such Combined Tax Return and any Pre-Closing Separate Tax Return, Seller shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant entity (or of Seller with respect to such entity). Seller shall prepare and file deliver, or cause to be fileddelivered, at the expense of Seller, to Purchaser all Pre-Closing Separate Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed after the Closing Date. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) Date at least 30 days prior to the due date for filing such Tax Returns (including taking into account any extensions) ), or as early as possible before such due date if, at the time of Closing, any such Tax Return is due in less than 30 days, together with payment for any Seller Indemnified Taxes shown as due on such Tax Returns not less than five Business Days before such Taxes are due, and Purchaser shall timely file or cause to be timely filed such Tax Returns and shall revise such Tax Returns timely pay any Taxes shown to reflect any reasonable comments made by Buyer prior to the filing of be due with such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies . (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer b) Purchaser shall prepare and timely file or cause to be prepared and file or cause to be filed, at the expense of Buyer, timely filed all Tax Returns with respect to the Company and its Subsidiaries for the Group Companies for all Straddle Tax Periods. Such Tax Returns Purchaser shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit deliver to Seller to for its review and comment on a copy of any such Tax Returns (together, Return that is required to be filed by or with schedules, statements and, respect to the extent requested by Seller, supporting documentationCompany or any of its Subsidiaries for any Straddle Tax Period before the later of (i) at least as soon as reasonably practicable and (ii) 30 days prior to the due date for filing thereof (including taking into account any extensions) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section ‎7.1. If for any reason Seller does not agree with Purchaser’s calculation of its indemnification obligation, Seller shall notify Purchaser of its disagreement within 15 days of receiving a copy of the Tax Return and Purchaser’s calculation (but in any event within a reasonable period of time prior to the last date for timely filing such Tax Return). Seller and Purchaser shall use commercially reasonable efforts to settle the dispute with respect to such indemnification obligation promptly. If Seller and Purchaser are unable to resolve any dispute prior to the due date of such Tax Returns and Return (giving effect to valid extensions), Purchaser shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to file the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return as originally prepared (but, reflecting any items on which Seller and Purchaser have agreed), and the dispute resolution provisions of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period Section ‎7.15 shall be filed, or caused to be filed, only by Seller. apply. (c) Notwithstanding anything to the contrary anywhere in this AgreementAgreement or any Final Ancillary Document, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) except to the extent permitted by Lawsuch Tax Return relates solely to the Company, (i) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return of Seller and (ii) Purchaser shall not be required to provide any Person with any consolidated, combined, affiliated, aggregate or unitary Tax Return (or copy thereof) of Purchaser.

Tax Returns. Following the Closing, Seller (i) Sellers shall prepare or cause to be prepared and file or cause to be filed, at the expense of Seller, all Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed after by, with respect to or that include the Company with respect to taxable periods of the Company ending on or before the Closing Date. Such Date (the “Pre-Closing Separate Tax Returns Returns”), and such Pre-Closing Separate Tax Returns, to the extent they relate to the Company, shall be prepared in a manner consistent with the past practices of the Group Companiesand this Agreement, except as otherwise required by applicable Law. Sellers shall file or cause to be filed all Pre-Closing Separate Tax Law Returns that are required to be filed on or changes in facts. Seller before the Closing Date and Sellers shall permit Buyer pay, or cause to review and comment be paid, all such Taxes shown as due on such Tax Returns. Buyer shall file or cause to be filed all Pre-Closing Separate Tax Returns (together, with schedules, statements for the Company that are prepared by Sellers pursuant to the first sentence of this Section 12.9(b)(i) that are due after the Closing Date and, subject to the extent requested by Buyerother provisions in this Agreement, shall pay or cause to be paid all Taxes shown as due on such Pre-Closing Separate Tax Returns, provided that neither Buyer nor the Company shall be required to sign or file any Tax Return (i) not prepared in accordance with this Agreement or (ii) if it reasonably determines that there is not substantial authority supporting documentationeach material position reflected on such Tax Return (or such higher standard as may be required under applicable state, local or foreign Law to avoid the imposition of penalties) at least 30 and, provided, further, that signing and filing a Tax Return in accordance with the foregoing provision shall not be considered an acknowledgement that such Tax Return complies with the requirements of this Agreement. 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. Sellers shall provide Buyer a copy of each such Pre-Closing Separate Tax Return for its review and comment a reasonable number of days prior to the due date (including extensionsany applicable extension) of such Tax Returns Return, and Sellers shall revise such Tax Returns to reflect reasonably consider any reasonable written comments made by of Buyer received prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Pre-Closing Separate Tax Return. Following If the ClosingCompany is 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 and file or cause to be filed, at the expense of Buyer, all Tax Returns of the Company for taxable periods starting on or before the Group Companies for all Closing Date and ending after the Closing Date (each, a “Straddle Periods. Such Period”), and shall cause such Tax Returns shall to be prepared in a manner consistent with the past practices of the Group Companiespractices, except as otherwise required by applicable Law. The Company shall file or cause to be filed all such Tax Law Returns for any Straddle Period and, subject to the other provisions in this Agreement, shall pay or changes in facts. Buyer shall permit Seller cause to review and comment be paid all Taxes shown as due on such Tax Returns Returns. Sellers shall pay to Buyer no later than three (together, with schedules, statements and, to the extent requested by Seller, supporting documentation3) at least 30 business days prior to the due date for filing any Tax Return for any Straddle Period the amount of Taxes owing with respect to the Straddle Period for which Sellers are responsible pursuant to Section 12.2(d)(i). Buyer shall 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 extensionsany applicable extension) of such Tax Returns Return, and Buyer shall revise reasonably consider any written comments of Sellers received by Buyer prior to filing such Tax Returns to reflect Return. (iii) For purposes of the indemnity provisions of this Agreement, in the case of any reasonable comments made by Seller prior to Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the filing portion of such Tax Returns, but only related to the extent portion of such Straddle Period ending on and including the failure Closing Date shall (A) in the case of any Taxes other than gross receipts, employment, sales or use Taxes, Taxes based upon or related to include such comments could reasonably income and other similar Taxes, be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused deemed to be filedthe amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on and including the Closing Date and the denominator of which is the number of days in the entire Straddle Period, only by Seller. Notwithstanding anything and (B) in the case of any Tax based upon or related to income and any gross receipts, employment, sales or use Tax and other similar Taxes, be deemed equal to the contrary anywhere in this Agreement, amount which would be payable if the Parties agree that all Transaction Deductions will be reported in Pre-relevant Tax period ended on and included the Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawDate.

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

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

Tax Returns. Following the Closing(i) Sellers will, Seller shall at their expense, prepare or cause to be prepared and file or cause to be filed, at the expense of Seller, filed all Tax Returns for of the Group Companies Company for all Tax Periods taxable periods ending on or prior to the Closing Date that are required to be filed after the Closing Date. Such All such Tax Returns shall be prepared and filed in a manner that is consistent with the past practices of the Group CompaniesCompany, except as unless otherwise required by applicable Tax Law or changes in factsLaw. Seller shall permit Buyer to review and comment on such Tax Returns No later than thirty (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation30) at least 30 days prior to the due date for filing (including extensions) any such Tax Return, Sellers shall deliver or cause to be delivered to Purchaser a draft of such Tax Returns Return for Purchaser’s review, comment and consent (such consent shall revise such Tax Returns not be unreasonably withheld, delayed or conditioned). Sellers shall timely pay or cause to reflect any reasonable comments made by Buyer prior be timely paid all Taxes due and payable with respect to the filing of such Tax Returns. If any , except to the extent such Tax Return must be signed by BuyerTaxes were previously included in the calculation of Indebtedness. (ii) Purchaser will prepare and file, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for of the Group Companies Company for all Straddle Periods. Such Unless otherwise required by applicable Law, all such Tax Returns attributable to a Pre-Closing Tax Period shall be prepared and filed in a manner that is consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in factsCompany. Buyer shall permit Seller to review and comment on such Tax Returns No later than thirty (together, with schedules, statements and, to the extent requested by Seller, supporting documentation30) at least 30 days prior to the due date for filing (including extensions) of any such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller Return for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any a Pre-Closing Tax Period Period, Purchaser shall deliver or cause to be fileddelivered to Sellers a draft of such Tax Return and will permit Sellers to review and comment on such Tax Return. Sellers shall pay, or caused cause to be filedpaid, only by Seller. Notwithstanding anything to Purchaser within fifteen (15) days after the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in date on which Taxes are paid with respect to a Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) Period, except to the extent permitted by Lawsuch Taxes were previously included in the calculation of Indebtedness.

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

Tax Returns. Following the Closing, (a) Seller shall timely prepare and file, or cause to be timely prepared and file or cause to be filed, at the expense of Seller, all Tax Returns for of the Group Companies Company for all Tax Periods periods ending on or prior to the Closing Date that are required and timely pay, or cause to be filed after the Closing Datepaid, when due, all Taxes relating to such returns. Such All such Tax Returns shall be prepared and filed in a manner consistent with the past practices of the Group Companiesprior practice, except as otherwise required by a change in applicable law. Neither Buyer nor any Affiliate of Buyer shall amend, refile or otherwise modify, or cause or permit the Company to amend, refile or otherwise modify, any Tax Law election or changes in factsTax Return with respect to any taxable period (or portion of any taxable period), ending on or before the Closing Date without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. (b) Buyer shall timely prepare and file, or cause to be timely prepared and filed, all Tax Returns of the Company for taxable periods that begin before and end after the Closing Date (“Straddle Periods”), and timely pay, or cause to be paid, when due, all Taxes relating to such returns. Seller shall permit Buyer to review and comment on All such Tax Returns (togethershall be prepared and filed in a manner consistent with prior practice, with schedulesexcept as required by a change in applicable law. Buyer shall provide, statements andor cause to be provided, to Seller a substantially final draft of each such Tax Return with respect to which Seller may be responsible for the extent requested by Buyer, supporting documentation) payment of any Tax at least 30 days prior to the due date date, giving effect to extensions thereto, for filing (including extensions) of such Tax Returns and Return, for review by Seller. Seller shall revise such Tax Returns to reflect notify Buyer of any reasonable comments made by objections Seller may have to any items set forth in such draft Tax Return and Buyer prior and Seller agree to consult and resolve in good faith any such objection and to mutually consent to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at At least 30 10 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only giving effect to extensions thereto, Seller shall pay to Buyer the amount of Taxes for which Seller is responsible under Section 9.2 of the Asset Purchase Agreement, giving effect to Section 6.19(c) below. (c) For the sole purpose of appropriately apportioning any Taxes relating to a Straddle Period, such apportionment shall be made assuming that the Company had a taxable year that ended at the close of business on the Closing Date. In the case of property Taxes and similar Taxes which apply ratably to a taxable period, the amount of Taxes allocable to the extent the failure to include such comments could reasonably be expected to increase the Liability portion of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of Straddle Period ending on the Group Companies or claim for Tax refund on behalf of Closing Date (i.e., the Group Companies for any portion that is a Pre-Closing Period) shall equal the Tax Period for the period multiplied by a fraction, the numerator of which shall be filedthe number of days in the period up to and including the Closing Date, or caused to and the denominator of which shall be filed, only by Seller. Notwithstanding anything to the contrary anywhere total number of days in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawperiod.

Tax Returns. Following the Closing, Seller Representative shall prepare or cause to be prepared and file or cause to be filed, at the expense of Seller, all income Tax Returns (including IRS form 1065 and any comparable state and local Tax Return) of the Company for the Group Companies for all Tax Periods taxable periods ending on or prior to the Closing Date (“Seller Returns”), provide such Seller Returns to Purchaser for its review and comment prior to filing and pay all Taxes required to be paid with such Seller Returns. The Purchaser shall prepare, or cause to be prepared, and shall timely file, or cause to be timely filed, all Tax Returns (including any required Purchase Price allocation) of or with respect to the Company that are required to be filed after the Closing DateDate other than Seller Returns. Such All such Tax Returns for Pre-Closing Tax Periods and Straddle Periods shall be prepared provided to Representative for review and comment prior to filing. All Pre-Closing Taxes shall be paid by the Sellers. All transfer, documentary, sales, use, stamp, value added, goods and services, excise, registration and other similar taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in a manner consistent connection with the past practices consummation of the Group Companiestransactions contemplated by this Agreement and the other Transaction Agreements (“Transfer Taxes”) shall be borne by the Sellers, except as otherwise regardless of which Party is responsible for the payment of such Transfer Taxes. The Party required by applicable Tax Law or changes in facts. Seller to do so shall permit Buyer to review and comment on such Tax Returns (togethertimely prepare, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared prepared, and file file, or cause to be filed, at the expense of Buyer, all necessary Tax Returns for the Group Companies for and other documentation with respect to all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companiessuch Taxes, except as otherwise fees and charges, and if required by applicable Tax Law or changes Law, the other Parties shall, and shall cause their Affiliates to, join in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) execution of any such Tax Returns and other documentation. Each Party shall revise such Tax Returns cooperate in providing any certificates or other documents required to reflect reduce the Transfer Taxes. The Sellers shall not, and shall not cause the Company to, elect to apply any reasonable comments made by Seller provision of the Partnership Audit Provisions (or any similar provision of state or local law) for any Taxable year beginning prior to January 1, 2018. For any Tax year beginning on or after January 1, 2018, Sellers shall ensure that Sellers and the filing Company (and each member of such Tax Returns, but only the Company Group) make all necessary elections to the extent possible to avoid, or to the failure to include such comments could reasonably be expected to increase maximum extent possible reduce, any Taxes imposed on the Liability Company (and any Group Company Member) under Section 6225 of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return Code (including making a ‘‘push out election” under Section 6226 of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawCode).

Tax Returns. Following the Closing, Seller Except as otherwise provided in Section 9.1: (a) The Sellers shall prepare and timely file, or cause to be prepared and file or cause to be timely filed, at the expense of Seller, all Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed by each Holdco and each AIV for taxable years or periods ending on or before the applicable Closing Date, in a manner consistent with past practice. The Sellers shall timely remit, or cause to be timely remitted, all Taxes due in respect of such Tax Returns. (b) To the extent within the power of the Sellers or any of their Affiliates using commercially reasonable efforts, the Sellers shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns that are required to be filed by each Subsidiary of the Holdcos and AIVs for taxable years or periods ending on or before the applicable Closing Date. (c) The Buyers shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns that are required to be filed by each Holdco and each AIV for taxable years or periods beginning on or before, and ending after the applicable Closing DateDate (the “Straddle Period”). Such All such Tax Returns shall be prepared in a manner consistent with past practice except to the past practices of the Group Companies, except as extent otherwise required by applicable Tax Law or changes in factsLaw. Seller shall permit Buyer to review and comment on such Tax Returns Not later than thirty (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation30) at least 30 days prior to the due date for filing (including extensions) of each such Tax Return, the Buyers shall provide the Sellers with a draft copy of such Tax Returns Return for review and comment, and the Buyers shall revise such include, in the Tax Returns to reflect any Return filed, all reasonable comments made provided by Buyer the Sellers with respect to any such draft copy not later than five (5) days prior to such due date. (d) To the filing extent within the power of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (Buyers or any representative of their Affiliates using commercially reasonable efforts, the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer Buyers shall prepare and timely file, or cause to be prepared and file timely filed, all Tax Returns that are required to be filed by each Subsidiary of the HoldCos and AIVs for the Straddle Period of such Subsidiary. To the extent within the power of the Buyers or any of their Affiliates using commercially reasonable efforts, the Buyers shall timely remit, or cause to be filed, at the expense of Buyertimely remitted, all Taxes due in respect of such Tax Returns for the Group Companies for all Straddle PeriodsReturns. Such All such Tax Returns shall be prepared in a manner consistent with past practice except to the past practices of the Group Companies, except as extent otherwise required by applicable Tax Law or changes in factsLaw. Buyer shall permit Seller to review and comment on such Tax Returns Not later than thirty (together, with schedules, statements and, to the extent requested by Seller, supporting documentation30) at least 30 days prior to the due date for filing (including extensions) of each such Tax Return, the Buyers shall provide the Sellers with a draft copy of such Tax Returns Return for review and comment, and the Buyers shall revise such consider in good faith inclusion in the Tax Returns to reflect Return filed any reasonable comments made provided by Seller the Sellers with respect to any such draft copy not later than five (5) days prior to the filing of such due date. (e) The Buyers shall not amend, refile or otherwise modify, or cause or permit to be amended, refiled or otherwise modified, any Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability Return filed by any of the Seller Transferred Companies for Taxes any taxable year or period beginning on or before the applicable Closing Date. (f) With respect to Holdings 5 and its Subsidiaries, the Tax Returns required to be prepared by the Buyers or any of their Affiliates in respect of the Straddle Period pursuant to this AgreementSection 9.2 shall be prepared by CohnReznick in consultation with and subject to the approval of KPMG. Any amended The Buyers shall exercise commercially reasonable efforts to file returns for a Subsidiary in a manner that would not cause a “Tax Return Credit Adjustment (downward)” as such term is used in Section 5.01(d)(i) of the Group Companies or claim for Tax refund on behalf CD US Solar MT 2, LLC Operating Agreement and Section 5.01(d)(i) of the Group Companies for any Pre-Closing Tax Period shall be filedCD US Solar MT 3, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this LLC Operating Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Law.

Tax Returns. Following the Closing, The Seller Parties shall prepare or cause to be prepared and file or cause to be filed, at the expense of Seller, (i) all Tax Returns for the Group Companies for Company (after taking into account all Tax Periods ending appropriate extensions) due on or prior to the Closing Date that and (ii) IRS Form 1120S (and the similar form or forms for state and local income Tax purposes) of the Company for all Pre-Closing Tax Periods (“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 required reasonably relevant to be filed after the Closing Datesuch 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. Such Tax The Seller Prepared Returns shall be prepared in a manner consistent with the past practices practice of the Group CompaniesCompany, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on such Tax Returns At least thirty (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation30) at least 30 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 filing Buyer’s review and comment. With respect to any such Tax Returns that are not Income Tax Returns, at least fifteen (including extensions15) days prior to the due 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. Seller Parties shall revise timely file all such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Seller Prepared Tax Returns. If For avoidance of doubt, this Section 11.1 shall apply to any Tax Returns filed or issued with respect to any Pre-Closing Tax Period of the Company. The Buyer, at its sole cost and expense, shall cause the Company to prepare and timely file all Tax Returns (other than Seller Prepared Returns) of the Company due after the Closing Date or overdue as of the Closing Date (the “Buyer Prepared Returns”). To the extent that a Buyer Prepared Return relates to a Pre-Closing Tax Period or a Straddle Period, such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in on a manner basis consistent with the past practices practice of the Group CompaniesCompany, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns At least thirty (together, with schedules, statements and, to the extent requested by Seller, supporting documentation30) at least 30 days prior to the due date for filing (including extensions) of any Buyer Prepared Return that is 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 Returns Return to the Seller Parties for the Seller Parties’ review and shall revise 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 Returns Return the Buyer shall provide a draft of such Tax Return to reflect Seller Parties for the Seller Parties’ review and comment. The Buyer shall cause the Company to incorporate any reasonable comments made by the Seller prior to the filing Parties within five (5) days of receipt of such Tax Returns, but only to draft Buyer Prepared Return in the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Buyer Prepared Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be actually filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Law.

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

Tax Returns. Following the Closing, (i) Seller shall prepare and timely file, or cause to be prepared and file timely filed, all Seller Consolidated Returns that include the Company and shall pay all Taxes due in respect of such Seller Consolidated Returns. All such Seller Consolidated Returns, to the extent they relate to the Company, shall be prepared in a manner consistent with past practice (unless otherwise required by Applicable Law) and, in the event a Section 338(h)(10) Election is made, in accordance with the Allocation Schedule. From and after the Closing, Buyer shall cause the Company to provide Seller in a timely fashion all filing information relating to the Company necessary for the preparation and filing of the Seller Consolidated Returns. (ii) Seller shall prepare and timely file, or cause to be prepared and timely filed, at the expense of Seller, all Tax Returns of the Company for taxable periods that end on or before the Group Companies for all Tax Periods ending Closing Date and that are required to be filed on or prior to the Closing Date that are required to be filed after the Closing Date(taking into account any extensions) other than Tax Returns described in Section 10.02(b)(i). Such All such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as practice (unless otherwise required by applicable Tax Law or changes in factsApplicable Law). Seller shall permit Buyer to review and comment on such Tax Returns No later than thirty (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation30) at least 30 days Business Days prior to the due date for filing (including extensions) of for filing such Tax Returns and Returns, Seller shall revise such deliver the Tax Returns to reflect any reasonable comments made Buyer for its review, comment and approval. Seller shall make all such changes as are reasonably requested by Buyer, and shall deliver the Tax Returns, completed as approved by Buyer and duly executed by an authorized person, to the Buyer no later than ten (10) Business Days prior to the due date (including extensions) for filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies . (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, iii) Buyer shall prepare and timely file, or cause to be prepared and file or cause to be timely filed, at the expense of Buyer, all Tax Returns of the Company for taxable periods that end on or before the Group Companies Closing Date that are not described Section 10.02(b)(i) or Section 10.02(b)(ii) and for all any Straddle PeriodsPeriod. Such Any such Tax Returns Return shall be prepared in a manner consistent with the past practices of the Group Companies, except as practice (unless otherwise required by applicable Tax Law or changes in factsApplicable Law). Buyer shall permit Seller to review and comment on Any such Tax Returns (together, with schedules, statements and, Return shall be submitted by Buyer to the extent requested by Seller, supporting documentation) Seller at least 30 days thirty (30) Business Days prior to the due date for filing (including extensions) of such Tax Returns Return, and Buyer shall revise such Tax Returns to reflect consider in good faith any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreementsuch Tax Return. Any amended The preparation and filing of any Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Company that does not relate to a Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to exclusively within the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawcontrol of Buyer.

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

Tax Returns. Following Other than Tax returns and reports for which the Closingfailure to file would not result in a Material Adverse Effect, Seller shall prepare through the Effective Date the Company has filed all federal, state, county, local and foreign Tax returns and reports which it is required to file under Applicable Law, whether for itself or cause in consolidation with Affiliates, and solely with respect to the Company, such returns and reports are correct and complete, in all material respects, and timely filed (including any applicable filing extensions). Solely with respect to the Company, as of the Effective Date, the Company has paid all Taxes which have become due pursuant to such returns or reports or pursuant to any assessment received with respect thereto. The Company has paid for all premium Taxes which are owed or estimated to be prepared owed by the Company and file as of the Effective Date is current with respect to all premium Tax returns and Tax payments in all states of operation. The Seller’s parent files consolidated federal income Tax returns and certain consolidated and unitary state income Tax returns (collectively, the “Consolidated Returns”) which include the Company and other Affiliates and such Consolidated Returns are the subject of frequent audits; however, to Seller’s Knowledge, there are no threatened actions, proceedings or cause investigations by any governmental authority with respect to any separate Tax returns filed solely by the Company or any income, loss or deduction items of the Company reported on the Consolidated Returns which could have a Material Adverse Effect on the Company. With respect to any period of time through Closing for which Tax returns or reports have not yet been filed, or for which Taxes are not yet due or owing, the Seller has established or has caused the Company to establish adequate reserves for all liabilities for Taxes relating to the Company which are accrued but not yet due and payable. The Company has made all payments of estimated Taxes required to be filed, at made by the expense of Seller, all Tax Returns for Company through the Group Companies for all Tax Periods ending on Effective Date under Applicable Law. No penalties or prior other charges are due with respect to the Closing Date that are late filing of any Tax return of the Company required to be filed after on or before the Effective Date. There is no Lien for Taxes (other than for Taxes not yet due and payable), whether imposed by any federal, state, county or local taxing authority, outstanding against the Company’s assets, properties or business. Neither the Company nor the Seller has ever made an election pursuant to Section 1362 or Section 341(f) of the Internal Revenue Code of 1986, as amended (the “Code”), that the Company be taxed as a Subchapter S corporation or a collapsible corporation. Through the Closing Date. Such Tax Returns shall be prepared , the Company’s net operating losses for federal income tax purposes as set forth in a manner consistent with the past practices Annual Financial Statements are not subject to any limitations imposed by Section 382 of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawCode.

