Common use of Tax Returns Clause in Contracts

Tax Returns. (a) Seller shall prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group 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). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least fifteen (15) days prior to the due date for filing such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali Group.

Tax Returns. (a) Seller shall prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group 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 when due (taking into account any extensions). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate extensions properly obtained) (x) all Tax Returns that are required to be filed by or with respect to the Company on a combined, consolidated or unitary basis with Seller or any Affiliate thereof (other than the Company) and (y) all other Tax Returns that are required to be filed by or with respect to the Company on or prior to the Closing Date (including the final federal, state, local and other income Tax Returns of the Company). In each case Seller shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the Company after the Closing Date and Buyer shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. At least thirty (30) days prior to the due date (taking into account any extension) for the filing of Tax Returns relating to Taxes arising or with respect to periods on or prior to the Closing Date, Buyer shall deliver to Seller a draft of such Tax Returns. Buyer shall consider in good faith any comment that Seller submits to Buyer at least fifteen (15) days prior to the due date for filing such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed of such Tax Returns. If Purchaser objectsSeller or Buyer shall reimburse the other party the Taxes for which Seller or Buyer is liable pursuant to paragraph (a) of this Section 8.2 but which are remitted in respect of any Tax Return to be filed by the other party pursuant to this paragraph (b) upon the written request of the party entitled to reimbursement setting forth in detail the computation of the amount owed by Seller or Buyer, Purchaser shall provide such objection as the case may be, but in writing to Seller within no event earlier than ten (10) days of receipt of any prior to the due date for paying such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described Taxes, except, in the immediately preceding sentence (or any notification or election relating thereto) without case of amounts owed by Seller to Buyer, to the prior written consent extent such Taxes were included on the Closing Date Balance Sheet and taken into account in determining the Adjusted Purchase Price. For the avoidance of Seller (which consent doubt, such reimbursement obligations shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause subject to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described limitations on indemnification set forth in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali GroupARTICLE XI.

Tax Returns. (a) Seller Newpark shall prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group 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). Seller shall deliverfile, or cause to be deliveredfiled, to Purchaser when due all Pre-Closing Separate Tax Returns that are required to be filed after by or for the Closing Date at least fifteen (15) days prior to Transferred Entities for taxable years or periods ending on or before the due date for filing such Tax Returns (taking into account any extensions) Effective Time, and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate when due all Tax ReturnsReturns that are required to be filed by or for the Transferred Entities for taxable years or periods ending after the Effective Time. If Newpark could be liable for any Taxes with respect to any Tax Return filed by Purchaser, Purchaser shall promptly provide (or i) cause such Tax Return to be providedprepared on a basis which is consistent with the Transferred Entities’ Tax Returns previously filed and in accordance with past practices unless otherwise required (rather than permitted) by the Code and/or Treasury Regulations at such time, (ii) deliver a copy of such Tax Return along with accompanying work papers to Seller Newpark not less than thirty (30) days prior to the due date (as extended, if applicable) for the filing of such Tax Return (the “Due Date”), (iii) if, at any information time prior to the Due Date, Newpark notifies Purchaser that Newpark objects to any item reflected on such Tax Return which item may affect Newpark’s liability for Taxes, Purchaser shall, prior to the Due Date, make any and all changes to such item or items reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), Newpark and Purchaser shall use commercially not file any such Tax Return until it has made such reasonable efforts to prepare changes and received Newpark’s agreement thereto (or cause not to be preparedunreasonably withheld). If Purchaser has fully complied with this Section 7.1(e) with respect to a Tax Return to be filed by Purchaser, Newpark shall pay Purchaser the Taxes for which Newpark is liable pursuant to Section 7.1(a) but which are payable with such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent Tax Return within five (5) Business Days (x) prior to the Due Date for the filing of such Tax Returns or (y) after the date that Purchaser has provided Newpark with the past practice revised Tax Return referred to in clause (iii) of the relevant member previous sentence, whichever is later. If Purchaser fails to satisfy any of the Alkali Groupits obligations pursuant to this Section 7.1(e) with respect to any Tax Return, Newpark shall, in addition to any other remedies available to Newpark, have no obligation to indemnify Purchaser for any Taxes reflected on such Tax Return.

Tax Returns. (a) Seller shall prepare Other than Tax returns and timely reports for which the failure to file would not result in a Material Adverse Effect, 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 shall cause in consolidation with Affiliates, and solely with respect to be prepared the Company, such returns and reports are correct and complete, in all material respects, and timely filed (i) including any Tax Return of a member applicable filing extensions). Solely with respect to the Company, as of the Seller Group Effective Date, the Company has paid all Taxes which have become due pursuant to such returns or of an Affiliated Group that includes reports or pursuant to any member assessment received with respect thereto. The Company has paid for all premium Taxes which are owed or estimated to be owed by the Company and as of the Seller Group 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 (including collectively, the “Consolidated Returns”) which include the Company and other Affiliates and such Consolidated Returns are the subject of frequent audits; however, to Seller’s Knowledge, there are no threatened actions, proceedings or investigations by any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or governmental authority with respect to any member separate Tax returns filed solely by the Company or any income, loss or deduction items of the Alkali Group 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 any taxable period that ends on which Tax returns or before reports have not yet been filed, or for which Taxes are not yet due or owing, the Closing Date (a “Pre-Closing Separate Tax Return”)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. Seller shall timely file or cause The Company has made all payments of estimated Taxes required to be timely filed made by the Company through the Effective Date under Applicable Law. No penalties or other charges are due with respect to the late filing of any Combined Tax Return and any Pre-Closing Separate Tax Return that is return of the Company required to be filed on or before the Closing Date Effective Date. There is no Lien for Taxes (taking into account other than for Taxes not yet due and payable), whether imposed by any extensionsfederal, 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. Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after Through the Closing Date at least fifteen (15) days prior to Date, the due date Company’s net operating losses for filing such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described federal income tax purposes as set forth in the immediately preceding sentence (or Annual Financial Statements are not subject to any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested limitations imposed by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice 382 of the relevant member of the Alkali GroupCode.

Tax Returns. (a) Seller shall prepare shall, at its own expense, be responsible for preparing and timely file or shall cause to be prepared and timely filed filing (i) any all Tax Return of a member Returns of the Seller Group or of an Affiliated Group that includes any member of Company and its Subsidiaries (including, for this purpose, the Seller Group (including any Combined Tax ReturnCarve-Out Entities) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group for any taxable period that ends all periods ending on or before prior to 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 are required to be filed on or before prior to the Closing Date (taking into account any applicable extensions) (“Company Tax Returns”) and (ii) all Tax Returns that include the Company or any of its Subsidiaries, on the one hand, and Seller or any of its Affiliates other than the Company and its Subsidiaries or the Carve-Out Entities, on the other hand (“Combined Tax Returns” and, together with the Company Tax Returns, “Seller Tax Returns”). All Seller Tax Returns shall be prepared on a basis consistent with the past practices of Seller or its applicable Affiliate except to the extent (i) failure to do so would not adversely affect Purchaser or any of its Affiliates (including the Company and its Subsidiaries) or (ii) otherwise required by a change in Law. Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate each Seller Tax Return (or in the case of any Combined Tax Returns, the relevant portions thereof) at least thirty (30) calendar days prior to the due date thereof (taking into account any extensions thereof) and shall reflect on the filed return any reasonable comments received from Purchaser in writing within twenty (20) calendar days following the date such Tax Returns are delivered by Seller to Purchaser. Seller shall file or cause to be filed all Seller Tax Returns and shall pay or cause to be paid any Taxes shown as due on such Seller Tax Returns. Purchaser shall prepare and file all Tax Returns of the Company and its Subsidiaries that are not Seller Tax Returns (“Purchaser Tax Returns”), including, any consolidated federal income Tax Return of the Company and its Subsidiaries (including, for this purpose, the Carve-Out Entities) for periods ending on or prior to the Closing Date that are required to be filed after the Closing Date (taking into account any applicable extensions) and pay or cause to be paid any Taxes shown as due on such Tax Returns (subject to Purchaser’s right to indemnification for Excluded Taxes and payment for Purchaser Tax Period Carve-Out Entity Taxes). Notwithstanding anything to the contrary herein, Purchaser shall have no obligation to prepare or file any Tax Return for any Carve-Out Entities for any taxable period (or portion thereof) beginning after the date of the Carve-Out Transaction of such Carve-Out Entity. Purchaser Tax Returns for any Seller Tax Period or Straddle Period shall be prepared in a manner consistent with the past practices of the relevant entity except to the extent (i) failure to do so would not adversely affect Seller or any of its Affiliates (including the Company and its Subsidiaries), (ii) otherwise required by a change in Law, or (iii) Purchaser reasonably determines that there is not at least fifteen “substantial authority” for a material position reflected on such Tax Return, provided, that Purchaser shall provide Seller at least twenty (1520) days to provide a written tax opinion, in form and substance reasonably acceptable to Seller, of a nationally recognized law firm or accounting firm experienced in Tax matters, concluding that there is at least “substantial authority” (as defined under Section 6662 of the Code (or successor provisions thereof)) for such position, and Purchaser agrees notwithstanding the provisions of Section 5.9(c) to file such Tax Return in a manner consistent with such written tax opinion. No later than two (2) Business Days prior to the due date for filing such Tax Returns (taking into account any extensions) and for Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke filing any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of pursuant to this Section 5.9(b), Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall fileshall, or shall cause its Affiliates to, pay to be filedPurchaser an amount equal to any Excluded Taxes shown as due and payable with respect to such Tax Return. Notwithstanding anything to the contrary herein, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause except to be provided) the extent otherwise required pursuant to Seller any information reasonably requested by Seller to facilitate the preparation and filing resolution of any audit or Tax Returns described in this Section 7.4(a)proceeding, and neither Purchaser nor Seller shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent take any Tax reporting position inconsistent with the past practice fair market value of each Carve-Out Entity as used for purposes of calculating the relevant member of the Alkali Grouppayment pursuant to Section 2.2(c)(i)(A).

Tax Returns. (a) Seller shall The Acquired Companies shall, at the Acquired Companies’ expense, prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group file or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required cause to be filed by or with respect to any member of all Tax Returns for the Alkali Group Acquired Companies for any taxable period that ends all periods ending on or before the Closing Date (a “Pre-and which are due on or before the Closing Separate Tax Return”)Date, and the Acquired Companies shall pay or cause to be paid all Taxes with respect to such periods. Seller shall timely The Buyer shall, at the Buyer’s expense, prepare or cause to be prepared and file or cause to be timely filed any Combined all Tax Return and any Pre-Closing Separate Tax Return that is required to be filed Returns for the Company for all periods ending on or before prior to the Closing Date (taking into account any extensions). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that and which are required to be filed due after the Closing Date Date. All Tax Returns referred to herein shall be prepared in accordance with past practices of the Company at least fifteen (15) days Business Days before they are due. The Buyer shall permit the Selling Parties’ Representative a reasonable period of time, but not less than fifteen (15) Business Days, to review and comment on each such Tax Return prior to filing. The Buyer and the due date for filing such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller Surviving Corporation shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate changes to resolve any remaining disagreement. Purchaser shall not amend or revoke any each such Tax Return described in that are reasonably requested by the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent Selling Parties’ Representative. The Buyer shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, prepare or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (prepared and file or cause to be providedfiled all Tax Returns of the Acquired Companies for Tax periods that end after the Closing Date, including all Tax Returns for Straddle Periods, and the Buyer shall cause the Company to pay all Taxes with respect to such periods. The Buyer shall permit the Selling Parties’ Representative a reasonable period of time, but not less than fifteen (15) Business Days, to Seller review and comment, prior to filing, on each Tax Return for a Straddle Period. The Buyer and the Surviving Corporation shall consider in good faith any information changes to such Straddle Period Tax Returns that are reasonably requested by Seller the Selling Parties’ Representative with respect to facilitate Taxes for which the preparation and filing of any Tax Returns described in Selling Parties would bear liability pursuant to this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali GroupAgreement.

Tax Returns. (a) Seller shall prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member The Parties agree that Buyer’s purchase of the Seller Group National Interests will result in a termination of National for Federal income tax purposes under Code Section 708. Sellers shall control the preparation and filing, in a manner consistent with the past practice of National or any of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group 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). Seller shall deliverits Subsidiaries, or cause to be deliveredas applicable, to Purchaser all Pre-Closing Separate Tax Returns in respect of National or any its Subsidiaries that are required to be prepared and filed after prior to the Closing Date Date; provided, however, that to the extent that any item on any such Tax Returns would reasonably be expected to have an adverse effect on Buyer, National, or any of its Subsidiaries, Sellers shall provide a copy of such Tax Returns to Buyer at least fifteen (15) days prior to the due date for filing such Tax Returns (taking into account any extensions) and Purchaser Sellers shall timely not file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) Returns without the prior written Buyer’s consent of Seller (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed). At Seller’s request, Purchaser Buyer shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate control the preparation and filing (including through direction and oversight of National) all other Tax Returns in respect of National and its Subsidiaries (including any Tax Return for any Pre-Closing Tax Period and required to be filed after the Closing Date); provided, however, that in the case of any such Tax Returns described in this Section 7.4(a)Return for a Pre-Closing Tax Period, and Purchaser shall use commercially reasonable efforts to prepare (or cause to such Tax Return will be prepared) such information prepared in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with prior tax accounting practices and methods used by National or any of its Subsidiaries, as applicable, except as otherwise required by Applicable Law, and Buyer shall provide a copy of any such Tax Return to Sellers for their review and comment at least fifteen (15) days prior to the past practice of due date for filing such Tax Returns and shall attempt in good faith to address all reasonable comments made by the relevant member of Sellers; provided, however, that to the Alkali Groupextent that Sellers would be reasonably expected to have material liability for any item on such Tax Returns pursuant to this Agreement, Buyer shall not file such Tax Returns without Sellers’ consent (which shall not be unreasonably withheld, conditioned, or delayed).

Tax Returns. (a) Seller Each Company shall prepare and timely file prepare, or shall cause to be prepared prepared, and timely filed (i) any Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file file, or cause to be timely filed any Combined filed, all Tax Return Returns of such Company and any Pre-Closing Separate Tax Return its Company Subsidiaries that is are required to be filed on or before the Closing Date and pay all Taxes due with such Tax Returns. Except with respect to the IRS Forms 1065 (taking into account any extensions). Seller and corresponding state and local income Tax Returns) for the Pre-Closing Tax Periods and Straddle Periods (as defined below) to be filed for such Company and each of its Company Subsidiaries which are classified for U.S. federal income tax purposes as a partnership, which will be prepared, or caused to be prepared, and timely filed, or caused to timely filed, at the Members’ expense, by Member Representative, the Resulting Issuer shall deliverprepare, or cause to be deliveredprepared, and timely file, or cause to Purchaser be timely filed, all Pre-Closing Separate Tax Returns of each Company and its Company Subsidiaries that are required to be filed after the Closing Date. All such Tax Returns with respect to a Pre-Closing Tax Period or a tax period that begins before and ends after the Closing Date (a “Straddle Period”) that are to be prepared and filed pursuant to this Section 6.04 (a) shall be (i) prepared and timely filed in a manner consistent with the most recent past practice and methods of each Company and its Company Subsidiaries and Section 6.04(b) (except as otherwise required by applicable Law) and (ii) delivered to the non-preparing party (being the Resulting Issuer with respect to the Company and Member Representative-prepared Tax Returns and Member Representative with respect to the Resulting Issuer-prepared Tax Returns) for its review (1) with respect to income Tax Returns, no later than 30 days before the filing date thereof, and (2) with respect to all other Tax Returns, within three days of filing. If the non-preparing party agrees with the income Tax Returns, then such income Tax Returns shall be timely filed or cause to be filed by the preparing party. If, within 20 days after the receipt of the income Tax Returns, the non-preparing party notifies the preparing party that it disputes the manner of preparation of the income Tax Returns, then the Resulting Issuer and Member Representative shall attempt to resolve their disagreement within five days following the notification of such disagreement. If the Resulting Issuer and Member Representative are not able to resolve their disagreement, then the disputed items shall be submitted to the Independent Accountant as an expert and not an arbitrator, for resolution on at least fifteen (15) a more-likely-than-not basis. The Resulting Issuer and Member Representative shall use their reasonable efforts to cause the Independent Accountant to resolve the disagreement within 30 days after the date on which they are engaged or as soon as possible thereafter. The determination of the Independent Accountant shall be final and binding on the parties. If the Independent Accountant is unable to resolve any such dispute prior to the due date for filing such Tax Returns (taking into account any with applicable extensions) for any such income Tax Return, such income Tax Return shall be filed as prepared by the preparing party subject to amendment, if necessary, to reflect the resolution of the dispute by the Independent Accountant. The cost of the services of the Independent Accountant shall be borne by the party whose calculation of the matter in disagreement differs the most from the calculation as finally determined by the Independent Accountant. Each Company and Purchaser its Company Subsidiaries shall timely file or cause pay to be timely filed the applicable taxing authorities the amount of Taxes of such Company and its Company Subsidiaries due with respect to such income and other Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali Group.

Tax Returns. (a) Seller Sellers shall prepare and timely file file, or shall cause to be prepared and timely filed all Tax Returns (i) any Tax Return of a member of Sellers that include the Seller Group Business or of an Affiliated Group that includes any member of the Seller Group Transferred Assets for all taxable periods (including any Combined Tax Returnor portions thereof) and ending on or prior to the Closing Date, (ii) of any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group Transferred Entity for any taxable period that ends ending on or before prior to the Closing Date and (a “Pre-Closing Separate iii) that are Consolidated Tax Return”)Returns. Seller Such Tax Returns shall timely file or cause to be timely prepared in a manner consistent with past practice except to the extent otherwise required by applicable Tax Law and filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date at Sellers’ expense (taking into account any extensionsextension of a required filing date), and all Taxes shown as due thereon will be timely paid by Sellers. Seller Other than in respect of a Consolidated Tax Return, (x) 30 days prior to filing any income Tax Return with respect to any Straddle Period and (y) ten days prior to the filing of a non-income Tax Return with respect to any Straddle Period, Sellers shall deliverdeliver a draft thereof to Purchaser for Purchaser’s review and comment. Purchaser shall have ten Business Days to provide Chemtura with a statement of any disputed items with respect to such Tax Return. If the disputed items are not resolved by Chemtura and Purchaser within five days following Purchaser’s submission of its statement of disputed items, the matter shall be submitted to the Accountant who shall be directed to, within ten 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 such accounting firm shall be shared equally by Chemtura and Purchaser. Purchaser shall prepare and file, or cause to be deliveredprepared and filed, to Purchaser all Pre-Closing Separate other Tax Returns that are required to be filed with respect to the Business, the Transferred Assets or the Transferred Entities. At least (x) 30 days prior to filing any income Tax Return with respect to any Straddle Period and (y) ten days prior to the filing of a non-income Tax Return with respect to any Straddle Period, Purchaser shall deliver a draft thereof to Chemtura for Chemtura’s review and comment. Chemtura shall have ten Business Days to provide Purchaser with a statement of any disputed items with respect to such Tax Return. If the disputed items are not resolved by Chemtura and Purchaser within five days following Chemtura’s submission of its statement of disputed items, the matter shall be submitted to the Accountant who shall be directed to, within ten 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 such accounting firm shall be shared equally by Chemtura and Purchaser. Purchaser shall not file or cause or permit any Transferred Entity to file any amended Tax Return after the Closing Date at least fifteen (15) days prior with respect to the due date for filing such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) Period without the prior written consent of Seller (Chemtura, which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested delayed if such amendment is required by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali Groupapplicable Law.

Tax Returns. (a) Seller shall prepare shall, at its own expense, be responsible for preparing and timely file or shall cause to be prepared and timely filed filing (i) any all Tax Return of a member Returns of the Seller Group or of an Affiliated Group that includes any member of Bank and the Seller Group Transferred Subsidiaries (including any Combined Tax Returnincluding, for this purpose, the Excluded Subsidiaries) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group for any taxable period that ends all periods ending on or before prior to 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 are required to be filed on or before prior to the Closing Date (taking into account any applicable extensions) (“Bank Tax Returns”) and (ii) all Tax Returns that include the Bank or any Transferred Subsidiary, on the one hand, and Seller or any of its Affiliates other than the Bank and the Transferred Subsidiaries or the Excluded Subsidiaries, on the other hand (“Combined Tax Returns” and, together with the Bank Tax Returns, “Seller Tax Returns”). All Seller Tax Returns shall be prepared on a basis consistent with the past practices of Seller or its applicable Affiliate except to the extent (i) failure to do so would not adversely affect Purchaser or any of its Affiliates (including the Bank and the Transferred Subsidiaries) or (ii) otherwise required by a change in Law. Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate each Seller Tax Return (other than any Combined Tax Returns) at least thirty (30) calendar days prior to the due date thereof (taking into account any extensions thereof) and shall reflect on the filed return any reasonable comments received from Purchaser in writing within twenty (20) calendar days following the date such Tax Returns are delivered by Seller to Purchaser. Seller shall file or cause to be filed all Seller Tax Returns and shall pay or cause to be paid any Taxes shown as due on such Seller Tax Returns. Purchaser shall prepare and file all Tax Returns of the Bank and the Transferred Subsidiaries that are not Seller Tax Returns (“Purchaser Tax Returns”) for periods ending on or prior to the Closing Date that are required to be filed after the Closing Date (taking into account any applicable extensions) and pay or cause to be paid any Taxes shown as due on such Tax Returns (subject to Purchaser’s right to indemnification for Excluded Taxes). Purchaser Tax Returns for any Seller Tax Period or Straddle Period shall be prepared in a manner consistent with the past practices of the relevant entity except to the extent (i) failure to do so would not adversely affect Seller or any of its Affiliates (including the Bank and the Transferred Subsidiaries), (ii) otherwise required by a change in Law, or (iii) Purchaser reasonably determines that a material position reflected on such Tax Return is not more likely than not to succeed, provided, that Purchaser shall provide Seller at least fifteen twenty (1520) days to provide a written tax opinion, in form and substance reasonably acceptable to Seller, of a nationally recognized law firm or accounting firm experienced in Tax matters, concluding that for such position is more likely than not to succeed, and Purchaser agrees notwithstanding the provisions of Section 5.9(c) to file such Tax Return in a manner consistent with such written tax opinion. No later than two (2) Business Days prior to the due date for filing such Tax Returns (taking into account any extensions) and for Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke filing any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of pursuant to this Section 5.9(b), Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall fileshall, or shall cause its Affiliates to, pay to be filed, amended Pre-Closing Separate Purchaser an amount equal to any Excluded Taxes shown as due and payable with respect to such Tax ReturnsReturn. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(ac), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali Group.