Tax Returns. Following the Closing(a) Vista Outdoor shall, Seller shall prepare at its expense, prepare, or cause to be prepared and file or cause to be filed, at the expense of Sellerprepared, all Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed after the Closing Date. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies Date for any Pre-Closing Tax Period or Straddle Period with respect to 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 be filedprovide Revelyst with a draft of any such Vista Outdoor Prepared Return for review and comment (i) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to 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 (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing deadline for such Tax Return, taking into account any valid extensions. 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 (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 Vista Outdoor Prepared Returns shall timely file any such Vista Outdoor Prepared Returns. 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 to Vista Outdoor an amount equal to the amount of Revelyst Taxes due with respect to such Vista Outdoor Prepared Return and (ii) if a member of the Revelyst Group is the filing party, Vista Outdoor shall 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 caused cause to be filedprepared, only by Seller. Notwithstanding anything all Tax Returns that are required to be filed after the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Closing Date for any Pre-Closing Tax Periods Period or Straddle Period with respect to Revelyst or any of its Subsidiaries other than any Vista Outdoor Prepared Returns (such Tax Returns, “Revelyst Prepared Returns” and otherwise treated as attributable to together with the Vista Outdoor Prepared Returns, “Pre-Closing Tax PeriodsReturns”). 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) in the case of such Tax Return for Income Taxes at least thirty (30) days prior to 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 (ii) in the case of any other such Tax Return as soon as reasonably practicable prior to the filing 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 permitted such comments are consistent with the Agreed Tax Principles. The applicable Party required by LawLaw to file such Revelyst Prepared Returns shall timely file any such Revelyst Prepared Returns. At least three (3) days prior to the filing of any Revelyst Prepared Return, (i) if a member of the Revelyst Group is the filing party, Vista Outdoor shall pay to Revelyst an amount equal to the amount of Vista Outdoor Taxes due with respect to such Revelyst Prepared Return and (ii) if a member of the Vista Outdoor Group is the filing party, Revelyst shall pay 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 4.04. (d) For avoidance of doubt, (A) Vista Outdoor (x) shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to Vista Outdoor or other members of the Vista Outdoor Group that are not Pre-Closing Tax Returns and (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 to be prepared and filed) all Tax Returns with respect to Revelyst or other members of the 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 Revelyst or other members of the Revelyst Group that are not Revelyst Tax Contests or Vista Outdoor Tax Contests.

Tax Returns. Following (a) The Company will prepare and timely file (or cause to be prepared and timely filed) all Tax Returns of the ClosingCompany required to be filed on or before the Final Closing Date (taking into account any applicable extensions) (the “Company Prepared Tax Returns”); provided, Seller shall that if any such Company Prepared Tax Return (i) relates to a Post-Initial Closing Tax Period or (ii) would reasonably be expected to materially increase the Taxes of Purchaser or the Company for a Post-Final Closing Tax Period, at least thirty (30) days prior to the due date for the filing of such Tax Return (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 the Company will resolve any such 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 required to be filed by the Company 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, Purchaser will prepare or cause to be prepared and timely file or cause to be filed, at the expense of Seller, all such Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed after the Closing Date. Such Tax Returns shall be prepared Return in a manner consistent with the past practices practices, elections and methods of the Group CompaniesCompany, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review Law, and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 thirty (30) days prior to the due date for the filing (including extensions) of such Purchaser Prepared Tax Returns 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 shall revise the basis for its objection, and if the Sellers fail to deliver the written notification within such Tax Returns ten (10) day period, the Sellers will be deemed to reflect any reasonable comments made by Buyer prior 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 for a Post-Final Closing Tax Period, then Purchaser and the Sellers will resolve any such disputes in accordance with the procedure set forth in Section 10.2(d). Purchaser will cause the Company to timely pay all Taxes due with respect to any such Purchaser Prepared Tax Returns. If Except with respect to any item being disputed in accordance with the procedures set forth in Section 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 Taxes that are the responsibility of the Sellers pursuant to Section 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 Purchaser Prepared Tax Return must be signed by Buyer, any Affiliate thereof Returns. Purchaser or the Group Companies (or Company will bear all fees and expenses of engaging an accounting firm to prepare any representative of the foregoing)such Purchaser Prepared Tax Returns. Purchaser will file, Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all amended Tax Returns for Pre-Final Closing Tax Periods with respect to the Group Companies 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 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 Straddle Periods. Such Tax Returns shall other Taxes, determined as though the taxable period of the relevant 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 prepared resolved by the Referee, who will be instructed to resolve any such remaining disputes in a manner consistent accordance with the past practices terms of this Agreement within five (5) days after its appointment. The fees, costs and expenses of the Group CompaniesReferee will be allocated equally between either Purchaser and the Company or Purchaser and the Sellers, except as otherwise required by applicable the case may be. If any objection with respect to a Company Prepared Tax Law Return or changes in facts. Buyer shall permit Seller Purchaser Prepared Tax Return that is subject to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentationthis Section 10.2(d) at least 30 days is not resolved prior to the due date for filing the Company Prepared Tax Return or the Purchaser Prepared Tax Return (including 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 Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returnsdispute; provided, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any 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 as the end of a relevant taxable period of the Group Companies Company. Purchaser will not amend or claim for revoke (or cause to be amended or revoked) any Tax refund on behalf of the Group Companies for Return (or any notification or election relating thereto) concerning any Pre-Final Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to without the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawprior written consent of Sellers.

Tax Returns. Following the Closing, Seller (a) Sellers shall prepare and file, or cause to be prepared and file or cause to be filed, at the expense of Seller, (i) all Tax Returns for the Group Companies for of Sellers and (ii) all Tax Periods ending Returns required to be filed by or with respect to the Taxpayers on or prior to the Closing Date that are required Date, and Sellers shall pay or cause to be filed after the Closing Datepaid all Taxes payable with respect to such Tax Returns. Such Except as otherwise required by applicable law, all such Tax Returns shall be prepared in a manner consistent with the past practices practice of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on such Tax Returns Taxpayers. (together, with schedules, statements and, to the extent requested by Buyer, supporting documentationb) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer Purchaser shall prepare and file, or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns required to be filed by or with respect to the Taxpayers after the Closing Date for the Group Companies for Pre-Closing Tax Periods, other than Tax Returns of Sellers. Except as otherwise required by applicable law, all Straddle Periods. Such such Tax Returns shall be prepared in a manner consistent with the past practices practice of the Group Companies, except as otherwise required by applicable Tax Law or changes in factsTaxpayers. Buyer Purchaser shall permit Seller to review and comment on deliver drafts of any such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) Sellers at least 30 ten (10) days prior to the due date for filing (including extensions) of such Tax Returns (after giving effect to lawful extensions of time to file) and shall revise consider in good faith any revisions to such Tax Returns as are reasonably requested by Sellers. (c) Purchaser shall prepare or cause to be prepared and filed all Tax Returns required to be filed by or with respect to the Taxpayers for all Straddle Periods. Except as otherwise required by applicable law, all such Tax Returns shall be prepared in a manner consistent with past practice of the Taxpayers. Purchaser shall deliver drafts of any such Tax Returns to reflect any reasonable comments made by Seller Sellers at least ten (10) days prior to the due date for filing of such Tax Returns, but only Returns (after giving effect to lawful extensions of time to file) and shall consider in good faith any revisions to such Tax Returns as are reasonably requested by Sellers to the extent such revisions relate to or affect Taxes attributable to the failure to include such comments could reasonably be expected to increase the Liability portion of the Seller for Taxes Straddle Period that ends on the Closing Date (as determined pursuant to this Agreement. Any amended Tax Return Section 7.2). (d) Sellers shall pay to Purchaser the Taxes of the Group Companies or claim Taxpayers for all Pre-Closing Tax refund on behalf Periods in respect of any Tax Returns of the Group Companies Taxpayers for which Purchaser files or causes to be filed pursuant to Section 7.4(b) at least two (2) Business Days prior to the due date for filing (after giving effect to lawful extensions of time to file) any such Tax Return. Sellers shall pay to Purchaser Sellers’ allocable share of the Taxes of the Taxpayers through and including the Closing Date (as determined under Section 7.2) in respect of any Straddle Period Tax Returns (for the avoidance of doubt, which shall be determined for all purposes under this Agreement by attributing any Transaction Related Expenses to the Pre-Closing Tax Period) of the Taxpayers for which Purchaser files or causes to be filed pursuant to Section 7.4(c) at least two (2) Business Days prior to the due date for filing (after giving effect to lawful extensions of time to file) any such Tax Return. Notwithstanding the two preceding sentences, Sellers shall not be liable for any Taxes incurred by a Taxpayer in a Pre-Closing Tax Period shall be filed, or caused to be filed, only the portion of the Straddle Period that ends on the Closing Date solely by Seller. Notwithstanding anything to reason of (i) any transaction undertaken by Purchaser on the contrary anywhere Closing Date that is not in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods ordinary course of business or (and otherwise treated as attributable to Pre-Closing Tax Periodsii) to any Section 338 election made by the extent permitted by LawPurchaser.

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

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

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

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

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

Tax Returns. Following (a) Seller shall be entitled to prepare and file (or cause to be prepared and filed) any and all Tax Returns of any member of the Subject Company Group (i) with respect to all Pre-Effective Time Taxes or (ii) which are filed prior to the Closing (the “Seller Prepared Returns”). Each Seller-Prepared Return will be prepared on a basis consistent with past practice except to the extent otherwise required by applicable Laws. Prior to the Closing, Seller shall cause the Subject Company Group to timely remit all Taxes shown as due on a Seller-Prepared Return that become due and payable prior to the Closing Date. (b) Purchaser shall prepare or cause to be prepared and file or cause to be filed, at the expense of Seller, all Tax Returns for of any member of the Subject Company Group Companies for all Tax Periods ending on or prior not prepared by Seller that relate to the Closing Date a Pre-Effective Time Period that are required to be filed after the Closing DateDate (excluding, for the avoidance of doubt, any Seller Combined Returns, the “Purchaser Prepared Returns”). Such Tax Returns Each Purchaser Prepared Return shall be prepared in on a manner basis consistent with past practice except to the past practices of the Group Companies, except as extent otherwise required by applicable Laws. Purchaser shall, reasonably in advance of the due date (taking into account any applicable extensions) of each Purchaser Prepared Return (which in the case of any Income Tax Law or changes in facts. Seller Return, shall permit Buyer to review and comment on such Tax Returns not be less than twenty (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation20) at least 30 days prior to the such due date for filing (including extensions) date), deliver a draft of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Purchaser Prepared Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or together with all supporting documentation and workpapers) to Seller for its review and comment. Purchaser will cause such other parties to, cooperate fully and punctually in signing such Tax Purchaser Prepared Return in order (as revised to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause incorporate Seller’s reasonable comments) to be prepared timely filed and file or cause provide a copy thereof to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Law.

Tax Returns. Following the Closing, Seller (a) Buyer shall prepare and timely file, or cause to be prepared and file or cause to be timely filed, at the expense of Seller, all Tax Returns for the Group Companies for all each Company Member with respect to Pre-Closing Tax Periods ending on or prior to other than the Closing Date that are required to be filed after the Closing DateSeller Prepared Tax Returns (each, a “Buyer Prepared Tax Return”). Such All Buyer Prepared Tax Returns shall be prepared in a manner consistent with the past practices practice of the Group CompaniesCompany Members, except as otherwise provided in this Agreement or required by applicable Tax Law or changes in factsLaw. Seller Buyer shall permit Buyer to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) deliver at least 30 20 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Buyer Prepared Tax ReturnsReturns to Sellers a draft of such Buyer Prepared Tax Returns for Sellers’ review and approval, which approval shall not be unreasonably withheld, conditioned or delayed; provided that any disagreement between the Parties or refusal to approve shall be submitted to the Independent Accountant for final determination. If Sellers shall pay to Buyer the amount of Taxes shown as due and owing by any Company Member on such Buyer Prepared Tax Return must be signed by BuyerReturns no later than five days prior to the due date for payment thereof to the relevant Tax Authority, any Affiliate thereof or except to the Group extent such amount was included as a liability in the calculation of Closing Working Capital, as finally determined pursuant to Section 2.2(d). In the event that the New Holding Partnership owns the Companies (or any representative prior to the Closing Date, the Parties shall cause a “closing of the foregoing), Buyer agrees that it willbooks” of the New Holding Partnership as of the Closing Date. (b) Sellers shall prepare and timely file, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be timely filed, at the expense of Buyer, all Tax Returns for the Group Companies (i) Sellers for all Straddle Tax Periods, and (ii) the Company Members as such Company Members were constituted prior to the Pre-Closing Reorganizations for any Tax Period ending on or before the Closing Date (each Tax Return referenced in this Section 13.1(b)(ii), a “Seller Prepared Tax Return”). Such The Seller Prepared Tax Returns shall be prepared in a manner consistent with the past practices practice of the Group Companies, Company Members except as to the extent otherwise required by this Agreement or applicable Tax Law or changes in factsLaw. Buyer Sellers shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) deliver at least 30 20 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Seller Prepared Tax ReturnsReturns to Buyer a draft of such Seller Prepared Tax Returns for Buyer’s review and approval, but only which approval shall not be unreasonably withheld, conditioned or delayed; provided that any disagreement between the Parties or refusal to approve shall be submitted to the extent the failure to include such comments could reasonably be expected to increase the Liability Independent Accountant for final determination. (c) The Parties hereto agree that (i) an election under Section 754 of the Seller Code (a “Section 754 Election”) shall be made with respect to New Holding Partnership for Taxes pursuant to this Agreement. Any amended any income Tax Return that includes the Closing Date, and (ii) Buyer shall be the “Partnership Representative” as that term is defined in Section 6223(a) of the Group Companies or claim Code, for the Seller Prepared Tax refund on behalf Returns in accordance with the terms set forth in the Operating Agreement. (d) The portion of the Group Companies any Tax for any a Straddle Period that is allocable to a Pre-Closing Tax Period shall be filedwill be: (i) in the case of Property Taxes, or caused deemed to be filed, only the amount of such Taxes for the entire Straddle Period multiplied by Seller. Notwithstanding anything to the contrary anywhere in this Agreementa fraction, the Parties agree that all Transaction Deductions will be reported numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Periods Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year of each Company Member terminated at the close of business on the Closing Date. (e) The Closing Purchase Price, and otherwise all other amounts received pursuant to this Agreement and treated as attributable to Preamounts realized by the Sellers for U.S. federal income tax purposes, shall be allocated in the manner set forth in Section 13.1(e) of the Disclosure Schedule attached hereto (the “Purchase Price Allocation”), which schedule has been prepared in a manner consistent with Code Section 1060 and Code Section 755. Each Party hereto shall, and shall cause their respective Affiliates to, report, act and file Tax Returns in all respects and for all purposes consistent with the Purchase Price Allocation, including for purposes of (i) determining the Buyer’s U.S. federal income tax basis in the assets of the Company Members, and (ii) Treasury Regulation Section 1.751-Closing Tax Periods1(a)(2) in determining the character of each Sellers’ gain or loss, as the case may be, for U.S. federal income tax purposes with respect to the extent permitted transactions contemplated by Lawthis Agreement, unless required to do otherwise by applicable Tax Law or with the prior written consent of the other Parties hereto, provided that prior to taking any position contrary to the Purchase Price Allocation, the Parties hereto agree to consult with each other regarding such contrary positions. Further, the Parties hereto agree to notify each other with respect to the initiation of any Audit relating to the Purchase Price Allocation, and agree to consult with each other with respect to any such Audit.

Tax Returns. Following The Seller shall, at its sole cost and expense, prepare or cause to be prepared in a manner consistent with past practice and timely file or cause to be timely filed when due all federal, state, local and foreign Tax Returns that are required to be filed by either Company (taking into account any valid extension of time to file) on or prior to the ClosingClosing Date (“Pre-Closing Tax Returns”). The Seller shall pay or cause to be paid any Taxes due in respect of such Pre-Closing Tax Returns to the extent such amount was not taken into account in the determination of the Closing Cash Consideration. The Seller shall provide the Buyer with copies of all such Tax Returns no later than 30 days prior to the due date for the filing thereof for the Buyer’s review and approval (such approval not to be unreasonably withheld, Seller conditioned or delayed). The Buyer, at its sole cost and expense, shall prepare or cause to be prepared and file or cause to be filed, at the expense of Seller, filed all Tax Returns for the Group Companies for all Tax Periods ending on or prior to of either Company that are due after the Closing Date that are required to be filed after the (“Post-Closing DateTax Returns”). Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except As soon as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 days reasonably practicable prior to the due date for filing (including extensions) of such any Post-Closing Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer Returns, but not less than 15 Business Days prior to such filing, the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit the Seller to review and comment on such Post-Closing Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Post-Closing Tax Returns relate to a Pre-Closing Tax Period, and the Buyer shall revise such Tax Returns to reflect consider in good faith any reasonable comments made provided by the Seller prior to the filing within ten (10) Business Days of receipt of such Tax Returns, but only . The Seller shall remit to the Buyer the amount shown as due on any Post-Closing Tax Return to the extent the failure such amount is attributable to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any a Pre-Closing Tax Period shall be filed(allocated, or caused with respect to be fileda Straddle Period, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing accordance with Section 6.6(b)) within five (5) Business Days after filing of such Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) Returns to the extent permitted by Lawsuch amount was not taken into account in the determination of the Closing Cash Consideration.

Tax Returns. Following (a) With respect to Tax Returns required to be filed by or with respect to the ClosingCompany (“Company Returns”), Seller shall, or shall cause its Affiliates to, prepare or cause to be prepared and file or cause to be filed, at the expense of filed (i) all Company Returns that do not include any Post-Closing Tax Period and (ii) all Company Returns that relate to Combined Taxes. If Buyer is required by Applicable Law to file any Company Return prepared by Seller, all Tax Returns for the Group Companies for all Tax Periods ending on Buyer shall file or prior to the Closing Date that are required cause to be filed after the Closing Date. Such Tax Returns any such Company Return, which shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit provided to Buyer to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 days five (5) Business Days prior to the due date for filing such Company Return under Applicable Law (including extensionstaking into account any extensions thereof) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer no later than two (2) Business Days prior to the due date for filing of such Tax Returns. If any such Tax Return must be signed by BuyerCompany Return, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it willSeller shall, or will shall cause such other parties its Affiliates to, cooperate fully pay to Buyer an amount equal to any Covered Taxes shown as due and punctually payable with respect to such Company Return. (b) Except as set forth in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing‎Section 7.02(a), Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, filed all Tax Returns for the Group Companies for all Straddle PeriodsCompany Returns. Such Tax Returns Buyer shall prepare or cause to be prepared all such Company Returns that relate to a Straddle Period (“Straddle Period Returns”) in a manner consistent with the past practices of Seller, its Affiliates and the Group CompaniesCompany, except as otherwise required by applicable Tax Law or changes in factsApplicable Law. Buyer shall permit deliver to Seller to a draft of any Straddle Period Return for review and comment on such Tax Returns by Seller no later than twenty (together, with schedules, statements and, 20) days prior to the extent requested by Sellerdue date for the filing of such Straddle Period Return (taking into account extensions), supporting documentationand Buyer shall cooperate in good faith with Seller or its designee to resolve any disagreements prior to the required due date for filing such Straddle Period Return. If the parties are unable to resolve all open issues with respect to any such Straddle Period Return, such open issues shall be referred to the Auditor no later than five (5) at least 30 days prior to the due date for filing such Straddle Period Return. No later than two (including extensions2) of Business Days prior to the due date for filing any Straddle Period Return, Seller shall, or shall cause its Affiliates to, pay to Buyer an amount equal to the Covered Taxes shown as due and payable with respect to such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior Straddle Period Return. If, subsequent to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax any Straddle Period Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere described in this Agreementparagraph, the Parties agree Auditor determines that the Straddle Period Return was filed incorrectly, Buyer shall file an amended Straddle Period Return and Buyer shall pay to Seller or an Affiliate thereof designated by Seller an amount equal to all Transaction Deductions will be reported in Pre-Closing Tax Periods (excess Taxes paid by Seller and otherwise treated as attributable its Affiliates with respect to Pre-Closing Tax Periods) to the extent permitted by Lawsuch Straddle Period Return.

Tax Returns. (a) The Sellers’ Representative shall prepare and file (or cause the Company to prepare and file) all income Tax Returns relating to the Company, the Acquired Assets, and the Business for taxable periods ending on or before the Closing Date. (b) Following the Closing, Seller the Buyer shall prepare and file (or cause the Company to be prepared prepare and file or cause to be filed, at the expense of Seller, file) all other Tax Returns for that relate to the Group Companies for all Tax Periods Company, the Acquired Assets, and the Business. With respect to taxable periods ending on or prior to the Closing Date that are required to be filed after before, or including, the Closing Date. Such , such Tax Returns shall be prepared in on a manner basis consistent with those prepared for prior taxable periods unless, and to the past practices extent, counsel for the Company renders a legal opinion that there is no reasonable basis in law therefor or determines that a Tax Return cannot be so prepared and filed without being subject to penalties. With respect to any Tax Return required to be filed with respect to the Acquired Assets, the Business or the Company after the Closing Date and as to which Taxes are allocable to the Sellers under Section 8.1(e) hereof, the Buyer shall provide the Sellers’ Representative with a copy of such completed Tax Return and a statement (with which the Group CompaniesBuyer will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 8.1(e) at least thirty (30) days prior to the due date (including any extension thereof) for filing of such Tax Return, except as otherwise required by applicable Tax Law or changes in facts. Seller and the Sellers’ Representative shall permit Buyer have the right to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns Return and shall revise such Tax Returns to reflect any reasonable comments made by Buyer statement prior to the filing of such Tax ReturnsReturn, which comments shall be considered in good faith by the Buyer. If The Sellers’ Representative and the Buyer agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return must be signed and statement by Buyerthe Sellers’ Representative. (c) Neither the Buyer nor any Affiliate of the Buyer shall amend, refile or otherwise modify, or cause or permit the Company to amend, refile or otherwise modify, any Affiliate thereof Tax election or Tax Return with respect to any taxable period (or portion of any taxable period) ending on or before the Closing Date without the prior written consent of the Sellers’ Representative, which consent shall not be unreasonably withheld; provided, however, that any increase in Taxes incurred by the Sellers or the Group Companies (Company resulting from any such amendment, refiling or any representative other modification shall not constitute, by itself, grounds for withholding consent i) to the extent attributable to such previously-filed Tax Return not being complete and accurate in all material respects which determination shall be based upon written advice of counsel that the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing Company is subject to penalties with respect to such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentationii) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include Buyer indemnifies the Sellers for any such comments could reasonably be expected to increase the Liability of the Seller increased liability for Taxes pursuant to this Agreement. Any amended Tax Return of incurred by the Group Companies Sellers or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawCompany.

Tax Returns. Following the Closing, (i) Seller shall prepare or cause to be prepared and file or cause to be filed, at the expense of Seller, all income Tax Returns for with respect to the Group Acquired Companies for all Tax Periods periods ending on or prior to before the Closing Date that are required to (“Pre-Closing Income Tax Returns”), shall be filed after the Closing Date. Such responsible for expenses of preparing such Tax Returns and shall pay all Taxes shown as due thereon. Each such Tax Return shall be prepared in a manner consistent with the past practices of the Group Companiespractice, except as unless otherwise required by applicable Tax Law or changes in factsApplicable Law. Seller shall permit file or cause to be filed all such Tax Returns; provided that if under applicable laws, Seller is not permitted to execute or cause to be executed, or file or cause to be filed, such Tax Returns, then Seller shall provide such returns to Buyer no later than thirty (30) days before such Tax Returns are due, and Buyer shall file or cause to review and comment on be filed such Tax Returns (togetherand if necessary shall execute or cause to be executed such Tax Returns) along with payment of Taxes due as remitted by Seller. (ii) Except as provided above, Buyer shall prepare and file or cause to be prepared and filed each Tax Return of the Acquired Companies required to be filed after the Closing Date that relate to periods beginning and ending after the Closing Date, and shall be responsible for expenses of preparing such Tax Returns. (iii) With respect to a Tax Return of an Acquired Company relating to a period beginning before, and ending after, the Closing Date (“Straddle Period”): (1) such Tax Returns (including Internal Revenue Service Form 5471) shall be prepared by Buyer taking into consideration the past practices associated with schedules, statements and, the preparation of such Tax Returns; (2) a draft of each such Tax Return shall be provided to the extent requested by Buyer, supporting documentation) Seller for review and comment at least 30 thirty (30) days prior to the due date for filing such Tax Return; and (3) Buyer shall take into consideration such proposed changes to such Tax Returns as are furnished in writing by Seller. Buyer shall pay or shall cause to be paid all Taxes shown to be due and owing thereon, and Seller shall pay to Buyer promptly after notice, the amount of any Taxes in respect of the period prior to Closing as determined under this Section 5.6(a)(ii) (“Pre-Closing Taxes”) shown to be due and owing on any such Tax Returns. If Seller objects to any amount owed by it on any Tax Return with respect to any Pre-Closing Taxes, Seller shall, as promptly as practicable but in no event later than fourteen (14) days after receipt of such Tax Return, notify Buyer in writing that it so objects, specifying with particularity any such objection and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Seller and Buyer shall negotiate in good faith to resolve their disagreement. If Seller and Buyer have not resolved their disagreement within ten (10) Business Days after receipt by Buyer of such notice, they shall refer the matter for resolution to the Independent Firm, the decision of which shall be binding on Buyer and Seller. The costs, fees and expenses of the Independent Firm shall be borne equally. If the Independent Firm is unable to make a determination with respect to any disputed item prior to the due date (including extensions, which extensions shall be sought whenever possible) for filing of the Tax Return in question, Buyer may file such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to Return on the due date without Seller’s consent. Notwithstanding the filing of such Tax Returns. If Return, the Independent Firm shall make a determination with respect to any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully disputed issue and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns appropriate adjustments shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns made to reflect any reasonable comments made by Seller prior such determination not later than ten (10) Business Days after such decision has been rendered. (4) In allocating the Parties’ respective liabilities under Section 5.6(a)(iii) with respect to a Straddle Period, the filing amount of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period Taxes based on income, gain, or profits shall be fileddetermined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, or caused shall be deemed to be filedterminate at such time), only by Seller. Notwithstanding anything to and the contrary anywhere in this Agreement, amount of other Taxes for the Parties agree Straddle Period that all Transaction Deductions will be reported in are treated as Pre-Closing Taxes shall be deemed to be the amount of such Tax Periods (for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Tax period ending on the Closing Date and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawdenominator of which is the number of days in such Straddle Period.

Tax Returns. Following Prior to the Closing, Seller the Company shall prepare and file, or cause to be prepared and file filed, all Tax Returns of the Company that are due on or before the Closing Date and shall pay or cause to be filed, at the expense of Seller, paid all Taxes shown due thereon. All such Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed after the Closing Date. Such Tax Returns described in this Section 7.12(a) shall be prepared in a manner consistent with the past practices of the Group Companiespractice, except as otherwise required by applicable Tax Law or changes in factsLaw. Seller Except as set forth on Schedule 7.12(a), the Company shall permit Buyer to review and comment on such provide Parent with copies of completed drafts of the Tax Returns (together, with schedules, statements and, to described in the extent requested by Buyer, supporting documentation) preceding sentence at least 30 twenty (20) days prior to the due date for filing (including extensions) of thereof, along with supporting work papers, for Parent’s review and approval, such approval not to be unreasonably withheld. Parent and the Company shall attempt in good faith to resolve any disagreements regarding such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returnsdue date for filing. If In the event that Parent and the Company are unable to resolve any dispute with respect to such Tax Return must at least ten (10) days prior to the due date for filing, such dispute shall be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoingresolved pursuant to Section 7.12(c), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit which resolution shall be binding on the timely filing of such Tax ReturnParties. Following After the Closing, Buyer Parent shall cause the Company to prepare and file, or cause to be prepared and file filed, all U.S. federal income Tax Returns of the Company and its Subsidiaries that are due after the Closing Date with respect to Pre-Closing Tax Periods or the portion of a Straddle Period ending on the Closing Date and shall pay or cause to be filed, at the expense of Buyer, paid all Taxes shown due thereon. All such Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns described in this Section 7.12(a)(ii) shall be prepared in a manner consistent with the past practices of the Group Companiespractice, except as otherwise required by applicable Tax Law or changes in factsLaw. Buyer Parent shall permit Seller to review and comment on such provide the Stockholders’ Representative with copies of completed drafts of the Tax Returns (together, with schedules, statements and, to described in the extent requested by Seller, supporting documentation) preceding sentence at least 30 twenty (20) days prior to the due date for filing (including extensions) of thereof, along with supporting work papers, for the Stockholders’ Representative’s review and approval, such approval not to be unreasonably withheld. The Stockholders’ Representative and Parent shall attempt in good faith to resolve any disagreements regarding such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of due date for filing. In the event that Parent and the Stockholders’ Representative are unable to resolve any dispute with respect to such Tax Returns, but only Return at least ten (10) days prior to the extent the failure to include due date for filing, such comments could reasonably dispute shall be expected to increase the Liability of the Seller for Taxes resolved pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period Section 7.12(c), which resolution shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to binding on the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawParties.

Tax Returns. Following the Closing, Seller (a) International Holdco shall prepare or cause to be prepared all income Tax Returns of Etratech HK and file its Subsidiaries for any Pre-Closing Tax Period. Within 90 days after the Closing Date, the Buyer shall cause Etratech HK to deliver all materials and supporting detail requested or cause required by International Holdco or its representatives to be filed, at the expense of Seller, prepare all such income Tax Returns. Tax Returns for the Group Companies for all Pre-Closing Tax Periods ending on shall be prepared in a manner consistent with past practices of such corporations (but may, for greater certainty, include deductions for Transaction Expenses), unless otherwise required by applicable Law or change in facts. At least 30 calendar days prior to the due date of any income Tax Return for a Pre-Closing Date that are Period, or such shorter period as required to timely file such Tax Return, International Holdco shall provide to the Buyer for review and comment drafts of all such income Tax Returns required to be filed after the Closing DateDate and shall make such changes as may be requested by the Buyer, acting reasonably. The Buyer shall cause such corporations to timely file such Tax Returns. (b) The Buyer shall cause to be prepared all income Tax Returns of Etratech HK and its Subsidiaries for any Straddle Period. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companiespractices, except as unless otherwise required by applicable Tax Law or changes change in facts. Seller shall permit Buyer to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at At least 30 calendar days prior to the due date of any income Tax Return for filing (including extensions) of a Straddle Period, or such shorter period as required to timely file such Tax Return, the Buyer shall provide to the Sellers for review and comment drafts of all such income Tax Returns required to be filed by Etratech SHARE AND ASSET PURCHASE AGREEMENT HK and its Subsidiaries after the Closing Date and shall revise make such Tax Returns changes as may be requested by the Sellers, acting reasonably. The Buyer shall cause Etratech HK and its Subsidiaries to reflect any reasonable comments made by Buyer prior to the filing of timely file such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Law.

Tax Returns. Following the Closing, (a) Seller shall timely prepare or cause to be prepared and file or cause to be filed, at the expense of Seller, all Tax Returns for of the Group Companies Company and its Subsidiaries for all Pre-Closing Tax Periods ending on or prior to the Closing Date that are required to be filed after the Closing Date. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companiespractice and, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns, no positions shall be taken, elections made, or methods adopted that are inconsistent with positions taken, elections made, or methods used in preparing similar Tax Returns in prior periods without the consent of the Purchaser which consent shall not be unreasonably withheld. (togetherb) Seller shall file or cause to be filed when due all Tax Returns of the Company and its Subsidiaries for all Pre-Closing Tax Periods that are filed on a consolidated, combined, or unitary basis by the Seller (including all federal income Tax Returns, and including all Tax Returns of the Company and its Subsidiaries for the period ending on the Closing Date), and the Seller shall be responsible for the contents of such Tax Returns and for the payment of all Taxes shown to be due thereon; provided, however, that the Seller shall furnish the Purchaser and the Company with schedulescopies of such Tax Returns of the Company and its Subsidiaries, statements andon a separate company basis, within 30 days following the filing date (15 days for any such state income or franchise Tax Returns filed with the states of California, Florida or Colorado). Seller shall prepare and send to the extent requested by Seller, supporting documentation) Company as promptly as practicable but at least 30 five business days prior to the due date for filing (including any permitted extensions) of such all other Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused that are required to be filed, only filed by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that Company and its Subsidiaries for all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods, and the Seller or, after the Closing Date, the Purchaser shall file or cause to be filed when due such other Tax Returns. At least five (5) business days prior to the date on which the Taxes due with respect to such other Tax Returns are required to be paid, the Seller shall provide the Purchaser, without offset, with the funds, or (at the Seller's discretion, but only if electronic payment is not required) with checks payable to the appropriate governmental authorities, for the payment of all Taxes unpaid as of the Closing Date shown to be due on such other Tax Returns, and the Purchaser shall be responsible for the payment of all Taxes unpaid as of the Closing Date shown to be due on such other Tax Returns, provided that the Purchaser's obligation to pay such Taxes shall not limit the Purchaser's indemnification rights against the Seller pursuant to Section 7.7. If any such Tax Return shows an overpayment of Taxes due, Purchaser shall pay to Seller, without offset, the full refund of the amount no later than five business days after the earlier of the Purchaser's receipt of a refund on account of such overpayment and the application of such overpayment to offset a Tax liability of the Purchaser or an Affiliate of the Purchaser otherwise due. (c) Purchaser shall prepare and file all Tax Returns of the Company and each entity that is a Subsidiary of the Company immediately following the Closing for all Post-Closing Tax Periods. As promptly as practicable but at least five business days before the due date, the Purchaser shall furnish the Seller with copies of all Tax Returns of the Company and each entity that is a Subsidiary of the Company immediately following the Closing for any Post-Closing Tax Period that includes the Closing Date. At least five business days prior to the date on which the Taxes shown on such Tax Returns are required to be paid, the Seller shall provide the Purchaser, without offset, with the funds for the payment of all Taxes shown to be due on such Tax Returns that are attributable to the portion of such Tax periods ending on the Closing Date and the Purchaser shall be responsible for the payment of all Taxes shown to be due on such Tax Returns, provided that the Purchaser's obligation to pay such Taxes shall not limit the Purchaser's indemnification rights against the Seller pursuant to Section 7.7. If any such Tax Return shows an overpayment of Taxes due, Purchaser shall pay to the Seller, without offset, the amount of such refund that is attributable to the portion of such Tax period ending on the Closing Date no later than five business days after the earlier of the Purchaser's receipt of a refund on account of such overpayment and the application of such overpayment to offset a Tax liability of the Purchaser or an Affiliate of the Purchaser otherwise due. (d) In the event that the Seller liquidates or dissolves prior to filing the Tax Returns on which the receipt of the Earnout Payment is required to be reported, Seller shall designate the Holders' Representative (as appointed pursuant to Section 2.3) to file such Tax Returns (including any amendment or modification to the extent permitted by LawSection 338 Forms to reflect the Earnout Payment) for the Seller and to pay all Taxes due with respect thereto.

Tax Returns. Following the Closing, Seller Canadian Purchaser shall prepare or cause to be prepared and file or cause to be filed, at the expense of Seller, all Tax Returns for the Group Companies of W▇▇▇▇ Canada for all Tax Periods periods ending on or prior to before the Closing Date that and which are required to be filed after the Closing DateDate ("Post-Closing Tax Returns"). Such The Sellers shall have the right to review any income tax returns to be filed for such periods prepared by Canadian Purchaser ("Post-Closing Income Tax Returns") and Canadian Purchaser shall provide the Sellers with such Post-Closing Income Tax Returns at least thirty (30) days prior to the relevant filing due date. Post-Closing Income Tax Returns shall be prepared on a consistent basis with past practice, including the taking of any deductions, provided that such past practice and deductions are made in accordance with applicable Law. If an item is treated in a Post-Closing Income Tax Return in a manner which is not consistent with the past practices previous filing position of W▇▇▇▇ Canada with respect to such item or if an item was not previously covered in a previous income tax return of W▇▇▇▇ Canada, the Sellers may notify Canadian Purchaser in writing within ten (10) Business Days after delivery of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Post-Closing Income Tax Returns to reflect any reasonable comments made by Buyer prior to the filing Sellers of their disagreement with the treatment of such item in the Post-Closing Income Tax ReturnsReturn together with a reasonably detailed description of the objection. If Sellers and the Canadian Purchaser will use good faith efforts to resolve any such objections within three (3) business days after delivery of the notice of disagreement. Other than as provided in this Section 15.2, Canadian Purchaser may file any Post-Closing Tax Return must be signed by Buyer, Returns as prepared. None of the Canadian Purchaser or any Affiliate thereof or affiliate of the Group Companies Canadian Purchaser shall (or shall cause or permit W▇▇▇▇ Canada to) amend, refile or otherwise modify any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Post-Closing Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with which causes the past practices Sellers’ to be liable to indemnify Canadian Purchaser pursuant to Article XII or causes a reduction in the Final Canadian Net Working Capital without the prior written consent of Sellers, which consent may not be unreasonably withheld, delayed, or conditioned, unless such amendment, refilling or modification is required by law. The parties agree that W▇▇▇▇ Canada shall elect under subsection 256(9) of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) ITA so that control of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period W▇▇▇▇ Canada shall be filed, or caused considered to be filed, only by Seller. Notwithstanding anything to have been acquired on the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawDate.

Tax Returns. Following For the Closingavoidance of doubt, any Tax deductions attributable to any payments or expenses borne directly or indirectly by either Seller Entity or by the Company Entities in connection with the transactions contemplated hereby shall be attributed, to the extent deductible on a “more likely than not” or higher basis in a Pre-Closing Tax Period, to such Seller Entity and shall be reflected on such Tax Returns filed with respect to such Seller Entity. Seller shall prepare or cause to be prepared and timely file or cause to be filed, at the expense of Seller, all timely filed any (x) Tax Returns of the Company Entities that are required to be filed on or before the Closing Date and (y) any Pass-Through Income Tax Returns of the Company Entities that are solely for the Group Companies for all Tax Periods taxable periods ending on or prior to the Closing Date that are required to be filed after the Closing Date(“Seller Returns”). Such Tax Seller Returns shall be prepared in a manner consistent with the past practices of the Group Companies, relevant Company Entity (except as otherwise required by applicable Tax Law Law) and any Taxes required to be paid pursuant to any such Seller Return shall be paid, or changes in factscaused to be paid, by the Seller Entities. Seller shall permit provide Buyer to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) a draft of any Seller Return at least 30 fifteen (15) days prior to the due date for filing thereof (including permitted extensions) of such Tax Returns for Buyer’s review and comment and shall revise such Tax Returns to reflect consider in good faith any reasonable comments made by Buyer prior to the filing of such Tax Returnsreceived from Buyer. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall cause each Company Entity to prepare and file (or cause to be prepared and file or cause to be filed, at the expense of Buyer, ) all Pass-Through Income Tax Returns of the Company Entities first due after the Closing Date for the Group Companies for all any Straddle Periods. Such Tax Returns shall be prepared Period (each, a “Straddle Period Return”), in a manner each case consistent with the past practices of the Group Companies, such Company Entity (except as otherwise required by applicable Tax Law or changes in factsLaw). Buyer shall permit provide Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) a draft of any Straddle Period Return at least 30 fifteen (15) days prior to the due date for filing thereof (including permitted extensions) of such Tax Returns for Seller’s review and comment, and shall revise such Tax Returns to reflect any incorporate Seller’s reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawthereto.

Tax Returns. Following the Closing, Seller shall prepare or cause to be prepared (at its expense) and file (or cause the Company to be filed, at the expense of Seller, file) all Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are Company required to be filed by the Company for all Pre-Closing Periods and that are due after the Closing Date. Such Tax Returns shall be prepared Date (taking into account extensions of time to file) and for all Straddle Periods in a manner consistent with the past practices of the Group Companies, except as practice unless otherwise required by applicable Law. In the case of any Tax Law or changes Return referred to in facts. this Section 10.1 that relates strictly to Income Taxes, Seller shall permit Buyer deliver to review and comment on Purchaser copies of such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) Return at least 30 days prior to the due date for filing such Tax Return (including taking into account all applicable extensions) of ). Purchaser shall have the right to review any such Tax Returns and shall revise prior to its filing and, within 10 days after the date of receipt by Purchaser of any such Tax Returns Return, provide reasonably detailed written comments to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or solely on the Group Companies (or any representative of the foregoing), Buyer agrees basis that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be is not prepared in a manner consistent with the past practices of the Group Companies, except as practice unless otherwise required by applicable Tax Law Law. If such objection cannot be mutually resolved by the Company or changes in facts. Buyer shall permit Purchaser and Seller within 10 days prior to review and comment the date on which such Tax Returns Return is required to be filed, the Company or Purchaser and Seller shall submit their disagreement for resolution to a nationally recognized accounting firm, whose determination shall be binding on the Parties and whose costs, fees and expenses shall be paid by (togetheri) Seller if the net resolution of the disputed items favors the Company, (ii) the Company or Purchaser if the net resolution of the disputed items favors Seller and (iii) otherwise equally by the Company or Purchaser and Seller. The Company shall sign any such Tax Return prepared by Seller in accordance with schedulesthis Section 10.1. Following the Closing, statements the preparation and filing of any Tax Return of the Company for any Post-Closing Period shall be exclusively within the control of the Company. Without the prior written consent of Purchaser, Seller (and, prior to the Closing, the Company, its Affiliates and their respective representatives) shall not, to the extent requested by Sellerit may affect or relate to the Company, supporting documentation) at least 30 days make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax Liability or reducing any Tax asset of Purchaser or the Company in respect of any Post-Closing Period. Seller agrees that Purchaser is to have no Liability for any Tax resulting from any such action of Seller (and, prior to the due date for filing Closing, the Company, its Affiliates and their respective representatives), and agrees to indemnify and hold harmless Purchaser (including extensionsand, after the Closing Date, the Company) of against any such Tax Returns and shall revise such or reduction of any Tax asset. For the avoidance of doubt, the Tax Returns required to reflect any reasonable comments made be filed by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Section 10.1 shall not include any Tax Return required to be filed by Seller or its Affiliates with respect to the Business, including as a result of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated Company’s status as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawa disregarded entity.

Tax Returns. Following the Closing, Seller The Company shall prepare or cause to be prepared and file or cause to be filed, at the expense of Seller, filed when due (taking into account all extensions properly obtained) all Tax Returns for that are required to be filed by or with respect to the Group Acquired Companies for all Tax Periods ending on or prior to the Closing Date Date, and the Company shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. Parent shall, or shall cause Purchaser to, file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed after by or with respect to the Acquired Companies for taxable years or periods ending on or before the Closing DateDate and for any Straddle Period (“Purchaser Prepared Tax Returns”). Such The Purchaser Prepared Tax Returns shall be prepared in a manner consistent with the past prior tax accounting practices and methods of the Group CompaniesAcquired Companies (except to the extent that Purchaser reasonably determines that such Tax Returns cannot be so prepared and filed or an item so reported in accordance with applicable Legal Requirements). To the extent that such Purchaser Prepared Tax Returns reflect a liability for which an indemnity claim may be made pursuant to Section 11.2(a) or a refund payable to the Selling Shareholders pursuant to Section 7.2(c), except as otherwise required by applicable Parent shall, or shall cause Purchaser to, provide to the Sellers’ Representative copies of all such Purchaser Prepared Tax Law or changes in facts. Seller Returns (including all relevant work papers) that are income Tax Returns at least thirty (30) days prior to filing and all such Purchaser Prepared Tax Returns (including all relevant work papers) that are non-income Tax Returns at least fifteen (15) days prior to filing, shall permit Buyer the Sellers’ Representative to review and comment on each such Purchaser Prepared Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 days Return prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any consider in good faith all reasonable comments made by Buyer prior to the filing Sellers’ Representative that are requested within ten (10) days after delivery of such Purchaser Prepared Tax Returns. If Parent and Purchaser shall incorporate any such Tax Return must reasonable comments requested by the Sellers’ Representative to the extent such comments relate to items that would be signed by Buyerexpected to affect the Taxes of the Selling Shareholders. The Parties acknowledge and agree that (i) to the extent applicable Tax-related Legal Requirements so permit, the Parties will treat or elect to treat the taxable year of the Acquired Companies as terminating on the Closing Date, (ii) to the extent applicable Tax-related Legal Requirements so permit, any Affiliate thereof or income Tax deduction arising from the Group Companies (or any representative of the foregoing)bonuses, Buyer agrees that it willoption cashouts, restricted stock units, or will cause such other parties tocompensation and transaction expenses payments funded with the Purchase Price or made by the Company or its Subsidiaries in connection with the transactions contemplated by this Agreement shall be allocable to the Pre-Closing Tax Period, cooperate fully and punctually (iii) to the extent applicable Tax-related Legal Requirements so permit, e-TeleQuote shall make a timely election under Revenue Procedure 2011-29, 2011-18 I.R.B. 746, to apply the seventy per cent (70%) safe-harbor to any expenses that are “success based fees” as defined in signing such Tax Return in order to permit Treasury Regulation Section 1.263(a)-5(f). For the timely filing avoidance of such Tax Return. Following doubt, the Closing, Buyer Sellers’ Representative shall prepare and file, or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawCompany.

Tax Returns. Following the Closing, Seller The Shareholder Representative shall prepare or cause to be prepared and file or cause to be filed, at the expense of Seller, filed all Income Tax Returns for the Group Companies Company for all Tax Periods periods ending on or prior to the Closing Date that are required to be not filed after on or before the Closing Date, including but not limited to, the Final Income Tax Returns (the “Pre-Closing Period Returns”). Such Tax The Pre-Closing Period Returns shall be prepared in a manner consistent with the past practices practice of the Group CompaniesCompany, except as otherwise required by applicable Tax Law or changes in facts. Seller The Shareholder Representative shall permit Buyer provide drafts of the Pre-Closing Period Returns to the Parent for its review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 days prior to the due date for filing (including any extensions) for the filing thereof. Within 15 days of receiving such Tax draft of the Pre-Closing Period Returns, the Parent shall provide any comments to the Shareholder Representative and any dispute with respect to any such Pre-Closing Period Returns and shall revise such Tax Returns be governed by Section 8.1(e). In no event shall the provision of comments by the Parent to reflect the Shareholder Representative prevent the Shareholder Representative from timely filing any reasonable comments made by Buyer Pre-Closing Period Return; provided, however, that in the event the Accounting Firm has not yet resolved any dispute prior to the deadline for filing of such Tax Returns. If Pre-Closing Period Return (including any extensions), the Shareholder Representative shall file such Tax Pre-Closing Period Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative amendment) as prepared by the Shareholder Representative subject to amendment to reflect the decision of the foregoing)Accounting Firm when rendered, Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Returnif necessary. Following the Closing, Buyer Parent shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, filed all Tax Returns for the Group Companies Company (i) for all Straddle Periods. Such Tax periods ending on or prior to the Closing Date that are not filed on or before the Closing Date, other than those Tax Returns described in the first sentence of this Section 8.1(c); (ii) all Straddle Period Returns; and (iii) all Tax Returns for the Company relating to a Post-Closing Tax Period (the “Post-Closing Period Returns”). If a Post-Closing Period Return would cause the Shareholders to be liable to the Parent under Section 8.1(b), the Parent shall be prepared in a manner consistent with provide drafts of such Post-Closing Period Return to the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to Shareholder Representative for review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) comments at least 30 days prior to the due date for filing (including any extensions) for the filing thereof. Within 15 days of receiving such Tax Returns draft of the Post-Closing Period Returns, the Shareholder Representative shall provide any comments to the Parent and any dispute with respect to any such Post-Closing Period Return shall revise such Tax Returns be governed by Section 8.1(e). In no event shall the provision of comments by the Shareholder Representative to reflect the Parent prevent the Parent from timely filing any reasonable comments made by Seller Post-Closing Period Return; provided, however, that in the event the Accounting Firm has not yet resolved any dispute prior to the deadline for filing of such Tax ReturnsPost-Closing Period Return (including any extensions), but only the Parent shall file such Post-Closing Period Return (or amendment) as prepared by the Parent subject to amendment to reflect the extent the failure to include such comments could reasonably be expected to increase the Liability decision of the Seller for Taxes pursuant to this AgreementAccounting Firm when rendered, if necessary. Any amended Tax Return of The Parties acknowledge that it is their intent that the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported taken into account as losses or deductions in Pre-Closing Tax Periods to the greatest extent possible (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by applicable Law), and agree to prepare and file all Tax Returns in a manner consistent with such intent, notwithstanding any other provisions to the contrary in this Agreement.