Tax Returns. (a) Seller Visant shall prepare and timely file or shall cause to be prepared and timely filed (i) any when due all Tax Return of a member of the Seller Group or of an Affiliated Group Returns that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) are required to be filed by or with respect to Xxx Xxxxxxxx or any member of the Alkali Group for any taxable period that ends on Transferred Subsidiaries or before the Closing Date (a “Business with respect to Pre-Closing Separate Tax Return”). Seller Periods and shall timely pay any Taxes due in respect of such Tax Returns, and Buyer shall 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). Seller shall deliver, or cause to be delivered, to Purchaser when due all Pre-Closing Separate other Tax Returns that are required to be filed after by or with respect to Xxx Xxxxxxxx or any of the Closing Date at least fifteen Transferred Subsidiaries or the Business. All Tax Returns, to the extent they relate to Taxes of Xxx Xxxxxxxx or any of the Transferred Subsidiaries or the Business, shall be prepared and filed in a manner consistent with past practices. Visant shall pay Buyer the Taxes for which Visant is liable pursuant to this Section 5.15 (15without duplicating amounts settled pursuant to the Purchase Price Adjustment Amount) but which are payable with Tax Returns to be filed by Buyer pursuant to this Section 5.15(c) within 10 days prior to the due date for the filing such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed of such Tax Returns. If Purchaser objectsAs promptly as practicable after Visant has completed the preparation of any material Tax Returns to be prepared by Visant pursuant to this Section 5.15(c), Purchaser Visant shall provide deliver such objection completed, but unfiled Tax Returns to the Buyer for its review. As promptly as practicable, but in writing no event less than 20 days prior to Seller their due date, after Buyer has completed the preparation of material Tax Returns that are required to be filed by or with respect to Xxx Xxxxxxxx or any of the Transferred Subsidiaries or the Business for Straddle Periods (“Straddle Returns”), Buyer shall deliver copies of such completed Straddle Returns to Visant for their review. Visant shall have a period of 10 Business Days to review and comment on such Straddle Returns prior to their filing, such comments to be reasonably accepted by Buyer. Visant and Buyer mutually agree to consent to the filing as promptly as possible of such Straddle Returns. In the event the Parties are unable to resolve any issue regarding a Straddle Return within ten (10) days of receipt of any after Buyer has received such Pre-Closing Separate Tax Return and Seller Straddle Return, the disputed issue shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate be immediately submitted to the Accounting Firm to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without final binding matter prior to the prior written consent due date for such Straddle Return. The fees and expenses of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline Accounting Firm shall be consistent with the past practice of the relevant member of the Alkali Groupshared equally by Visant and Buyer.

Tax Returns. (a) Seller Representative shall prepare and timely file or shall cause to be prepared and timely filed (i) any all income Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group Returns (including IRS form 1065 and any Combined comparable state and local Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group Company for any taxable period that ends periods ending on or before prior to the Closing Date (a “Pre-Closing Separate Tax ReturnSeller 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. Seller The Purchaser shall prepare, or cause to be prepared, and shall timely file 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). Seller shall deliverfiled, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns (including any required Purchase Price allocation) of or with respect to the Company that are required to be filed after the Closing Date at least fifteen (15) days prior to the due date for filing other than Seller Returns. All such Tax Returns for Pre-Closing Tax Periods and Straddle Periods shall be 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 (taking into account including any extensionspenalties and interest) incurred in connection with consummation of the transactions contemplated by this Agreement and Purchaser the other Transaction Agreements (“Transfer Taxes”) shall be borne by the Sellers, regardless of which Party is responsible for the payment of such Transfer Taxes. The Party required by applicable Law to do so shall timely file prepare, or cause to be timely filed such Tax Returns. If Purchaser objectsprepared, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate all necessary Tax ReturnsReturns and other documentation with respect to all such Taxes, fees and charges, and if required by Law, the other Parties shall, and shall cause their Affiliates to, join in the execution of any such Tax Returns and other documentation. Purchaser Each Party shall promptly provide cooperate in providing any certificates or other documents required to reduce the Transfer Taxes. The Sellers shall not, and shall not cause the Company to, elect to apply any provision of the Partnership Audit Provisions (or cause any similar provision of state or local law) for any Taxable year beginning prior to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of January 1, 2018. For any Tax Returns described in this Section 7.4(a)year beginning on or after January 1, 2018, Sellers shall ensure that Sellers and Purchaser shall use commercially reasonable efforts to prepare the Company (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant each member of the Alkali Company Group) make all necessary elections to the extent possible to avoid, or to the maximum extent possible reduce, any Taxes imposed on the Company (and any Group Company Member) under Section 6225 of the Code (including making a ‘‘push out election” under Section 6226 of the Code).

Tax Returns. (a) The LLC Seller shall prepare and timely file file, or shall cause to be prepared and timely filed (i) filed, any income Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) Returns required to be filed by or with respect to any member of the Alkali Group Company for any taxable period that ends all Tax periods ending on or before the Closing Date which have not been filed as of the Closing Date (a such Tax Returns, “Pre-Closing Separate Period Tax ReturnReturns”). In order to facilitate preparation of such Tax Returns, the Purchaser shall, within a reasonable period of time after the LLC Seller’s written request, provide the LLC Seller with such information as the LLC Seller shall timely file or cause identify that is reasonably necessary for preparing Tax Returns described in this Section 10.3(c). The LLC Seller shall permit the Purchaser to be timely filed any Combined Tax Return review and comment on any Pre-Closing Separate Period Tax Return that is required relates solely to be filed on the Company (and not any returns that include the LLC Seller or before the Closing Date (taking into account any extensions). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date Affiliate) at least fifteen thirty (1530) days prior to the due date (including extensions) for filing such Pre-Closing Period Tax Returns (taking into account Return and make any extensions) and changes reasonably requested by the Purchaser, with any dispute relating thereto to be resolved by the Firm. The Purchaser shall timely execute and file or cause to be timely executed and filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any all such Pre-Closing Separate Period Tax Returns on or prior to the due date (including extensions) for filing such Pre-Closing Period Tax Returns. The Purchaser, at the LLC Seller’s expense, shall prepare and timely file, or shall cause to be prepared and timely filed, any other Tax Returns first required to be filed by or with respect to the Company for all Tax periods ending on or before the Closing Date which have not been filed as of the Closing Date and any Tax Returns required to be filed for any Straddle Tax Periods. The Purchaser, at the LLC Seller’s expense, shall permit the LLC Seller to review and comment on any such Tax Return that could result in a claim for indemnity against the LLC Seller under this Agreement at least thirty (30) days prior to the due date (including extensions) for filing such Pre-Closing Period Tax Return or Straddle Tax Period Tax Return and Seller shall consider in good faith make any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information changes reasonably requested by Seller to facilitate the preparation and filing of LLC Seller, with any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause dispute relating thereto to be prepared) such information in a manner and on a timeline requested resolved by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali GroupFirm.

Tax Returns. (a) Except as provided in Section 7.4 hereof, Seller shall prepare and timely file (at its own expense) prepare, or shall cause to be prepared prepared, and timely filed (i) any Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group 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 filed, when due, (i) all Tax Returns for any Combined Affiliated Group of which any Transferred FH Company or Closing Subsidiary is a member that also includes Seller or any of its Subsidiaries or Affiliates), (ii) all Tax Return Returns of the FH Asset Sellers, (iii) all income Tax Returns of the Transferred FH Companies and Closing Subsidiaries for any Pre-Closing Separate Tax Return that is Period (other than a Straddle Period), and (iv) all other Tax Returns of the Transferred FH Companies and Closing Subsidiaries required to be filed on or before the Closing Date (taking into account extensions) prior to the Closing Date. Buyer shall and shall cause the Transferred FH Companies and their Closing Subsidiaries to cooperate with, and take any extensions)action reasonably requested by, Seller with respect to the preparation and filing of such Tax Returns. Seller shall deliverThe immediately preceding sentence shall, in no way, be construed as limiting or cause otherwise modifying the rights and obligations of the parties under Section 7.6 hereof. With respect to be delivered, to Purchaser all Pre-Closing Separate any such Tax Returns that are required to be filed after the Closing Date Date, such Tax Returns shall be prepared in a manner consistent with the past practice of Seller and its Subsidiaries and their Affiliates unless otherwise required by Law, and Seller shall provide drafts of such Tax Returns (or in the case of Tax Returns of an Affiliated Group, pro forma versions of such Tax Returns reflecting only the items of the Transferred FH Companies and Closing Subsidiaries) to Buyer at least fifteen forty-five (1545) days prior to the due date for filing such Tax Returns (taking into account any extensions) in the case of income Tax Returns, and Purchaser in such period of time prior to filing as Seller shall timely file or cause reasonably determine to be timely filed such practicable in the case of other Tax Returns. If Purchaser objects, Purchaser Buyer shall provide such objection in writing any comments to Seller with respect to such Tax Returns within ten fifteen (1015) days of Buyer’s receipt of any thereof (or as soon as reasonably practicable if such Pre-Closing Separate Tax Return was provided for review less than thirty (30) days prior to filing), and Seller shall consider in good faith any incorporate all reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested provided by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali GroupBuyer.

Tax Returns. (a) Seller Global Crossing NA shall prepare and timely file prepare, or shall cause to be prepared prepared, and timely filed (i) any Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group 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). Seller shall deliverwhen due, or cause to be deliveredincluding extensions thereof, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after with respect to the Company and its subsidiaries for Pre-Closing Date Tax Periods and shall pay any Taxes due in respect of such Tax Returns, and, except as specified in the following two sentences, Exodus shall timely file or cause to be filed when due, including extensions thereof, all other Tax Returns with respect to the Company and its subsidiaries and shall timely pay any Taxes due in respect of such Tax Returns. Global Crossing NA in its sole discretion shall have the right to prepare or cause to be prepared all consolidated, combined or unitary Tax Returns of any of the Global Crossing NA Group members for all Tax periods. Global Crossing NA in its sole discretion shall have the right to prepare and file or cause to be prepared and filed all Tax Returns that are required to be filed with respect to the Company and its subsidiaries for any Straddle Period. If Global Crossing NA does not exercise its rights in the preceding sentence, Exodus shall prepare or cause to be prepared any Straddle Period Tax Returns that Global Crossing NA does not prepare. Any such Straddle Period Tax Return (regardless of which party prepares it) shall be prepared in a manner consistent with past practices and without a change of any election or accounting method and shall be submitted by the preparing party to the other party (together with schedules, statements and supporting documentation) at least fifteen twenty (1520) days prior to the due date for filing such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed including extensions of such Tax Returns). Such other party shall have the right to review all work papers and procedures used to prepare any such Tax Return. If Purchaser objectssuch other party, Purchaser shall provide such objection in writing to Seller within ten (10) business days of receipt after delivery of any such Pre-Closing Separate Tax Return and Seller Return, notifies the preparing party in writing that it objects to any of the items in such Tax Return, the preparing party shall consider attempt in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreementthe dispute and, if they are unable to do so, the disputed items shall be resolved (within a reasonable time, taking into account the deadline for filing such Tax Return) by an internationally recognized independent accounting firm chosen by and mutually acceptable to both Exodus and Global Crossing NA. Purchaser shall not amend or revoke any Upon resolution of all such items, the relevant Tax Return described shall be adjusted to reflect such resolution and shall be binding upon the parties without further adjustment. The costs, fees and expenses of such accounting firm shall be born equally by Exodus and Global Crossing NA. If Exodus fails to agree to the selection of an accounting firm within seven (7) business days, Global Crossing NA has the right to adjust the relevant Straddle Period Tax Return in the immediately preceding sentence (or any notification or election relating thereto) without manner it deems appropriate and the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline Return as so adjusted shall be consistent with binding upon the past practice of the relevant member of the Alkali Groupparties without further adjustment.

Tax Returns. (a) Seller shall prepare shall, at its own expense, be responsible for preparing and timely file or shall cause to be prepared and timely filed filing (i) any all Tax Return Returns of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) Bank and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group its Subsidiaries for any taxable period that ends all periods ending on or before prior to 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 are required to be filed on or before prior to the Closing Date (taking into account any applicable extensions) (“Seller Bank Tax Returns”) and (ii) all Tax Returns that include Seller Bank or any of its Subsidiaries, on the one hand, and Seller or any of its Affiliates other than Seller Bank and its Subsidiaries, on the other hand (“Combined Tax Returns” and, together with Seller Bank Tax Returns, “Seller Tax Returns”). All Seller Tax Returns shall be prepared on a basis consistent with the past practices of Seller or its applicable Affiliate except to the extent (i) failure to do so would not reasonably be expected to adversely affect Purchaser or any of its Affiliates (including Seller Bank and its Subsidiaries) or (ii) otherwise required by a change in Law. Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate each Seller Tax Returns that are required Return (or in the case of any Combined Tax Returns, the relevant portions thereof relating solely to be filed after the Closing Date Seller Bank and its Subsidiaries, subject to Section 7.1(c)) at least fifteen thirty (1530) calendar days (twenty-five (25) calendar days in the case of corresponding U.S. state or local returns‌ (“Corresponding Returns”)) prior to the due date for filing such Tax Returns thereof (taking into account any extensionsextensions thereof) and Purchaser shall timely file or cause to be timely reflect on the filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith return any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in writing within twenty (20) calendar days (fifteen (15) calendar days in the immediately preceding sentence (or any notification or election relating theretocase of Corresponding Returns) without following the prior written consent of date such Tax Returns are delivered by Seller (which consent to Purchaser. Seller shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, file or cause to be filed, amended Pre-Closing Separate filed all Seller Tax Returns and shall pay or cause to be paid any Seller Indemnified Taxes shown as due on such Seller Tax Returns. Purchaser shall promptly provide prepare and file all Tax Returns of Seller Bank and its Subsidiaries that are not Seller Tax Returns (“Purchaser Tax Returns”), and pay or cause to be provided) to Seller paid any information reasonably requested by Seller to facilitate the preparation and filing of any Taxes shown as due on such Tax Returns described in this Section 7.4(a(subject to Purchaser’s right to indemnification for Seller Indemnified Taxes), and . Purchaser Tax Returns for any Seller Tax Period or Straddle Period shall use commercially reasonable efforts to prepare (or cause to be prepared) such information prepared in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice practices of the relevant member entity except to the extent (i) failure to do so would not reasonably be expected to adversely affect Seller or any of its Affiliates, (ii) otherwise required by a change in Law, or (iii) Purchaser reasonably determines that there is not at least “substantial authority” for a material position reflected on such Tax Return, provided, that Purchaser shall provide Seller at least twenty (20) days to provide a written tax opinion, in form and substance reasonably acceptable to Purchaser, of a nationally recognized law firm or accounting firm experienced in Tax matters, concluding that there is at least “substantial authority” (as defined under Section 6662 of the Alkali GroupCode (or successor provisions thereof)) for such position, and Purchaser agrees notwithstanding the provisions of Section 7.9(c) to file such Tax Return in a manner consistent with such written tax opinion. No later than two (2) Business Days prior to the due date (taking into account extensions) for Purchaser filing any Tax Return pursuant to this Section 7.9(b), Seller shall, or shall cause its Affiliates to, pay to Purchaser an amount equal to any Seller Indemnified Taxes shown as due and payable with respect to such Tax Return.

Tax Returns. (a) Seller shall prepare and timely file prepare, or shall cause to be prepared and timely filed prepared, (i) any combined, consolidated or unitary Tax Return of a member of the Seller Group or of an Affiliated Group that includes one or more of Seller and any member of its Affiliates (other than the Purchased Subsidiary), on the one hand, and the Purchased Subsidiary, on the other hand (a “Seller Group (including any Combined Tax Return) ”), and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group Purchased Subsidiary for any taxable period that ends ending on or before prior to the Closing Date that is due to be filed (taking into account valid extensions) on or after the Closing Date (a “Pre-Closing Seller Separate Tax Return”). Seller shall timely file prepare, or cause to be timely filed prepared, any Combined Tax Return and any Pre-Closing such Seller Separate Tax Return that is in a manner consistent with the Purchased Subsidiary’s past practice, unless otherwise required by applicable Law or this Agreement, and shall furnish each such Seller Separate Tax Return to Buyer at least 20 days (or, with respect to non-income Tax Returns, such shorter time as may be filed on or before reasonable taking into account the Closing Date type of such Tax Return) prior to the due date for filing such Seller Separate Tax Return (taking into account any applicable extensions)) for Buyer’s review and comment. Buyer shall provide to Seller any comments at least 10 days (or, with respect to non-income Tax Returns, such shorter time as may be reasonable taking into account the type of such Tax Return) prior to the due date for filing such Seller Separate Tax Return (taking into account any applicable extensions) and Seller shall consider such comments in good faith. Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing provide a final copy of such Seller Separate Tax Returns that are required to be filed after the Closing Date at least fifteen (15) Return reflecting Xxxxx’s comments with which Seller agrees not less than two days prior to the due date for filing such Seller Separate Tax Returns Return (taking into account any applicable extensions) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to along with payment by Seller within ten (10) days of receipt the amount of any such Pre-Closing Separate Tax Return Taxes shown thereon as due, and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser Purchased Subsidiary shall file, or cause to be filed, amended Pre-Closing such Seller Separate Tax ReturnsReturn in a timely manner and timely remit such Taxes. Purchaser Buyer shall promptly provide (not amend or cause to be provided) to amended any Seller any information reasonably requested by Separate Tax Return once filed without the prior written consent of Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause such consent not to be prepared) such information in a manner and on a timeline requested by Sellerunreasonably withheld, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali Groupconditioned or delayed).

Tax Returns. (a) Seller shall prepare shall, at its own expense, be responsible for preparing and timely file or shall cause to be prepared and timely filed filing (i) any all Tax Return Returns of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) Bank and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group its Subsidiaries for any taxable period that ends all periods ending on or before prior to 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 are required to be filed on or before prior to the Closing Date (taking into account any applicable extensions) (“Seller Bank Tax Returns”) and (ii) all Tax Returns that include Seller Bank or any of its Subsidiaries, on the one hand, and Seller or any of its Affiliates other than Seller Bank and its Subsidiaries, on the other hand (“Combined Tax Returns” and, together with Seller Bank Tax Returns, “Seller Tax Returns”). All Seller Tax Returns shall be prepared on a basis consistent with the past practices of Seller or its applicable Affiliate except to the extent (i) failure to do so would not reasonably be expected to adversely affect Purchaser or any of its Affiliates (including Seller Bank and its Subsidiaries) or (ii) otherwise required by a change in Law. Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate each Seller Tax Returns that are required Return (or in the case of any Combined Tax Returns, the relevant portions thereof relating solely to be filed after the Closing Date Seller Bank and its Subsidiaries, subject to Section 7.1(c)) at least fifteen thirty (1530) calendar days (twenty-five (25) calendar days in the case of corresponding U.S. state or local returns (“Corresponding Returns”)) prior to the due date for filing such Tax Returns thereof (taking into account any extensionsextensions thereof) and Purchaser shall timely file or cause to be timely reflect on the filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith return any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in writing within twenty (20) calendar days (fifteen (15) calendar days in the immediately preceding sentence (or any notification or election relating theretocase of Corresponding Returns) without following the prior written consent of date such Tax Returns are delivered by Seller (which consent to Purchaser. Seller shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, file or cause to be filed, amended Pre-Closing Separate filed all Seller Tax Returns and shall pay or cause to be paid any Seller Indemnified Taxes shown as due on such Seller Tax Returns. Purchaser shall promptly provide prepare and file all Tax Returns of Seller Bank and its Subsidiaries that are not Seller Tax Returns (“Purchaser Tax Returns”), and pay or cause to be provided) to Seller paid any information reasonably requested by Seller to facilitate the preparation and filing of any Taxes shown as due on such Tax Returns described in this Section 7.4(a(subject to Purchaser’s right to indemnification for Seller Indemnified Taxes), and . Purchaser Tax Returns for any Seller Tax Period or Straddle Period shall use commercially reasonable efforts to prepare (or cause to be prepared) such information prepared in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice practices of the relevant member entity except to the extent (i) failure to do so would not reasonably be expected to adversely affect Seller or any of its Affiliates, (ii) otherwise required by a change in Law, or (iii) Purchaser reasonably determines that there is not at least “substantial authority” for a material position reflected on such Tax Return, provided, that Purchaser shall provide Seller at least twenty (20) days to provide a written tax opinion, in form and substance reasonably acceptable to Purchaser, of a nationally recognized law firm or accounting firm experienced in Tax matters, concluding that there is at least “substantial authority” (as defined under Section 6662 of the Alkali GroupCode (or successor provisions thereof)) for such position, and Purchaser agrees notwithstanding the provisions of Section 7.9(c) to file such Tax Return in a manner consistent with such written tax opinion. No later than two (2) Business Days prior to the due date (taking into account extensions) for Purchaser filing any Tax Return pursuant to this Section 7.9(b), Seller shall, or shall cause its Affiliates to, pay to Purchaser an amount equal to any Seller Indemnified Taxes shown as due and payable with respect to such Tax Return.