Tax Returns. (a) Parent and Seller shall, at their sole cost and expense, file all Tax Returns of the Parent Affiliated Group. Following the Closing, Parent and Seller shall prepare or shall, at their sole cost and expense, cause to be prepared all other Tax Returns of each Company for any taxable period ending on or before the Closing Date. Such Tax Returns shall be prepared consistently with such Company’s practices, procedures, and accounting methods used prior to the Closing Date. Parent shall provide Buyer with copies of such completed Tax Returns at least twenty (20) days prior to the due date for filing thereof, along with supporting workpapers, for Buyer’s review. Buyer shall notify Parent within ten (10) days of the receipt of such a prepared Tax Return of any position taken on such Tax Returns that Buyer reasonably believes does not have sufficient legal support for the avoidance of penalties. Buyer and Parent shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that Buyer and Parent are unable to resolve any dispute with respect to such a Tax Return at least ten (10) days prior to the due date for filing, such dispute shall be resolved pursuant to Section 10.9, which resolution shall be binding on the parties. Buyer shall cause the Companies to timely file all Tax Returns required to be prepared by Parent pursuant to this Section 10.5(a), other than any Tax Returns of the Parent Affiliated Group. (b) Buyer, at the sole cost and expense of the Companies, shall file or cause to be filed, at the expense of Seller, filed all Tax Returns for the Group Companies for all of or including each Company (other than Tax Periods ending on or prior to the Closing Date that are required to be filed Returns described in Section 10.5(a)) due after the Closing Date. Such Tax Returns shall be prepared in a manner consistent consistently with such Company’s practices, procedures, and accounting methods used prior to the past practices Closing Date. Buyer shall provide Parent with copies of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on such completed Tax Returns (together, with schedules, statements and, that relate to the extent requested by Buyer, supporting documentation) a Straddle Period at least 30 twenty (20) days prior to the due date for filing thereof, along with supporting workpapers, for Parent’s review and approval. Parent shall notify Buyer within ten (including extensions10) Days of the receipt of such a prepared Tax Returns and shall revise such Tax Returns to reflect Return of any reasonable comments made by Buyer prior to the filing of disagreements regarding such Tax Returns. If Buyer and Parent shall attempt in good faith to resolve any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on disagreements regarding such Tax Returns (together, with schedules, statements and, prior to the extent requested by Seller, supporting documentation) due date for filing. In the event that Buyer and parent are unable to resolve any dispute with respect to such a Tax Return at least 30 ten (10) days prior to the due date for filing (including extensions) of filing, such Tax Returns and dispute shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes resolved pursuant to this Agreement. Any Section 10.9, which resolution shall be binding on the parties. (c) Buyer shall not permit any amended Tax Return to be filed for any of the Group Companies, and the Companies shall not file any amended Tax Return, with respect to any taxable period beginning on or claim for Tax refund on behalf before the Closing Date, without the written consent of Parent (which shall not be unreasonably withheld, delayed or conditioned). Buyer shall not permit any of the Group Companies for to, and the Companies shall not, carry back any Pre-loss, credit or other tax attribute from a taxable period beginning after the Closing Tax Period shall be filed, to a taxable period ending on or caused to be filed, only by Seller. Notwithstanding anything to before the contrary anywhere Closing without the prior written consent of Parent in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawits absolute discretion.

Tax Returns. Following the Closing, Seller shall prepare or (a) Tax Returns to be Prepared and Filed by Cadence. Cadence will be responsible for and will cause to be prepared and file or cause to be filed, at the expense of Seller, duly filed (i) all Tax Returns of the Tality Group (other than Group Tax Returns) to the extent that any member of the Cadence Group may be liable for the payment of any Tax due with respect to any such Tax Return, except for any Tax Return pertaining to degrouping under the applicable provisions of UK law, (ii) all Straddle Period Tax Returns, and (iii) all Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed after the Closing DateReturns. Such All such Tax Returns shall be prepared in a manner consistent with prior periods to the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on extent such Tax Returns (together, with schedules, statements and, have been filed in prior periods. All such Tax Returns that require the payment of material amounts by the Tality Group shall be submitted to the extent requested by Buyer, supporting documentation) at least 30 Tality no later than ten days prior to the due date for and filing thereof, and Tality shall have the right to review and comment thereon (including extensions) without such submission review or lack thereof affecting the indemnification obligations of Cadence under this Agreement). Such Tax Returns, as modified by reasonable comments of Tality (if applicable), shall be filed with applicable taxing authorities. Cadence shall pay or cause to be paid any and all Cadence Taxes that are due with respect to such Tax Returns Returns, and the Tality Group shall revise pay any Tality Taxes that are due with respect to such Tax Returns. (b) Tax Returns to reflect any reasonable comments made be Prepared and Filed by Buyer prior to the filing of such Tax ReturnsTality Group. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoingExcept as provided in Section 4.2(a), Buyer agrees that it will, or the Tality Group shall be responsible for and will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, duly filed all Tax Returns of or with respect to any member of the Tality Group to the extent that they may be liable for the Group Companies for payment of any Tax due with respect to any such Tax Return and all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, including information returns) that are required to be filed by the Partnership. The Tality Group shall pay all Tality Taxes that are due with schedules, statements and, respect to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Law.

Tax Returns. Following the Closing, Seller Sellers shall prepare or cause to be prepared and file or cause to be filed, at the expense of Seller, filed all Tax Returns tax returns for the Group Companies Company for all Tax Periods periods ending on or prior to the Closing Date that Date, which are required to be filed after the Closing Date. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer Purchaser to review and comment on each such Tax Returns (togethertax return prior to filing. All such tax returns shall be prepared and filed in a manner that is consistent with the prior practice of the Company. If any such tax returns are due after the closing and if the Seller is not authorized to file such tax return by law, with schedules, statements and, the Sellers shall submit drafts of such returns to the extent requested by Buyer, supporting documentation) Purchaser for its review at least 30 20-days prior to the due date of any such tax return, provided, however, that such drafts of any such tax return shall be subject to the Purchaser’s review and approval. If the Sellers are not authorized to file such tax return by law, Purchaser shall timely file (or cause to be filed) such tax return due after the Closing Date with the appropriate taxing authorities. The Sellers shall pay or cause to be paid all taxes due and payable in respect of such pre-closing period tax return to the Purchaser no later than three-days prior to the due date of such tax return. The Purchaser shall, in connection with its obligation to file (or cause to be filed) such tax return, pay (or cause to be paid) to the appropriate tax authority the amount of taxes shown to be due on such tax return. The Purchaser shall prepare and file or cause the Company to prepare and timely file, all tax returns to be filed by the Company, for filing all Straddle Periods (including as defined herein). All such tax returns shall be prepared and filed in a manner that is consistent with the prior practice of the Company, except as required by applicable law. The Purchaser shall deliver drafts of all such tax returns to the Seller for its review at least 30-days prior to the due date of any such tax return (taking into account valid extensions) of such Tax Returns and shall revise notify the Sellers of the Purchaser’s calculation of the Sellers’ share of the taxes of the Company for any Straddle Period, provided, however, that such Tax Returns tax returns and such calculation of the Sellers’ share of the tax liability for such period shall be subject to reflect any reasonable comments made by Buyer the Sellers’ review and approval, which approval shall not be unreasonable withheld or delayed. No later than five days prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyertax return, any Affiliate thereof or the Group Companies (or any representative Seller shall deliver to Purchaser in immediately available funds the amount of Sellers’ share of the foregoing)tax liability for such period. Subject to the preceding sentence, Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer Purchaser shall prepare pay or cause to be prepared paid their allocable share of any taxes due and file or cause payable in respect of such period. The parties shall act in good faith to resolve any dispute prior to the date on which a tax return is required to be filed. If the parties hereto cannot resolve any disputed item, at the expense of Buyeritem in question shall be resolved by an accounting firm, all Tax Returns which may be the accounting firm for the Group Companies for all Straddle PeriodsPurchaser, as promptly as practicable. Such Tax Returns The fees and expenses of the accounting firm shall be prepared paid one half by the Sellers and one half by the Purchaser. The Sellers shall make available to the Purchaser all tax returns (and other information related to taxes, including tax work papers and files in a manner consistent with the past practices its possession) of the Group CompaniesCompany for taxable periods ending on December 31, except 2006 and thereafter as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, well all other information to the extent requested by Seller, supporting documentation) at least 30 days prior available. Sellers shall retain all books and records with respect to the due date for filing (including extensions) tax matters pertinent to the Company relating to any tax period being before the Closing Date until the expiration of such Tax Returns the statute of limitations or the respective taxable periods and shall revise such Tax Returns to reflect abide by all record retention agreements with any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawtax authority.

Tax Returns. Following the Closing, (A) Seller shall prepare or cause to be prepared and file or cause to be filed, at responsible for the expense timely filing (taking into account any extensions received from the relevant tax authorities) of Seller, all Tax Returns for whenever due that are required by Law to be filed by or include the Group Companies for Company or any Company Subsidiary in respect of all Tax Periods periods ending on or prior to before the Closing Date that are (other than an Interim Period); and (B) such Tax Returns shall be true, correct and complete in all material respects and accurately set forth all items to the extent required to be filed after the Closing Datereflected or included in such Tax Returns by Law, regulations or rules. Such Tax Returns shall be prepared in on a manner basis consistent with the past practices those prepared for prior taxable periods unless a different treatment of the Group Companies, except as otherwise any item is required by applicable an intervening change in law. (ii) Purchaser shall be responsible for the timely filing (taking into account any extensions received from the relevant Tax authorities) of all Tax Returns required by Law to be filed by or changes include the Company or any Company Subsidiary in factsrespect of any period ending after the Closing Date, provided, however, that any Tax Return required to be filed by Purchaser, the Company or any Company Subsidiary relating to any Straddle Period shall be submitted (with copies of any relevant schedules, work papers and other documentation then available) to Seller for Seller's review not less than 45 days prior to the due date for the filing of such Tax Return, and Purchaser and Seller shall reasonably cooperate in the preparation of such Tax Returns. Seller shall permit Buyer have the option of providing to review and comment on such Tax Returns (togetherPurchaser, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at any time at least 30 days prior to the due date for filing date, written instructions as to how Seller wants any, or all, of the items that are allocated to Seller in accordance with Section 5.4(a) treated on such Tax Return and Purchaser shall make a good faith effort to comply with Seller's instructions, or, in the absence of such instructions, to treat the item in accordance with past practice, if any, to the extent permissible under applicable Law. (iii) Purchaser shall promptly pay to Seller an amount equal to any refund or credit (including extensionsany interest paid or credited with respect thereto) of or against Taxes received by Purchaser, the Company or any Company Subsidiary (A) relating to taxable periods ending on or before the Closing Date (other than to the extent such refunds relate to the carryback of net operating losses, Tax credits, or other Tax attributes arising in respect of periods ending after the Closing Date to periods ending on or prior to the Closing Date) or (B) attributable to Taxes that gave rise to an indemnity by Seller pursuant to Article VIII. Except as provided immediately below, Purchaser shall, if requested by Seller and at Seller's expense, cause the relevant entity to file for and obtain any refund or credit that would give rise to a payment under this paragraph. In the case of such refunds in connection with Tax Returns filed in respect of a Straddle Period, Purchaser and Seller shall jointly control the prosecution of such refund claims. In the case of such refunds in connection with other Tax Returns, Purchaser shall permit Seller to control the prosecution of any such refund claim at Seller's expense, and shall revise cause the relevant entity to authorize by appropriate power of attorney such person as Seller shall designate to represent such entity with respect to such refund claim; provided, however, that, prior to filing any such claim for a Tax Returns refund, Seller shall notify Purchaser in writing of Seller's intention to reflect any reasonable comments made by Buyer prior file such claim, shall provide Purchaser with the relevant details of such claim (including an explanation of the basis for such claim), and shall provide Purchaser with an opportunity to discuss the reasonableness of such claim, and Purchaser may provide Seller with a written objection to the filing of such Tax Returnsclaim not later than 30 days following the receipt of such notice from Seller. If any Purchaser makes such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior written objection to the filing of a refund claim, Seller shall not file such Tax Returnsclaim, but only shall be entitled to an indemnification from Purchaser in an amount equal to the extent value of such refund claim if Seller provides Purchaser with (i) an opinion from a nationally-recognized accounting firm stating that Seller's grounds for filing such claim are reasonable and (ii) a letter setting forth the failure to include value of such comments could reasonably be expected to increase claim. If Purchaser disputes the Liability value of the refund claim provided by Purchaser, then the parties shall submit the question to a nationally-recognized accounting firm jointly chosen by Purchaser and Seller, and shall accept the valuation reached by such accounting firm. Purchaser shall pay each indemnity obligation to Seller for Taxes arising pursuant to this Agreement. Any amended Tax Return Section 5.4(b)(iii) within 10 business days of the Group Companies or claim for Tax refund on behalf establishment of the Group Companies for any Pre-Closing Tax Period value of the relevant refund claim. (iv) Seller and its Affiliates shall be filed, or caused entitled to be filed, only by Seller. Notwithstanding anything to make the contrary anywhere election specified in this Agreement, the Parties agree that all Transaction Deductions will be reported in PreU.S. Treasury Regulation Section 1.1502-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Law.20

Tax Returns. Following the Closing, (a) Seller shall will prepare or cause to be prepared and file or cause to be filed, at the expense of Seller, filed all Tax Returns for the Group Companies for all Tax Periods periods ending on or prior to the Closing Date that which are required to be filed after the Closing Date, and Buyer will reasonably cooperate with Seller to enable Seller to do so. Such Any Tax Returns shall filed pursuant hereto must be consistent with the prior Tax Returns of the Companies unless otherwise required by applicable Laws. No later than twenty (20) days prior to filing, Seller will deliver to Buyer all such Tax Returns and any related work papers and will permit Buyer to review and comment on each such Tax Return and will make such revisions to such Tax Returns as are reasonably requested by Buyer. Seller will timely pay to the appropriate Taxing Authority any Taxes of the Company with respect to such periods to the extent such Taxes were not included as a liability in the calculation of Net Working Capital included in the Final Statement. (b) To the extent that any Tax Returns of PRS relate to any Tax periods which begin before the Closing Date and end after the Closing Date, PRS will prepare or cause to be prepared in a manner consistent with the past practices prior Tax Returns of the Group Companies, except as PRS unless otherwise required by applicable Laws and file or cause to be filed any such Tax Law or changes in factsReturns. Seller shall PRS will permit Buyer to review and comment on each such Tax Returns (together, with schedules, statements and, to Return described in the extent requested by Buyer, supporting documentation) preceding sentence at least 30 twenty (20) days prior to the due date for filing (including extensions) of such Tax Returns and shall revise will make such revisions to such Tax Returns to reflect any reasonable comments made as are reasonably requested by Buyer prior unless otherwise required by applicable Law. To the extent that any Tax Returns of PS relate to any Tax periods which begin before the filing of such Tax Returns. If any such Tax Return must be signed by BuyerClosing Date and end after the Closing Date, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or PS will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices prior Tax Returns of the Group Companies, except as PS unless otherwise required by applicable Laws and file or cause to be filed any such Tax Law or changes in factsReturns. Buyer shall PS will permit Seller to review and comment on each such Tax Returns (together, with schedules, statements and, to Return described in the extent requested by Seller, supporting documentation) preceding sentence at least 30 twenty (20) days prior to the due date for filing (including extensions) of such Tax Returns and shall revise will make such revisions to such Tax Returns to reflect any reasonable comments made as are reasonably requested by Seller prior to unless otherwise required by applicable Law. (c) For purposes of this Agreement, in the filing case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes but does not end on the Closing Date, the portion of such Tax Returns, but only which relates to the extent portion of such taxable period ending on the failure Closing Date will (i) in the case of any Taxes other than Taxes based upon or related to include income or receipts, be deemed to be the amount of such comments could reasonably Tax for the entire taxable period multiplied by a fraction (A) the numerator of which is the number of days in the taxable period ending on the Closing Date and (B) the denominator of which is the number of days in the entire taxable period, and (ii) in the case of any Tax based upon or related to income or receipts be expected deemed equal to increase the Liability amount which 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 will be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations will be made in a manner consistent with GAAP and the prior practice of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only applicable Company unless otherwise required by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by applicable Law.

Tax Returns. Following the Closing, (a) The Seller Representative shall prepare and timely file, or cause to be prepared and file or cause to be timely filed, at the expense of Seller, all income Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date Company Entities that are required to be filed after the Closing DateDate in respect of any Pre-Closing Tax Period, including any required Schedule K-1s and other information returns in respect of Pre-Closing Tax Periods (each a “Seller-Filed Pre-Closing Income Tax Return”). Such Seller-Filed Pre-Closing Income Tax Returns shall be prepared in a manner consistent with the past practices practice of the Group Companies, except as otherwise required by applicable Tax Law or changes in factsCompany Entities. The Seller Representative shall permit the Buyer to review and comment on each Seller-Filed Pre-Closing Income Tax Return prior to filing and shall consider all such comments in good faith. In accordance with Section 7.02, from and after the Closing, the Buyer shall, and shall cause the Company Entities to, provide any documents, information or other assistance reasonably requested by the Seller Representative in connection with the preparation, filing and any amendment of any such Seller-Filed Pre-Closing Income Tax Return. (b) The Buyer shall prepare and timely file, or cause to be prepared and timely filed all other Tax Returns for the Company Entities that are required to be filed after the Closing Date in respect of any Pre-Closing Tax Period or any Straddle Period (each such Tax Return, a “Buyer-Filed Tax Return”). Such Buyer-Filed Tax Returns shall be prepared consistent with the past practice of the Company Entities and without a change of any election or any accounting method. To the extent any such Buyer-Filed Tax Returns relate to a Pre-Closing Tax Period or a Straddle Period under which indemnification may be sought under Section 12.02, the Buyer shall submit a draft of such Tax Return and, in the case of a Straddle Period, a statement of the portion of Taxes for which Sellers are responsible under Section 12.02 to the Seller Representative (together, together with schedules, statements and, to the extent reasonably requested by Buyerthe Seller Representative, supporting documentation) at least 30 thirty (30) days prior to the due date for filing (including extensionsany applicable extension) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such relevant Tax Return. Following Sellers shall have the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller right to review and comment on such Tax Return and statement submitted by the Buyer to the Seller Representative. If the Seller Representative, within ten (10) days after review of any such Tax Return or statement by the Sellers, notifies the Buyer in writing that it objects to any items in such Tax Return or statement, the disputed item shall be resolved in a manner mutually agreeable to both parties within ten (10) days, and if not so resolved, then by a jointly retained Accounting Referee (which may be the same as or different from the Accounting Referee retained pursuant to Section 2.06, if any) within a reasonable time, taking into account the deadline for filing such Tax Return. Upon resolution of all such items, the relevant Tax Return shall be adjusted to reflect such resolution and shall be conclusive and binding upon the parties without further adjustment. The costs, fees and expenses of such Accounting Referee shall be borne equally by the Buyer and the Sellers. The Buyer shall not file any Tax Returns (togetherthat are subject to the Sellers’ review and comment under this Section 7.01(b) without the Seller Representative’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. Buyer shall pay or cause to be paid all Taxes with schedules, statements andrespect to any Buyer-Filed Tax Return filed under this Section 7.01(b) in accordance with Applicable Law. Any Pre-Closing Taxes reflected on a Buyer-Filed Tax Return prepared in compliance with this Section 7.01(b) that are finally determined to be payable shall be paid by the Sellers to the Buyer, to the extent requested by Sellernot paid at or before Closing or taken into account in the calculation of Final Purchase Price, supporting documentationno later than five (5) at least 30 days prior after Buyer has paid such Taxes. In the event of a resolution between the parties with respect to the due date for filing (including extensions) of such any Buyer-Filed Tax Returns and Return under this Section 7.01(b), any previously filed Buyer Tax Return shall revise such Tax Returns be adjusted to reflect any reasonable comments made such resolution, including by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any an amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawReturn.

Tax Returns. Following the Closing, Seller (a) Each Target Group Member shall prepare and timely file, or cause to be prepared and file or cause to be timely filed, at the expense of Seller, all Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed after by it that are due on or before the Closing Date (taking into account any extensions), and shall timely pay all Taxes that are due and payable on or before the Closing Date (taking into account any extensions), and shall timely pay all Taxes that are due and payable on or before the Closing Date. Such Any such Tax Returns Return shall be prepared in a manner consistent with the past practices of the Group Companies, except as practice (unless otherwise required by applicable Law). Vendors’ Representative shall provide Purchaser with such Tax Law or changes in factsReturns no later than twenty (20) days prior to the due date therefore. Seller Vendors’ Representative shall permit Buyer Purchaser to review and comment on each such Tax Return prior to filing and shall in good faith consider any such revisions to such Tax Returns as are reasonably requested by Purchaser no later than ten (together10) days prior to the due date thereof. (b) The Purchaser shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed by the Target Group after the Closing Date with respect to a Pre-Closing Tax Period and for any Straddle Period. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and, if it is an income or other material Tax Return, shall be submitted by the Purchaser to the Vendors’ Representative (together with schedules, statements and, to the extent requested by BuyerSellers, supporting documentation) at least 30 twenty (20) days prior to the due date for filing (including extensions) of such Tax Returns Return for review and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to comment. In the filing of such Tax Returns. If any such event a Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order with respect to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shows a refund or credit of Taxes, Purchaser shall be filed, or caused elect to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods receive a refund (and otherwise treated as attributable not a credit) and shall pay such amount to Pre-Closing Vendor Representative not later than five (5) days following the receipt by Purchaser of the Tax Periods) refund, except to the extent permitted by Lawsuch refund was included in the calculation of the Consideration.

Tax Returns. Following the Closing, The Seller and Seller Shareholder shall prepare and file or cause to be prepared and file or cause to be filed, at the expense of Seller, filed when due all Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed by or with respect to each Target Group Company for taxable years or periods ending on or before the Closing Date that are filed after the Closing Date. Such Date (“Pre-Closing Tax Returns shall be prepared Returns”) in a manner consistent with the past practices of the Group Companiespractice, except as otherwise required by applicable Law, and the Seller and Seller Shareholder shall pay all Taxes in respect of such Pre-Closing Tax Law or changes in factsReturns. Seller shall permit Buyer to review and comment on such Tax Returns No later than thirty (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation30) at least 30 days prior to the due date for filing (including extensions) of a Pre-Closing Tax Return, the Seller Shareholder shall provide the Buyer with a copy of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Pre-Closing Tax Return. Following The Seller and Seller Shareholder shall make such changes to such Pre-Closing Tax Return as the ClosingBuyer may reasonably request, and shall not file such Pre-Closing Tax Return without the Buyer’s consent, which shall not be unreasonably withheld, conditioned or delayed. The Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, filed all Tax Returns for the required to be filed by each Target Group Companies for all Straddle Periods. Such Company other than Pre-Closing Tax Returns shall be prepared in a manner consistent with the past practices of the Group CompaniesReturns; provided, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns however, that no later than thirty (together, with schedules, statements and, to the extent requested by Seller, supporting documentation30) at least 30 days prior to the due date for filing (including extensions) of such a Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing Return in respect of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of Taxes for which the Seller for Taxes or Seller Shareholder is partly responsible pursuant to this Agreement. Any amended , the Buyer shall provide the Seller Shareholder with a copy of such Tax Return and shall make such changes to the portions of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything Return that relate to the contrary anywhere in this AgreementTaxes for which the Seller or Seller Shareholder is responsible as the Seller Shareholder may reasonably request, and shall not file such Tax Return without the Parties agree that all Transaction Deductions will Seller Shareholder’s consent, which shall not be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawunreasonably withheld, conditioned or delayed.

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

Tax Returns. Following the Closing(i) Except as provided in Section 5.9(g) with respect to Transfer Taxes, Seller shall Buyer will prepare or cause to be prepared and file or cause to be filed, at the expense of Seller, filed all Company Tax Returns for with respect to any Pre-Closing Period (the Group Companies for all Tax Periods ending on or prior to “Pre-Closing Period Returns”) due after the Closing Date that are required to be filed after the (taking into account any valid extensions). The Pre-Closing Date. Such Tax Period Returns shall prepared by Buyer will be prepared in a manner that is consistent with the past practices prior practice of the Group CompaniesCompany (including prior Company Tax elections and accounting methods or conventions made or utilized by the Company), except as otherwise required by applicable Tax Law or changes in factsLaw. Buyer will provide Seller shall permit Buyer reasonable opportunity to review and comment on such Tax the Pre-Closing Period Returns (togetherdue after the Closing Date prior to filing, with schedulesand Buyer will make any revisions reasonably requested by Seller, statements and, subject to the extent requested by Buyer, supporting documentationdispute resolution procedures of Section 5.9(c)(iii). At least three (3) at least 30 days prior to the date on which a Company Tax Return for a Pre-Closing Period is due date for filing (including extensions) of taking into account any valid extension), Seller shall pay to Buyer an amount equal to any Company Tax due as reported on such Company Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior Return (to the filing of extent not otherwise taken into account in determining the Net Working Capital), and Buyer shall file such Tax Returns. If any such Company Tax Return must be signed by Buyer, any Affiliate thereof or and pay the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause Tax due as reported on such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Company Tax Return. Following the Closing, . (ii) Buyer shall will prepare or cause to be prepared and file or cause to be filed, at filed any Company Tax Return for any Post-Closing Period or any Straddle Period. Buyer will prepare and file the expense of Buyer, all Tax Straddle Period Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared that it is required to file pursuant to this Section 5.9(c)(ii) in a manner that is consistent with the past practices prior practice of the Group CompaniesCompany (including prior Company Tax elections and accounting methods or conventions made or utilized by the Company), and taking into account Section 1.3(g)(ii), except as otherwise required by applicable Tax Law or changes in factsLaw. Buyer shall permit will provide Seller a reasonable opportunity to review and comment on such the Company’s Tax Returns (togetherfor Straddle Periods prior to filing, with schedules, statements and, to the extent and Buyer will make any revisions reasonably requested by Seller, supporting documentationsubject to the dispute resolution procedures of Section 5.9(c)(iii). At least three (3) at least 30 days prior to the date on which such Company Tax Return for a Straddle Period is due date for filing (including extensions) after taking into account any valid extension), Seller shall pay to Buyer an amount equal to the Company Tax due as reported on such Company Tax Return to the extent such Company Tax relates, as determined under Section 5.9(a), to the portion of such Straddle Period ending on and including the Closing Date (to the extent not otherwise taken into account in determining the Net Working Capital), and Buyer shall file such Company Tax Return and pay the Tax due as reported on such Company Tax Return. (iii) The Parties will attempt to resolve any dispute arising in connection with the review of Company Tax Returns and shall revise through direct good-faith negotiation subject to the dispute resolution procedures of Section 5.9(h). In no event will the provision of comments by a Party prevent the Party responsible for preparing a Company Tax Return from timely filing any such Company Tax Return; provided, however, that in the event that the Accounting Firm has not yet resolved any such Tax Returns to reflect any reasonable comments made by Seller Dispute prior to the deadline for filing such Company Tax Return (including any extensions), the Party responsible for preparing a Tax Return will be entitled to file or cause to be filed such Company Tax Return (or amendment) as prepared by such Party subject to amendment to reflect the resolution when rendered by the Accounting Firm. (iv) Solely for purposes of this Section 5.9(c), Company Tax Return shall not include any Company Tax Return with respect to which neither the Company nor the Company Subsidiary is the person primarily or customarily responsible under applicable Law for filing such Company Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Law.

Tax Returns. Following the Closing, (a) Seller shall prepare or and cause to be prepared and file or cause to be filed, at the expense of Seller, timely filed all Tax Returns with respect to the 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 Group Companies Company for all Tax Periods periods ending on or prior to the Closing Date that (the “Pre-Closing Tax Period”) which are required to be filed after the Closing DateDate and all Taxes due with respect to such Tax Returns (whether or not shown on any Tax Return) will be timely paid by Seller, except that Seller shall not be required to pay any Taxes early and shall have full right to exercise any extensions on payment of Taxes. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Group Companieswith respect to such items, except as unless otherwise required by applicable Tax Law or changes in factsApplicable Law. Seller shall permit provide Buyer with reasonable opportunity to review and comment on each such Tax Return described in the preceding sentence prior to filing, and shall make changes to such Tax Returns (together, with schedules, statements and, to the extent reasonably requested by Buyer, supporting documentation) at least 30 days prior Buyer to the due date for filing (including extensions) of ensure that such Tax Returns are consistent with the terms of this Agreement. (b) The Buyer shall prepare and shall revise file, when due, any Tax Returns of the Company not otherwise required to be prepared by Seller pursuant to Section 7.04(a). To the extent such Tax Returns to reflect any reasonable comments made by Buyer prior are material and relate to the filing of such Pre-Closing Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the ClosingPeriod, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent provide Seller with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller reasonable opportunity to review and comment on each such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days Return prior to filing. The payment of any Taxes by Buyer for the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to included in the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawWorking Capital Adjustment.

Tax Returns. Following the Closing, Seller (i) The Company Shareholders shall prepare or cause to be prepared and timely file or cause to be filed, at the expense of Seller, timely filed all Income Tax Returns for of the Group Companies Company for all Tax Periods periods ending on or prior to the Closing Date that have not yet been filed and are required to be filed after the Closing Date. Such The Purchaser agrees that the Transaction Tax Deductions may be claimed in such Income Tax Returns shall prepared or caused to be prepared in a manner consistent with by the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in factsCompany Shareholders. Seller The Shareholder Representative shall permit Buyer the Purchaser to review and comment on each such Income Tax Return not less than ten days prior to filing, and the Shareholder Representative shall consider in reasonable good faith any comments from the Purchaser and attempt in reasonable good faith to resolve any disagreements regarding such Income Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 days prior to the due date for filing filing. (including extensionsii) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer The Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed: (A) all non-Income Tax Returns of the Company for all periods ending on or prior to the Closing Date that have not yet been filed and are required to be filed after the Closing Date, at the expense of Buyer, and (B) all Tax Returns of the Company for taxable years or periods ending after the Group Companies for all Straddle PeriodsClosing Date. Such Tax Returns Returns, to the extent relating to any Pre-Closing Taxable Period (including any Straddle Period), shall be prepared in a manner consistent consistently with past practice to the past practices of the Group Companies, except as otherwise required extent permitted by applicable Tax Law or changes in facts. Buyer law and the Purchaser shall permit Seller the Shareholder Representative to review and comment on each such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 Return not less than ten days prior to filing. The Shareholder Representative shall notify the Purchaser of any reasonable objections that it has with respect to any items set forth in such Tax Return, and the Shareholder Representative and the Purchaser agree to consult and attempt to resolve in good faith any such objection. To the extent that the Purchaser and the Shareholder Representative are unable to reach an agreement regarding the revisions to be made to such Tax Returns, the dispute shall be submitted to the Independent Accountants for resolution, with the costs of the Independent Accountants borne equally by the Purchaser and the Company Shareholders. The Company Shareholders shall be liable for any Taxes due date for filing (including extensions) in respect of such Tax Returns solely to the extent provided in Section 8.2. (iii) The Purchaser and shall revise the Surviving Corporation, on the one hand, and the Company Shareholders and the Shareholder Representative, on the other hand, agree to furnish or cause to be furnished to the other, upon request, as promptly as practicable, such Tax Returns information and assistance relating to reflect any reasonable comments made by Seller prior Taxes or refunds thereof, including, without limitation, access to books and records, as is reasonably necessary for the filing of all Tax Returns by such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes parties pursuant to this Agreement. Any amended Tax Return of the Group Companies clause (i) or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filedclause (ii) above, or caused to be filedfor claiming refunds of Taxes as contemplated under Section 5.15(d) below, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawapplicable.

Tax Returns. Following (a) The Buyer shall, or shall cause the ClosingCompany to, Seller shall timely prepare and file, or cause to be prepared and file or cause to be filed, at the expense of Seller, all Tax Returns for of the Group Companies Company due after the Closing Date for all Tax Periods taxable periods ending on or prior to the Closing Date that are required ("Pre-Closing Tax Returns"). At least fifteen (15) days prior to be filed after the filing of any such Pre-Closing DateTax Return (taking into account any applicable extensions), Buyer shall, or shall cause the Company to, provide the Stockholder Representative a copy of such Tax Return. Such Tax Returns shall be prepared or completed in a manner consistent with the past practices prior practice of the Group CompaniesCompany, except as otherwise required by applicable law or regulation or otherwise agreed to by the Stockholder Representative prior to filing thereof. No Tax Law or changes in factsReturn shall be filed without the Stockholder Representative's prior consent, which shall not be unreasonably withheld. Seller The Stockholders shall permit Buyer satisfy their indemnification obligation with respect to review and comment on such Pre-Closing Tax Returns first by a release of cash from the Escrow Account not more than ten (together, with schedules, statements and, to 10) days after receipt by the extent requested by Buyer, supporting documentation) at least 30 days prior to the due date for filing (including extensions) Stockholder Representative of a copy of such Tax Returns Return and shall revise such Tax Returns to reflect any reasonable comments made thereafter by Buyer prior direct payment to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies . (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, b) The Buyer shall timely prepare and file, or cause to be prepared and file filed, all Tax Returns of the Company other than those Tax Returns provided for in Section 9.02(a) hereof. Subject to Sections 9.01 and 9.03, the Buyer shall pay or cause to be filed, at the expense of Buyer, paid all Tax Returns for the Group Companies for all Straddle PeriodsTaxes shown to be due and payable thereon. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns At least fifteen (together, with schedules, statements and, to the extent requested by Seller, supporting documentation15) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended any Tax Return of the Group Companies or claim Company (taking into account any applicable extensions) for any Straddle Period, the Buyer shall provide the Stockholder Representative with a copy of such Tax refund on behalf Return, accompanied by a statement calculating in reasonable detail the Stockholders' indemnification obligation pursuant to Section 9.02(a) hereof. If for any reason the Stockholder Representative does not agree with Buyer's calculation of the Group Companies for any Pre-Closing Stockholders' indemnification obligation, the Stockholder Representative shall notify the Buyer of such disagreement within five (5) days of receiving a copy of such Tax Period Return and the Buyer's calculation, and such dispute shall be filed, or caused to be filed, only by Seller. Notwithstanding anything resolved pursuant to the contrary anywhere in this AgreementTax Dispute Resolution Mechanism. To the extent the Stockholder Representative agrees with the amount of the Stockholders' indemnification obligation, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) Stockholders shall pay to the extent permitted Buyer first by Lawa release of cash from the Escrow Account not more than ten (10) days after the Stockholder Representative's receipt of such Tax Return and Buyer's calculation and thereafter by direct payment to the Buyer.

Tax Returns. Following the Closing, (i) Seller shall prepare or cause to be prepared and file or cause to be filedfiled a 2022 Form 1065, at U.S. Return of Partnership Income, of which Summit Parent is the expense primary filer, which report shall include all items and activities of Seller, all Tax Returns for the Group Companies for all Tax Periods ending on or prior to through and including the Closing Date that are Date. (ii) Seller shall prepare or cause to be prepared any Tax Return of any Company required to be filed after the Closing Date (other than the Tax Return set forth in Section 6.6(a)(i)) for all Tax periods ending on or before the Closing Date. Such Tax Returns shall be prepared in on a manner basis consistent with the past practices practice of Seller and the Group Companies, Companies except as to the extent otherwise required by applicable Tax Law or changes Law. Reasonably in facts. Seller shall permit Buyer to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 days prior to advance of the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by BuyerReturn, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing Seller shall deliver a draft of such Tax Return, together with all supporting documentation and workpapers, to Buyer for its review and reasonable comment. Following Seller will (x) cause such Tax Return (as revised to incorporate Buyer’s reasonable comments) to be timely filed and will provide a copy thereof to Seller, and (y) timely pay the Closing, Taxes shown due thereon. (iii) Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense any Tax Return of Buyer, all Tax Returns any Company for the Group Companies for all any Straddle Periods. Such Tax Returns shall be prepared in on a manner basis consistent with the past practices practice of the Group Companies, Seller and the Companies except as to the extent otherwise required by applicable Tax Law or changes Law. Reasonably in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to advance of the due date for the filing (including extensions) of any such Tax Return, Buyer shall deliver a draft of such Tax Returns Return, together with all supporting documentation and shall revise workpapers, to Seller for its review and reasonable comment. Buyer will (x) cause such Tax Returns Return (as revised to reflect any incorporate Seller’s reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused comments) to be filedtimely filed and will provide a copy thereof to Seller, only by Seller. Notwithstanding anything to and (y) timely pay the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawTaxes shown due thereon.

Tax Returns. Following (a) Each of Purchaser and the ClosingSellers intend that, Seller for U.S. federal income tax purposes, the purchase and sale of the Membership Interests shall prepare or cause to be prepared treated as a sale by the Sellers of the Membership Interests and file or cause to be filed, at as a purchase by Purchaser of the expense Sellers’ pro rata portions (based upon their respective Membership Interests percentage holdings of Seller, all Tax Returns for the Group Companies for all Tax Periods ending on or Company prior to the Closing Date 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 are required to be filed after the Company’s taxable year shall end on the Closing Date. Such Unless otherwise required by applicable Legal Requirements, each of Purchaser and the Sellers shall prepare and file all Tax Returns shall be prepared in a manner consistent with such treatment. (b) All Pass-Through Income Tax Returns filed after the Closing Date shall be prepared on a basis consistent with past practices of the Group Companies, except as unless otherwise required by applicable Tax Law or changes in factsLegal Requirements. Seller shall permit Buyer to review and comment on such Tax Returns Not later than twenty-five (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation25) at least 30 days prior to the due date for filing (including extensionstaking into account extensions validly obtained) of a Pass-Through Income Tax Return, Purchaser shall cause the Company to deliver a copy of such draft Pass-Through Income Tax Returns Return (as well as a copy of the supporting tax work papers therefor) to each Seller for its review and comment. Each Seller shall revise provide to Purchaser any comments the Seller may have with respect to any such Pass-Through Income Tax Returns Return within ten (10) days of its receipt. Each Seller and Purchaser shall attempt in good faith to reflect resolve any reasonable comments made by Buyer 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 resolved within such time period, such Pass-Through Income Tax Return shall be filed in a manner that is consistent with the position of the parties that held a majority of the membership interests of the Company immediately prior to the Closing. Not later than thirty (30) days after filing any Pass-Through Income Tax Return, Purchaser shall cause the Company to deliver a copy of such Tax Returns. If any such Pass-Through Income Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order as filed to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by each Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Law.

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

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

Tax Returns. Following the Closing, (a) Seller shall prepare and timely file or shall cause to be prepared and file timely filed (i) any Tax Return of a member of the Seller Group or cause to be filed, at of an Affiliated Group that includes any member of the expense of Seller, all Seller Group (including any Combined Tax Returns for the Group Companies for all Return) and (ii) any Tax Periods ending on or prior to the Closing Date that are Return (other than any Combined Tax Return) required to be filed after by or with respect to any member of the Alkali Group for any taxable period that ends on or before the Closing DateDate (a “Pre-Closing Separate Tax Return”). Such All Pre-Closing Separate Tax Returns shall be prepared in a manner consistent with past practice of or with respect to the past practices applicable member of the Group CompaniesAlkali Group, except as otherwise required by applicable Tax Law or changes in factsLaw. Seller shall permit Buyer deliver, or cause to review and comment on such be delivered, to Purchaser all Pre-Closing Separate Tax Returns (together, with schedules, statements and, that are required to be filed after the extent requested by Buyer, supporting documentation) Closing Date at least 30 thirty (30) days prior to the due date for filing (including extensions) of such Tax Returns (taking into account any applicable extensions) and Purchaser shall revise such Tax Returns timely file or cause to reflect any reasonable comments made by Buyer prior to the filing of be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within fifteen (15) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall incorporate in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate in good faith to resolve any remaining disagreement. Purchaser shall timely 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 8.4(a). (b) Except for any Tax Return required to be prepared by Seller pursuant to Section 8.4(a), Purchaser shall have the right to prepare and file or cause to be prepared and filed all Tax Returns with respect to the members of the Alkali Group. In the case of any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies for a Straddle Period (or any representative of the foregoinga “Straddle Period Separate Tax Return”), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer Purchaser shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all such Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared Return in a manner consistent with the past practices of the Group Companiesrelevant member of the Alkali Group, except as otherwise required by applicable Tax Law Law. Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or changes in facts. Buyer shall permit Seller to review and comment on delayed) a copy of such Straddle Period Separate Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 thirty (30) days prior to the due date for filing therefor (including taking into account any extensions). Seller shall provide any comments to Purchaser within fifteen (15) days of receipt of any such Straddle Period Separate Tax Returns Return and Purchaser shall revise such Straddle Period Separate Tax Returns Return to reflect any reasonable comments made received from Seller with respect to such Straddle Period Separate Tax Return. Seller and Purchaser shall cooperate in good faith to resolve any remaining disagreement. Seller shall timely provide (or cause to be provided) to Purchaser any information reasonably requested by Seller prior Purchaser to facilitate the preparation and filing of such any Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere Returns described in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawSection 8.4(b).

Tax Returns. Following the Closing, Seller Except as otherwise provided in Section 7.01: (a) The Owner shall prepare or cause to be prepared and file or cause to be filedprepared, at the expense of SellerOwner’s sole cost and expense, and with reasonable assistance from the Company and its Subsidiaries and the Purchaser, all Tax Returns of the Company and its Subsidiaries for the Group Companies for all Tax Periods ending periods that end on or prior to before the First Closing Date that are required to be filed after the First Closing DateDate (collectively the “Pre-First Closing Tax Returns”); provided, however, that for each Pre-First Closing Tax Return, the Owner shall furnish, no later than twenty (20) Business Days prior to the anticipated filing date for such Pre-First Closing Tax Returns, a draft to the Purchaser of all such Pre-First Closing Tax Returns (including copies of all work papers related thereto) and such other information regarding such Pre-First Closing Tax Returns as may be reasonably requested by the Purchaser for its review and comment, and the Owner shall not file such Pre-First Closing Tax Returns without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). Such Pre-First Closing Tax Returns shall be prepared in a manner consistent with the past practices practice and custom of the Group Companies, Company and its Subsidiaries except as otherwise required by applicable Tax Law or changes Law. The Owner shall pay all Taxes required to be paid in facts. Seller shall permit Buyer to review and comment on respect of such Pre-First Closing Tax Returns (togetherin accordance with Section 7.06, with schedules, statements and, and the Purchaser shall file or cause to the extent requested by Buyer, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of be filed such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Pre-First Closing Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies . (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer b) The Purchaser shall prepare or cause to be prepared prepared, and file or cause to be filed, at the expense of Buyer, all other Tax Returns of the Company and its Subsidiaries. In the case of a Purchaser Tax Return relating to Taxes for a Straddle Period or as to which Taxes are otherwise the Group Companies for all Straddle Periods. Such obligation of the Owner under Section 10.02(d) (“Post-First Closing Tax Returns”), the Purchaser shall prepare or cause to be prepared such Post-First Closing Tax Returns shall be prepared in a manner consistent with the past practices practice and custom of the Group Companies, Company and its Subsidiaries except as otherwise required by applicable Law. The Purchaser shall furnish a draft to the Owner of all such Post-First Closing Tax Law or changes in factsReturns (including copies of all work papers related thereto) and such other information regarding such Tax Returns as may be reasonably requested by the Owner at least twenty (20) Business Days prior to the anticipated filing date for such Post-First Closing Tax Returns. Buyer The Owner shall permit Seller have the right to review and comment on comment, and the Purchaser shall not file such Post-First Closing Tax Returns (together, with schedules, statements and, to without the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability written consent of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies Owner (which consent shall not be unreasonably withheld, conditioned or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawdelayed).

Tax Returns. Following (a) Prior to the Closing, the Seller shall prepare or cause to be prepared and timely file or cause to be filed, at the expense of Seller, timely filed all Tax Returns for required to be filed by the Group Companies for all Tax Periods ending on Company or any of its Subsidiaries (taking into account valid extensions of time to file) prior to the Closing Date that are required to be filed after the Closing Date. Such All Tax Returns subject to this Section 6.3(a) shall be prepared in a manner consistent with the past practices of the Group Companies, practice except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on such Tax Returns Law. (together, with schedules, statements and, to the extent requested by Buyer, supporting documentationb) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the ClosingClosing Date, Buyer the Company shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for with respect to a Pre-Closing Tax Period required to be filed by the Group Companies for all Straddle PeriodsCompany or any of its Subsidiaries but not filed before the Closing Date to the extent set forth on Schedule 3.17(a) of the Disclosure Schedules. Such All Tax Returns required to be prepared by the Company pursuant to this Section 6.3(b) shall be prepared in a manner consistent with the past practices of the Group Companies, practice except as otherwise required by applicable Tax Law or changes in factsLaw. Buyer shall permit If the Seller to review and comment is liable for any Taxes shown on any such Tax Returns (togetherReturn, with schedules, statements and, the Company shall submit such Tax Return to the extent requested by Seller, supporting documentationSeller no less than seven (7) at least 30 days Business Days prior to the due date for filing (including extensions) of thereof; provided, that the failure to so deliver such Tax Returns and shall revise not affect any liability of the Seller with respect to Pre-Closing Taxes pursuant to Section 6.2. Prior to filing any such Tax Returns to reflect Return, the Company shall reasonably consider any reasonable comments made in writing by the Seller at least three (3) Business Days prior to the filing of such Tax Returns, but only due date thereof. The Seller shall pay to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for Buyer any Pre-Closing Tax Period shall be filed, or caused Taxes shown to be filed, only by Seller. Notwithstanding anything due thereon (to the contrary anywhere in this Agreement, extent Seller is obligated to indemnify the Parties agree that all Transaction Deductions will be reported in Buyer for such Pre-Closing Tax Periods Taxes pursuant to Section 6.2) no later than two (and otherwise treated as attributable to Pre-Closing Tax Periods2) Business Days prior to the extent permitted by Lawdate on which such Taxes are required to be paid to the applicable Governmental Authority.