Tax Returns. (a) Except as otherwise required by Law, Seller shall prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group 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). Seller shall deliverprepare, or cause to be deliveredprepared, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least fifteen (15) days prior to the due date for filing such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-all Tax Returns with respect to the Purchased Assets for any taxable period which ends on or prior to the Closing Separate Tax ReturnsDate. Purchaser Except as otherwise required by Law, Buyer shall promptly provide (prepare or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation prepared and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (file or cause to be prepared) filed all Tax Returns with respect to the Purchased Assets for taxable periods ending after the Closing Date; provided that, with respect to any such information Tax Returns for a Straddle Period, such Tax Returns shall be prepared and all elections with respect to such Tax Returns shall be made, to the extent permitted by Law, in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with past practice. Before filing any Tax Return with respect to any Straddle Period, Buyer shall provide Seller with a copy of such Tax Return at least thirty (30) days prior to the past practice last date for timely filing such Tax Return (giving effect to any valid extensions thereof) (or, for any Tax Return that is due within sixty (60) days after the Closing Date, as soon as practicable prior to such last date for timely filing such Tax Return) accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section 9.1(a). If for any reason Seller does not agree with Buyer’s calculation of its indemnification obligation, Seller shall notify Buyer of its disagreement within fifteen (15) Business Days of receiving a copy of the relevant member Tax Return and Buyer’s calculation. If the parties hereto are unable to resolve any dispute prior to the due date of such Tax Return (giving effect to valid extensions), Buyer shall file the Alkali GroupTax Return as originally prepared (but, reflecting any items on which the parties hereto have agreed) and shall later amend such Tax Return if necessary following the resolution of such dispute pursuant to the method set forth in Section 9.6. If Seller agrees with Buyer’s calculation of its indemnification obligation, Seller shall pay to Buyer the amount of Seller’s indemnification at the time specified in Section 9.1(d).

Tax Returns. (a) Seller Sellers shall prepare and timely file or shall cause to be prepared and timely filed responsible for (i) any Tax Return of a member of preparing and timely filing all Consolidated or Combined Returns that are due after the Seller Group or of an Affiliated Group that includes any member of the Seller Group Closing (including any Combined Tax Returntaking into account valid extensions) and (ii) any preparing all Income Tax Return Returns of CST and its U.S. Subsidiaries that are due after the Closing (other than any Combined Tax Returntaking into account valid extensions) required and relate to be filed by or with respect to any member of the Alkali Group for any taxable period that ends periods ending on or before the Closing Date Date. Such Income Tax Returns, and the portions of any Consolidated or Combined Returns involving a Company or any Transferred Subsidiary and that relate to any taxable period (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 portion thereof) ending on or before the Closing Date (taking into account any extensions)Date, shall be prepared in accordance with past practice except as required by applicable Tax Law. Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at At least fifteen (15) days prior to the due date for filing any such Income Tax Returns Return or for any such Consolidated or Combined Return that includes a Company or a Transferred Subsidiary, Sellers shall deliver (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed delivered) a draft copy of each such Return (or, in the case of a Consolidated or Combined Return, a pro forma return limited to the Company or Transferred Subsidiaries that are included in such Consolidated or Combined Return) to Buyer for Buyer’s review and comment. Any such Tax Returns. If Purchaser objectsReturn (or, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence case of a Consolidated or Combined Return, the pro forma return) shall be subject to Buyer’s approval (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall such approval not to be unreasonably withheld, conditioned or delayed). At Seller’s requestBuyer shall cause the Companies and Transferred Companies to timely file any such Income Tax Returns timely provided by Sellers that relate to taxable periods ending on or before the Closing Date. Buyer shall be responsible for preparing and timely filing all other Tax Returns of the Companies and the Transferred Subsidiaries that are due after the Closing (taking into account valid extensions) and relate to any taxable period (or portion thereof) ending on or before the Closing Date, Purchaser shall fileincluding, for the avoidance of doubt, all Income Tax Returns of the European Companies and of the non-U.S. Subsidiaries of CST, but excluding, in any case, any Consolidated or cause to be filed, amended Pre-Closing Separate Tax Combined Returns. Purchaser Such Tax Returns shall promptly provide be prepared in accordance with past practice except as required by applicable Tax Law and shall be prepared (w) in the case of Kavlico GmbH, by PwC, (x) in the case of Crydom SSR, by BDO, (y) in the case of BEI France, by Lexcase and (z) in the case of CST’s Mexican Subsidiaries, by Ernst & Young. At least fifteen (15) days prior to the due date for any such Tax Return (taking into account any valid extensions), Buyer shall deliver (or cause to be provideddelivered) a draft copy of each such Tax Return that is an Income Tax Return or is otherwise a material Tax Return to Seller Sellers for Sellers’ review, comment and approval (not to be unreasonably withheld, conditioned or delayed). Except as required by applicable Tax Law, Buyer and the Companies shall accept any information comments to such Tax Returns that are reasonably requested by Seller Sellers in writing at least five (5) days prior to facilitate filing such Tax Returns; provided that nothing in this Agreement shall prohibit Buyer, the Companies or the Transferred Subsidiaries from timely filing any Tax Return as prepared by Buyer (it being understood that if Buyer and Sellers are unable to resolve any dispute regarding the preparation and filing of any such Tax Return, such Tax Return shall be timely filed as prepared by Buyer, subject to later amendment to reflect the final resolution of any dispute with respect thereto). Except as required by a final determination resulting from a Tax audit or other proceeding, without Sellers’ prior written consent (not to be unreasonably withheld, conditioned or delayed), Buyer shall not, and shall not permit any of its Affiliates (including, after the Closing, the Companies and the Transferred Subsidiaries) to, amend any Income Tax Returns described or other Tax Returns of the Company Group or make or change any Income Tax Return or other Tax election or accounting methods of the Company Group, in this Section 7.4(a)each case if such action is (i) with respect to any taxable period (or portion thereof) ending on or before the Closing Date, and Purchaser shall use commercially reasonable efforts (ii) reasonably expected to prepare result in (x) an indemnity obligation of Sellers with respect to Taxes under this Agreement or cause to be prepared(y) such information an increase in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice Income Taxes of the relevant Sellers or any member of the Alkali Seller Group. The parties hereto agree to elect out of the installment sale method for all applicable Tax purposes with respect to any gain realized in connection with the Pre-Closing Restructuring (including in relation to the Extraction Notes).

Tax Returns. (a) Seller shall prepare Xxxxxxxx-Xxxxx will be responsible for causing the preparation and timely file or shall cause to be prepared and timely filed (i) any Tax Return filing of a member of the Seller Group or of an Affiliated Group all tax returns that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) are required to be filed by or with respect to any member of the Alkali Group Northwest for any taxable period that ends on or before the Closing Date (Date. Excluding only the indemnification obligation of Prospect to the Northwest Parties for any increased Taxes owing any federal or state governmental entity as a “Preresult of the increase of the IBNR of Northwest by the amount of the Reserve Deficiency as provided in Section 5.3 hereof, Xxxxxxxx-Closing Separate Tax Return”). Seller Xxxxx shall timely file or cause to be timely filed responsible for and liable for any Combined Tax Return and Taxes due for any Pre-Closing Separate Tax Return period that is required to be filed ends on or before the Closing Date (taking into account any extensions)Date. Seller shall deliver, or cause to The Surviving Corporation will be delivered, to Purchaser responsible for causing the preparation and filing of all Pre-Closing Separate Tax Returns tax returns that are required to be filed by or with respect to Northwest for any period ending after the Closing Date at least fifteen Date; provided, however, that Xxxxxxxx-Xxxxx (15pursuant to its obligations in Article 7) shall be responsible for and liable for any taxes due for the Pre-Closing Period which has not been properly accrued on the Financial Statements. No later than 30 days prior to before the due date for filing such Tax Returns any tax return described in this subsection (taking into account any extensionsd) and Purchaser shall timely file or cause which is required to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of prepared by the Surviving Corporation after Closing involving any such Pre-Closing Separate Tax Return Period, Group will deliver such tax return to the Shareholder Representative (as defined in Article 8) and Seller shall consider for Xxxxxxxx-Xxxxx for its review. The Surviving Corporation and Xxxxxxxx-Xxxxx will attempt to resolve in good faith any reasonable comments received from Purchaser disagreement arising out of any tax return. If any such disagreement cannot be resolved, the Surviving Corporation and Seller and Purchaser shall cooperate Xxxxxxxx-Xxxxx will jointly select an independent accounting firm to act as an arbitrator to resolve such disagreement in accordance with the terms of this Agreement. The independent accounting firm’s determination with respect to any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in such tax return will be final and binding upon the immediately preceding sentence parties and all parties will file (or any notification or election relating theretoamend, if applicable) without their respective tax returns in accordance with such determination. Any fees and expenses related to the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice engagement of the relevant member of independent accounting firm will be shared equally by the Alkali GroupSurviving Corporation and Xxxxxxxx-Xxxxx.

Tax Returns. (a) DEI or Seller shall prepare and timely file or shall cause to be prepared and timely file or cause to be filed (i) any all Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) Returns required to be filed by or with respect to any member of the Alkali Group for any Company that relate to taxable period that ends periods ending 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). Seller shall deliverDate, or cause to be delivered, to Purchaser including all Pre-Closing Separate such Tax Returns that are required to be filed after the Closing Date at least fifteen (15) days prior Date. Buyer shall, upon request, cause the Company to the due date for filing execute any such Tax Returns (taking into account any extensions) and Purchaser required to be executed by the Company in a timely manner prior to filing by DEI or Seller. DEI or Seller shall timely file pay all Taxes due under such returns to the extent the amount thereof exceeds the amount of Taxes accrued or otherwise reflected as a Current Liability on the Final Closing Balance Sheet and/or the Final Subsequent Closing Balance Sheet, and Buyer shall, or shall cause the Company to, timely pay all Taxes due under such returns up to be timely filed such Tax Returnsthe amount of Taxes accrued or otherwise reflected as a Current Liability on the Final Closing Balance Sheet and/or the Final Subsequent Closing Balance Sheet. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser Buyer shall not amend or revoke refile any Tax Return described in with respect to the immediately preceding sentence (Company for any period ending on or any notification or election relating thereto) before the Closing Date without the prior written consent of Seller (DEI, which consent may be granted or withheld in DEI's sole discretion. Buyer shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, prepare or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (prepared and file or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any filed all Tax Returns described in this Section 7.4(a)required to be filed with respect to the Company that relate to taxable periods ending after the Closing Date, including all Tax Returns for taxable periods that begin before the Closing Date and end after the Closing Date, and Purchaser Buyer shall, or shall use commercially reasonable efforts cause the Company to, timely pay all Taxes due under such returns; provided, however, that, to prepare the extent the amount of Taxes attributable to periods before and including the Closing Date (or cause but excluding Taxes attributable to be prepared) such information in a manner transactions following the Closing and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice outside of the relevant member ordinary course of business) exceeds the amount of Taxes accrued or otherwise reflected as a Current Liability on the Final Closing Balance Sheet and/or the Final Subsequent Balance Sheet, DEI or Seller shall pay Buyer an amount equal to the amount of such excess at least ten (10) Business Days prior to the later of the Alkali Grouptime that (a) Buyer is required to pay such taxes and (b) Buyer provides DEI and Seller with a copy of such returns and its determination of the portion of such Taxes attributable to the taxable period ending on the Closing Date.

Tax Returns. (ai) Seller shall prepare and timely file (or shall cause to be prepared and filed) in a timely manner (after giving effect to any valid extensions of the due date for filing any such Tax Returns) all Income Tax Returns of the Acquired Companies for any Pre-Closing Tax Period regardless of when they are to be filed (i) any each, a “Seller Return”). Except as required by applicable Law, each Seller Return shall be prepared and filed in a manner consistent with practices followed by the Acquired Companies in prior years with respect to similar Tax Return of a member Returns including the most recent Tax practices as to elections and accounting methods of the Acquired Companies; provided, that such Seller Group Returns shall reflect all applicable Transaction Tax Deductions so long as such Transaction Tax Deductions are “more likely than not” deductible (or of an Affiliated Group deductible at a higher confidence level) in the Pre-Closing Tax Period and, for that includes any member purpose, the parties agree that (x) payments described in clause (a) of the Seller Group (including any Combined definition of Transaction Tax Return) Deductions and paid on or within 75 days following the Closing Date and (iiy) 70% of any success-based investment banking or other fees as defined in Treas. Reg. Section 1.263(a)-5(f) for which the safe-harbor election of Rev. Proc. 2011-29 is made (which election shall be made on such Tax Returns to the extent applicable) are “more likely than not” deductible and shall be reflected on such Seller Returns (collectively, the “Seller Return Standards”). Seller shall deliver to Buyer a copy of each Seller Return (other than together with all supporting schedules and workpapers) for Buyer’s review at least 45 days before the date on which such Seller Return is required to be filed, or as soon as reasonably possible if such Seller Return is required (after taking into account all available extensions) to be filed within 90 days following the Closing Date. Buyer will be deemed to have approved such Seller Return as prepared by Seller if it does not submit written comments to Seller within 30 days after the delivery of such Seller Return or as soon as reasonably possible if such Seller Return is required (after taking into account all available extensions) to be filed within 90 days following the Closing Date. If Buyer delivers written comments to Seller within such review period, Seller and Buyer shall negotiate in good faith to resolve any Combined Tax Returndispute in connection with such comments. In the event Seller and Buyer are unable to agree on any such revisions within ten days after Buyer provides its comments (or as soon as reasonably possible if such Seller Return is required (after taking into account all available extensions) to be filed within 90 days following the Closing Date), Buyer and Seller shall use their commercially reasonable efforts to resolve such items in accordance with Section 6.2(b)(iii). Buyer shall, and shall cause the Acquired Companies to, authorize and direct their respective officers to execute any and all Seller Returns required to be filed by or with respect Seller pursuant to any member of the Alkali Group 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). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least fifteen (15) days prior to the due date for filing such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a6.2(b)(i), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali Group.

Tax Returns. Stanhome shall be solely responsible for, and shall have the exclusive right in respect of, the preparation and filing, on a timely basis, of all necessary Tax Returns for Tax periods of each of the Group Subsidiaries ending on or prior to the Closing Date. Such Tax Returns shall be filed on a basis consistent with each such Group Subsidiary's past practice in filing its Tax Returns. The Buyer shall cooperate with Stanhome in the preparation and filing of any such Tax Returns as provided for in Section 4.16 hereof, and Stanhome shall provide the Buyer with a copy of any Tax Return so filed by Stanhome. Stanhome shall be solely responsible for, and shall have the exclusive right in respect of the preparation and filing of any amended Tax Return and/or refund claim relating to any Tax period of any of the Group Subsidiaries ending on or prior to the Closing Date. Unless Stanhome's written consent is first obtained, the Buyer agrees to refrain from any action which would in any way alter the balance of Taxes owing or Tax refunds or credits obtainable with respect to (a) Seller shall prepare any Tax period of any of the Group Subsidiaries ending on or prior to the Closing Date or (b) in the case of Tax refunds or credits, any period up to and timely file or shall cause including the Closing Date which is part of a Tax period of any of the Group Subsidiaries beginning prior to be prepared and timely filed ending after the Closing Date. Notwithstanding the foregoing, Stanhome (i) shall consult with the Buyer with respect to the resolution of any Tax Return issue that would adversely affect the Buyer with respect to Tax periods subject to such proceeding or any other taxable periods ending on or after the Closing Date (including, but not limited to, any such resolution that would result in the imposition of a member income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions or the reductions of loss or credit carryforwards to the Buyer or any of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax ReturnSubsidiaries) and (ii) shall not settle any such issue or file any amended Tax Return (other than any Combined Tax Return) required relating to be filed by or with respect to any member such issue without the consent of the Alkali Group 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). Seller shall deliverBuyer, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least fifteen (15) days prior to the due date for filing such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali Group.

Tax Returns. (a) Seller The Sellers shall prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group 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 all Tax Return and Returns with respect to the Purchased Assets or the Purchased Entities for any Pre-Closing Separate Tax Period (other than a Straddle Period). All such Tax Returns shall be prepared in a manner consistent with past practice, unless otherwise required by Law. The Sellers shall provide Buyer with a copy of any such Tax Return that is required to be filed on or before by a Purchased Entity after the Closing Date at least thirty (30) days prior to the last date (giving effect to any valid extensions thereof) for timely filing such Tax Return (or such shorter period as is reasonable taking into account any extensions)the applicable taxable period, due date and Taxes) for Buyer’s review, comment and approval. Seller The Sellers shall deliverincorporate all reasonable comments provided by Buyer with respect to such Tax Returns. To the extent necessary to comply with applicable Law, Buyer shall execute or cause to be delivered, executed and file or cause to Purchaser be filed any such Tax Return as prepared by Sellers. Buyer shall prepare or cause to be prepared and shall file or cause to be filed all Pre-Closing Separate Tax Returns with respect to the Purchased Assets and the Purchased Entities for all Straddle Periods that are required to be filed after the Closing Date Date; provided that such Tax Returns shall be prepared in a manner consistent with past practice, unless otherwise required by Law. Before filing any Tax Return with respect to any Straddle Period, Buyer shall provide the Sellers with a copy of such Tax Return at least fifteen thirty (1530) days prior to the due last date (giving effect to any valid extensions thereof) for timely filing such Tax Returns Return (or such shorter period as is reasonable taking into account any extensionsthe applicable taxable period, due date and Taxes) and Purchaser accompanied by a statement calculating in reasonable detail Sellers’ indemnification obligation, if any, pursuant to Section 8.1(a). Buyer shall timely file or cause incorporate all reasonable comments provided by Sellers with respect to be timely filed such Tax ReturnsReturns to the extent such comments relate to Taxes for which the Sellers are liable pursuant to this Agreement. If Purchaser objectsfor any reason the Sellers do not agree with Buyer’s calculation of its indemnification obligation, Purchaser the Sellers shall provide such objection in writing to Seller notify Buyer of its disagreement within ten fifteen (1015) days Business Days of receipt receiving a copy of any such Pre-Closing Separate the Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser Buyer’s calculation (or such shorter period as is reasonably requested by Buyer taking into account the applicable taxable period, due date and Seller and Purchaser shall cooperate Taxes). If the Parties are unable to resolve any remaining disagreement. Purchaser shall not amend or revoke any dispute prior to the due date of such Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause giving effect to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(avalid extensions), Buyer shall file the Tax Return as originally prepared (but, reflecting any items on which the Parties have agreed) and Purchaser shall use commercially reasonable efforts later amend such Tax Return if necessary following the resolution of such dispute pursuant to prepare (or cause the method set forth in Section 8.6. If the Sellers agree with Buyer’s calculation of its indemnification obligation, the Sellers shall pay to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with Buyer the past practice amount of the relevant member of Sellers’ indemnification at the Alkali Grouptime specified in Section 8.1(d).

Tax Returns. (a) Seller The Vendor shall prepare cause each of the Company and its Subsidiaries to duly and timely file make or shall cause to be prepared and timely filed (i) any prepare all Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) Returns required to be filed by or with respect to any member of the Alkali Group Law for any taxable period that which ends on or before the Closing Date (Time and for which Tax Returns have not been filed as of such date in a “Pre-Closing Separate Tax Return”). Seller manner consistent with past practice, unless otherwise required by Law, and, prior to filing such returns with the relevant Taxing Authority, shall timely file or cause provide a copy to the Purchaser for review and comment at least 15 Business Days prior to the date on which such returns are to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before filed; provided that, in the Closing Date (taking into account any extensions). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate case of Tax Returns that are required to be filed after within one calendar month of the Closing Date Time, the Vendor shall use its commercially reasonable efforts to afford the Purchaser a reasonable opportunity to review and comment on such return prior to filing such return. The Purchaser shall prepare or cause to be prepared all Straddle Period Returns for each Straddle Period of the Company and its Subsidiaries, in each case, in a manner consistent with past practice, unless otherwise required by Law. In the case of a Straddle Period Return that is required to be filed within 30 days of the Closing Time, the Purchaser shall, at least fifteen (15) seven days prior to the due date for filing such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause Straddle Period Return is required to be timely filed provide a substantially final draft of such Tax Returns. If Purchaser objectsStraddle Period Return to the Vendor for review and comment, Purchaser shall provide such objection provided that, in writing the case of a Straddle Period Return that is required to Seller be filed within ten (10) 15 days of receipt of any such Pre-the Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in Time, the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use its commercially reasonable efforts to prepare (or cause afford the Vendor a reasonable opportunity to review and comment on such Straddle Period Return prior to filing such Straddle Period Return. In any other case, the Purchaser shall provide a substantially final draft of the Straddle Period Return to the Vendor for review and comment at least 15 Business Days prior to the date on which the Straddle Period Return is required to be prepared) such information filed. The Vendor and the Purchaser shall cooperate fully with each other and make available to each other in a manner timely fashion such data and on a timeline requested by Seller, which other information and timeline shall as may reasonably be consistent with required for the past practice preparation of any Straddle Period Return of the relevant member Company or any of its Subsidiaries and shall preserve such data and other information until the Alkali Groupexpiration of any applicable limitation period under any applicable Law with respect to Taxes.

Tax Returns. (a) Seller Subject to review and approval by Seller, LKC shall prepare and timely file or shall cause to be prepared filed when due all Tax Returns, including the 1996 consolidated federal income tax return of SGI, Seller and timely filed (i) any Tax Return of a member of the Seller Group or of an Affiliated Group LKC, that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) are required to be filed by or with respect to any member LKC for taxable years or periods in the last sentence of the Alkali Group for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”Section 5.2(b). , Seller shall timely pay (or reimburse LKC for) any Taxes due in respect of such Tax Returns. Subject to review and approval by Seller, LKC shall prepare and file or cause to be timely filed any Combined when due all Tax Return Returns, including the 1996 consolidated federal income tax return of SGI, Seller and any Pre-Closing Separate Tax Return LKC, that is are required to be filed on by or with respect to SGI and/or Seller for taxable years or periods ending before the Closing Date (taking into account any extensions)Effective Date. Seller shall deliver, pay (or reimburse LKC for) any Taxes due in respect of such Tax Returns. Buyer shall file or cause to be delivered, to Purchaser filed when due all Pre-Closing Separate Tax Returns that are required to be filed by or with respect to LKC for taxable years or periods ending after the Closing Effective Date at least fifteen (15and shall remit any Taxes due in respect of such Tax Returns. Seller shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to LKC as a result of the making of the Election described in Section 5.2(a). Seller shall pay LKC the Taxes for which Seller is liable pursuant to Section 5.2(b) but which are payable with Tax Returns to be filed by LKC pursuant to this Section 5.3 within 10 days prior to the due date for the payment of estimated Taxes in accordance with the requirements of federal, state and local laws and regulations, provided that promptly upon filing such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days by LKC of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described for the period in respect of which such estimated taxes were paid, (i) LKC shall reimburse Seller for the immediately preceding sentence difference between (or any notification or election relating theretoA) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested amount paid by Seller pursuant to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a)5.3 and (B) the amount payable by LKC pursuant to such Tax Return, and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) if such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali Groupamount is positive.