Tax Returns. Following the Closing, (a) The Seller Representative shall prepare and file, or cause to be prepared and file or cause to be filed, at the expense of Seller, all Pass-Through Tax Returns for of, or with respect to, the Group Companies for all Tax Periods Company with respect to any taxable period ending on or prior to the Closing Date that are required to be filed after the (each Tax Return, a “Pre-Closing DateTax Return”). Such Each Pre-Closing Tax Returns Return shall be prepared in a manner consistent with the past practices practice of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on such Tax Returns (together, with schedules, statements and, Company to the extent requested permitted by Buyerapplicable Law at a “more likely than not” or higher level of confidence. The Company shall provide to Purchaser all Pre-Closing Tax Returns as soon as possible prior to the applicable due date thereof (taking into account any applicable extensions of time to file) for Purchaser’s review, supporting documentationcomment and approval (not to be unreasonably withheld, conditioned or delayed). The Company shall execute and file, or cause to be executed and filed, each such Pre-Closing Tax Return as approved by Purchaser, and timely pay, or cause to be timely paid, all Taxes required with respect to such Pre-Closing Tax Return. (b) at least 30 Purchaser shall have the right to prepare and file, or cause the Company to prepare and file, all Tax Returns of the Company other than Pre-Closing Tax Returns. To the extent that any such Purchaser-prepared Tax Return relates in whole or in part to a Pre-Closing Tax Period (each, a “Seller Return”), Purchaser shall submit all Seller Returns to the Seller Representative no later than thirty (30) days prior to the due date for filing (including extensions) taking into account any applicable extensions of such Tax Returns and shall revise such Tax Returns time to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoingfile), Buyer agrees or in the case of any Seller Return that it willis filed on a monthly or shorter basis, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days soon as possible prior to the due date (taking into account any applicable extensions of time to file), for filing the Seller Representative’s review, comment and approval (including extensionsnot to be unreasonably withheld, conditioned or delayed); provided, however, that Seller Returns with a due date within forty-five (45) days following the Closing Date shall be provided to the Seller Representative for the Seller Representative’s review, comment and approval (not to be unreasonably withheld, conditioned or delayed) as promptly as reasonably practicable before the due date (taking into account any applicable extensions of time to file). Purchaser shall cause the Company to execute and file, or cause to be executed and filed, such Tax Returns and Seller Returns, as prepared in accordance with this Section 10.1(b). The Sellers shall revise such Tax Returns pay or cause to reflect any reasonable comments made by Seller be paid to Purchaser on or prior to three (3) days prior to the filing of applicable due date all amounts due and payable on such Tax Returns, but only Seller Returns to the extent such amounts constitute a Pre-Closing Tax. (c) Notwithstanding anything in this Agreement to the failure contrary, (A) Purchaser and its Affiliates (including, after the Closing, the Company) shall have the right to include such comments could reasonably be expected to increase the Liability prepare and file all Tax Returns of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of Company (other than the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period Returns), (B) in no event shall Purchaser or any of its Affiliates (including, after the Closing, the Company be filedrequired to provide any Person with a copy of, or caused access to, any Tax Return or related information of (I) Purchaser or any of its Affiliates (other than the Company) (other than a pro forma of any portions of a Tax Return filed with respect to be filed, only by Seller. Notwithstanding anything Company that relates solely to the contrary anywhere in this AgreementCompany and such other information relating solely to the Company as may be reasonably necessary to provide the Seller Representative with the ability to reasonably review, comment on, and approve the Tax Returns provided to it pursuant to Section 10.1(b)), or (II) the Purchaser Consolidated Group (other than a pro forma of any portion of a Tax Return of a Purchaser Consolidated Group that relates solely to the Company and such other information relating solely to the Company as may be reasonably necessary to provide the Seller Representative with the ability to reasonably review, comment on, and approve the Tax Returns provided to it pursuant to Section 10.1(b)), and (C) none of the Sellers, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Seller Representative or any of their Affiliates shall have any rights with respect to any audit, examination, contest, Action or other Proceeding relating to Tax Periods matters or any Tax Return of (and otherwise treated as attributable to Pre-Closing Tax PeriodsI) to Purchaser or any of its Affiliates (other than the extent permitted by LawCompany) or (II) a Purchaser Consolidated Group.

Tax Returns. Following the Closing, Seller The Company shall prepare and timely file (or cause to be prepared and file timely filed) any Tax Return required to be filed by the Company after the date hereof and on or before the Closing Date (taking into account all applicable extensions), and timely pay any Tax reflected thereon; provided, however, the Company will submit any such Tax Returns for income or other material Taxes to Parent for review and comment at least twenty (20) days prior to the due date for filing such Tax Return (taking into account all applicable extensions), and will consider in good faith any reasonable comments received in writing within ten (10) days of the Company’s delivery of such Tax Return to Parent. Parent shall prepare (or cause to be prepared) in a manner consistent with past practice, unless otherwise required by applicable Law, and timely file (or cause to be timely filed, at the expense of Seller, ) all Tax Returns for of the Group Companies Company for all Tax Periods periods or portions thereof ending on or prior to before the Closing Date that are required to be filed after the Closing DateDate (“Parent Prepared Returns”). Such Tax Returns Any Taxes shown as due on any such Parent Prepared Return which are Pre-Closing Taxes shall be prepared remitted to Parent in a manner consistent accordance with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on such Tax Returns (together, with schedules, statements and, Section 9.4 to the extent requested by Buyernot included in Closing Debt, supporting documentation) Unpaid Company Transaction Expenses or otherwise accounted for in the Initial Merger Consideration. In the event that any Parent Prepared Return shows any material Pre-Closing Taxes that form the basis for a claim of indemnification against the Equityholders pursuant to this Agreement, Parent shall submit a draft of each such Tax Return at least 30 twenty (20) days prior to the due date such Tax Return is to be filed to the Equityholders Representative for filing its review and comment. Parent shall consider in good faith all timely received reasonable comments of the Equityholders Representative requested in writing within ten (including extensions10) days of Parent’s delivery of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior Return to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawEquityholders Representative.

Tax Returns. Following Sellers shall cause the ClosingCompany, Seller shall at their sole cost and expense, to prepare or cause to be prepared and file or cause to be filed, at the expense of Seller, all Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed after the Closing Date. Such Tax Returns shall be prepared in a manner consistent with the past practices practice and timely file or cause to be timely filed all federal, state, local and foreign Tax Returns of the Group Companies, except as otherwise required by applicable Company or its Subsidiary with respect to any Pre-Closing Tax Law Period that are due prior to the Closing (“Pre-Closing Tax Returns”) and shall pay or changes cause to be paid any Taxes due in factsrespect of such Pre-Closing Tax Returns. Seller The Sellers shall permit Buyer to review and comment on provide the Counterparty with copies of all such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least no later than 30 days prior to the due date for filing (including extensions) of such Tax Returns thereof for the Counterparty’s review and Sellers’ Representative shall revise such Tax Returns to reflect any accept all reasonable comments made provided by Buyer prior Counterparty within 10 Business Days. Except with respect to the filing of such Pre-Closing Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing)Counterparty, Buyer agrees that it willat its sole cost and expense, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared in a manner consistent with past practice to the extent permitted by applicable Law and timely file or cause to be filed, at the expense of Buyer, timely filed all Tax Returns of the Company and its Subsidiary, including with respect to a Straddle Period (“Straddle Period Tax Returns”). As soon as reasonably practicable prior to filing any such Tax Returns, the Counterparty shall submit to the Sellers’ Representative such Tax Returns, taking into account, for the Group Companies avoidance of doubt, any extensions with respect to such Tax Returns, for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller Sellers’ Representative to review and comment on such Tax Returns (togetherReturns, with schedules, statements and, and the Counterparty shall accept all reasonable comments provided by the Sellers’ Representative within 10 Business Days to the extent requested by Seller, supporting documentation) at least 30 days prior such comments relate to a Tax Liability of the Sellers. The Sellers’ Representative shall remit to the Counterparty the amount shown as due date for filing (including extensions) of such Tax Returns and shall revise on any such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure such amount is attributable to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any a Pre-Closing Tax Period (allocated, with respect to a Straddle Period Tax Return, in accordance with Section 6.6(b)) within five Business Days. Counterparty acknowledges and agrees that it shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods file an IRS Form 1065 (and otherwise treated as attributable similar applicable state and local income Tax Returns) for the Company with respect to Pre-Closing Tax Periodseach of (1) to the extent permitted by LawCompany’s taxable year ending on December 31, 2019 and (2) the Company’s taxable year beginning January 1, 2020 (which shall not be less than six months).”

Tax Returns. Following the Closing, Seller shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Purchased Entities, the Purchased Assets, the Assumed Liabilities and the Business that are due to be filed before the Closing Date and such Tax Returns shall, in each case, be prepared in a manner consistent with the last previous similar Tax Return for, as applicable, the Purchased Entities, the Purchased Assets, the Assumed Liabilities and the Business, in each case, unless otherwise required by a change in applicable Law. Purchaser shall prepare and timely file or cause to be filed, at the expense of Seller, prepared and timely filed all Tax Returns for the Group Companies for all Tax Periods ending on or prior with respect to the Closing Date Purchased Entities, the Purchased Assets, the Assumed Liabilities and the Business that are required due to be filed after the Closing Date. Such Any Tax Returns Return to be prepared and filed for a Pre-Closing Tax Period or Straddle Period by Purchaser, a Purchased Entity or any of their Affiliates with respect to the Purchased Assets, Assumed Liabilities or the Business shall be prepared in on a manner basis consistent with the past practices of last previous similar Tax Return for, as applicable, the Group CompaniesPurchased Entities, except as the Purchased Assets, the Assumed Liabilities and the Business, in each case, unless otherwise required by applicable Law. Purchaser shall provide Seller with a copy of each such proposed Tax Law Return that is an Income Tax Return that would reasonably be expected to increase the Tax liability of Seller or changes in facts. Seller shall permit Buyer to review and comment on such Tax Returns its Affiliates (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 days including any Purchased Entity prior to the due date Closing) or serve as the basis for filing a claim for indemnification pursuant to this Agreement with respect to Indemnified Taxes, at least thirty (including extensions30) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer days prior to the filing of such Income Tax Returns. If Return (or as soon as reasonably practicable if such Income Tax Return is due within thirty (30) days after the Closing Date) for Seller’s review, shall provide Seller such additional information regarding such Tax Return as may reasonably be requested by Seller, and shall not file any such Tax Return must without the prior written consent of Seller, such consent not to be signed unreasonably withheld, conditioned or delayed. To the extent allowed by Buyer, any Affiliate thereof or the Group Companies applicable Law (applying a “more likely than not” standard (or any representative higher degree of the foregoingcomfort)), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such all Transaction Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns Deductions shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by included on an applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Income Tax Return of the Group Companies Seller or claim its Affiliates for Tax refund on behalf of the Group Companies for any a Pre-Closing Tax Period and shall not be treated as Income Tax deductions of Purchaser or its Affiliates; provided, that if such deductions are required by applicable Law to be included on an Income Tax Return of a Purchased Entity, such deductions shall be filed, or caused allocated to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in a Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) Period to the extent permitted allowed by Lawapplicable Law (applying a “more likely than not” standard (or higher degree of comfort)).

Tax Returns. Following (a) If the ClosingCall Option Exercise occurs, Seller shall prepare or cause to be prepared and timely file or cause to be filed, at the expense of Seller, timely filed (i) all U.S. federal income Tax Returns of the Company (and related Schedules K‑1) required to be filed after the Closing Date for the Group Companies for all any Tax Periods period ending on or prior to the Closing Date and (ii) any Tax Returns (other than the Tax Returns described in clause (i) above) of the Company or any of its Subsidiaries for income Taxes that are imposed on a “flow-through” basis and required to be filed after the Closing Date for Tax periods ending on or prior to the Closing Date. If the Call Option Exercise does not occur, Seller shall use commercially reasonable efforts to cause Frontier to prepare or cause to be prepared and timely file or cause to be timely filed all such Tax Returns. If the Call Option Exercise occurs, such Tax Returns shall be prepared on a basis consistent with past practice except to the extent (i) otherwise required by applicable Laws or (ii) any deviation from past practice is not reasonably expected to adversely affect Purchaser, provided that if the Call Option Exercise does not occur, Seller shall use commercially reasonable efforts to cause Frontier to prepare such Tax Returns on such basis. At least thirty (30) days prior to the due date for filing the U.S. federal income Tax Return of the Company for the period ending on the Closing Date, Seller shall (or, if the Call Option Exercise does not occur, Seller shall use commercially reasonable efforts to cause Frontier to) deliver a draft of such Tax Return, together with all supporting documentation and workpapers, to Purchaser for its review and comment. If Purchaser has any reasonable comments to such Tax Return, Purchaser shall, at least ten (10) days prior to the due date for filing such Tax Return, notify Seller of any such reasonable comments in writing, and Seller will cause such Tax Return (as revised to incorporate Purchaser’s reasonable comments) to be timely filed and will provide a copy thereof to Purchaser, provided that if the Call Option Exercise does not occur, Seller shall use commercially reasonable efforts to cause Frontier to incorporate Purchaser’s reasonable comments in such Tax Return and to timely file such Tax Return and provide a copy thereof to Purchaser. (b) If the Call Option Exercise occurs, Seller shall prepare or cause to be prepared all Tax Returns of the Company and its Subsidiaries (other than the Tax Returns set forth in Section 10.2(a)) for all Pre-Effective Time Periods that are required to be filed after the Closing Date, and if the Call Option Exercise does not occur, Seller shall use commercially reasonable efforts to cause Frontier to prepare or cause to be prepared all such Tax Returns. Such If the Call Option Exercise occurs, such Tax Returns shall be prepared in on a manner basis consistent with past practice except to the past practices of the Group Companies, except as extent otherwise required by applicable Tax Law or changes in facts. Laws; provided that if the Call Option Exercise does not occur, Seller shall permit Buyer use commercially reasonable efforts to review and comment on cause Frontier to prepare such Tax Returns on such basis. At least thirty (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation30) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, (other than any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order required to permit be filed contemporaneously with, or promptly after, the timely filing close of a Tax period), Seller shall (or, if the Call Option Exercise does not occur, Seller shall use commercially reasonable efforts to cause Frontier to) deliver a draft of each such Tax Return, together with all supporting documentation and workpapers, to Purchaser for its review and comment. Following the ClosingIf Purchaser has any reasonable comments to such Tax Return, Buyer shall prepare or cause to be prepared and file or cause to be filedPurchaser shall, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns least ten (together, with schedules, statements and, to the extent requested by Seller, supporting documentation10) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns Return, notify Seller of any such reasonable comments in writing, and shall revise Purchaser will cause such Tax Returns Return (as revised to reflect any incorporate Purchaser’s reasonable comments made by Seller comments) to be timely filed and will provide a copy thereof to Seller. (c) Within three (3) days prior to the due date for filing of any Tax Return covered by Section 10.2(b) Seller shall pay to Purchaser the Seller Share of the amount of Taxes shown on such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Return that are Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawTaxes.

Tax Returns. Following the Closing, Seller (i) Each Acquired Company shall timely prepare and file or cause to be prepared and file filed any Tax Returns that are required to be prepared and/or filed prior to the Effective Time and shall pay all Taxes due with respect to such Tax Returns within the time and in the manner required by applicable Legal Requirements. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of each Acquired Company with respect to such items, except as required by applicable Legal Requirements. Each Acquired Company shall deliver a draft of all such Tax Returns at least 10 days prior to the due date (taking into account any extension) for the filing of such Tax Returns to Parent for Parent’s review. Each Acquired Company shall consider in good faith any reasonable comment that Parent submits to each Acquired Company no less than five Business Days prior to the due date of such Tax Returns. (ii) Parent shall prepare and timely file, or shall cause to be prepared and timely filed, at the expense of Seller, all Tax Returns for the Group Companies for all Tax Periods (A) in respect of each Acquired Company that relate to taxable periods ending on or prior to before the Closing Date but that are required to be filed after the Closing DateDate and (B) required to be filed by each Acquired Company for a Straddle Period. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Group Companieseach Acquired Company with respect to such items, except as otherwise required by applicable Tax Law or changes in factsLegal Requirements. Seller Parent shall permit Buyer to review and comment on deliver a draft of all such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 days prior to the due date (taking into account any extension) for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax ReturnsReturns to Securityholders’ Agent for Securityholders’ Agent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If Notwithstanding anything in this Agreement to the contrary, prior to the expiration of the General Representation Expiration Date, Parent shall have the right to withdraw from the Escrow Fund the amount of Taxes reported on any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies for which Parent reasonably determines that it (or another Indemnitee) is entitled to be indemnified, held harmless, compensated or reimbursed pursuant to Section 9. The Securityholders’ Agent shall have the right to dispute any representative of the foregoing), Buyer agrees amount so withdrawn (and claim that it will, Parent must contribute all or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing a portion of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, amount back to the extent requested by SellerEscrow Fund). For the avoidance of doubt, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the Parent’s failure to include such comments could reasonably be expected withdraw any amounts from the Escrow Fund under this Section 4.14(a) shall not in any way limit Parent’s right to increase the Liability of the Seller for Taxes indemnification pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawSection 9.

Tax Returns. Following the Closing, Seller (i) The Shareholder shall prepare or cause to be prepared and file or cause to be filed, at the expense of Seller, filed all Tax Returns for required to be filed by the Group Companies for all Tax Periods ending Company that are due on or prior to the Closing Date that are required to be filed after the Closing Date(taking into account applicable extensions). Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group CompaniesCompany, except as unless otherwise required by applicable Tax Law Applicable Law. The Shareholder shall pay or changes in facts. Seller shall permit Buyer cause to review and comment on such Tax Returns be paid any Taxes shown as due thereon. (together, with schedules, statements and, to the extent requested by Buyer, supporting documentationii) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer The Shareholder shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, filed all Pre-Closing Tax Returns for required to be filed by the Group Companies for all Straddle PeriodsCompany that are due after the Closing Date (taking into account applicable extensions). Such Any Pre-Closing Tax Returns that are not Shareholder Combined Tax Returns shall be prepared in a manner consistent with the past practices of the Group CompaniesCompany, except as unless otherwise required by applicable Tax Law or changes in factsApplicable Law. Buyer The Shareholder shall permit Seller deliver to Acquiror for its review and comment on such Tax Returns (togethercomment, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 thirty (30) days prior to the due date for the filing of a Pre-Closing Tax Return, other than a Shareholder Combined Tax Return (including taking into account any applicable extensions) ), a draft copy of such Pre-Closing Tax Returns Return, together with any additional information that Acquiror may reasonably request. Acquiror shall have the right to review such Pre-Closing Tax Return, other than a Shareholder Combined Tax Return, and shall revise any such Tax Returns to reflect any reasonable comments made by Seller additional information prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period Return, and the Shareholder shall be filed, or caused to be filed, only consider in good faith any reasonable written comments submitted by Seller. Notwithstanding anything Acquiror at least ten (10) days prior to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in due date of such Pre-Closing Tax Periods Return (taking into account any applicable extensions). The Shareholder and otherwise treated as attributable Acquiror shall cooperate to timely file (taking into account any applicable extensions), or cause to be timely filed, such Pre-Closing Tax PeriodsReturns. (iii) Acquiror shall prepare or cause to be prepared and file or cause to be filed all Tax Returns required to be filed by the extent permitted Company that are not described in Section 5.8(e)(i) and Section 5.8(e)(ii), excluding, for the avoidance of doubt, any Shareholder Combined Tax Return. (iv) Except as required by Applicable Law, the parties agree that Acquiror and its Affiliates and the Company shall not apply the “next day” rule of Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) with respect to any Transaction Expenses, Closing Indebtedness, Intercompany Balances, or current liabilities for purposes of determining Closing Working Capital, or any other item of expense or deduction incurred by the Company in connection with the Transactions that is paid in cash by the Company prior to Closing or that is otherwise economically borne by Shareholder. The parties agree that in accordance with Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) (and any corresponding provision of state, local or non-U.S. Law), any transactions or actions engaged in by the Company not in the ordinary course of business or taken by or at the direction of Acquiror (or any Affiliate thereof) that, in each case, occur on the Closing Date but after the Closing shall be treated for applicable Tax purposes as having been completed in the taxable period of the Company beginning on the day after the Closing Date. The parties shall file, and shall cause each of their Affiliates and the Company to file, all U.S. federal income Tax Returns in a manner consistent with this Section 5.8(e)(iv) unless otherwise required by Applicable Law.

Tax Returns. Following the Closing(i) The Company will prepare, Seller shall prepare or cause to be prepared prepared, and file timely file, or cause to be timely filed, at the expense of Seller, all Tax Returns for the Group Companies for all Tax Periods ending on or prior with respect to the Closing Date that are required to be filed after the Closing Date. Such Tax Returns shall be prepared in a manner consistent with the past practices members of the Company Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period that are filed prior to the Closing Date. All such Tax Returns filed after the date hereof shall be prepared in accordance with past practice, except as required pursuant to applicable Law. With respect to Tax Returns filed during the period beginning on the date of this Agreement and ending on the Closing Date, prior to filing such Tax Returns, the Company shall permit the Parent to review and comment on each such Tax Return. The Company shall make any reasonable changes suggested by Parent. The Company shall furnish Parent with a copy of such Tax Returns at least thirty (30) days before such Tax Returns are due. The Company shall pay all Taxes due with respect to such Tax Returns upon the filing of such Tax Returns (ii) Parent will prepare, or cause to be prepared, and timely file, or cause to be timely filed, or caused to be filed, only by Seller. Notwithstanding anything all Tax Returns with respect to the contrary anywhere in this Agreement, members of the Parties agree that all Transaction Deductions will be reported in Company Group for any Pre-Closing Tax Periods Period that are filed after the Closing Date. All such Tax Returns shall be prepared in accordance with past practice, except as required pursuant to applicable Law. Prior to filing such Tax Returns, Parent shall permit the Stockholder Representative to review and comment on each such Tax Return. Parent shall make any reasonable changes suggested by the Stockholder Representative. Parent shall furnish the Stockholder Representative with a copy of such Tax Returns at least thirty (30) days before such Tax Returns are due. (iii) Parent, the LLC, and the Company will not (and will not permit their respective Affiliates to) (i) except for Tax Returns prepared and filed in accordance with Section 7.1(b)(ii), file or amend any Tax Returns of the Company Group (or otherwise treated as attributable initiate discussions or examinations with a Governmental Entity, other than with respect to sales and use tax in Arizona, Connecticut, the District of Columbia, Indiana, New Mexico, New York, Ohio, South Carolina, Tennessee, Texas and Washington) with respect to any Pre-Closing Tax PeriodsPeriod, (ii) with respect to Tax Returns prepared and filed in accordance with Section 7.1(b)(ii), after the extent permitted by Lawdate such Tax Returns are filed pursuant to Section 7.1(b)(ii), amend any such Tax Return, (iii) make or change any Tax election or change any method of accounting that has retroactive effect to any Tax Return of the Company Group for a Pre-Closing Tax Period, or (iv) agree to extend or waive the statute of limitations with respect Taxes of the Company Group for a Pre-Closing Tax Period, in each such case except (A) with the prior written consent of the Stockholder Representative (which will not be unreasonably withheld, delayed, or conditioned), or (B) if such action could not form the basis for a claim of indemnification pursuant to this Agreement. Notwithstanding the foregoing, Parent or the Company may initiate discussions or examinations and enter into a voluntary disclosure agreement with a Governmental Entity with respect to sales and use tax in Arizona, Connecticut, the District of Columbia, Indiana, New Mexico, New York, Ohio, South Carolina, Tennessee, Texas and Washington; provided that Parent and the Company shall consult with the Stockholder Representative and consider in good faith any input from the Stockholder Representative regarding any such discussions or examinations.

Tax Returns. Following the Closing, Seller The Purchaser shall prepare or cause to be prepared and file or cause to be timely filed, at the expense of Seller, all Income Tax Returns for of the Group Companies Company and its Subsidiaries for all Pre-Closing Tax Periods ending on or prior to that are first due after the Closing Date that are required to be filed after (taking into account applicable extensions) (the Closing Date. Such “Purchaser Tax Returns shall be prepared Returns”) in a manner consistent with this Agreement, and the past practices practice of the Group CompaniesCompany and its Subsidiaries (as applicable), except as otherwise required by applicable Law. All Transaction Tax Law or changes in facts. Seller Deductions shall permit Buyer be attributable to review and comment on such the Pre-Closing Tax Returns (together, with schedules, statements and, Period to the extent requested by Buyer“more likely than not” deductible in such Pre-Closing Tax Period under applicable Law and shall be claimed as current deductions on the Purchaser Tax Returns for the Pre-Closing Tax Period ending on the Closing Date to the extent “more likely than not” deductible in such Pre-Closing Tax Period under applicable Law. The Purchaser shall deliver to the Seller, supporting documentation) for its review and comment, such Purchaser Tax Returns at least 30 thirty (30) days prior to the due date for filing such Purchaser Tax Return (including taking into account any extensions) of such Tax Returns and shall revise accept any reasonable comments to such Purchaser Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) they are received at least 30 ten (10) days prior to the due date for filing (including extensions) of such Purchaser Tax Returns and are consistent with this Agreement and the past practice of the Company or its Subsidiary (as applicable), unless otherwise required by applicable Law. Notwithstanding the foregoing, Seller’s right to review and comment on any Purchaser Tax Return, other than any U.S. federal Income Tax Return that is a Purchaser Tax Return, shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to terminate following the finalization of the Preliminary Closing Statement in accordance with Section 1.5 of this Agreement, unless the filing of such Purchaser Tax Returns, but only to the extent the failure to include such comments could Return would be reasonably be expected to increase have an adverse impact on the Liability of the amount to which Seller for Taxes would be entitled pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawSection 10.1(i).

Tax Returns. Following the Closing, Seller The Company shall prepare and timely file (or cause to be prepared and timely filed) any Tax Return required to be filed by the Company after the date hereof and on or before the Closing Date, and timely pay any Tax reflected thereon; provided, however, the Company will submit any such Tax Returns for income or other material Taxes to Purchaser for review and comment at least twenty (20) days prior to the due date for filing such Tax Return, and will consider in good faith any reasonable comments received in writing within ten (10) days of the Company’s delivery of such Tax Return to Purchaser. Purchaser shall prepare (or cause to be prepared) in a manner consistent with the Company’s past practice, unless otherwise required by applicable Law, and file (or cause to be filed, at the expense of Seller, ) all Tax Returns for of the Group Companies Company for all Tax Periods periods or portions thereof ending on or prior to before the Closing Date that are required to be filed after the Closing Date. Such Tax Returns Date (“Purchaser Prepared Returns”); provided, however, Seller shall be prepared responsible for any Taxes attributable to any Pre-Closing Tax Periods in accordance with Article IX. In the event that any Purchaser Prepared Return shows any material Pre-Closing Taxes that form the basis for a manner consistent with the past practices claim of the Group Companiesindemnification against Seller pursuant to this Agreement, except as otherwise required by applicable Tax Law or changes in facts. Purchaser shall deliver to Seller shall permit Buyer to review and comment on a draft of each such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) Return at least 30 twenty (20) days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause is to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer and shall permit Seller to review and comment on such Tax Returns and shall incorporate any reasonable comments received in writing within ten (together, with schedules, statements and, to the extent requested by Seller, supporting documentation10) at least 30 days prior to the due date for filing (including extensions) of Purchaser’s delivery of such Tax Returns Return to Seller. The Parties agree that the value of the assets transferred pursuant to the Asset Transfer and Assumption Agreement is [***], and shall revise such prepare all Tax Returns to reflect any reasonable comments made consistent with such agreement unless otherwise required by Seller prior to a “determination” within the filing meaning of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability Section 1313(a) of the Seller for Taxes pursuant to this AgreementCode. Any amended Tax Return All tax deductions arising from the consummation of the Group Companies or claim for Tax refund on behalf of the Group Companies for transactions contemplated by this Agreement (including any Pre-Unpaid Company Transaction Expenses) shall be reported in a Pre Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the maximum extent permitted by allowable under applicable Law.

Tax Returns. Following the Closing, Seller (a) Sellers shall prepare and file, or cause to be prepared and file or cause to be filed, at the expense of Sellerits sole expense, all income Tax Returns for the Group Companies for all Tax Periods ending on or prior to the Closing Date that are required to be filed after by or with respect to the Company and the Business for all Tax periods ending before the Closing Date (including, for the avoidance of doubt, any short-period income Tax Return of the Company for the period ending on the day before the Closing Date). Such Buyer shall, and shall cause the Company to, cooperate fully and promptly in connection with the preparation and filing of such Tax Returns. All such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as practice (unless otherwise required by applicable Tax Law Law) and without a change of any election or changes in factsany accounting method. Seller Sellers shall permit Buyer to review and comment on provide any such Tax Returns Return to Buyer for its review, comment, and consent to filing, no less than thirty (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation30) at least 30 days prior to the due date for filing such Tax Return (including extensions) of ). Seller shall make such revisions to such Tax Returns and as are reasonably requested by B▇▇▇▇. Sellers shall revise include any income, gain, loss, deduction or other tax items for such Tax periods on its Tax Returns in a manner consistent with the Schedule K-1s prepared by Sellers for such Tax periods. (b) From and after the Closing Date, Buyer shall have the exclusive obligation and authority to reflect any reasonable comments made prepare and file or cause to be prepared and filed all Tax Returns of the Company other than those income Tax Returns required to be prepared and filed by Buyer prior Sellers pursuant to ‎Section 7.5(a) above. Sellers shall cooperate fully and promptly in connection with the preparation and filing of such Tax Returns. If Sellers shall pay Buyer an amount equal to the amount of Taxes shown to be due on any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order is allocable to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to and for the contrary anywhere portion of any Straddle Period ending on the Closing Date (determined in this Agreement, accordance with Section 7.1) within ten (10) days following the Parties agree that all Transaction Deductions will be reported in Pre-Closing filing of any such Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawReturn.

Tax Returns. Following the Closing, Seller shall prepare or cause (a) With respect to be prepared and file or cause to be filed, at the expense of Seller, all any Tax Returns for the Group Companies for all Tax Periods Return covering a taxable period ending on or prior to before the Closing Date that are is required to be filed after the Closing Date with respect to CIG or SNG, the Contributing Parties shall 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 timely with the appropriate Taxing Authority, and shall be responsible for the timely payment (and entitled to any refund) of their Ownership Percentage of Taxes due with respect to the period covered by such Tax Return. (b) 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 CIG or SNG or their respective assets, the Contributing 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 Partnership Parties, shall file timely such Tax Return with the appropriate Taxing Authority, and shall be responsible for the timely payment of their Ownership Percentage of Taxes due with respect to the period covered by such Tax Return allocable to the period prior to and including the Closing Date. Such . (c) Any Tax Returns Return not yet filed for any taxable period that begins before the Closing Date with respect to the assets or operations of CIG or SNG shall be prepared in a manner consistent accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices of are no longer permissible under the Group CompaniesApplicable Law), except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested any items are not covered by Buyerpast practices (or in the event such past practices are no longer permissible under the applicable tax law), supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any in accordance with reasonable comments made tax accounting practices selected by Buyer prior to the filing of such Tax Returns. If any party with respect to such Tax Return must under this Agreement with the consent (not to be signed by Buyer, any Affiliate thereof unreasonably withheld or the Group Companies (or any representative delayed) of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely non-filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawparty.

Tax Returns. Following the Closing, Seller (a) The Company shall prepare or cause to be prepared and file or cause to be filed, at the expense of Seller, filed in a timely manner all Company Tax Returns for the Group Companies Company and its Subsidiaries for all Tax Periods taxable periods ending on or prior to the Closing Date that are required to be (“Pre-Closing Tax Periods”). Any such Tax Returns filed after between the date hereof and the Closing Date. Such Date for any Pre-Closing Tax Returns Period shall be prepared prepared, and each item thereon treated, in a manner consistent with the past practices of the Group Companies(including, without limitation, prior Tax elections and accounting methods or conventions), except as otherwise required by a change in the applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on such Tax Returns Law. (together, with schedules, statements and, to the extent requested by Buyer, supporting documentationb) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer Purchaser shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, filed all Tax Returns for the Group Companies Company and its Subsidiaries for all taxable periods beginning before and ending after the Closing Date (“Straddle Periods”) which are filed after the Closing Date. Such All such Tax Returns with respect to Pre-Closing Tax Periods with respect to which the Sellers have agreed to indemnify the Purchaser Group pursuant to Section 9.2 shall be prepared and filed in a manner that is consistent with the past practices of the Group Companies(including, without limitation, prior Tax elections and accounting methods or conventions), except as otherwise required by a change in the applicable Tax Law Law. (c) The Company shall pay or changes in facts. Buyer shall permit Seller cause to review be paid when due and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability payable all unreserved Taxes of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies Company and its Subsidiaries for any Pre-Closing Tax Period and any pre-Closing portion of a Straddle Period; and (ii) Purchaser shall pay or cause to be paid when due and payable, such Taxes for any Tax periods commencing on or after the Closing Date and any post-Closing portion of a Straddle Period. (d) Purchaser and the Company agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Company and its Subsidiaries (including, without limitation, access to books and records, employees, contractors and representatives) as is reasonably necessary for the filing of all Tax Returns, the making of any election related to Taxes, the preparation for and conduct of any audit by any Tax authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax Return. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by Tax Authorities at the sole cost of the requesting party. If reasonably requested by Purchaser, the Sellers shall make a representative available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Purchaser and the Sellers shall retain all books and records with respect to Taxes pertaining to the Company and it Subsidiaries in their respective possession until the later of (i) the expiration of the statute of limitations of the Tax periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods prior to such expirations, and (ii) six years following the due date (without extension) for such Tax Returns. At the end of such period, each party shall provide the others with at least ten days’ prior written notice before destroying any such books and records, during which period the parties receiving such notice can elect to take possession, at their own expense, of such books and records. Purchaser and the Sellers shall cooperate with each other in the conduct of any audit or other proceeding related to Taxes involving the Company or any Subsidiary. Any information provided or obtained under this Section 6.3 shall be filedkept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or in conducting an audit or other proceeding. (e) The Sellers will pay all applicable transfer Taxes, sales and/or use Taxes, real property transfer or caused to be filedexcise Taxes, only recording, deed, stamp and other similar Taxes, fees and duties imposed under applicable Law upon the Sellers incurred in connection with the transfer of the Purchase Shares. (f) For all Tax purposes, Purchaser and the Sellers agree that they will report the transactions contemplated by Seller. Notwithstanding anything to this Agreement in a manner consistent with the contrary anywhere in terms of this Agreement, the Parties and all parties agree that all Transaction Deductions will be reported in Pre-Closing to file their Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawReturns accordingly.

Tax Returns. Following All Tax Returns to be filed on or prior to the ClosingClosing Date shall be provided to Buyer for its review and comment prior to filing and all of Buyer’s reasonable comments shall be accepted. Buyer shall, Seller shall at its own expense, prepare or cause to be prepared and timely file or cause to be filed, at the expense of Seller, timely filed all Tax Returns for of the Group Companies Company and the Company Subsidiaries for all Tax Periods ending on or prior to the Closing Date periods that have not yet been filed and are required to be filed after the Closing Date. Such Tax Returns Buyer shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on prepare any such Tax Returns with respect to taxable periods or portions thereof ending on or before the Closing Date (togethersuch periods, with schedulesincluding all taxable periods ending on or before the Closing Date, statements and, to the extent requested by Buyer, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any “Pre-Closing Tax Period Periods”) consistent with past practices of each of the Company and the Company Subsidiaries, and the Equity Holders shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to responsible for the contrary anywhere in this Agreement, Taxes of the Parties agree that all Transaction Deductions will be reported in Company and the Company Subsidiaries for Pre-Closing Tax Periods (and otherwise treated as attributable to “Pre-Closing Taxes”) due in respect of such Tax PeriodsReturns. Buyer shall permit the Sellers’ Representative to review and comment on each Tax Return described in the preceding sentence and shall make such revisions to such Tax Returns as are reasonably requested by the Sellers’ Representative. Buyer shall notify the Sellers’ Representative of any amounts due from the Equity Holders in respect of any such Tax Return no later than ten (10) Business Days prior to the extent permitted by Lawdate on which such Tax Return is due, and the Sellers’ Representative shall remit such payment to Buyer no later than five (5) Business Days prior to the date such Tax Return is due. Buyer shall cause any amounts shown to be due on such Tax Returns to be timely remitted to the applicable Governmental Entity no later than the date on which such Taxes are due.

Tax Returns. Following the Closing(a) Seller, Seller at its own expense, shall prepare and timely file prior to the Closing Date, or cause to be prepared and file timely filed prior to the Closing Date, all Tax Returns required to be filed by the Company that are required to be filed (taking into account any applicable extensions) on or before the Closing Date (“Seller Prepared Tax Returns”). Seller shall prepare such Tax Returns consistent with past practices, except to the extent otherwise required by Law, and shall deliver to Purchaser any such Tax Returns for Purchaser’s review and comment at least 20 days prior to the due date of such Tax Return (or, in the case of non-income Tax Returns, such shorter period as circumstances may require) (taking into account any applicable extensions) and Seller shall consider in good faith all reasonable comments of Purchaser that are submitted no less than 10 days prior to such due date. (b) Purchaser, at its own expense, shall prepare and timely file, or cause to be prepared and timely filed, at the expense of Seller, all Tax Returns required to be filed by the Company for the Group Companies for all Tax Periods any tax period ending on or prior to the Closing Date that are required the due date of which (taking into account -49- NAI-1502820106v1 extensions of time to be filed file) is after the Closing DateDate or for any Straddle Period (“Purchaser Prepared Tax Returns”). Such Purchaser shall prepare Purchaser Prepared Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companiespractices, except as to the extent otherwise required by applicable Law and shall deliver to Seller any such Purchaser Prepared Tax Law or changes in facts. Seller shall permit Buyer to Returns for Seller’s review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 20 days prior to the due date for filing (including extensions) of such Tax Returns Return (or, in the case of non income Tax Returns, such shorter period as circumstances may require) (taking into account any applicable extensions), and Purchaser shall revise such Tax Returns to reflect any consider in good faith all reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees Seller that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 are submitted no less than 10 days prior to the such due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawdate.

Tax Returns. Following the Closing, Seller (a) The Representative shall prepare or cause to be prepared and file or cause to be filed, (at the expense of Seller, its expense) all Tax Returns for the Group Companies Company and its Subsidiaries for all Tax Periods periods ending on or prior to the Closing Date Date, that are required to be filed due after the Closing Date. Such Tax Returns shall be prepared in a manner consistent with the past practices Tax Returns (including amended Tax Returns) of the Group CompaniesCompany and its Subsidiaries filed on or prior to the Closing Date for prior fiscal periods, except as unless otherwise required by applicable Law. Such Tax Law or changes in facts. Seller Returns shall permit Buyer be delivered to the Company within not less than thirty (30) days prior to their required filing date for the Company’s review and comment timely filing. The Representative shall timely remit (or cause to be timely remitted) to the Company any Taxes shown due on such Tax Returns Returns. (together, with schedules, statements and, to the extent requested by Buyer, supporting documentationb) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer The Company shall prepare or cause to be prepared and file or cause to be filed, filed (at the expense of Buyer, all its expense) any Tax Returns of the Company and its Subsidiaries for the Group Companies for all Straddle Periods; provided, however, that to the extent that the operations of the Company and its Subsidiaries prior to and including the Closing Date are required to be included in the consolidated, unitary or combined Tax Return that includes a Stockholder, the Representative 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 prepared in a manner consistent with the past practices Tax Returns (including amended Tax Returns) of the Group CompaniesCompany and its Subsidiaries filed on or prior to the Closing Date for prior fiscal periods, except as unless otherwise required by applicable Law. Such Tax Law or changes in facts. Buyer Returns shall permit Seller be subject to the Representative’s right to review and comment on consent to any such Tax Returns within not less than thirty (30) days prior to their required filing date and to the Representative’s agreement with the relevant information and data set forth in such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns which consent and agreement shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably not be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawunreasonably withheld).

Tax Returns. Following the Closing(i) The Company shall timely prepare, Seller shall prepare or cause to be prepared prepared, and file all Pre-Closing Tax Returns of the Company required to be filed on or before the Closing Date, and all such Pre-Closing Tax Returns of the Company shall be prepared consistent with the Company’s past practices. The Company will promptly provide or make available to Parent copies of all Pre-Closing Tax Returns, reports and information statements that are filed after the date of this Agreement and prior to the Closing Date. (ii) Subject to Section 7.6(e)(iv), Parent shall timely prepare, or caused to be prepared, and file, or cause to be filed, at the expense of Seller, all Pre-Closing Tax Returns for of the Group Companies for all Tax Periods ending on or prior to the Closing Date that Company which are required to be filed after the Closing Date. Such , and all such Pre-Closing Tax Returns of the Company shall be prepared consistent with the Company’s past practices. (iii) Subject to Section 7.6(e)(iv), Parent shall timely prepare, or caused to be prepared, and file, or cause to be filed, all Straddle Period Tax Returns of the Company, and all such Straddle Period Tax Returns shall be prepared in a manner consistent with the Company’s past practices practices. (iv) Prior to the Company filing any Pre-Closing Tax Return pursuant to Section 7.6(e)(i), the Company shall provide the Parent with a draft of such proposed Pre-Closing Tax Returns at least forty-five (45) days prior to the deadline for filing such Tax Returns (or such lesser number of days as exists between the date of this Agreement and such deadline) (the “Deadline Period”). Parent shall have at least two-thirds of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer Deadline Period (rounding up fractional days) to review and comment on such draft Tax Returns (together, with schedules, statements and, the “Review Period”). If the Company receives no written objection to the extent requested by Buyer, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns by the end of the Review Period, the Company may file or cause to reflect any reasonable comments made by Buyer prior to the filing of be filed such Tax Returns. If Parent notifies the Company that it objects to any portion of the draft Tax Returns on or before the end of the Review Period, Parent, the Company and the Securityholders’ Representative shall attempt to mutually resolve any disagreements regarding such draft Tax Returns. Any disagreements regarding such draft Tax Returns which are not resolved within the remainder of the Deadline Period by the parties shall be submitted to the Accountants for resolution. (v) Prior to Parent or the Company filing a Pre-Closing Tax Return must be signed by Buyeror a Straddle Period Tax Return pursuant to Section 7.6(e)(ii) or (iii), any Affiliate thereof or as applicable, the Group Companies (or any representative Company shall provide the Securityholders’ Representative with a draft of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such proposed Pre-Closing Tax Return in order or Straddle Period Tax Return at least forty-five (45) days prior to permit the timely deadline for filing of such Tax Return. Following In the Closingcase of a Straddle Period Tax Return, Buyer Parent and the Company shall prepare or cause all provide detailed calculations and supporting information of the Pre-Closing Taxes reflected on such Straddle Period Tax Return. Securityholders’ Representative shall have at least thirty (30) days to be prepared review and comment on the draft Tax Return. If Parent and the Company receive no written objection to the Tax Return by the end of the thirty (30) day period, Parent may file or cause to be filedfiled such Tax Return. If Securityholders’ Representative notifies Parent and the Company that it objects to any portion of the draft Tax Return on or before the end of the thirty (30) day period, at Parent, Company and Securityholders’ Representative shall attempt to mutually resolve any disagreements regarding such draft Tax Return. Any disagreements regarding such draft Tax Return which are not resolved within another ten (10) days by the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns parties shall be prepared in submitted to the Accountants for resolution. (vi) Following the Closing Date, neither Parent nor Company shall amend any Pre-Closing Tax Return or Straddle Period Return unless Parent makes a manner consistent good faith reasonable determination that it is necessary to amend the Pre-Closing Tax Return or Straddle Period Return. Prior to Parent or the Company filing an amendment of such a Tax Return, Parent shall provide the Securityholders’ Representative with the past practices a draft of the Group Companiesproposed amendment, except as otherwise required accompanied by applicable Tax Law or changes in factsa written explanation of the reasons for amendment. Buyer Securityholders’ Representative shall permit Seller have at least thirty (30) days to review and comment on such Tax Returns (together, with schedules, statements and, the draft amendment. If Parent and the Company receive no written objection to the extent requested draft amendment by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability end of the Seller for Taxes pursuant thirty (30) day period, Parent may file or cause to this Agreementbe filed such amendment. Any amended Tax Return If Securityholders’ Representative notifies Parent and the Company that it objects to any portion of the Group Companies draft amendment on or claim for Tax refund on behalf before the end of the Group Companies thirty (30) day period, which objections shall be limited to an amendment that potentially increases the tax liability of the Securityholders for any Pre-Closing Tax Period shall be filedPeriod, or caused to be filed, only by Seller. Notwithstanding anything to potentially increases the contrary anywhere in tax indemnification obligations of the Securityholders under this Agreement, and/or potentially decreases any Tax attributes of the Parties agree that all Transaction Deductions will Company existing as of the Closing Date. Parent, Company and Securityholders’ Representative shall attempt to mutually resolve any disagreements regarding such draft amendment. Any disagreements regarding such draft amendment which are not resolved within another ten (10) days by the parties shall be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) submitted to the extent permitted by LawAccountants for resolution.

Tax Returns. Following the Closing, Seller shall The Buyer will prepare or cause to be prepared any Tax Returns of the Company that are due or may be filed by the Company from and file after the Closing Date, other than any income Tax Returns required to be filed for 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 Return contemplated by the first sentence of this Section, the Buyer will prepare such Tax Returns or cause them to be filed, prepared at the expense of Seller, all the Shareholders. In the case of Tax Returns for prepared by the Group Companies for all Buyer, the Buyer will provide the Shareholders with drafts of any such Tax Periods Returns that include any period ending on or prior to the Closing Date that are required no later than 30 days before their due date (with regard to be filed after extensions actually granted) and will permit the Closing DateShareholders to review, comment on and approve such draft Tax Returns. Such The Shareholders will not unreasonably withhold or delay his approval to any such draft Tax Returns. In the case of Tax Returns shall be prepared in a manner consistent with the past practices of the Group CompaniesCompany prepared by the Shareholders, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment on the Shareholders will prepare such Tax Returns (togetherconsistent with past practice and in accordance with applicable law, with schedules, statements and, will provide to the extent requested by Buyer, supporting documentation) Buyer drafts of any such Tax Returns that include any period ending on the Closing Date at least 30 days prior to before the due date for filing (including extensions) of thereof, with regard to extensions actually granted, and will permit the Buyer to review, comment on and approve such draft Tax Returns. The Buyer will not unreasonably withhold or delay its approval to any such draft Tax Returns and, after such approval, will execute and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of file such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), The Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise Shareholders with respect to any information or documentation reasonably required by applicable Tax Law or changes the Shareholders in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of preparing such Tax Returns. For the avoidance of doubt, but only the Shareholders shall be responsible for payment of all taxes attributed to the extent the failure to include such comments could reasonably be expected to increase the Liability activities of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything Company up to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawDate.