Tax Returns. (a) Seller shall prepare shall, at its own expense, be responsible for preparing and timely file or shall cause to be prepared and timely filed filing (i) any all Tax Return Returns of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) Bank and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group its Subsidiaries for any taxable period that ends all periods ending on or before prior to 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 are required to be filed on or before prior to the Closing Date (taking into account any applicable extensions) (“Seller Bank Tax Returns”) and (ii) all Tax Returns that include Seller Bank or any of its Subsidiaries, on the one hand, and Seller or any of its Affiliates other than Seller Bank and its Subsidiaries, on the other hand (“Combined Tax Returns” and, together with Seller Bank Tax Returns, “Seller Tax Returns”). All Seller Tax Returns shall be prepared on a basis consistent with the past practices of Seller or its applicable Affiliate except to the extent (i) failure to do so would not reasonably be expected to adversely affect Purchaser or any of its Affiliates (including Seller Bank and its Subsidiaries) or (ii) otherwise required by a change in Law. Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate each Seller Tax Returns that are required Return (or in the case of any Combined Tax Returns, the relevant portions thereof relating solely to be filed after the Closing Date Seller Bank and its Subsidiaries, subject to Section 7.1(c)) at least fifteen thirty (1530) calendar days (twenty-five (25) calendar days in the case of corresponding U.S. state or local returns‌ (“Corresponding Returns”)) prior to the due date for filing such Tax Returns thereof (taking into account any extensionsextensions thereof) and Purchaser shall timely file or cause to be timely reflect on the filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith return any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in writing within twenty (20) calendar days (fifteen (15) calendar days in the immediately preceding sentence (or any notification or election relating theretocase of Corresponding Returns) without following the prior written consent of date such Tax Returns are delivered by Seller (which consent to Purchaser. Seller shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, file or cause to be filed, amended Pre-Closing Separate filed all Seller Tax Returns and shall pay or cause to be paid any Seller Indemnified Taxes shown as due on such Seller Tax Returns. Purchaser shall promptly provide prepare and file all Tax Returns of Seller Bank and its Subsidiaries that are not Seller Tax Returns (“Purchaser Tax Returns”), and pay or cause to be provided) to Seller paid any information reasonably requested by Seller to facilitate the preparation and filing of any Taxes shown as due on such Tax Returns described in this Section 7.4(a(subject to Purchaser’s right to indemnification for Seller Indemnified Taxes), and . Purchaser Tax Returns for any Seller Tax Period or Straddle Period shall use commercially reasonable efforts to prepare (or cause to be prepared) such information prepared in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice practices of the relevant member entity except to the extent (i) failure to do so would not reasonably be expected to adversely affect Seller or any of its Affiliates, (ii) otherwise required by a change in Law, or (iii) Purchaser reasonably determines that there is not at least “substantial authority” for a material position reflected on such Tax Return, provided, that Purchaser shall provide Seller at least twenty (20) days to provide a written tax opinion, in form and substance reasonably acceptable to Purchaser, of a nationally recognized law firm or accounting firm experienced in Tax matters, concluding that there is at least “substantial authority” (as defined under Section 6662 of the Alkali GroupCode (or successor provisions thereof)) for such position, and Xxxxxxxxx agrees notwithstanding the provisions of Section 7.9(c) to file such Tax Return in a manner consistent with such written tax opinion. No later than two (2) Business Days prior to the due date (taking into account extensions) for Purchaser filing any Tax Return pursuant to this Section 7.9(b), Seller shall, or shall cause its Affiliates to, pay to Purchaser an amount equal to any Seller Indemnified Taxes shown as due and payable with respect to such Tax Return.

Tax Returns. In accordance with IRC section 6012 and Treasury Regulation section 1.671-4(a), the Litigation Trust shall file with the IRS annual tax returns on Form 1041. In addition, the Litigation Trust shall file in a timely manner such other tax returns, including any state and local tax returns, as are required by applicable law and pay any taxes shown as due thereon. Within a reasonable time following the end of the taxable year, the Litigation Trust shall send to each Beneficiary a separate statement setting forth such Beneficiary’s share of items of income, gain, loss, deduction or credit and will instruct each such Beneficiary to report such items on its applicable income tax return. The Litigation Trust may provide each Beneficiary with a copy of the Form 1041 for the Litigation Trust (without attaching any other Beneficiary’s Schedule K-1 or other applicable information form) along with such Beneficiary’s Schedule K-1 or other applicable information form in order to satisfy the foregoing requirement. The Litigation Trust shall allocate the taxable income, gain, loss, deduction or credit of the Litigation Trust with respect to each Beneficiary as follows: (a) Seller allocations of Litigation Trust taxable income shall prepare and timely file be determined by reference to the manner in which an amount of Cash equal to such taxable income would be distributed (without regard to any restriction on distributions described herein or shall cause in the Plan) if, immediately prior to be prepared and timely filed such deemed distribution, the Litigation Trust had distributed all of its other assets (ivalued at their tax book value) any Tax Return of a member to the Beneficiaries, in each case up to the tax book value of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) assets treated as contributed by such holders, adjusted for prior taxable income and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group 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 loss and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). Seller all prior and concurrent distributions from the Litigation Trust; and (b) allocations of taxable loss of the Litigation Trust shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least fifteen (15) days prior determined by reference to the due date for filing such Tax Returns (taking into account any extensions) and Purchaser manner in which an economic loss would be borne immediately after a liquidating distribution of the remaining Litigation Trust Assets. For these purposes, the tax book value of the Litigation Trust Assets shall timely file or cause to be timely filed such Tax Returns. If Purchaser objectsequal the fair market value of the Litigation Trust Assets on the Effective Date, Purchaser shall provide such objection adjusted in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in accordance with tax accounting principles prescribed by the immediately preceding sentence (or any notification or election relating thereto) without IRC, the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a)Treasury Regulations, and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner other applicable administrative and on a timeline requested by Seller, which information judicial authorities and timeline shall be consistent with the past practice of the relevant member of the Alkali Grouppronouncements.

Tax Returns. (a) Seller shall prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member Each of the Seller Group or of an Affiliated Group that includes any member Companies has, as of the Seller Group (including any Combined date hereof, and ----------- will prior to Closing have, timely and accurately filed all Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) Returns required to be filed by it prior to such dates and has timely paid, and will on the Closing Date be current in the payment and remittance of all Taxes. None of the Companies is, or will become, subject to any additional Taxes as a result of the failure to file timely or accurately, as required by applicable law, any Tax Return or to pay timely any amount shown to be due thereon. No written assessments or notices of deficiency or other communications have been received by any of the Companies with respect to any member Tax Return which has not been paid or discharged, and no amendments or applications for refund have been filed or are planned with respect to any such Tax Return. There are no agreements between any of the Alkali Group for Companies and any taxing authority waiving or extending any statute of limitations with respect to any Tax Return. Save in the ordinary course of their businesses, none of the Companies has incurred with respect to any period ending on or prior to the Closing Date any taxable period that ends income or liability for taxes. True and correct copies of the income tax returns for each of the Acquired Companies for the past three years (or for such portion thereof as each Acquired Company may have been in existence and may have been owned by Seller) have heretofore been delivered by Seller to Buyer. None of the Acquired Companies are parties to any tax sharing agreements. The provisions for Taxes shown on the Closing Balance Sheet will be adequate to discharge all Taxes incurred by the Acquired Companies with respect to all periods ending on or before the Closing Date (a “Pre-Closing Separate Tax Return”)Effective Date, including as if the taxable year of each of the Acquired Companies ended on the Effective Date. 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 Except as set forth in Exhibit 3.8 hereto, none of the Closing Date (taking into account any extensions). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required of the Acquired Companies has been audited by any taxing authority within the past three (3) years and no adjustments have been made to be filed after the Closing Date at least fifteen (15) days prior to the due date for filing such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member Acquired Companies by any taxing authority pursuant to any such audit. CIS has not made or is not obligated to make any payment which will be or may be characterized as an "excess parachute payment" within the meaning of Section 280G(b)(1) of the Alkali GroupCode. CIS has not flied a consent pursuant to Section 341(f) of the Code nor has CIS agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as such term is defined in Section 341(f)(4) of the Code). CIS is not and has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

Tax Returns. (a) Seller The Securityholders’ Agent shall prepare and timely file file, or shall cause to be prepared and timely filed (i) any filed, at the Indemnitors’ expense, all Tax Return of a member Returns of the Seller Group or Acquired Companies for Pre-Closing Tax Periods, regardless of an Affiliated Group that includes any member of the Seller Group (including any Combined when such Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) Returns are required to be filed by or with respect to any member of (the Alkali Group for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax ReturnReturns”). Seller Such Tax Returns shall be prepared in a manner consistent with the past practices of the applicable Acquired Company except as required by applicable Legal Requirements or pursuant to this Agreement. The Indemnitors shall timely file pay, or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on paid (from the Expense Fund or before the Closing Date (taking into account any extensionsby forfeiture of a number of Indemnity Holdback Shares), all Taxes shown as due thereon. Seller The Securityholders’ Agent shall deliver, deliver or cause to be delivered, to Purchaser all delivered drafts of the Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date Parent at least fifteen (15) days prior to the due date for filing such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller (or, if such due date is within forty-five (45) days following the Closing Date, as promptly as practicable following the Closing Date). The Securityholders’ Agent shall consider in good faith any reasonable comments received from Purchaser by Parent to such Pre-Closing Tax Returns. Parent shall prepare and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, file or cause to be filed, amended Preprepared and filed all Tax Returns for Straddle Periods. To the extent there is Tax allocable to any pre-Closing Separate portion of any Straddle Period (as determined in accordance with Section 9.9(b)), Parent shall or shall cause the Company to provide a statement to the Securityholders’ Agent specifying in reasonable detail the computation of the amount of Taxes and no later than ten (10) days prior to the due date for the payment of Taxes with respect to any Straddle Period Tax Returns. Purchaser shall promptly provide Return (or such shorter period of time as is reasonable, in the event that Parent does not provide the Securityholders’ Agent with the foregoing statement at least twenty (20) days prior to the due date for the payment of any applicable Taxes; provided that in no event will the Securityholders’ Agent have less than five (5) Business Days to cause such reimbursement on behalf of the Indemnitors), the Securityholders’ Agent, on behalf of the Indemnitors, shall reimburse Parent or the Company, as applicable, for any Taxes allocable to be providedthe pre-Closing portion of said Straddle Period pursuant to Section 9.9(b) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of this Agreement. In connection with any Tax Returns described in this Section 7.4(a)to be prepared by the Securityholders’ Agent, Parent and Purchaser the Surviving Company shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with facilitate the past practice Securityholders’ Agent’s utilization of the relevant member of Surviving Company’s existing tax return preparation firm(s) (the Alkali Group“Accounting Firm”), including (i) providing reasonable access to the Surviving Company’s books and records and accounting staff and (ii) taking such reasonable steps as may be necessary to cause the Accounting Firm to take direction from the Securityholders’ Agent.

Tax Returns. (a) Seller Descartes shall prepare and timely file or shall cause to be prepared and timely filed (i) any combined, consolidated or unitary Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group Descartes Group, on the one hand, and any of the Transferred Ag Subsidiaries, on the other hand (including any a “Descartes Combined Tax Return) ”), and (ii) any Tax Return (other than any Descartes Combined Tax Return) that is required to be filed by or with respect to any member of the Alkali Group Transferred Ag Subsidiaries for any taxable period that ends on or before the Closing Date (a an “Ag Pre-Closing Separate Tax Return”). Seller Descartes shall prepare, or cause to be prepared, all Ag Pre-Closing Separate Tax Returns in a manner consistent with past practices of the Transferred Ag Subsidiaries (or of the Descartes Group with respect to the Transferred Ag Subsidiaries), except (i) as otherwise required by Law or (ii) as otherwise requested by Fermat if, with respect to clause (ii), Descartes, in its sole discretion, determines that such request is not reasonably likely to have an adverse impact on any member of the Descartes Group. Descartes shall timely file or cause to be timely filed any Descartes Combined Tax Return and any Ag Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). Seller Descartes shall deliver, or cause to be delivered, to Purchaser Fermat for its review and comment a draft copy of all Ag Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least fifteen thirty (1530) days prior to the due date for filing such Tax Returns thereof (taking into account any extensions). Fermat shall provide comments, if any, to Descartes on any such Ag Pre-Closing Separate Tax Return within ten (10) days after receipt of such draft Ag Pre-Closing Separate Tax Return and Purchaser Descartes shall consider any such comments in good faith. Descartes shall revise such Ag Pre-Closing Separate Tax Returns to reflect any reasonable comments received from Fermat with which Descartes agrees and shall deliver, if applicable, a revised Ag Pre-Closing Separate Tax Return to Fermat not later than ten (10) days before the due date therefor (taking into account any extensions), and Fermat shall timely file or cause to be timely filed such Tax Returns; provided that Fermat shall not be required to file or cause to be filed any such Tax Return that reflects a material position for which the confidence level is less than “more likely than not” (or an equivalent standard under an applicable foreign Law). If Purchaser objectsDescartes shall pay, Purchaser shall provide such objection in writing or cause to Seller be paid, to Fermat an amount equal to the amount of any Taxes shown to be due on any Ag Pre-Closing Separate Tax Return required to be filed after the Closing Date (taking into account extensions) for which Descartes is responsible pursuant to this Agreement within ten (10) days after Fermat makes, or causes to be made, written demand therefor, but in all cases at least five (5) days prior to the date on which the relevant Taxes are required to be paid to the applicable Taxing Authority. Such payment shall be made in immediately available funds by wire transfer to an account designated in writing by Fermat to Descartes. Except to the extent otherwise required pursuant to a “determination” within the meaning of receipt Section 1313(a) of the Code (or any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser similar provision of state, local, or foreign Law), Fermat shall not amend or revoke any Descartes Combined Tax Return described in the immediately preceding sentence or any Ag Pre-Closing Separate Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller Descartes (which such consent shall not to be unreasonably withheld, conditioned or delayed). At SellerDescartes’s reasonable request, Purchaser Fermat shall file, or cause to be filed, amended Ag Pre-Closing Separate Tax Returns. Purchaser ; provided that Fermat shall promptly provide (or cause have the same rights to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation review and filing of any comment on such amended Ag Pre-Closing Separate Tax Returns as described in this Section 7.4(a), paragraph for the original Ag Pre-Closing Separate Tax Returns and Purchaser shall use commercially reasonable efforts not be required to prepare (file or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali Group.to

Tax Returns. (a) Seller The Purchaser shall prepare and timely file file, or shall cause to be prepared and timely filed (i) any filed, all Tax Return Returns for the Company and its Subsidiaries for all periods ending after the Closing Date. In the case of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group Returns for any taxable period that ends periods starting on or before and ending after the Closing Date (a “Pre-Closing Separate Tax ReturnStraddle Period”). Seller , the Purchaser shall timely file or cause provide the Sellers’ Representative with an opportunity to be timely filed any Combined Tax Return review and any Pre-Closing Separate Tax Return that is required to be filed comment on or before the Closing Date (taking into account any extensions). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate such Tax Returns that are required to be filed after the Closing Date at least no less than fifteen (15) days prior to the due date thereof and the Sellers shall be responsible for filing and shall reimburse the Purchaser within five (5) days after such due date for all Taxes imposed on the Company shown as due and owing on such Tax Returns that are allocable to the portion of the Straddle Period that extends through the Closing Date (the “Pre-Closing Straddle Period”), except to the extent (i) a reserve for such Taxes has been established and is reflected in the Financial Statements and such Taxes are taken into account in calculating the Reference Date Net Working Capital, or (ii) such Taxes are included in the calculation of Pre-Closing Tax Obligations to the extent such amounts were deducted in determining the Closing Cash Payment pursuant to Article II. The Sellers’ Representative, at the Sellers’ expense, shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company for all periods ending on or before the Closing Date (“Pre-Closing Periods”), and the Sellers shall pay (x) any Taxes owed with respect to such Tax Returns, and (y) any installments of estimated Tax with respect to income or gain of the Company received on or prior to the Closing Date; provided, however, that the Sellers shall not be liable for or pay any Taxes (I) to the extent a reserve for such Taxes has been established and is reflected in the Financial Statements and such Taxes are taken into account in calculating the Reference Date Net Working Capital, or (II) to the extent such Taxes are included in the calculation of Pre-Closing Tax Obligations to the extent such amounts were deducted in determining the Closing Cash Payment pursuant to Article II (whether at the time specified in Section 2.7(a) or at the time specified in Section 2.7(c), as applicable); the Sellers’ Representative shall provide the Purchaser with an opportunity to review and approve such Tax Returns (taking into account any extensionswhich approval will not be unreasonably withheld, conditioned or delayed) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten no less than fifteen (1015) days prior to the due date thereof. Neither the Purchaser nor any of receipt of any such Pre-Closing Separate Tax Return and Seller its Affiliates shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend amend, refile, revoke or revoke otherwise modify any Tax Return described in or Tax election of the immediately preceding sentence (Company with respect to any Tax period ending on or any notification or election relating thereto) before the Closing Date without the prior written consent of Seller (the Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali Group.

Tax Returns. (a) Seller Sellers’ Representative shall prepare and timely file (or shall cause to be prepared and timely filed (ifiled) any Tax Return of a member of the all Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) Returns and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file pay (or cause to be timely filed any paid) all Taxes with respect to such Seller 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)Returns. Seller Purchaser shall deliver, prepare or cause to be delivered, prepared all Tax Returns of any Subject Company Group with respect to Purchaser Subject Company Group Taxes for all Pre-Closing Separate Tax Returns Effective Time Periods and Straddle Periods, in each case, that are required to be filed after the Closing Date at least fifteen Date, other than the Seller Combined Returns (15) days prior “Purchaser Prepared Returns”). With respect to the due date for filing each such Tax Returns Purchaser Prepared Return that is required to be filed (taking into account any applicable extensions) after the Closing Date and before the date on which the Adjusted Purchase Price is finally determined pursuant to Section 2.7(b), (a) such Purchaser Prepared Return shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable Laws, (b) Purchaser shall, reasonably in advance of the due date of each Purchaser Prepared Return (taking into account any applicable extensions), deliver a draft of any such Purchaser Prepared Return (together with all supporting documentation and workpapers) to Sellers’ Representative for its review and comment and (c) Purchaser will cause such Purchaser Prepared Return (as revised to incorporate Sellers’ Representative’s reasonable comments) to be timely filed and provide a copy thereof to Sellers’ Representative. Purchaser shall timely file pay or cause to be timely filed paid all Taxes shown as due and owing on such Tax ReturnsPurchaser Prepared Returns to the appropriate Governmental Authority. If Purchaser objects, Purchaser shall provide such objection The Parties agree that (x) this Section 11.3 is intended to solely address the timing and manner in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any certain Tax Returns described and Subject Company Group Taxes shown thereon are paid to the applicable Governmental Authority, and (y) nothing in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline 11.3 shall be consistent with interpreted as altering the past practice of manner in which Subject Company Group Taxes are allocated to and economically borne by the relevant member of the Alkali GroupParties.

Tax Returns. (a) Seller shall prepare The Sellers are responsible for preparing, at their expense, the state and timely file federal income Tax Returns with respect to the Company for all periods ending on or shall cause prior to be prepared the Closing Date including, without limitation, the period from January 1, 2007 through the Closing Date (the “Short Tax Period”). The Sellers are responsible for and timely filed covenant and agree to pay all Taxes shown as due by the Company on such Tax Returns, except to the extent that such Tax is both (i) reflected in a reserve for Tax liability (rather than any reserve established to reflect timing differences between book and Tax Return of a member income) set forth on the face of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) Closing Date Balance Sheet and (ii) any Tax Return taken into account in the calculation of Working Capital. Any such payment due to the Sellers shall be made within thirty (other than any Combined Tax Return30) required to be filed by or with respect to any member days of the Alkali Group for any taxable date on which all Tax Returns reflecting Taxes allocable to the period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”)have been filed. Seller The Sellers 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 pay all Taxes due by the Closing Date (taking into account any extensions). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least fifteen (15) days prior Sellers arising from income and/or gain allocated to the due date for filing such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed Sellers on such Tax Returns. If Purchaser objectsThe Sellers shall prepare such Tax Returns in accordance with the Company’s most recent Tax practices as to elections and accounting methods. To the extent permitted by applicable law, Purchaser the Sellers shall provide include any income, gain, loss, deduction or other tax items for the Short Tax Period in a manner consistent with the Schedule K-1s prepared by the Sellers for such objection in writing periods. The Sellers will deliver to Seller the Buyer, within ten sixty (1060) days after the finalization of receipt the Closing Date, Balance Sheet and Purchase Price Statement pursuant to Section 2.3, a copy of any such Pre-Closing Separate Tax Return Returns for the Short Tax Period. The Sellers shall permit the Buyer to review and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any comment on each such Tax Return described in the immediately preceding first sentence (or any notification or election relating theretoof this Section 9.1(a) without prior to the prior written consent filing of Seller (which consent such Tax Returns and shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause make such revisions to be filed, amended Pre-Closing Separate such Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information Returns as are reasonably requested by Seller to facilitate the preparation and filing Buyer. Whenever any taxing authority sends a notice of any Tax Returns described in this Section 7.4(a)an audit, and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice initiates an examination of the relevant member of Company or otherwise asserts a claim, makes an assessment or disputes the Alkali GroupTaxes for any year ending on or before December 31, 2006 or for the Short Tax Period, the Buyer shall promptly inform the Sellers thereof.

Tax Returns. For federal income Tax purposes, the books of the Company shall be closed as of the Effective Time, and the taxable income or loss of the Company for any taxable year or period that begins before and ends on or after the Effective Time shall be computed on the basis of the Company’s permanent books and records as of the Effective Time. Except as provided in Section 10.2, Seller shall cause the Company to prepare and cause to be timely filed (aincluding extensions) all Tax Returns of the Company that are filed prior to the Effective Time; provided that Seller shall deliver to Buyer a draft of each federal income Tax Return (with all supporting records, attachments, statements, and calculations) and shall provide Buyer not less than ten (10) days within which to review and comment on such draft income Tax Returns. Except as provided in Section 10.2, Buyer shall prepare and timely file (including extensions), or shall cause the Company to be prepared prepare and timely filed file (i) any including extensions), all Tax Return of a member Returns of the Company that are filed after the Effective Time; provided that Buyer shall deliver or cause the Company to deliver to Seller Group or a draft of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any each such Tax Return (other with all supporting records, attachments, statements, and calculations) and shall provide Seller not less than any Combined ten (10) days within which to review and comment on the draft Tax Return) required . If the Parties are unable to agree upon any matters to be filed shown on such Tax Returns prepared by Seller or with respect Buyer pursuant to this Section 10.1, or the calculation of any member of the Alkali Group for any taxable period that ends on or Tax liability to be shown thereon before the Closing Date fifteenth (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). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least fifteen (1515th) days day prior to the due date for filing such of the relevant Tax Returns Return (taking into account any available extensions) ), either Buyer or Seller may initiate the arbitration of such a dispute pursuant to the terms of Section 12.10. The Company shall be responsible for and Purchaser shall timely file or cause to be timely filed pay all Taxes shown as owing by the Company on all such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser be liable for and Seller shall pay and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend discharge when due all income, franchise or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of similar Taxes imposed on Seller (which consent shall not be unreasonably withheldand any consolidated, conditioned or delayed). At Seller’s request, Purchaser shall filecombined, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be providedunitary group of which Seller is a member) to Seller any information reasonably requested by Seller to facilitate resulting from the preparation sale and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice transfer of the relevant member of the Alkali GroupShares to Buyer hereunder.

Tax Returns. (a) Seller Except as set forth below, the Buyer shall prepare and timely not file or shall cause to be prepared and timely filed (i) amend any Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group for any taxable tax period that ends or portion thereof ending on or before the Closing Date (a “Pre-Closing Separate Tax Return”). in respect of the Seller’s Business without the prior written consent of the Seller, such Seller shall timely file or cause consent not to be timely filed any Combined unreasonably withheld, conditioned, or delayed. For purposes of the preceding sentence, Tax Return means any federal, state, local or foreign return, declaration, report, statement, information statement, declaration of estimated Tax, election and any Pre-Closing Separate Tax Return that is other document, supporting schedule, records and data required to be filed with respect to Taxes. Notwithstanding anything to the contrary in this Agreement, the Buyer may file or amend a Tax Return with respect to a tax period or portion thereof ending on or before the Closing Date (taking into account any extensions). in respect of the Seller’s Business without the prior written consent of the Seller, and the Seller shall delivernevertheless have an indemnification obligation with respect to any Losses (as Excluded Liabilities) therefrom, if (a) such filing or cause to be deliveredamendment is made after a Governmental Authority, to Purchaser all Preon its own initiative, contacts the Buyer regarding such pre-Closing Separate Tax Returns period taxes, (b) the Buyer investigates such pre-Closing period taxes and determines that are there is sufficient question with respect thereto in order to merit a request for an opinion of a state tax professional regarding same and (c) such professional renders a written opinion that (i) such filing or amendment is legally required and (ii) a post-Closing filing requirement would also apply to be filed after the Closing Date at least fifteen (15) days prior Buyer with respect to such taxes in such jurisdiction. The Buyer shall submit a written proposal to the due date for filing Seller of a tax professional to render such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause an opinion to be timely filed such Tax Returnsthe Buyer. If Purchaser objects, Purchaser shall provide the Seller does not object to such objection proposal in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and proposal, then the Seller shall consider in good faith any reasonable comments received from Purchaser be deemed to have accepted such selection, and Seller and Purchaser the professional fees for such opinion shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described be borne wholly by the Buyer, except as set forth in the immediately preceding last sentence (or any notification or election relating thereto) without of this Section 6.3. If the Seller communicates to the Buyer its written disagreement with such selection prior written consent to the close of Seller (which consent business on such tenth day, then the parties shall not be unreasonably withheldmutually and reasonably agree upon an alternative professional, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause such agreement to be filed, amended Prereached by no later than the fifteenth (15th) day following the Buyer’s original proposal. The costs of the opinion rendered by the agreed-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline upon professional shall be consistent with borne evenly by the past practice of parties, except as set forth in the relevant member of next sentence. If the Alkali Groupprofessional rendering the opinion determines that the filing or amendment is required, the professional fees for the opinion shall be Losses fully indemnifiable by the Seller as Excluded Liabilities under Article VIII.

Tax Returns. For federal income Tax purposes, the books of the Company shall be closed as of the Effective Time, and the taxable income or loss of the Company for any taxable year or period that begins before and ends on or after the Effective Time shall be computed on the basis of the Company's permanent books and records as of the Effective Time. Except as provided in Section 10.2, Seller shall cause the Company to prepare and cause to be timely filed (aincluding extensions) all Tax Returns of the Company that are filed prior to the Effective Time; provided that Seller shall deliver to Buyer a draft of each federal income Tax Return (with all supporting records, attachments, statements, and calculations) and shall provide Buyer not less than ten (10) days within which to review and comment on such draft income Tax Returns. Except as provided in Section 10.2, Buyer shall prepare and timely file (including extensions), or shall cause the Company to be prepared prepare and timely filed file (i) any including extensions), all Tax Return of a member Returns of the Company that are filed after the Effective Time; provided that Buyer shall deliver or cause the Company to deliver to Seller Group or a draft of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any each such Tax Return (other with all supporting records, attachments, statements, and calculations) and shall provide Seller not less than any Combined ten (10) days within which to review and comment on the draft Tax Return) required . If the Parties are unable to agree upon any matters to be filed shown on such Tax Returns prepared by Seller or with respect Buyer pursuant to this Section 10.1, or the calculation of any member of the Alkali Group for any taxable period that ends on or Tax liability to be shown thereon before the Closing Date fifteenth (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). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least fifteen (1515th) days day prior to the due date for filing such of the relevant Tax Returns Return (taking into account any available extensions) ), either Buyer or Seller may initiate the arbitration of such a dispute pursuant to the terms of Section 12.10. The Company shall be responsible for and Purchaser shall timely file or cause to be timely filed pay all Taxes shown as owing by the Company on all such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser be liable for and Seller shall pay and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend discharge when due all income, franchise or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of similar Taxes imposed on Seller (which consent shall not be unreasonably withheldand any consolidated, conditioned or delayed). At Seller’s request, Purchaser shall filecombined, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be providedunitary group of which Seller is a member) to Seller any information reasonably requested by Seller to facilitate resulting from the preparation sale and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice transfer of the relevant member of the Alkali GroupShares to Buyer hereunder.

Tax Returns. (a) Seller shall prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of Following the Seller Group or of an Affiliated Group that includes any member of Closing, the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller Sellers’ Representative 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). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least fifteen (15) days prior to the due date for filing such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) all Flow-Through Tax Returns for the Target Companies (and their Subsidiaries) for all Pre-Closing Tax Periods and Straddle Periods due after the Closing Date (taking into account available extensions) that are not filed on or before the Closing Date. Buyer and the Target Companies shall cooperate with the Sellers’ Representative in preparing and filing such Flow-Through Tax Returns, including providing records and information which are reasonably relevant to such Flow-Through Tax Returns, making employees and third-party advisors available on a mutually convenient basis to provide additional information and explanation of any material provided, and signing and delivering to the Sellers’ Representative for filing any Flow-Through Tax Returns prepared in accordance with this Section 10.08 that are required to be signed by Buyer or any Target Company. Such Flow-Through Tax Returns shall be prepared in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member Target Companies, except as otherwise required by applicable Tax Law, this Agreement or changes in facts. The Sellers’ Representative shall provide Buyer with drafts of any such Flow-Through Tax Returns no later than thirty (30) days prior to the due date thereof (taking into account any extensions thereof) and shall permit Buyer to review and comment on such Flow-Through Tax Returns. Buyer and the Sellers’ Representative will promptly attempt to resolve any disputes with respect to such Flow-Through Tax Returns; provided, that (x) if they are unable to do so within fifteen (15) days after delivery of notice of the Alkali Groupdispute, the Parties shall retain the Accounting Firm for resolution in the same manner in which disputes are handled pursuant to Section 2.07 (Post-Closing Adjustment) and, if such dispute is not resolved prior to the due date of the applicable Flow-Through Tax Return, such Flow-Through Tax Return will be filed in the manner reflecting Xxxxx’s position and, following the resolution of such dispute, Xxxxx will promptly amend such Flow-Through Tax Return to the extent necessary to reflect the resolution of such dispute. To the extent such an election is not already in effect or not otherwise prohibited by applicable Law, the Sellers’ Representative shall make an election on each Flow-Through Tax Return of the applicable Target Companies classified for US federal income tax purposes as partnerships for the Pre-Closing Tax Period or Straddle Period that includes the Closing Date under Section 754 of the Code (or any comparable provision of foreign, state, or local Law) for the tax year that includes or ends on the date of the Closing Date. For avoidance of doubt, this Section 10.08(a) shall apply to any Flow-Through Tax Returns filed or issued with respect to any Pre-Closing Tax Period or Straddle Period of the Target Companies (and their Subsidiaries) ending on or prior to the Closing Date.

Tax Returns. Sellers will prepare or cause to be prepared and/or cause to be filed in a timely manner (ai) all Tax Returns with respect to the Companies or their Subsidiaries for all Pre-Closing Tax Periods which have not been filed as of the Closing Date, and (ii) any combined, consolidated or unitary Tax Return that includes any Seller shall or any of its Affiliates (other than the Companies and their Subsidiaries), on the one hand, and any of the Companies or their Subsidiaries, on the other hand. Such Tax Returns described in the foregoing clauses (i) and (ii) will be prepared in a manner consistent with the Companies’ and their Subsidiaries’ prior practice; provided that, with respect to the preparation and filing of the Tax Returns under this Section ‎4.12(d), with respect to income Taxes, such Tax Returns will reflect all applicable Transaction Tax Deductions so long as such Transaction Tax Deductions are “more likely than not” deductible (or deductible at a higher confidence level) in any Pre-Closing Tax Period, as reasonably determined in good faith by the Sellers. At least 15 days prior to the filing of each such Tax Return, Sellers will provide any Tax Returns described in the foregoing clauses (i) and (ii) to Buyer for their review and comment and Sellers will incorporate any reasonable comments received from Buyer to such Tax Return; provided, however, that in the case of Tax Returns of any Seller or any of its Affiliates (or of a combined, consolidated or unitary Tax group including any of them), such Seller may, in lieu of delivering Tax Returns, deliver to Buyer pro-forma statements with respect to the Companies or any of their Subsidiaries setting forth in sufficient detail the information relevant for determining the amount of any Taxes attributable to Pre-Closing Tax Periods and Post-Closing Tax Periods. Sellers will be responsible for payment of any Taxes for any Pre-Closing Tax Periods; provided, however, that Sellers and their Affiliates will not be responsible for any Taxes with respect to any Pre-Closing Tax Period to the extent such Taxes were taken into account pursuant to Section ‎1.5 hereof in determining Estimated Closing Proceeds, the Closing Date Purchase Price or the Net Adjustment Amount. Buyer will prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall Buyer will 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). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required with respect to be filed after the Closing Date at Companies or their Subsidiaries for Straddle Periods. At least fifteen (15) 15 days prior to the due date for filing of each such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause Return with respect to be timely filed Straddle Periods, Buyer will provide copies of such Tax Returns. If Purchaser objectsReturn, Purchaser shall provide such objection in writing and a statement showing the computation of Buyer’s determination of the Taxes for which Sellers are responsible pursuant to Seller within ten (10) days the terms of receipt of any such Pre-Closing Separate Tax Return this Agreement, to Sellers for Sellers’ review and Seller shall consider in good faith comment and Buyer will incorporate any reasonable comments received from Purchaser Seller to such Tax Return. For Tax Returns relating to the Straddle Periods, Sellers will pay to Buyer within five days before the date on which such Taxes are to be paid the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date for which Sellers are liable under this Section ‎4.12; provided, however, that Sellers and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall their Affiliates will not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause responsible for any Taxes with respect to be filed, amended any Pre-Closing Separate Tax ReturnsPeriod to the extent such Taxes were taken into account pursuant to Section ‎1.5 hereof in determining Estimated Closing Proceeds, the Closing Date Purchase Price or the Net Adjustment Amount. Purchaser shall promptly provide (or cause Any Tax Dispute arising with respect 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 7.4(a‎4.12(d) will be resolved pursuant to the provisions of Section ‎4.12(l), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali Group.

Tax Returns. (a) Seller Buyer shall prepare and timely file duly prepare, or shall cause to be prepared prepared, and timely filed (i) any file, or cause to be timely filed, solely at Buyer’s expense, all Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) Returns required to be filed by or the Buyer for any Pre-Closing Tax Period (“Pre-Closing Tax Returns”). All Pre-Closing Tax Returns shall be prepared in accordance with respect to any member historic practices of the Alkali Group 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 taxable period that ends 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 before 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 “PrePost-Closing Separate Tax ReturnPeriod” and such returns “Post-Closing Tax Returns”). Seller The cost of preparing all Straddle Tax Returns and Post-Closing Tax Returns shall timely file or cause be borne by the Buyer. Buyer shall permit Sellers to be timely filed any Combined review and comment on each Straddle 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). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least fifteen (15) days prior to the due date for filing such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali Groupfiling.

Tax Returns. (a) 13.1.1 Buyer shall cause the Acquired Companies to consent to join, for all taxable periods of the Acquired Companies ending on or before the Closing Date for which the Acquired Companies are eligible to do so, in any consolidated or combined federal, state or local Tax Returns of Seller shall or Seller's Affiliates. Seller will prepare and timely file file, or shall cause to be prepared and timely filed (i) any Tax Return of a member filed, all of the Seller Group Acquired Company Tax Returns for all taxable years or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group for any taxable period that ends periods ending on or before the Closing Date (a “Pre-Closing Separate Tax Return”to the extent they have not already done so). Seller shall timely file will pay to the applicable Governmental Authority, or cause the payment to the applicable Governmental Authority of, any Taxes shown as due thereon. Seller will prepare, or cause to be timely filed prepared, such Tax Returns using material accounting methods and other practices that are consistent with those used by the Acquired Companies in their prior Tax Returns except as otherwise required by Law. Notwithstanding the foregoing, Seller may revoke the election of To-Ricos under Code Section 936, in which event, Buyer will reasonably cooperate with Seller, and cause To-Ricos to consent to join in the filing of any Combined federal, state or local consolidated or combined Tax Return with Seller and its affiliated group for the taxable year or period ending on the Closing Date. Items to be taken into account in any Pre-Closing Separate Tax Return that is required to be filed for the short taxable period ending on or before the Closing Date will be determined under the "closing-the-books" method as described in Treasury Regulation Section 1.1502-76(b)(2)(i) (taking into account or any extensionssimilar provision of state, local or foreign Law). Seller shall will deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate a draft of each of the Tax Returns for any of the Acquired Companies that are required require the signature of an officer or employee of Buyer (or one of Buyer's Affiliates) to Buyer not less than 30 days prior to the due date (as may be filed after the Closing Date at least fifteen (15extended) for filing such Tax Returns, and Buyer will provide Seller with its comments on, and proposed changes to, such Tax Returns not later than 15 days prior to such due date. If any aspect of such Tax Returns remains in dispute within 10 days prior to the due date for filing such Tax Returns (taking into account any extensions) Returns, the matter in dispute will be submitted to a mutually acceptable, -140- nationally-recognized firm of certified public accountants for resolution. The decision of such accountant will be final and Purchaser shall timely file or cause to binding on the parties, and the fees and expenses of the accountant will be timely filed such Tax Returnspaid one-half by Buyer and one-half by Seller. If Purchaser objectsNotwithstanding the foregoing, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser Buyer shall not amend or revoke be entitled to object to any Tax Return described prepared by Seller unless the accountant concludes that a position claimed in the immediately preceding sentence (or any notification or election relating theretoTax Return does not possess the level of support required to avoid the substantial understatement penalty provided for in Section 6662(d) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali GroupCode.

Tax Returns. (a) From and after the Closing, Seller shall prepare and timely file (or shall cause to be prepared and timely filed prepared) any (i) any Combined Tax Return, (ii) Tax Return of a member Seller Parent or any of its Subsidiaries (other than the Purchased Companies or any Subsidiary thereof) (the “Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax ReturnReturns”) and (iiiii) any Tax Return Returns (other than any Combined Tax Return or Seller Return) that are required to be filed by or with respect to any member of the Alkali Group Purchased Entities (or any Subsidiaries thereof) after the Closing (taking into account valid extensions) for any taxable period that ends on or before the Pre-Closing Date Tax Period (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed provide Purchaser with a copy of any Combined Tax Return and any completed Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date not less than thirty (taking into account any extensions). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least fifteen (1530) days prior to the due date for filing on which such Tax Returns Return is due (taking validly obtained extensions into account) (or if such Tax Return is due within thirty (30) days after the Closing Date, then as soon as reasonably practicable taking into account the Tax period and the nature of the relevant Tax Return or other relevant circumstances), Purchaser shall have the right to review, comment on and propose changes to such Pre-Closing Separate Tax Return and shall provide comments, if any, to Seller on any such Pre-Closing Separate Tax Return within ten (10) days after receipt of such Pre-Closing Separate Tax Return (or such shorter period as is reasonable taking into account the Tax period and the nature of the relevant Tax Return or other relevant circumstances) and Seller shall consider any such comments in good faith. In the event Seller disagrees with any comments received from Purchaser, Seller shall promptly notify Purchaser of such disagreement prior to the due date for such Pre-Closing Separate Tax Return (taking into account extensions). Seller shall revise such Pre-Closing Separate Tax Returns to reflect any extensionsreasonable comments received from Purchaser with which Seller agrees and shall deliver, if applicable, a revised Pre-Closing Separate Tax Return to Purchaser at least ten (10) days before the due date therefor (taking validly obtained extensions into account) (or such shorter period as is reasonable taking into account the Tax period and the nature of the relevant Tax Return or other relevant circumstances), and Purchaser shall timely file or cause to be timely filed such Pre-Closing Separate Tax Returns. If Purchaser objectsReturns as prepared by Seller; provided, however, that Purchaser shall provide such objection in writing not be required to Seller within ten (10) days of receipt of file any such Pre-Closing Separate Tax Return and Seller shall consider that includes a position for which Purchaser determines, in good faith its reasonable discretion, that there is not at least “substantial authority” within the meaning of Section 6662(d)(2)(b)(i) of the Code (or any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate similar provision of state, local or non-U.S. Law). Except to resolve the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any remaining disagreement. similar provision of state, local, or non-U.S. Law), Purchaser shall not amend or revoke any Combined Tax Return, Seller Return or any Pre-Closing Separate Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which such consent shall not to be unreasonably withheld, conditioned or delayed). At Seller’s reasonable request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns; provided, however, that Purchaser shall have the same rights to review and comment on such amended Pre-Closing Separate Tax Returns as described in this Section 7.2(a) for the original Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a7.2(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali Group.

Tax Returns. (ai) Seller shall prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group file or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required cause to be filed when due all Tax Returns (including amended returns and claims for refunds) for the Company for Tax Periods ending on or before the day immediately preceding the Closing Date, or, in Seller’s sole discretion, Seller may elect to have the Company prepare and file any such Tax Returns, and Buyer shall cause the Company to prepare and file any such Tax Returns at Seller’s request; provided, however, that, the preparing party shall make any such Tax Return CONFIDENTIAL TREATMENT REQUESTED Portions of this exhibit indicated by “[*CONFIDENTIAL*]” have been omitted pursuant to a request for confidential treatment and such omitted portions have been filed separately with the Securities and Exchange Commission. and the related work papers available to the other party at least twenty (20) Business Days prior to the due date (taking any extensions into account) for filing such Tax Return to provide the other party with a meaningful opportunity to analyze and comment on such Tax Return, and the preparing party shall accept and incorporate into such Tax Return any reasonable changes that the other party may request. Buyer shall prepare or with respect cause to any member of be prepared and file or cause to be filed when due all Tax Returns for the Alkali Group Company for any taxable period Tax Period that begins before and ends on or before after the Closing Date (a “Pre-Closing Separate Tax ReturnStraddle Period”). Seller ; provided, however, that, the Buyer shall timely file or cause to be timely filed make any Combined such Tax Return and any Pre-Closing Separate Tax Return that is required the related work papers available to be filed on or before the Closing Date (taking into account any extensions). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least fifteen twenty (1520) days Business Days prior to the due date (taking any extensions into account) for filing such Tax Returns (taking into account any extensions) Return to provide Seller with a meaningful opportunity to analyze and Purchaser shall timely file or cause to be timely filed comment on such Tax ReturnsReturn, and Buyer shall accept and incorporate into such Tax Returns any reasonable changes that Seller may request. If Purchaser objectsTax Returns filed pursuant to this Section 5.8(a)(i) shall be prepared in a manner consistent with prior tax accounting practices and methods of the Company except to the extent otherwise required by any Laws. The Parties agree that any deductions or other Tax benefits with respect to any bonus or other payments that relate to a Pre-Closing Tax Period shall be for the benefit of Seller. The Company shall remit all Taxes payable on Tax Returns filed pursuant to this Section 5.8(a)(i), Purchaser and Seller shall provide such objection in writing to Seller reimburse the Company within ten (10) days after such Tax Returns are filed for Seller’s share of receipt the excess of any such Taxes for any Pre-Closing Separate Tax Return Period which are payable with respect to such Tax Returns over the amounts of any applicable allowances or reserves relating thereto on (i) the Closing Date Balance Sheet, to the extent taken into account in determining the Buyer Note Amount, or (ii) the Financial Statements. Buyer’s and Seller Seller’s share of Taxes payable with respect to Straddle Period Tax Returns shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in be determined as though the taxable year of the Company terminated at the close of business on the day immediately preceding sentence (the Closing Date, except that real and personal property Taxes shall be prorated on a per diem basis; provided, that any increase in real or any notification personal property Taxes that is directly due to actions taken by the Buyer or election relating thereto) without the prior written consent of Seller (which consent Company on or following the Closing Date shall not be unreasonably withheld, conditioned allocated to the taxable period or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing portion of any Tax Returns described in this Section 7.4(a)Straddle Period, and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and as applicable, that begins on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali GroupClosing Date.