Tax Returns. Following the Closing, Seller (i) The Company shall prepare and timely file, or cause to be prepared or timely filed, all Tax Returns in respect of any member of the Company Group that are required to be filed (taking into account any extension) on or before the Closing Date, and shall pay, or cause to be paid, all Taxes of the Company Group due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of such member, except as required by applicable Law. At least fifteen (15) days prior to the due date for filing any material income Tax Return described in this Section 6.8(a)(i), the Company shall deliver a draft copy of such Tax Return to Parent for Parent’s review. (ii) Parent shall prepare and timely file, or cause to be prepared and file or cause to be timely filed, at the expense of Seller, all Tax Returns for each member of the Company Group Companies for all Tax Periods any periods ending on or prior to the Closing Date that are required to be filed after the Closing DateDate and all Tax Returns for the Company Group for any Straddle Periods (each, a “Post-Closing Tax Return”). Such Post-Closing Tax Returns shall be prepared in on a manner basis consistent with the past practices most recent Tax Returns of the Group Companiesapplicable member of the Company Group, except as otherwise required by applicable Tax Law or changes in factsLaw. Seller shall permit Buyer to review and comment on such Tax Returns Not later than fifteen (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation15) at least 30 days prior to the due date for filing of any such Post-Closing Tax Returns that show Taxes due and that could give rise to any liability that is recoverable pursuant to Article VII of this Agreement (taking into account, for the avoidance of doubt, the limitations on indemnification included in this Agreement, including extensions) the availability of amounts in the Indemnity Escrow Account (the “Indemnity Limits”)), Parent shall provide the Stockholder Representative with drafts of such Post-Closing Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days twenty (20) Business Days prior to the due date for filing such Post-Closing Tax Returns. Parent shall incorporate any comments reasonably requested by the Stockholder Representative in writing provided to Parent at least five (including extensions5) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller Business Days prior to the filing due date of such Post-Closing Tax Returns, but only to . To the extent the failure to include Parent disagrees with any such comments could reasonably provided by the Stockholder Representative, any disagreement with respect to such comments have not been resolved, the principles of Section 2.9 shall apply thereto. Any payments of Taxes due with respect to Post-Closing Tax Returns not otherwise taken into account in Working Capital shall be expected paid from the Indemnity Escrow Account. (iii) For purposes of this Agreement, the portion of Taxes payable for any Straddle Period allocable to increase the Liability Pre-Closing Tax Period will be (A) in the case of Property Taxes, deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (B) in the case of all other Taxes, determined as though the taxable year of the Seller Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for Taxes depreciation, shall be apportioned on a time basis. If any party (the “Paying Party”) pays or has paid a Tax for which the other party (the “Non-Paying Party”) is responsible pursuant to the apportionment set forth in this Section 6.8(a)(iii), the Paying Party shall be entitled to reimbursement from the Non-Paying Party. (iv) Except as specifically provided in Section 6.8(a)(ii) or after the Indemnity Escrow Amount has been reduced to $0 or released pursuant to this Agreement and the Escrow Agreement. Any amended , neither Parent nor any of its Affiliates shall (or after the Closing, shall cause or permit either Surviving Company to) (A) file (other than as set forth in Section 6.8(a)(ii)), amend, refile or otherwise modify any Tax Return of the Group Companies Company and its Subsidiaries with respect to any Pre-Closing Tax Period; (B) initiate or claim for enter into any voluntary disclosure agreement or program with any Tax refund on behalf of authority with respect to the Group Companies Company for any Pre-Closing Tax Period shall be filed, Period; (C) make or caused change any Tax election of the Company that has retroactive effect to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in a Pre-Closing Tax Periods Period; or (and otherwise treated as attributable to Pre-Closing Tax PeriodsD) make an election under Section 338 of the Code (or similar provisions of state, local or foreign law) with respect to the extent permitted transactions contemplated by Lawthis Agreement, in each case to the without the prior written consent of the Stockholder Representative (such consent not to be unreasonably withheld, conditioned or delayed).

Tax Returns. Following the Closing, (a) The Seller Representative shall prepare and timely file, or shall cause to be prepared and file or cause to be timely filed, at the expense of Seller, all Tax Returns for in respect of the Group Companies for all Tax Periods ending on or prior to the Closing Date Company that are required to be filed after (taking into account any extension) on or before the Closing Date, and Sellers shall pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices practice of the Group Companies, Company with respect to such items (except as otherwise required by applicable Applicable Law). At least twenty (20) days prior to filing any such Tax Law or changes in facts. Return, the Seller Representative shall permit Buyer submit a copy of such Tax Return to Purchaser for Purchaser’s review and comment on approval, which approval shall not be unreasonably withheld. (b) Purchaser shall prepare or cause to be prepared, and timely file, or cause to be timely filed, all Tax Returns for the Company required to be filed after the Closing Date with respect to any Tax period that ends before or includes the Closing Date. All such Tax Returns shall be prepared on a basis consistent with past practice (together, with schedules, statements and, except as otherwise required by Applicable Law). At least twenty (20) days prior to the extent date (including extensions) on which each such Tax Return to be prepared by Purchaser is filed, Purchaser shall submit such Tax Return to the Seller Representative for its review and comment, and Purchaser shall incorporate all reasonable changes requested by Buyer, supporting documentation) the Seller Representative at least 30 ten (10) days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer The Sellers shall prepare or cause to be prepared liable for and file or cause to be filed, at the expense of Buyer, all Tax Returns shall promptly reimburse Purchaser for the Group Companies for all Straddle Periods. Such amount of unpaid Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment reflected on such Tax Returns (together, with schedules, statements and, attributable to the period or portion thereof ending on or before the Closing Date except to the extent requested by Seller, supporting documentation) at least 30 days prior such Taxes are both accrued for on the Closing Date Statement as finally determined and taken into account in finally determining the Actual Closing Date Net Working Capital. Purchaser or the Company shall promptly reimburse the Sellers to the due date for filing extent (including extensionsi) the amount of income Taxes paid (whether as payments of estimated income Tax, credits of prior years’ income Tax refunds in lieu of payment of such refunds or otherwise) by the Company on or before the Closing Date with respect to any Pre-Closing Tax Returns and shall revise such Period for which an income Tax Returns to reflect any reasonable comments made Return is filed after the Closing by Seller prior Purchaser under this Section 8.2(b) (except to the filing extent such income Taxes paid are both accrued for on the Closing Date Statement as finally determined and taken into account in finally determining the Actual Closing Date Net Working Capital) plus the amount of liabilities and reserves for such income Taxes reflected on the Closing Date Statement as finally determined and taken into account in determining the Actual Closing Date Net Working Capital exceed (ii) the amount of the Company’s income Taxes attributable to such Pre-Closing Tax ReturnsPeriod, but only to the extent such excess neither arises from the failure carryback of a loss or other Tax benefit from a subsequent Tax period nor can be received in cash as a Tax benefit (if at all) only in a subsequent Tax period. Purchaser shall not take any action, or allow the Company to include such comments could reasonably be expected to take any action, in each case other than in the ordinary course of business, on the Closing Date that would increase the Liability indemnification obligation of the Seller Sellers hereunder for Taxes pursuant attributable to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawPeriod.

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

Tax Returns. Following the ClosingThe Seller Parties shall prepare, Seller shall prepare or cause to be prepared and file or cause prepared, at their expense, all of the Tax Returns required to be filed, at filed with respect to the expense of Seller, Business for all taxable periods (other than with respect to Tax Returns for required to be filed by a Member of the Group Companies for all Tax Periods Company Group) ending on or prior to the Closing Date that are required to be filed after the Closing DateDate (a “Seller Return”). Such Tax All such Seller Returns shall be prepared in a manner consistent with the past practices of the Company Group Companies, except as or applicable Seller Party unless otherwise required by applicable Law. The Seller Parties shall provide Buyer with a copy of any such Seller Returns for its review, comment, and approval, with respect to income Tax Law or Returns, at least thirty (30) Business Days prior to the due date (taking into account applicable extensions) of such Seller Returns, and with respect to non-income Tax Returns, as soon as reasonably practicable, and the Seller Parties shall accept any changes in factsreasonably requested by Buyer. Seller shall permit Buyer to After such review and comment on and approval, the Seller Parties will submit such Seller Returns to the Company Group for filing. Buyer will prepare, or cause to be prepared, and file, or cause to be filed, all other Tax Returns for the Company Group or with respect to the Business for any Straddle Periods. Buyer will provide Seller with copies of any such Tax Returns (togetherfor Seller’s reasonable review and comment, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 fifteen (15) days prior to the due date for filing hereof (including extensionsgiving effect to any extensions thereto) in the case of such income Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to as soon as practicable in the filing case of such Tax Returns. If any such all other Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause and shall consider in good faith such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except revisions as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent are reasonably requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Law.

Tax Returns. Following During the ClosingInterim Period, Seller the Company shall prepare or cause to be prepared and file or cause to be filed, at the expense of Seller, filed all Tax Returns for required to be filed by the Group Companies for all Tax Periods ending Company and each Company Subsidiary on or prior to the Closing Date that are required Date, taking into account all applicable extensions of time to be filed after the file such Tax Returns (“Pre-Closing DateReturns”). Such Tax All such Pre-Closing Returns shall be prepared in a manner consistent with the past historic Tax accounting practices of the Group CompaniesCompany and the Company Subsidiaries, as applicable (except as otherwise may be required by under applicable Tax Law or changes in factsLaw). Seller The Company and the Company Subsidiaries, as applicable, shall permit Buyer to review and comment pay all Taxes shown as due on such Pre-Closing Returns. The Company shall provide to Parent copies of any Pre-Closing Returns relating to income Taxes of the Company and the Company Subsidiaries (“Pre-Closing Income Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentationReturns”) at least 30 ten (10) days prior to the due date for filing of such a Pre-Closing Income Tax Return (including applicable extensions) of such Tax Returns for review by Parent, and Parent shall revise such Tax Returns provide any comments it may have with respect to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such a Pre-Closing Income Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 five (5) days prior to the due date for filing of such Pre-Closing Income Tax Return (including applicable extensions) of such Tax Returns ). The Company shall accept any and shall revise such Tax Returns to reflect any all reasonable comments made by Seller prior of Parent with respect to the filing of such Pre-Closing Income Tax Returns, but only to the extent the failure to include that such comments could reasonably be expected are necessary to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any cause such Pre-Closing Income Tax Period shall be filed, or caused Returns to be filedprepared in compliance with applicable Tax Law, only by Seller. Notwithstanding anything in a manner consistent with the historic Tax accounting practices applicable to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in preparation of such Pre-Closing Income Tax Periods (and otherwise treated as attributable Returns, or, if there are no such historic Tax accounting practices, in a manner that does not have the effect of distorting the reporting of income or the claiming of expenses or losses in the applicable tax period to which the Pre-Closing Income Tax Periods) to the extent permitted by LawReturn relates.

Tax Returns. Following the Closing, (A) Seller shall prepare or cause to be prepared on a basis consistent with past practice and shall file or cause to be filed, at the expense of Seller, filed all Federal Income Tax Returns for the Group Companies Company for all Tax Periods periods ending on or prior to the Closing Date that which are required to be filed due after the Closing Date. Such Tax Returns , and shall pay or cause to be prepared in a manner consistent with paid any and all Federal Income Taxes which are reflected as being owed by the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment Company on such Tax Returns Returns. (together, with schedules, statements and, to the extent requested by Buyer, supporting documentationB) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared all other Tax Returns and shall file or cause to be filed, at the expense of Buyer, filed all Tax Returns for the Group Companies Company for (i) all periods ending after the Closing Date and (ii) for all Straddle Periods. Such periods ending on or prior to the Closing Date (other than in respect of Federal Income Taxes, as to which subsection (a) above shall be applicable) and shall pay or cause to be paid any and all Taxes which are reflected as being owed by the Company on such Tax Returns. (C) Any Tax Returns prepared pursuant to this Section 7.3(b) shall be prepared in on a manner basis consistent with the past practices last previous Tax Returns of the Group CompaniesCompany, except as otherwise required by applicable Tax Law unless Seller and Buyer agree that there is no reasonable basis for such position or changes that a change is necessary to comply with a change in factsLaw. Buyer shall permit afford Seller the opportunity to review review, comment upon and suggest changes or corrections to any Tax Return prepared by it or the Company pursuant to Section 7.3(b)(B) and Seller shall afford Buyer the opportunity to review, comment on such upon and suggest changes or corrections to information with respect to the Company set forth in any Tax Returns (togetherprepared by it pursuant to Section 7.3(b)(A), with schedules, statements and, in any case prior to the extent requested by Seller, supporting documentation) at least filing thereof and in no event less than 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawfiling.

Tax Returns. Following the Closing, (a) Seller shall prepare and timely file or cause to be prepared and file or cause to be timely filed, at the expense of Seller, : (i) all income Tax Returns for the Group Companies Company and its Subsidiaries for all Pre-Closing Tax Periods ending that are filed on a consolidated, combined, or prior unitary basis, regardless of when such Tax Returns are required to be filed. Such Tax Returns, as they relate to the Company or any of its Subsidiaries, shall be consistent with past practice, except as required by applicable Law; and (ii) all other Tax Returns for the Company and its Subsidiaries for Tax periods that end before the Closing Date and that are required to be filed after on or prior to the day before the Closing Date (taking into account any valid extensions). Such Tax Returns shall be consistent with past practice, except as required by applicable Law. (b) Buyer shall prepare (through Hood & Strong) and timely file, or cause to be prepared and timely filed, Tax Returns for the Company and its Subsidiaries for Tax periods that end on or before the day before the Closing Date that are not described in Section 8.4(a) and not filed on or prior to the Closing Date. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companiespractice, except as otherwise required by applicable Tax Law or changes in factsas would not have a material adverse impact on Seller. Seller shall permit Buyer have the right to review and comment on upon such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 days prior to filing and the due date for filing (including extensions) of such Tax Returns and parties shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to cooperate with one another in the filing preparation of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies . (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, c) Buyer shall prepare and timely file, or cause to be prepared and file or cause to be timely filed, at the expense of Buyer, all Tax Returns for the Group Companies Company and its Subsidiaries for all Straddle Periods. Such Tax Returns shall be prepared by Hood & Strong in a manner consistent with the past practices of the Group Companiespractice, except as otherwise required by applicable Tax Law or changes in factsas would not have a material adverse impact on Seller. Buyer Seller shall permit Seller have the right to review and comment on upon such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to filing and the due date for filing (including extensions) of such Tax Returns and parties shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to cooperate with one another in the filing preparation of such Tax Returns. (d) Buyer shall prepare and timely file, but only or cause the Company and its Subsidiaries to prepare and timely file, all Tax Returns required to be filed by or with respect to the extent Company and its Subsidiaries for any Tax period beginning on or after the failure Closing Date. (e) Seller shall not enter into any settlement or compromise related to include such comments any Taxes which settlement or compromise could reasonably be expected to increase have a material adverse impact on the Liability Company, its Subsidiaries, Buyer or any of its Affiliates without obtaining prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed. (f) Buyer shall not enter into (or cause the Company or any Subsidiary to enter into) any settlement or compromise related to Taxes which settlement or compromise could reasonably be expected to have a material adverse effect on Seller for Taxes pursuant to this Agreement. Any amended Tax Return without obtaining prior written consent of the Group Companies Seller, which consent will not be unreasonably withheld or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawdelayed.

Tax Returns. Following (a) Itron shall cause the ClosingCompany to consent to join, Seller for all taxable periods ending before the Closing Date for which it is eligible to do so, in all consolidated, combined, or unitary Tax Returns of or including STC or its other Affiliates that STC requests it to join. STC shall prepare and timely file or cause to be prepared and file timely filed all such consolidated, combined, or unitary Tax Returns of the Company and all other Tax Returns of the Company and New SLB Mexico required to be filed prior to the Closing Date, and shall pay or cause to be filedpaid all Taxes to which such Tax Returns relate for all periods covered by such Tax Returns. Holdings shall cause the Joint Venture to prepare and timely file and/or join in all such consolidated, at combined, or unitary Tax Returns of the expense Joint Venture and all other Tax Returns of Sellerthe Joint Venture required to be filed prior to the Closing Date, and shall pay or cause to be paid all Taxes to which such Tax Returns relate for all periods covered by such Tax Returns. (b) Itron shall prepare and timely file or caused to be prepared and timely filed all Tax Returns for of the Group Companies Company, New SLB Mexico and the Joint Venture (other than consolidated, combined, or unitary Tax Returns) for all Tax Periods periods ending on or prior to the Closing Date that are required to be filed after the Closing Date and all periods that begin before the Closing Date and end after the Closing Date. Such Not later than five (5) days before the due date for the payment of Taxes with respect to any such Tax Returns Returns, STC (in the case of a Company or New SLB Mexico Tax Return) or Holdings (in the case of a Joint Venture Tax Return) shall pay or cause to be prepared in a manner consistent with paid to Itron (on behalf of itself and the past practices other Purchasers) the amount of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Seller shall permit Buyer to review and comment due on such Tax Returns which is properly allocable to periods ending prior to the Closing Date and which has not been reflected on the Adjusted Balance Sheet pursuant to paragraph 3(g) of Exhibit 2.5. (togetherc) From and after the Closing Date, with schedulesSTC and Holdings, statements andon the one hand, and the Purchasers, on the other hand, shall cooperate fully, as and to the extent reasonably requested by Buyerthe other party, supporting documentationin connection with the preparation and filing of Tax Returns. (d) at least 30 The Seller Group and the Purchasers shall file their respective income tax returns in accordance with Section 2.3. (e) For purposes of this Agreement (including, without limitation, Sections 5.9 and 7.3), Taxes shall be computed based on the closing of the books method as of the end of the Closing Date; provided, however, that (i) exemptions, allowances and deductions (such as depreciation deductions) allowed in a period beginning before and ending on or after the Closing Date and which are calculated on an annual basis shall be prorated on a per diem basis, (ii) Taxes resulting from any act (other than the Section 338(h)(10) Elections), transaction or omission of the Purchasers, the Company or the Joint Venture that occurs after the Closing and which is not in the ordinary course of business shall be allocated to a period beginning after the Closing Date, and (iii) in the case of any Tax imposed upon the ownership, use, operation or holding of real or personal property, such Taxes shall be prorated based upon the number of days prior to of such period included in the due date for filing pre-Closing Tax period (including extensionswhich period shall include the Closing Date) and the number of days of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to period after the filing of such Tax Returns. If any such Tax Return must be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order to permit the timely filing of such Tax Return. Following the Closing, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by LawDate.

Tax Returns. Following the Closing(i) Lamington Road, Seller at its sole cost and expense, shall prepare prepare, or cause to be prepared prepared, and file shall timely file, or cause to be filed, at the expense of Seller, all Tax Returns for of the Group Companies for Partnership due (after taking into account all Tax Periods ending appropriate extensions) on or prior to the Closing Date (and any amendments thereto) (the “Seller Prepared Returns”), and shall pay the full amount due. To the extent that are required a Seller Prepared Return needs to be filed after the Closing Date. Such Date by the Partnership, the Seller Parties shall promptly pay the full amount due with respect to such Seller Prepared Tax Return to the Partnership, and Purchaser shall cause the Partnership to file such Tax Return and pay the full amount due with respect thereto promptly after receiving payment therefor from the Seller Parties. (ii) The Partnership shall prepare and timely file all Tax Returns of the Partnership due (after taking into account all appropriate extensions) after the Closing Date that are not Seller Prepared Returns (the “Partnership Prepared Returns”). To the extent that a Partnership Prepared Return relates to a Pre-Closing Tax Period, such Tax Return shall be prepared in on a manner basis consistent with the past practices of the Group Companiesapplicable existing procedures and practices, except as unless otherwise required by applicable law. At least thirty (30) days prior to the due date of any Partnership Prepared Tax Law or changes in facts. Return that relates to a Pre-Closing Tax Period, the Partnership shall provide a draft of such Tax Return to the Seller shall permit Buyer to Parties for their review and comment on comment. The Partnership shall in good faith consider any reasonable comments made by the Seller Parties to any such Tax Returns Return. At least five (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation5) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If any such Partnership Prepared Tax Return must be signed by Buyerthat relates to a Pre-Closing Tax Period, the Seller Parties shall pay to the Partnership the amount of any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees Pre-Closing Taxes that it will, or will cause such other parties to, cooperate fully and punctually in signing such Tax Return in order are payable with respect to permit the timely filing of such Tax Return. Following the Closing. (iii) The Purchaser shall not, Buyer shall prepare or cause to be prepared and file or cause to be filed, at the expense of Buyer, all Tax Returns for the Group Companies for all Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Group Companies, except as otherwise required by applicable Tax Law or changes in facts. Buyer shall permit Seller to review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) at least 30 days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns not allow the Partnership to reflect amend any reasonable comments made by Seller prior to the filing of such Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability of the Seller for Taxes pursuant to this Agreement. Any amended Tax Return of the Group Companies or claim Partnership for Tax refund on behalf of the Group Companies for any a Pre-Closing Tax Period shall be filed, or caused otherwise initiate (or agree to) any other Seller Party Tax Matter without the prior written consent of the Seller Parties (not to be filedunreasonably conditioned, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in Pre-Closing Tax Periods (and otherwise treated as attributable to Pre-Closing Tax Periods) to the extent permitted by Lawwithheld or delayed).

Tax Returns. Following the Closing, Seller The Representative shall prepare and file or cause to be prepared and file or cause to be filed, at the expense of Seller, filed all Tax Returns for the Group Companies Company for all Tax Periods periods ending on or prior to the Closing Date that are required to be filed after the Closing Date. Such All such Tax Returns shall will be prepared and filed in a manner consistent with the past practices practice of the Group Companies, except as Companies unless otherwise expressly required pursuant to this Agreement or by applicable an intervening change in Law. The Representative will submit such Tax Law or changes in facts. Seller shall permit Returns to Buyer to for review and comment on such Tax Returns (together, with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 thirty (30) days prior to the due date for filing (including extensions) of such Tax Returns and shall revise such Tax Returns (after giving effect to reflect any reasonable comments made by Buyer prior to the filing of such Tax Returns. If valid extensions), provided that, any such Tax Return must that is required to be signed by Buyer, any Affiliate thereof or the Group Companies (or any representative of the foregoing), Buyer agrees that it willfiled contemporaneously with, or will cause such other parties topromptly after, cooperate fully the close of a Tax period, shall be provided to the Buyer for review and punctually comment as soon as reasonably practicable. The Representative shall consider in signing good faith all reasonable comments received from Buyer and within a reasonable period after such Tax Return in order Returns are submitted to permit the timely filing of such Tax ReturnBuyer and prior to filing. Following the Closing, Buyer shall will prepare and file (or cause to be prepared and file or cause filed) in a timely manner (after giving effect to be filed, at the expense of Buyer, any valid extensions) all Tax Returns required to be filed by the Company, after giving effect to any valid extensions of the due date for the Group Companies filing any such Tax Returns, for all any Straddle PeriodsPeriod. Such Tax Returns shall will be prepared and filed in a manner consistent with the past practices practice of the Group Companies, except as Company unless otherwise expressly required pursuant to this Agreement or by applicable Tax Law or changes an intervening change in factsLaw. Buyer shall permit Seller to review and comment on will submit such Tax Returns (together, with schedules, statements and, to the extent requested by Seller, supporting documentation) Representative for review and approval at least 30 thirty (30) days prior to the due date for filing (after giving effect to any valid extensions), which approval shall not be unreasonably withheld, conditioned, or delayed. After the Closing, Buyer shall not, and shall cause its Affiliates (including extensionsthe Company) of such not to, (1) amend any Tax Returns and shall revise such of the Company for a Pre-Closing Tax Period, (2) file Tax Returns to reflect any reasonable comments made by Seller of the Company for a taxable period ending on or prior to the filing Closing Date or for any Straddle Period in a manner inconsistent with past practice of such the Company or in a jurisdiction where the Company has not historically filed Tax Returns, but only to the extent the failure to include such comments could reasonably be expected to increase the Liability (3) make, change or revoke any Tax election with respect to, or that has a retroactive effect to, a Pre-Closing Tax Period, (4) initiate discussions or examinations with Tax authorities or other Governmental Bodies regarding Taxes of the Seller Company with respect to any Pre-Closing Tax Period or make any voluntary disclosures with Governmental Bodies with respect to Taxes for Taxes pursuant Pre-Closing Tax Periods, (5) compromise, settle or otherwise resolve any Tax liability of the Company with respect to this Agreement. Any amended a Pre-Closing Tax Period of the Company, (6) agree to any waiver or extension of the statute of limitations relating to any Tax Return of the Group Companies or claim for Tax refund on behalf of the Group Companies Company for any Pre-Closing Tax Period shall be filedPeriod, (7) change any accounting method or caused adopt any convention that shifts taxable income of the Company from a taxable period (or portion thereof) beginning after the Closing Date to be filed, only by Seller. Notwithstanding anything to the contrary anywhere in this Agreement, the Parties agree that all Transaction Deductions will be reported in a Pre-Closing Tax Periods (and otherwise treated as attributable to Period or shifts deductions or losses of the Company from a Pre-Closing Tax PeriodsPeriod to a period (or portion thereof) beginning after the Closing Date, or (8) take any action on the Closing Date after the Closing other than in the ordinary course of business of the Company or as expressly contemplated herein, in each case of clauses (1) through (8), without the prior written consent of the Representative (such consent not to the extent permitted by Lawbe unreasonably withheld, conditioned or delayed).