Tax Returns. (a) Seller The Sellers shall prepare and timely file duly prepare, or shall cause to be prepared prepared, and timely filed (i) any file, or cause to be timely filed, solely at the Sellers’ expense, all Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) Returns required to be filed by the Company for any Pre-Closing Tax Period (“Pre-Closing Tax Returns”). All Pre-Closing Tax Returns shall be prepared in accordance with historic practices of the Company, to the extent permitted by applicable Law. Seller shall permit Buyer to review and comment on each non-income Pre-Closing Tax Return prior to the filing, shall duly consider Buyer’s comments in good faith and shall make such revisions to such Pre-Closing Tax Returns as are appropriate under the circumstances. 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 Company 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”); provided, however, that Buyer shall not prepare or file any income tax returns on behalf of the Company for any Pre-Closing Tax Period. The cost of preparing all Straddle Tax Returns and Post-Closing Tax Returns shall be borne by the Company. Buyer shall permit the Sellers to review and comment on each Straddle Tax Return prior to filing. Without the prior written consent of the Sellers (which consent shall not be unreasonably withheld or delayed), Buyer shall not amend any Tax Return with respect to any member of the Alkali Group Company for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate or make any Tax Return”). Seller shall timely file election, grant an extension of any applicable statute of limitations or cause take any action or enter into any transaction that would reasonably be expected to be timely filed result in any Combined increased Tax Return and liability for the Sellers with respect to any Pre-Closing Separate Tax Return taxable period that is required to be filed ends on or before the Closing Date (taking into account any extensions). Seller shall deliver, or cause that would increase the amount to be delivered, which Buyer is entitled to Purchaser all Pre-Closing Separate Tax Returns that are required indemnification pursuant to be filed after the Closing Date at least fifteen (15) days prior to the due date for filing such Tax Returns (taking into account any extensions) and Purchaser shall timely file Article VI or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali GroupArticle X hereof.

Tax Returns. (a) Seller shall prepare and The Parent will cause the Surviving Company to timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group 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). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Income Tax Returns that are required to be filed of the Surviving Company due on or after the Closing Date at Date. Except to the extent that it would constitute a violation of law, such Returns will be prepared and filed on a basis consistent with the existing procedures for preparing such Returns and in a manner consistent with prior practices, elections and accounting methods for the treatment of specific items on a Tax Return. At least fifteen thirty (1530) days prior to the due date for filing such of any Pre-Closing Income Tax Returns Return (after taking into account any applicable extensions), the Parent will, or will cause the Surviving Company to, deliver to the Seller Representative a copy of a Pre-Closing Income Tax Return (and any related work papers) for the Seller Representative’s review and Purchaser shall timely file or cause comment. The Seller Representative will deliver a copy of such Pre-Closing Income Tax Return to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within the Parent with any of its comments at least ten (10) days prior to the due date (after taking into account any applicable extensions) of receipt of any such Pre-Closing Separate Income Tax Return Return, and Seller shall consider in good faith any the Parent will cause the Surviving Company to incorporate all reasonable comments received from Purchaser that could not be reasonably expected to have an adverse effect on the Surviving Company prior to timely filing such Return with the appropriate Tax Authority. Upon request of Parent, the Seller Representative shall cause the Sellers to pay, when due and Seller payable, all Pre-Closing Tax Liabilities to the extent such Pre-Closing Tax Liabilities exceed the accrual for unpaid Taxes, calculated as provided in Schedule 2.1. The Parent and Purchaser shall cooperate the Surviving Company may not amend, modify or otherwise change any Return that relates to resolve any remaining disagreement. Purchaser shall not amend period ending on or revoke before the Closing Date or take any action to extend the applicable statute of limitations with respect to any Pre-Closing Income Tax Return described Return, in the immediately preceding sentence (or any notification or election relating thereto) each case, without the prior written consent permission of the Seller Representative (which consent shall not be unreasonably withheld) or unless such amendment, conditioned modification or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali Groupchange is legally required.

Tax Returns. Except with respect to the Disputed Claims Reserve, in accordance with IRC section 6012 and Treasury Regulation section 1.671-4(a), the Litigation Trust shall file with the IRS annual tax returns on Form 1041. In addition, the Litigation Trust shall file in a timely manner such other tax returns, including any state and local tax returns, as are required by applicable law and pay any taxes shown as due thereon. Within a reasonable time following the end of the taxable year, the Litigation Trust shall send to each Beneficiary or Other Distributee a separate statement setting forth such Beneficiary’s or Other Distributee’s share of items of income, gain, loss, deduction or credit and will instruct each such Beneficiary to report such items on his/her applicable income tax return. The Litigation Trust may provide each Beneficiary or Other Distributee with a copy of the Form 1041 for the Litigation Trust (without attaching any other Beneficiary’s Schedule K-1 or other applicable information form) along with such Beneficiary’s or Other Distributee’s Schedule K-1 or other applicable information form in order to satisfy the foregoing requirement. The Litigation Trust shall allocate the taxable income, gain, loss, deduction or credit of the Litigation Trust with respect to each Beneficiary or Other Distributee as follows: (a) Seller Allocations of Litigation Trust taxable income shall prepare be determined by reference to the manner in which an amount of Cash equal to such taxable income would be distributed (without regard to any restriction on distributions described herein or in the Plan) if, immediately prior to such deemed distribution, the Litigation Trust had distributed all of its other assets (valued at their tax book value) to the Beneficiaries and timely file or shall cause Other Distributees in accordance with the Distribution Schedule (treating all Claims that are Disputed as if they were Allowed Claims), in each case up to be prepared and timely filed (i) any Tax Return of a member the tax book value of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) assets treated as contributed by such holders, adjusted for prior taxable income and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group 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 loss and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). Seller all prior and concurrent distributions from the Litigation Trust; and (b) allocations of taxable loss of the Litigation Trust shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least fifteen (15) days prior determined by reference to the due date for filing such Tax Returns (taking into account any extensions) and Purchaser manner in which an economic loss would be borne immediately after a liquidating distribution of the remaining Litigation Trust Assets. For these purposes, the tax book value of the Litigation Trust Assets shall timely file or cause to be timely filed such Tax Returns. If Purchaser objectsequal the fair market value of the Litigation Trust Assets on the Effective Date, Purchaser shall provide such objection adjusted in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in accordance with tax accounting principles prescribed by the immediately preceding sentence (or any notification or election relating thereto) without IRC, the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a)Treasury Regulations, and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner other applicable administrative and on a timeline requested by Seller, which information judicial authorities and timeline shall be consistent with the past practice of the relevant member of the Alkali Grouppronouncements.

Tax Returns. (a) Seller Buyer shall prepare and timely file or shall cause to be prepared and timely filed (i) any when due all Tax Return of a member of the Seller Group or of an Affiliated Group Returns that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) are required to be filed by or with respect to the Companies. Buyer shall deliver any member of the Alkali Group 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). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required relating to be filed after the Closing Date Straddle Periods to Seller for its review at least fifteen (15) 30 days prior to the due date for filing. Buyer shall, prior to filing such Tax Returns (taking into account Returns, make any extensions) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information changes reasonably requested by Seller that solely affect Seller’s liability under Section 7.8(a) (and, for the avoidance of doubt, do not, and could not reasonably be expected to, affect the Tax liability or Tax assets of Buyer or the Companies or any of their Affiliates except to facilitate the preparation extent Seller is liable for such Tax liability under Section 7.8(a)), provided such changes are delivered to Buyer at least 15 days prior to the due date for filing. With respect to such changes that affect Seller’s liability under Section 7.8(a) but which are not described in the parenthetical in the previous sentence, if Buyer objects to making such changes, Buyer shall only be obligated to make such changes if an Expert, selected in accordance with the Expert Selection Process, determines that such changes cause the relevant Tax Return to be a more accurate reflection of applicable Law, with the costs (including the fees of the Expert) related to such determination borne by Buyer if Buyer is obligated pursuant to this sentence to make such changes and filing of any otherwise borne by Seller. Any such Tax Returns described in this Section 7.4(a), and Purchaser relating to Straddle Periods shall use commercially reasonable efforts to prepare (or cause to be prepared) such information prepared in a manner and on a timeline requested by Sellerthat is consistent, which information and timeline shall be consistent in all respects, with the past prior practice of the relevant member Companies (including prior Tax elections and accounting methods or conventions made or utilized by the Companies), except as otherwise required by the transactions contemplated by the Original Purchase Agreement or as required by Law. Upon the written request of Buyer setting forth the Alkali Groupamount owed, Seller shall pay to Buyer, no later than ten days prior to the due date for the applicable Tax Return, the Taxes for which Seller is liable pursuant to this Agreement but which are payable with any Tax Return to be filed by Buyer or any of its Affiliates (including the Companies) pursuant to this Agreement.

Tax Returns. (ai) Seller Seller, at its sole cost and expense, shall (A) prepare and timely file (or cause each Company and its Subsidiaries to prepare and timely file) all Tax Returns of each Company and each Subsidiary of each Company due on or prior to the Closing Date (specifically including, without limitation, all 2018 Tax Returns) (the “Pre-Closing Tax Returns” or the “Seller Prepared Returns”); and (B) timely pay (or cause each Company or its Subsidiaries to timely pay) all Taxes that are shown as payable with respect to any Seller Prepared Returns. Each Seller Prepared Return shall cause to be prepared in accordance with existing procedures and timely filed (i) any Tax Return practices and accounting methods of a member Company or the applicable Subsidiary of a Company. Each Company Return due after the Seller Group or of an Affiliated Group Closing Date that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required needs to be filed by a Company or with respect to any member Subsidiary of the Alkali Group for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller Company 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). Seller shall deliver, or cause to be delivered, submitted to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date for review at least fifteen thirty (1530) days prior to the due date for filing such of the Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed such Tax ReturnsReturn. If Purchaser objectsobjects to any item on any such Tax Return, Purchaser shall provide such objection in writing to Seller it will, within ten (10) days after delivery of receipt of such Tax Return, notify Seller in writing that it so objects, specifying with particularity any such Pre-Closing Separate Tax Return item and stating the specific factual or legal basis for any such objection. If a notice of objection is duly delivered, Purchaser and Seller shall consider will negotiate in good faith any reasonable comments received from and use their best efforts to resolve such items. If Purchaser and Seller are unable to reach such agreement within five (5) days after receipt by Seller of the notice of objection, the disputed items will be submitted to a nationally recognized independent accounting firm (the “Referee”), chosen by and mutually acceptable to both Purchaser shall cooperate and Seller within two (2) days of the date on which the need to choose the Referee arises. The Referee will resolve any remaining disagreementdisputed item within five (5) days of having the item referred to it pursuant to such procedures as it may require. The parties will promptly act to implement the decision of the Referee. The costs, fees and expenses of the Referee will be shared equally between Seller, on the one hand, and Purchaser, on the other. If a disputed issue is not resolved by the due date for the Tax Return (taking into account all available extensions), the Tax Return will be filed as prepared, and an amended Tax Return will be filed if necessary to reflect the Referee’s decision. Purchaser shall not amend or revoke any Tax Return described in cause the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Company to file all applicable Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause Prepared Returns timely and to be filed, amended Pre-Closing Separate Tax Returns. delivered to Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in accordance with this Section 7.4(a13(b)(i), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali Group.

Tax Returns. (ai) Seller shall prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group 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 prepared, at Seller’s expense, all Income Tax Return Returns of the Company and any Pre-Closing Separate Tax Return that is required to be filed its Subsidiaries for all taxable periods ending on or before prior to the Closing Date (taking into account any extensions). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that have not yet been filed and are required to be filed after the Closing Date Date, including the Seller Group’s consolidated return for U.S. federal income Tax purposes. The Seller Group shall include the Company and its Subsidiaries on its consolidated U.S. federal income Tax Return and any other consolidated Tax Returns for the period up to and including the Closing Date. Seller shall pay or cause to be paid any Taxes due in respect of such Tax Returns. With respect to any income Tax Return of the Company or any Subsidiary that is not a combined, consolidated or unitary Tax Return that includes the Company or any Subsidiary (each a “Standalone Tax Return”), the Seller shall prepare such Tax Return consistent with past practice unless otherwise required by applicable Law and Seller shall provide, or cause to be provided, to the Purchaser a draft of any such Tax Return at least 30 days prior to the due date, giving effect to extensions thereto, for filing such Tax Return, for review by the Purchaser; provided, however, if Seller shall fail to provide any such Standalone Tax Return due after the Closing Date to Purchaser as set forth in this Section 10.02(a)(i), Purchaser may prepare and file such Tax Return at Seller’s expense. The Purchaser shall file such Standalone Tax Returns, and Seller shall pay or cause to be paid to the Purchaser any Taxes of the Company and its Subsidiaries due in respect of such Standalone Tax Returns at least ten (10) days before the date on which the Purchaser or the Company or its Subsidiaries would be required to pay such Taxes to the extent such Taxes were not taken into account to reduce the purchase price through Indebtedness or Net Working Capital, each as finally determined pursuant to Section 1.04 (and, for the avoidance of doubt, Purchaser shall pay or cause to be paid any such finally determined Taxes taken into account in Indebtedness or Net Working Capital, each as finally determined pursuant to Section 1.04, to the applicable taxing authority). The Purchaser and Seller agree to deduct the Transaction Tax Deductions on the Closing Date to the maximum extent permitted by applicable Law and shall file all Tax Returns consistently therewith. The Purchaser shall notify Seller of any reasonable objections the Purchaser has to any items set forth on a draft Standalone Tax Return delivered by Seller to Purchaser for review and the Purchaser and Seller agree to consult and resolve in good faith any such objection. If the parties cannot resolve any such objections within fifteen (15) days prior after Seller submits such Tax Return to the due date for filing such Tax Returns (taking into account any extensions) Purchaser, the item in question shall be resolved by the Dispute Advisory Firm the fees and Purchaser expenses of which shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested borne by Seller, which information on the one hand, and timeline shall be consistent with the past practice Purchaser, on the other hand, in that percentage of the relevant member fees and expenses of the Alkali GroupDispute Advisory Firm equal to the proportion (expressed as a percentage and determined by the Dispute Advisory Firm) of the dollar value of the disputed amounts determined in favor of the other party by the Dispute Advisory Firm.

Tax Returns. (a) Seller shall prepare Xxxx will be responsible for, and timely file or shall will cause to be prepared and timely filed (i) any duly filed, all Tax Return of a member Returns of the Seller Group or of an Affiliated Group Acquired Entities that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group 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 are required to be filed on or before the Closing Date Date, and all consolidated, combined and unitary Tax Returns that include Xxxx and any Subsidiary of Xxxx (taking into account other than DAL and its subsidiaries) for any extensions). Seller shall deliverperiod (including any Tax Returns that relate to items of the Acquired Entities and the Business that are required to be reported on such consolidated, combined, or unitary Tax Returns as required by applicable Legal Requirements), and Xxxx shall pay any Taxes due in respect of such Tax Returns for which it is liable under Section 9.1. ITOCHU shall prepare or shall cause to be delivered, to Purchaser prepared all Pre-Closing Separate Tax Returns of the Acquired Entities (other than Tax Returns that are prepared by Xxxx pursuant to the first sentence of this Section 9.2) that are required to be filed after the Closing Date at least fifteen (15including with respect to Straddle Periods) and shall pay all Taxes shown as due on those Tax Returns (provided that Xxxx shall be responsible for the payment of any such Taxes to the extent they are attributable to the Pre-Closing Tax Periods). All Tax Returns with respect to any period ending on or before the Closing Date or any Straddle Period that are prepared pursuant to this Section 9.2 shall be prepared in a manner consistent with similar Tax Returns heretofore filed by or with respect to the Acquired Entities, except as required by applicable Legal Requirements. ITOCHU shall provide Xxxx with drafts of all Tax Returns prepared by it pursuant to this Section 9.2, to the extent such Tax Returns reflect a Tax Liability for which Xxxx is responsible under this Agreement or reflects a Tax refund to which Xxxx is entitled under this Agreement, no later than thirty (30) days prior to the due date thereof. Xxxx shall have the right to review and provide comments on such Tax Returns during the fifteen (15) day period following the receipt of such Tax Returns. Xxxx and ITOCHU shall consult with each other and attempt in good faith to resolve any issues arising as a result of any such Tax Returns, and, if they are unable to do so, the disputed items shall be resolved (within a reasonable time, taking into account the deadline for filing such Tax Returns (taking into account any extensionsReturn) by an internationally recognized independent accounting firm chosen by both Xxxx and Purchaser ITOCHU. Upon resolution of all such items, the relevant Tax Return shall timely file or cause to be timely filed on that basis. The costs, fees and expenses of such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline accounting firm shall be consistent with the past practice of the relevant member of the Alkali Groupborne equally by Xxxx and ITOCHU.

Tax Returns. (a) Seller shall Sellers’ Representative will prepare and timely file file, or shall cause to be prepared and timely filed (i) any filed, all Tax Return of a member Returns of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group Company for any taxable period that ends periods ending on or before the Closing Date (a “Pre-Closing Separate but not, for the avoidance of doubt, any Tax Return”). Seller shall timely file or cause Returns of the Company relating to be timely filed any Combined Tax Return taxable period ending after and any Pre-Closing Separate Tax Return that is required to be filed on or before including the Closing Date (taking into account any extensionsa “Straddle Period”). Seller shall deliver), whether filed prior to or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date Date, which includes for the avoidance of doubt includes the final S corporation federal, state and local income and franchise Tax Returns of Company for the taxable period ending on the Closing Date. All such Tax Returns shall be filed consistent with the 338(h)(10) Election and with past practice, except as required by applicable Law or as explicitly required by this Agreement. Seller’s Representative shall submit all such returns to Buyer at least fifteen twenty (1520) days prior to the due date of the applicable return for filing Buyer’s reasonable comment and approval. Sellers shall bear all Taxes shown as due on any such returns except to the extent included in the computation of Closing Working Capital. Buyer or the Company shall prepare and file all Tax Returns (“Buyer Prepared Returns”) of the Company that are not being prepared and filed by the Sellers’ Representative in accordance with the preceding sentence. In the case of any Buyer Prepared Tax Return that could form the basis for an indemnity claim against the Sellers under this Agreement or could affect their Tax liability (each an “Applicable Tax Return”, such Applicable Tax Returns shall be filed consistent with past practice, except as require by Applicable Law or as explicitly required by this Agreement. Buyer shall provide the Sellers’ Representative with a copy of any such Applicable Tax Return for his review and approval at least thirty (30) calendar days prior to the due date (taking into account any applicable extensions) of such Applicable Tax Return. If Sellers’ Representative objects to any item on any such Applicable Tax Return, Sellers’ Representative shall, within ten days after delivery of such Applicable Tax Return, notify Buyer in writing that it so objects, specifying with particularity any such item and Purchaser stating the specific factual or legal basis for any such objection. If a notice of objection shall timely file or be duly delivered, Buyer and Sellers’ Representative shall negotiate in good faith and use their reasonable commercial efforts to resolve such items. If Buyer and Sellers’ Representative are unable to resolve any disputed items before the due date for such Applicable Tax Return (taking into account applicable extensions), the Applicable Tax Return shall be filed as prepared by the Buyer; provided that Sellers’ Representative and Buyer shall continue their good faith negotiations and the Applicable Tax Return so filed shall be amended (if necessary) to reflect the resolution ultimately agreed to by Sellers’ Representative and Buyer. Subject to Section 4.1(d), Buyer shall cause to be timely filed such paid and discharged all Taxes shown due on any Buyer Prepared Returns before the same shall become delinquent and before penalties accrue thereon. The parties hereto agree that any income Tax Returns. If Purchaser objectsdeduction arising from the bonuses, Purchaser unpaid Sale Bonuses, option cashouts, option payments, performance or phantom units, transaction expenses, banker and advisor fees, Unpaid Sellers’ Transaction Expense or other compensation payments made by the Company in connection with the sale of the Shares pursuant to this Agreement shall provide such objection in writing be allocable to Seller within ten (10) days of receipt of any such Pre-Closing Separate the final federal and state S corporation income and franchise Tax Return of the Company ending on the Closing Date and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate be for the benefit of the Sellers to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be extent consistent with the past practice of the relevant member of the Alkali Groupand in compliance with applicable Law.

Tax Returns. (a) The Seller shall prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group 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). Seller shall deliverduly prepare, or cause to be deliveredprepared, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least fifteen (15) days prior to the due date for filing such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended on a timely basis all Tax Returns with respect to the Company for any taxable periods ending on or before the Closing Date ("Pre-Closing Separate Tax Periods"). Such Tax Returns shall be filed on a basis consistent with the Company's past practice in filing its Tax Returns. If such a Tax Return must be signed on behalf of the Company, Purchaser shall promptly provide (or cause it 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 7.4(a), and so signed. Purchaser shall use commercially reasonable efforts to prepare (duly prepare, or cause to be prepared, and file, or cause to be filed, all Tax Returns with respect to the Company for any taxable periods beginning after the Closing Date ("Post-Closing Tax Periods") and for any taxable period which includes but does not end on the Closing Date ("Straddle Period"). Unless Seller's written consent is first obtained, Purchaser shall not take any action which would in any way alter the balance of Taxes owing or Tax refunds or credits obtainable with respect to any Pre-Closing Tax Periods. For purposes of this Agreement, in the case of any Straddle Period, Taxes of the Company ("Pre-Closing Straddle Tax Liability") for the portion of any Straddle Period (a "Pre-Closing Straddle Period") ending on and including the Closing Date shall, where possible, be computed as if such information taxable period ended as of the close of business on the Closing Date. For purposes of the foregoing, any items attributable to a Straddle Period which cannot be taken into account in a the manner and on a timeline requested by Seller, which information and timeline so provided shall be consistent with allocated to the past practice Pre-Closing Straddle Period for purposes of determining the Pre-Closing Straddle Tax Liability, pro rata, based upon the number of days in the Pre-Closing Straddle Period, as compared to the total number of days in the Straddle Period, provided that if any Straddle Period Tax is based on income, then such allocation shall be based upon the amount of net income of the relevant member Company during such Pre-Closing Straddle Period as compared to the total net income in the Straddle Period. Unless otherwise indicated, a Pre-Closing Straddle Period shall be treated as a "Pre-Closing Tax Period" for purposes of this Agreement. If there is a Tax Audit adjustment relating to any Pre-Closing Tax Period and a Post-Closing Tax Period which is the result of an income or deduction timing difference, the parties will use best efforts to minimize any potential penalties associated with any additional Tax and interest attributable to the Audit adjustment and there shall be an adjusting payment by (i) the party as to whom the liability for Taxes for which that party is responsible is decreased as a result of the Alkali Groupadjustment to (ii) the party as to whom the liability for Taxes for which that party is responsible is increased as a result of the adjustment, such payment to be in the amount equal to the lesser of the amount of such decrease or the amount of such increase. For purposes of the immediately preceding sentence, Seller shall be considered responsible for Tax liability for Pre-Closing Tax Periods and the Company shall be considered responsible for Tax liability for Post-Closing Tax Periods.

Tax Returns. (a) Seller shall prepare and timely file or shall cause to be prepared and timely filed (i) any combined, consolidated or unitary Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group Group, on the one hand, and any of the Transferred Entities, on the other hand (including any 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 any member of the Alkali Group Transferred Entities 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 for a Straddle Period 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 Transferred Entities (or of Seller with respect to the Transferred Entities), except as required by applicable Law. Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least fifteen (15) days prior to the due date for filing such Tax Returns (taking into account any extensions) ), together with payment for any Excluded Taxes shown as due on such Tax Returns, and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Combined Tax Return described in the immediately preceding sentence or any Pre-Closing Separate Tax Return (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Notwithstanding Section 7.7(c), Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali GroupTransferred Entities, as applicable.

Tax Returns. (a) Seller shall prepare The Prospect Parties will be responsible for causing the preparation and timely file or shall cause to be prepared and timely filed (i) any Tax Return filing of a member of the Seller Group or of an Affiliated Group all tax returns that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) are required to be filed by or with respect to any member StarCare for the periods commencing January 1, 2004 and which continue thereafter, and the Shareholder is responsible for causing the preparation and filing of the Alkali Group 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). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns tax returns that are required to be filed after the Closing Date at least fifteen (15) days by or with respect to StarCare for all periods prior to January 1, 2004. The Prospect Parties will be responsible for causing the preparation and filing of all tax returns that are required to be filed by or with respect to APAC and/or Pinnacle for the periods commencing February 1, 2004 and which continue thereafter, and the Shareholder is responsible for causing the preparation and filing of all tax returns that are required to be filed by or with respect to APAC and/or Pinnacle for all periods prior to February 1, 2004. The Shareholder shall be responsible for and liable for any Taxes due, with respect to StarCare, for the StarCare/Shareholder Tax Period which has not been properly accrued on the December Interim Financial Statements for the period ending December 31, 2003. The Shareholder shall be responsible for and liable for any Taxes due, with respect to APAC and/or Pinnacle, for the APAC/Pinnacle/Shareholder Tax Period for the period ending January 31, 2004. No later than 30 days before the due date for filing such Tax Returns any tax return described in this subsection (taking into account any extensionsc) and Purchaser shall timely file or cause which is required to be timely filed prepared by the Prospect Parties after Closing involving any StarCare/Shareholder Tax Period or APAC/Pinnacle/Shareholder Tax Period, the Prospect Parties will deliver such Tax Returnstax return to Shareholder for Shareholder’s review. If Purchaser objects, Purchaser shall provide such objection in writing The Prospect Parties and Shareholder will attempt to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider resolve in good faith any reasonable comments received from Purchaser disagreement arising out of any tax return. If any such disagreement cannot be resolved, the Prospect Parties and Seller and Purchaser shall cooperate Shareholder will jointly select an independent accounting firm to act as an arbitrator to resolve such disagreement in accordance with the terms of this Agreement. The independent accounting firm’s determination with respect to any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in such tax return will be final and binding upon the immediately preceding sentence parties and all parties will file (or any notification or election relating theretoamend, if applicable) without their respective tax returns in accordance with such determination. Any fees and expenses related to the prior written consent engagement of Seller (which consent shall not the independent accounting firm will be unreasonably withheldshared equally by the Prospect Parties, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate on the preparation and filing of any Tax Returns described in this Section 7.4(a)one hand, and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and Shareholder, on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali Groupother hand.

Tax Returns. (ai) Seller Sellers or their designees shall prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group file or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required cause to be filed by or with respect all required Tax Returns relating to any member of the Alkali Group Conveyed Companies (A) for any taxable period that ends ending on or before the Closing Date and (a “Pre-Closing Separate B) for any other taxable period beginning before June 29, 2007. Before filing any such Tax Return”). Seller , Sellers shall timely file or cause provide Purchasers with a copy of such Tax Return, workpapers and other documentation relevant 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). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate preparation of such Tax Returns that are required to be filed after the Closing Date at least fifteen thirty (1530) days prior to the due last date for timely filing such Tax Returns Return (taking into account giving effect to any extensionsvalid extensions thereof) and accompanied by a statement calculating in reasonable detail Purchaser’s indemnification obligation, if any, pursuant to Section 5.10(a); provided, however, that Sellers shall not be obligated to provide Purchaser shall timely file with a copy of any Tax Return for which Sellers or cause their Affiliates do not have filing responsibility under the Tax Sharing Agreement (such returns hereafter referred to be timely filed as “Tyco-Prepared Returns”) at a date sooner than one (1) day after the actual receipt by them of a copy of such Tax Return. If Purchaser agrees with Sellers’ preparation of such Tax Returns. If Purchaser objects, Purchaser shall provide written notice of their consent to Sellers no later than ten (10) or, in the case of Tyco-Prepared Returns, six (6) days prior to the last date for timely filing such objection Tax Return (giving effect to any valid extensions thereof) and Sellers may file such Tax Returns as prepared. If Purchaser agrees with Sellers’ calculation of Purchaser’s indemnification obligation, Purchaser shall pay to Sellers the amount of Purchaser’s indemnification at the time specified in writing to Seller Section 5.10(a)(v). If Purchaser does not agree with Sellers’ preparation of such Tax Return and/or the calculation of Purchaser’s indemnification obligation, Purchaser shall notify Sellers of its disagreement within ten (10) days of receipt receiving a copy of any such Pre-Closing Separate Tax Return and Seller Sellers’ calculation. The Parties shall consider act in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreementsuch dispute. Purchaser If the Parties cannot resolve such dispute, unless otherwise provided in the next sentence, such dispute shall not amend or revoke any be resolved in accordance with Section 5.10(g). Notwithstanding Section 5.10(g), if such Tax Return described in is filed by a party other than Sellers or their Affiliates under the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheldTax Sharing Agreement, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser Sellers shall use commercially its reasonable best efforts to prepare (or cause represent Purchaser’s interest and to be prepared) resolve such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent disagreement with the past practice of relevant party under the relevant member of the Alkali GroupTax Sharing Agreement.

Tax Returns. (a) Seller Purchaser shall prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group 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). Seller shall deliverprepare, or cause to be deliveredprepared, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least fifteen (15) days prior to the due date for filing such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-on a timely basis and on a basis consistent with applicable law and past practice all Tax Returns with respect to the Company and any Company Subsidiary for taxable periods ending on or prior to the Closing Separate Date and required to be filed thereafter (the “Prior Period Returns”), and all Tax Returnsperiods that begin before the Closing Date and end after the Closing Date (collectively, the “Straddle Periods” and each a “Straddle Period”). Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing a draft copy of any such Tax Returns described in this Section 7.4(a)to the Sellers’ Representative for its review at least ten Business Days prior to the due date thereof. The Sellers’ Representative shall provide its comments to Purchaser at least five Business Days prior to the due date of such returns, and Purchaser shall use commercially reasonable efforts make all changes requested by the Sellers’ Representative in good faith (unless Purchaser is advised in writing by its independent outside accountants or attorneys that such changes (i) are contrary to applicable law, or (ii) will, or are likely to, increase the post-Closing Tax liabilities of Purchaser or any of its Affiliates. In the event that Purchaser and Sellers’ Representative are unable to resolve any dispute regarding the proper reporting of any items on such Tax Returns, such dispute shall be submitted to a mutually acceptable accounting firm, the decision of which shall be binding on both Purchaser and Sellers. To the extent such Taxes have not been accrued or otherwise reserved for on the Closing Balance Sheet and included in the calculation of Closing Working Capital, the Sellers shall be responsible for all Taxes with respect to the Company and any Company Subsidiary (i) shown to be due on such Prior Period Returns or (ii) shown to be due on Straddle Period Returns to the extent such Taxes relate to the portion of such Straddle Period ending on the Closing Date (the “Pre-Closing Tax Period”). Purchaser and Sellers agree that Purchaser will utilize Company’s historic accounting firm to prepare (any Prior Period Returns that such firm historically prepared and that Sellers will be responsible for the expenses related to such firm’s preparation of such Tax Returns. To the extent Purchaser prepares any Prior Period Returns itself or cause utilizes a firm other than Company’s historic accounting firm to prepare such Tax Returns, Purchaser will be prepared) responsible for the expenses related to the preparation of such information in a manner and on a timeline requested Tax Returns. Confidential Treatment is Requested by SellerBroadridge Financial Solutions, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali Group.Inc. Pursuant to 17 C.F.R. 200.83

Tax Returns. (a) Seller Oak and Nordco shall prepare and timely file all Tax returns (including all final returns with the appropriate Tax authorities reflecting the change in Nordco's ownership as of the Closing Date) and Oak shall pay all Taxes relating to the business or operations of Nordco or ownership of the Nordco Stock prior to the Closing Date; on the Closing Date and thereafter, the Buyer and Nordco, as the case may be, shall cause prepare and file all Tax returns and pay all Taxes relating to be prepared and timely filed (i) the business or operations of Nordco or ownership of the Nordco Stock on or after the Closing Date. Consistent with the foregoing, for any Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group for any taxable period that ends on or ending before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller Date, Nordco and Oak shall timely prepare and 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 applicable extensions). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least fifteen (15) days prior to the due date for filing such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-all Tax returns for Nordco, and Oak shall pay in full and in a timely manner (taking into account any applicable extensions) any and all Taxes that shall become due or payable on account of Nordco's business or operations, or the ownership of the Nordco Stock prior to the Closing Separate Date. Oak agrees that in preparing and filing all Tax Returnsreturns relating to the business, operations or ownership of the Nordco Stock prior to the Closing Date, it shall prepare such Tax returns in a manner consistent with its prior tax and accounting positions and methodologies. Purchaser Oak agrees that it shall promptly provide (Nordco's accountants with a copy, prior to the filing of the same, of all Tax returns for Nordco prepared by Oak on or cause after the date hereof relating to be provided) Nordco's business, operations, or the ownership of the Nordco Stock prior to Seller the Closing Date. Following the Closing, with respect to any information Tax return or other Tax matter relating to any Tax period before the Closing Date, the Buyer, Nordco and Oak shall cooperate fully, as and to the extent reasonably requested required by Seller to facilitate the each other, in connection with preparation and filing of Tax returns on or after the Closing Date. It is expressly agreed that Oak shall have the right to any Tax Returns described refunds or other similar payments relating to Nordco, its business or operations arising in this Section 7.4(a)connection with any Tax period prior to the Closing Date, and Purchaser that the Buyer or Nordco, as the case may be, shall use commercially reasonable efforts promptly reimburse or pay over to prepare (or cause to be prepared) Oak any such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali Groupamounts upon receipt.

Tax Returns. (a) Seller Without limiting Purchaser’s indemnification rights pursuant to Section 11.2(b), after the Closing Date, Purchaser shall prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group file (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group 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). Seller shall deliver, or cause to be delivered, to Purchaser filed) all Pre-Closing Separate Tax Returns with respect to Asset Taxes that are required to be filed after the Closing Date at least fifteen that relate to any Tax period ending before the Effective Date or any Straddle Period on a basis consistent with past practice except to the extent otherwise required by Law; provided that Purchaser shall use its reasonable best efforts, taking into account that the due date for a Tax Return may be contemporaneous with the closing of a Tax period, to submit each such Tax Return to Seller for its review and comment reasonably in advance of the due date therefor, and Purchaser shall incorporate any reasonable comments received from Seller up to five (155) days prior to the due date for filing therefor and timely file any such Tax Returns Return, and (taking into account any extensionsii) and Purchaser shall timely file pay (or cause to be timely filed such paid) prior to delinquency, all Asset Taxes relating to any Tax Returnsperiod that ends before or includes the Effective Date that become due after the Closing Date. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days In the case of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in clause (i) that includes Asset Taxes that are allocable to Seller pursuant to Section 9.1(a), Purchaser shall send to Seller a statement that apportions the immediately preceding sentence Asset Taxes shown on such Tax Return between Purchaser and Seller in accordance with Section 9.1(a). Such statement shall be accompanied by proof of Purchaser’s actual payment of such Asset Taxes. Within ten (10) Business Days of receipt of each such statement and proof of payment, Seller shall reimburse Purchaser for the portion of such Asset Taxes allocated to Seller in accordance with Section 9.1(a), except to the extent such Asset Taxes have decreased the Purchase Price pursuant to Section 2.3(i). Unless required by applicable Law or any notification or election relating thereto) without the with Seller’s prior written consent of Seller (which consent shall not to be unreasonably withheld, conditioned or delayed). At Seller’s request, neither Purchaser or any of its Affiliates shall file, or cause to be filed, any amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause Return with respect to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of Assets for any Tax period ending prior to the Effective Date or for any Straddle Period. The Parties agree that (A) this Section 9.2 is intended to solely address the timing and manner in which certain Tax Returns described relating to Asset Taxes are filed and the Asset Taxes shown thereon are paid to the applicable taxing authority and (B) nothing within this Section 9.2 shall be interpreted as altering the manner in which Asset Taxes are allocated and economically borne by the Parties. Notwithstanding anything to the contrary in this Agreement, Seller will not consent to revoke or not make an election pursuant to Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice 6226 of the relevant member of Code, in each case, pursuant to the Alkali GroupTax Partnership Agreement for any Tax period beginning prior to the Effective Date.

Tax Returns. (a) Seller Stockholders shall have the right to cause the Company to prepare and timely file or shall cause to be prepared the United States federal income and timely filed (i) any California Franchise Tax Return of a member Returns of the Seller Group or of an Affiliated Group that includes any member of Company for the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group for any taxable period that ends periods ending 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). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least fifteen (15) days prior to the due date for filing Closing Date. Stockholders shall provide Buyer an opportunity to review and approve of, all such Tax Returns (taking into account any extensions) of the Company for taxable periods after the Company converted from subchapter "S" status to subchapter "C" status, which approval may not be unreasonably withheld and Purchaser which review and approval shall timely file or cause be limited to be timely filed determining whether a position taken in such Tax ReturnsReturns could adversely affect another taxable period of the Company. If Purchaser objectsBuyer should withhold such approval, Purchaser it shall provide such objection in writing to Seller notify Stockholders within ten (10) days Business Days of receipt of any such Pre-Closing Separate the Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate Returns of its disapproval or otherwise waive its right to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in challenge the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser The parties shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall then use commercially reasonable efforts to prepare resolve such disagreement. If the parties remain unable to resolve such disagreement within ten (10) Business Days of notice of disagreement from Buyer to Stockholders, Stockholders shall retain a "Big Six" national accounting firm, other than KPMG Peat Marwick LLP or cause Ernst & Young LLP (the "Tax Arbitrator"), to be prepared) determine whether the Tax Returns were prepared in accordance with prudent tax practices. If the Tax Arbitrator determines that such information Tax Returns were prepared in a manner and on a timeline requested by Sellersuch manner, which information and timeline then the Tax Returns shall be consistent filed with the past practice of respective governmental agency in the relevant member of manner prepared by Stockholders and Buyer shall be responsible for all costs incurred by the Alkali GroupTax Arbitrator in resolving the dispute. If the Tax Arbitrator determines that such Tax Returns were not prepared in accordance with prudent tax practices, then the Tax Returns shall be filed in the manner directed by the Tax Arbitrator and Stockholders shall be responsible for all costs incurred by the Tax Arbitrator in resolving the dispute.

Tax Returns. (a) Seller shall prepare The Borrower and timely file or shall cause to be prepared its Subsidiaries have filed all United States federal income tax returns and timely filed (i) any all other material Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group 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). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns returns that are required to be filed after by them (the Closing Date at least fifteen (15) days prior to the due date for filing such Tax Returns (taking into account any extensions"Returns") and Purchaser shall timely file or cause have paid all Taxes shown to be timely filed due and payable on such Tax Returns. If Purchaser objectsreturns or pursuant to any assessment received by the Borrower or any Subsidiary, Purchaser shall provide except such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider Taxes, if any, as are being contested in good faith any reasonable comments received from Purchaser and Seller as to which adequate reserves have been provided in accordance with GAAP. The Returns accurately reflect in all material respects all liability for taxes of the Borrower and Purchaser shall cooperate to resolve any remaining disagreementits Subsidiaries as a whole for the periods covered thereby. Purchaser shall not amend The charges, accruals and reserves on the books of the Borrower and its Subsidiaries in respect of taxes or revoke any Tax Return described other governmental charges are, in the immediately preceding sentence (opinion of the Borrower, adequate in all material respects. As of the Effective Date, there is no action, suit, proceeding, investigation, audit, or claim now pending or, to the best knowledge of the Borrower or any notification of its Subsidiaries, threatened by any authority regarding any United States federal or election state income taxes relating thereto) without to the prior written consent Borrower or any of Seller (which consent shall its Subsidiaries, except as could not reasonably be unreasonably withheldexpected to result in a material liability of the Borrower and its Subsidiaries taken as a whole. As of the Effective Date, conditioned neither the Borrower nor any of its Subsidiaries has entered into an agreement or delayed). At Seller’s request, Purchaser shall filewaiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of United States federal and state income taxes of the Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries not to be filedsubject to the normally applicable statute of limitations, amended Pre-Closing Separate Tax Returnsexcept as could not reasonably be expected to result in a material liability of the Borrower and its Subsidiaries taken as a whole. Purchaser shall promptly provide None of the Borrower or any of its Subsidiaries has incurred, or will incur, any material tax liability in connection with the Transaction (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate it being understood that the preparation and filing of any Tax Returns described representation contained in this Section 7.4(a)sentence is not made as to any future tax liabilities of the Borrower or any of its Subsidiaries arising as a result of the operation of their businesses in the ordinary course of business, and Purchaser shall use commercially reasonable efforts is not made as to prepare (any tax liability that may be allocated to the Borrower or cause any of its Subsidiaries pursuant to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice Section 11.5 of the relevant member of the Alkali GroupMerger Agreement).

Tax Returns. (a) Seller Buyer shall prepare and timely file file, or shall cause to be prepared and timely filed (i) any all Tax Return of a member Returns of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) Company and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group 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). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are its Subsidiaries required to be filed after the Closing Date at least fifteen (15) Date. To the extent that any Tax Returns are to be filed by the Company or any of its Subsidiaries for any taxable period ending on or before the Closing Date, such Tax Returns shall be prepared in a manner consistent with past practice, except as otherwise required by applicable Law. Buyer shall provide Seller with copies of completed drafts of such Tax Returns no later than 30 days prior to the due date for filing thereof (including applicable extensions) for Seller’s review and approval. In the event that the Company or any Subsidiary is treated as a pass-through entity other than a disregarded entity for US federal income tax or for state income tax purpose for any taxable period or portion thereof ending on or prior to the Closing Date, Buyer shall make any revisions to such Tax Returns (taking into account any extensions) requested by Seller that relate to the Tax liability of Seller or a direct or indirect owner of an interest in Seller. Except as provided herein, Buyer shall be responsible for all Taxes of the Company and Purchaser shall timely file or cause its Subsidiaries due and payable with respect to be timely filed such Company and Subsidiary Tax Returns. If Purchaser objectsNotwithstanding the foregoing, Purchaser shall provide such objection in writing to Seller within ten and for the avoidance of doubt, (10i) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent Buyer shall not be unreasonably withheldrequired to pay or have any liability for any Taxes imposed on a direct or indirect owner of an interest in Seller on a pass-through basis as a result of its ownership of Seller and (ii) Buyer shall not be responsible or liable for or required to pay for any withholding Taxes imposed on the Seller, conditioned the Company and its Subsidiaries resulting from the Seller’s, the Company’s or delayed). At Seller’s request, Purchaser shall file, or cause its Subsidiaries’ status as a pass-through entity that relate to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing income Taxes of any Tax Returns described indirect owner of an interest in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts Seller (including but not limited to prepare (or cause to be prepared) such information in any withholding Taxes due as a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice result of the relevant member non-resident status of the Alkali Groupa direct or indirect owner of Seller).

Tax Returns. (a) Seller Seller, or the affiliated group filing a consolidated federal income Tax Return of which it is a member, shall prepare and timely file or shall cause to be prepared and timely filed when due (taking into account all extensions properly obtained) (i) any all Tax Return of a member of the Seller Group or of an Affiliated Group Returns that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) are required to be filed by or with respect to any the Acquired Company on a combined, consolidated or unitary basis with Seller or Seller’s regarded single-member of owner, (ii) all other Income Tax Returns that are required to be filed by or with respect to the Alkali Group Acquired Company for any taxable period that ends years or periods ending on or before the Closing Date and (a iii) all other Tax Returns that are required to be filed by or with respect to the Acquired Company (taking into account all extensions properly obtained) on or prior to the Closing Date (the Tax Returns described in Section 10.4(i) – (iii), “Pre-Closing Separate Tax ReturnSeller Returns”). The affiliated group filing a consolidated federal income Tax Return of which Seller is a member shall include the income or loss of the Acquired Company (including any deferred items triggered by Treasury Regulation section 1.1502-13 and any excess loss account under Treasury Regulation Section 1.1502-19) on the consolidated federal income Tax Return of the affiliated group . The income or loss of the Acquired Company shall be apportioned to the period up to and including the Closing Date and the period after the Closing Date by closing the books of the Acquired Company as of the end of the Closing Date. Seller shall permit Buyer to review and comment on each such Seller Return described in clause (ii) or (iii) of the definition thereof and shall not file any such Seller Return without Buyer’s consent, which shall not be unreasonably withheld or delayed. Buyer shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date when due (taking into account any extensions). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the Acquired Company after the Closing Date at least fifteen (15) days prior “Buyer Returns”). Buyer shall permit Seller to the due date for filing such Tax Returns (taking into account any extensions) review and Purchaser shall timely file or cause comment on EAST\173542612.12 each Buyer Return that relates to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such a Pre-Closing Separate Tax Return Period or any Straddle Period and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke file any Tax such Buyer Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior Seller’s written consent of Seller (consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali Group.

Tax Returns. (a) Seller shall prepare and timely file or shall cause to be prepared and timely filed (i) any all Tax Return of a member of Returns with respect to the Seller Group or of an Affiliated Group Purchased Entities, the Purchased Assets, the Assumed Liabilities and the Business that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required are due to be filed by or with respect to any member of the Alkali Group for any taxable period that ends on or before the Closing Date (and such Tax Returns shall, in each case, be prepared in a “Pre-Closing Separate manner consistent with the last previous similar Tax Return”)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. Seller Purchaser shall prepare and timely file or cause to be prepared and 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). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns with respect to the Purchased Entities, the Purchased Assets, the Assumed Liabilities and the Business that are required due to be filed after the Closing Date Date. Any Tax 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 on a basis 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 applicable Law. Purchaser shall provide Seller with a copy of each such proposed Tax Return that is an Income Tax Return that would reasonably be expected to increase the Tax liability of Seller or its Affiliates (including any Purchased Entity prior to the Closing) or serve as the basis for a claim for indemnification pursuant to this Agreement with respect to Indemnified Taxes, at least fifteen thirty (1530) days prior to the filing of such Income Tax Return (or as soon as reasonably practicable if such Income Tax Return is due date within thirty (30) days after the Closing Date) for filing Seller’s review, shall provide Seller such additional information regarding such Tax Returns (taking into account Return as may reasonably be requested by Seller, and shall not file any extensions) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which Seller, such consent shall not to be unreasonably withheld, conditioned or delayed. To the extent allowed by applicable Law (applying a “more likely than not” standard (or higher degree of comfort). At Seller’s request), Purchaser all Transaction Tax Deductions shall file, be included on an applicable Income Tax Return of the Seller or cause to be filed, amended its Affiliates for a Pre-Closing Separate Tax Returns. 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 promptly provide be allocated to a Pre-Closing Tax Period to the extent allowed by applicable Law (applying a “more likely than not” standard (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing higher degree of any Tax Returns described in this Section 7.4(acomfort), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali Group).

Tax Returns. (a) Seller shall prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group 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 all required Tax Returns relating to TV and License Co. for any Combined Tax Return taxable period which ends on or before the Closing Date. Purchaser shall prepare or cause to be prepared and any Pre-Closing Separate Tax Return that is required timely file or cause to be filed all required Tax Returns relating to TV and License Co. for taxable periods ending after the Closing Date and all required Tax Returns for subsequent taxable periods. All such returns shall be prepared and all elections with respect to such returns shall be made, to the extent permitted by law, in a manner consistent with prior practice. Seller shall provide Purchaser with copies of all "pro forma" Tax Returns of, or with respect to, TV and License Co. for any taxable period beginning January 1, 2001 and ending on or before the Closing Date (taking into account any extensions). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least fifteen (15) days prior to the due date for filing such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) Business Days of filing such Tax Returns. Before filing any Tax Return with respect to any Straddle Period, Purchaser shall provide Seller with a copy of such Tax Return at least twenty days of receipt of prior to the last date for timely filing such Tax Return (giving effect to any valid extensions thereof) accompanied by a statement calculating in reasonable detail Seller's indemnification obligation pursuant to Section 9.2 hereof. Notwithstanding anything in this Agreement to the contrary, Seller shall have no indemnification obligation pursuant to Section 9.2 hereof with respect to any Taxes covered by such Pre-Closing Separate Tax Return until Seller has received such Tax Return and such statement. If for any reason Seller does not agree with Purchaser's calculation of its indemnification obligation, Seller shall consider in good faith any reasonable comments received from notify Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any of its disagreement within ten days of receiving a copy of the Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a)Purchaser's calculation, and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline dispute shall be consistent resolved pursuant to the Tax Dispute Resolution Mechanism. If Seller agrees with Purchaser's calculation of its indemnification obligation, Seller shall pay to Purchaser the past practice amount of Seller's indemnification at the relevant member of the Alkali Grouptime specified in Section 9.2(d).

Tax Returns. (a) Seller Following the Closing, the Sellers’ Representative shall prepare and timely file or shall cause to be prepared and timely file or cause to be filed (i) all Tax Returns for the Target Companies for all Pre-Closing Tax Periods that are not filed on or before the Closing Date and shall pay or cause to be paid all Taxes shown as due thereon. Buyer and the Target Companies shall cooperate with the Sellers’ Representative in preparing and filing such Tax Returns, including providing records and information which are reasonably relevant to such Tax Returns, making employees and third-party advisors available on a mutually convenient basis to provide additional information and explanation of any material provided, and signing and delivering to the Sellers’ Representative for filing any Tax Return of a member of the Seller Group or of an Affiliated Group Returns prepared in accordance with this Section 7.08 that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) are required to be filed signed by Buyer or with respect to any member of Target Company. Buyer and the Alkali Group for any taxable period Sellers’ Representative agree that ends such Tax Returns shall include as an income Tax deduction on or before the Closing Date (a x) the amount of any Transaction Expenses (to the extent such amounts are deductible, taking into account the safe harbor contained in IRS Revenue Procedure 2011-29), (y) the employer portion of any employment Taxes on any Transaction Expenses, and (z) the amount of any deferred financing fees written off in connection with the transactions contemplated hereby (collectively for clauses (x) and (y), the “Pre-Closing Separate Transaction Tax ReturnDeductions”). Seller shall timely file or cause to be timely filed any Combined ; provided, however, that, in the event that such Transaction Tax Return and any Pre-Closing Separate Tax Return that is Deductions are required to be filed on or before deferred to a date after the Closing Date as a result of any Tax audit or other Tax proceeding, Buyer shall pay an additional amount to the Sellers’ Representative (on behalf of the Sellers) equal to the amount of such Transaction Tax Deductions multiplied by 40%, when such Transaction Tax Deductions are actually realized and received by the Buyer (or any of its Affiliates) in cash or cash equivalents (after first taking into account such Transaction Tax Deductions before taking into account any other items of income, gain, loss, deduction or credit). To the extent not discussed in the immediately preceding sentence, such Tax Returns shall be prepared in a manner consistent with the past practice of the Target Companies, except as otherwise required by applicable Tax Law or changes in facts; provided that, with respect to any particular item, there is at least substantial authority within the meaning of Treasury Regulation section 1.6662-4(d) for such treatment of the item. In the event that the most recent past practice with respect to the treatment of any item does not meet the foregoing standards, the item shall be addressed and reflected in the applicable Tax Return in a manner that is more likely than not correct. The Sellers’ Representative shall provide Buyer with drafts of any such Tax Returns that are Income Tax Returns no later than thirty (30) days prior to the due date thereof (taking into account any extensions)extensions thereof) and shall permit Buyer to review and comment on such Tax Returns. Seller The Sellers’ Representative shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate consider in good faith any comments made by Buyer on such Income Tax Returns that are required provided by Buyer to the Sellers’ Representative in writing within ten (10) days of receipt of such draft Tax Returns from the Sellers’ Representative. If Buyer and the Sellers’ Representative disagree about whether any such comments should be filed after accepted, the Accounting Firm shall resolve such disagreement in accordance with the provisions of Section 7.08(k) (Dispute Resolution). The Parties agree and acknowledge that the federal Income Tax Returns of the Target Companies for the Tax period that ends on the Closing Date at least will include an election under Section 754 of the Code and, to the extent applicable, an analogous election will be made in each of the state and local Income Tax Returns of the Target Companies for that Tax period. With respect to any such Tax Returns for any Pre-Closing Tax Period that are not Income Tax Returns, the Sellers’ Representative will provide Buyer with drafts of such Tax Returns no later than fifteen (15) days prior to the due date for filing such Tax Returns thereof (taking into account any extensionsextensions thereof) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller the Sellers’ Representative shall consider in good faith any reasonable comments made by Buyer on such Tax Returns that are received from Purchaser in writing by Sellers’ Representative within five (5) days of Buyer’s receipt of such draft Tax Returns. If Buyer and Seller and Purchaser the Sellers’ Representative disagree about whether any such comments should be accepted, the Accounting Firm shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described such disagreement in accordance with the immediately preceding sentence provisions of Section 7.08(k) (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayedDispute Resolution). At Seller’s requestFor avoidance of doubt, Purchaser this Section 7.08(c) shall fileapply to any information returns (such as IRS Forms 1099) filed or issued with respect to any Pre-Closing Tax Period of the Target Companies. In the case of any Straddle Period Return of any of the Target Companies, the Sellers’ Representative shall prepare or cause to be filedprepared the portion of such Straddle Period Return ending on the Closing Date and provide such portion to Buyer for inclusion on such Straddle Period Return, amended Pre-Closing Separate Tax Returns. Purchaser and shall promptly provide (pay or cause to be provided) paid all Taxes allocable to Seller any information reasonably requested by Seller to facilitate such portion of such Straddle Period Returns ending on the preparation and filing Closing Date, in accordance with the preceding provisions of any Tax Returns described in this Section 7.4(a7.08(c), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali Group.

Tax Returns. The Seller Representative shall cause to be timely prepared and filed, at the expense of the Sellers, all Pass-Through Income Tax Returns that relate exclusively to a Pre-Closing Tax Period (abut excluding any Straddle Period) and are required to be filed after the Closing Date by the Company (taking into account any applicable extensions) (“Representative Tax Returns”). The Seller Representative shall be permitted to work with the Company’s historical tax preparer to cause the preparation and filing of such Representative Tax Returns. All Representative Tax Returns shall be prepared (i) in a manner consistent with the past practices of the Company unless otherwise required by Legal Requirements or this Agreement and (ii) so that Transaction Tax Deductions are allocated to a Pre-Closing Tax Period at a “more likely than not” or greater comfort level under applicable Legal Requirements. The Seller Representative, on behalf of the Selling Parties, shall cause to be made an election under Section 754 of the Code for the taxable year of the Company that includes the Closing. At least thirty (30) days prior to the due date for any such Representative Tax Returns (taking into account any applicable extensions), the Seller Representative shall deliver a preliminary draft of such Pass-Through Income Tax Return to Buyer for review and comment and incorporate all reasonable comments timely provided by Buyer in writing prior to such due date. Buyer shall reasonably cooperate with the Seller Representative to file, or cause to be filed, all Representative Tax Returns. Buyer shall prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group 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 all Tax Return and Returns of the Company for any Pre-Closing Separate Tax Return that is required to be filed on Period or before the Closing Date (taking into account any extensions). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns Straddle Period that are required to be filed after the Closing Date Date, other than Representative Tax Returns (“Buyer Tax Returns”). In respect of any Buyer Tax Return required to be filed prior to the final determination of the Adjusted Purchase Price pursuant to Section 2.2(d) and that would reasonably be expected to affect such final determination, Buyer shall permit the Seller Representative to review and comment on each such Buyer Tax Return at least fifteen (15) days prior to filing, or if such Buyer Tax Return is due within fifteen (15) days of the end of the Tax period reported on such Buyer Tax Return, as promptly as practicable after the end of such Tax period, and shall incorporate all reasonable comments timely provided by the Seller Representative in writing prior to such due date date; provided that for filing such the avoidance of doubt, the Seller Representative shall have no right to receive, access or review any Buyer or Company consolidated Tax Returns (taking into account in whole or in part), including any extensionsschedules or workpapers with respect thereto to which the foregoing documents and required attachments may be attached or related, unless information that would reasonably be expected to affect the final determination of the Adjusted Purchase Price pursuant to Section 2.2(d) and Purchaser shall timely file or cause to be timely filed is available only on such consolidated Tax Returns. If Purchaser objects, Purchaser including any such schedules or workpapers, in which case, Buyer shall provide such objection in writing document with information related to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (Buyer or any notification or election relating theretoof its Affiliates (other than the Company) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)redacted. At Seller’s request, Purchaser shall file, or cause All Buyer Tax Returns to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause prepared pursuant 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 7.4(a), and Purchaser 7.3 shall use commercially reasonable efforts to prepare (or cause to be prepared) such information prepared in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali GroupCompany, except as otherwise required by applicable Legal Requirements.

Tax Returns. (ai) Seller shall prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member include the income of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) Company and (ii) any its consolidated U.S. Company Subsidiaries on Seller’s consolidated U.S. federal Income Tax Return (other than any Combined and, to the extent applicable, consolidated, combined and unitary state Income Tax ReturnReturns) required to be filed by or with respect to any member of for the Alkali Group for any taxable tax period that ends on or before the Closing Date (and all Transaction Tax Deductions shall be reported on such Income Tax Returns in a “Pre-Closing Separate Tax Period to the extent such Transaction Tax Deductions are “more likely than not” allocable (or allocable at a higher level of confidence) to a Pre-Closing Tax Period under applicable Law. Notwithstanding any other provision in this Agreement to the contrary, Seller shall have the exclusive right to control in all respects, and neither Purchaser nor any of its Affiliates shall be entitled to participate in the preparation or filing of, any Consolidated Tax Return. (ii) (A) Seller shall timely prepare or cause to be timely prepared the Tax Returns described on Section 7.06(b)(ii)(A) of the Disclosure Schedule (each, a “Seller Tax Return”). Each such Seller shall timely file or cause to be timely filed any Combined Tax Return shall be prepared in a manner consistent with the most recent past practice, procedures and any Pre-Closing Separate Tax Return that is accounting methods of the applicable members of the Company Group, except as otherwise required to be filed on by applicable Law or before explicitly set forth in this Agreement (the Closing Date (taking into account any extensions“Preparation Principles”). Seller shall deliver, or cause to be delivered, deliver a copy of each Seller Tax Return to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least fifteen (15) days prior to the due date thereof for filing Purchaser’s review and comment, and Seller shall incorporate any reasonable and timely comments made by Purchaser that are consistent with the Preparation Principles. Upon incorporation by Seller of any such comments made by Purchaser, Purchaser shall cause each Seller Tax Return to be timely filed. (B) Once each Seller Tax Return has been filed pursuant to Section 7.06(b)(ii)(A), the Parties shall work together in good faith and reasonably cooperate (including sharing information) to determine the difference, if any, between (x) the aggregate amount included in the Pre-Closing Tax Amount (as finally determined pursuant to Section 1.04) that was attributable to the Seller Tax Returns (taking into account the “Clause X Amount”), and (y) the aggregate amount shown as due and owing on the Seller Tax Returns as filed pursuant to Section 7.06(b)(ii)(A), adjusted for each such-filed Seller Tax Return (if at all, upwards or downwards, as the case may be) to conform in all respects to the assumptions and conditions in the definition of Pre-Closing Tax Amount and to reflect the amount that would have been included in the Pre- 49 Closing Tax Amount with respect to such Seller Tax Return had such amount been calculated pursuant to Section 1.04 (the “Clause Y Amount”). If the absolute value of the difference between the Clause X Amount and the Clause Y Amount is less than or equal to 10% of the Clause X Amount, the Parties shall not owe each other any extensionsamounts pursuant to this Section 7.06(b)(ii)(B). If the absolute value of the difference between the Clause X Amount and the Clause Y Amount is greater than 10% of the Clause X Amount, then (a) if the Clause X Amount is greater than the Clause Y Amount, Purchaser shall pay Seller 100% of the difference between the Clause X Amount and the Clause Y Amount, and (b) if the Clause X Amount is less than the Clause Y Amount, Seller shall pay Purchaser 100% of the difference between the Clause Y Amount and the Clause X Amount. Any disputes between Seller and Purchaser regarding the determination of amounts under this Section 7.06(b)(ii)(B) shall be resolved by the Accounting Firm pursuant to Section 1.04(b) (applied mutatis mutandis). The time at which the amount, if any, owing between the Parties pursuant to this Section 7.06(b)(ii)(B) is finally determined shall be referred to as the “Section 7.06(b)(ii)(B) Finalization Time.” For U.S. federal and applicable state and local income tax purposes, any amounts paid between Purchaser and Seller pursuant to this Section 7.06(b)(ii)(B) are intended to be treated as adjustments to the Purchase Price unless otherwise required by applicable Law. (iii) Purchaser shall timely prepare and file or cause to be timely prepared and filed such any Tax Returns (other than Consolidated Tax Returns and Seller Tax Returns) required to be filed by the Company Group with respect to a Pre-Closing Tax Period or Straddle Period the due date of which, taking into account extensions, is after the Closing Date (each, a “Purchaser Tax Return”). If Prior to the final determination of the Purchase Price under Section 1.04, the Purchaser objectsTax Returns shall be prepared in a manner consistent with the Preparation Principles. (c) Post-Closing Transactions not in Ordinary Course. Without Seller’s prior written consent (not to be unreasonably withheld, conditioned or delayed), Purchaser shall provide such objection in writing not take any actions with respect to Seller within ten (10) days the Company Group on the Closing Date after the Closing that are outside the ordinary course of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from business. Notwithstanding the foregoing, Purchaser and Seller and agree to report all transactions not in the ordinary course of business occurring on the Closing Date after the Closing (including any transaction engaged in by the Company Group in connection with the financing of any obligations of Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any make a payment under this Agreement) on the Income Tax Return described in that includes the immediately preceding sentence Company Group for the taxable period beginning on the day after the Closing Date to the extent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) (or any notification similar provision of state, local, or election relating theretonon-U.S. Law) at a “more likely than not” (or higher) level of confidence. (d) Post-Closing Tax Actions. (i) Subject to Section 7.06(d)(ii), without the prior written consent of Seller (which consent shall not to be unreasonably withheld, conditioned conditioned, or delayed). At Seller’s request, Purchaser shall filenot, or and, following the Closing, shall cause the Company Group not to, (A) approach a Governmental Entity with respect to be filed, amended any Taxes for any Pre-Closing Separate Tax Returns. Purchaser shall promptly provide Period (including the entrance into any voluntary disclosure or cause to be providedother similar agreement with any Governmental Entity), (B) to Seller amend, file (except as provided in Section 7.06(b)) or re-file any information reasonably requested by Seller to facilitate the preparation and filing Tax Return of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali Company Group for a Pre-Closing Tax Period, (C) agree to waive or extend the statute of limitations relating 50 to any Taxes of any member of the Company Group for any Pre-Closing Tax Period, or (D) make, revoke or change any election with respect to, or that has a retroactive effect to, any Pre-Closing Tax Period of any member of the Company Group.. (ii) Without limiting Section 7.06(d)(iii), after the final determination of the Purchase Price under Section 1.04, the limitations in Section 7.06(d)(i) shall not apply except to the extent that any such action would reasonably be expected to impact (x) a Consolidated Tax Return or (y) a Seller Tax Return; provided, that clause (y) shall become inoperative upon the Section 7.06(b)(ii)(B) Finalization Time; provided, further, that before the final determination of the Purchase Price under Section 1.04, Purchaser may, after informing Seller, take any action described in Section 7.06(d)(i) (other than an action that would reasonably be expected to impact a Consolidated Tax Return or a Seller Tax Return) but such action shall not (unless Seller in its sole discretion determines otherwise) impact the determination of the Purchase Price under Section 1.04. (iii) Purchaser shall not make any election under Code Section 338 or Code Section 336 (or any similar provision under state, local or non-U.S. Law) with respect to the acquisition of the Company Group except as provided in Section 7.06(h). (e)

Tax Returns. (a) If the Call Option Exercise occurs, Seller shall prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group 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). Seller shall deliver, or cause to be delivered, to Purchaser i) all Pre-Closing Separate U.S. federal income Tax Returns that are of the Company (and related Schedules K‑1) required to be filed after the Closing Date for any Tax 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 -53- 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 fifteen ten (1510) days prior to the due date for filing such Tax Returns Return, notify Seller of any such reasonable comments in writing, and Seller will cause such Tax Return (taking into account any extensionsas revised to incorporate Purchaser’s reasonable comments) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objectsand will provide a copy thereof to Purchaser, Purchaser shall provide such objection in writing to provided that if the Call Option Exercise does not occur, Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause Frontier to be prepared) incorporate Purchaser’s reasonable comments in such information in Tax Return and to timely file such Tax Return and provide a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali Groupcopy thereof to Purchaser.

Tax Returns. (ai) Seller Parent shall prepare and timely file or shall cause to be prepared and timely filed when due (itaking into account all extensions properly obtained) any (A) all Tax Return of a member of the Seller Group or of an Affiliated Group Returns that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) are required to be filed by or with respect to any member of the Alkali Group for Business Subsidiary on a combined, consolidated or unitary basis with Seller Parent or any taxable period that ends on or before the Closing Date Affiliate thereof, (a “PreB) all other U.S. federal state and local income Tax Returns and all non-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). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate U.S. income Tax Returns that are required to be filed after by or with respect to a Business Subsidiary for taxable years or periods ending on or prior to the Closing Date, (C) all other Tax Returns due on or prior to the Closing Date at least fifteen (15taking into account all extensions properly obtained), and (D) all Tax Returns that are required to be filed by the Equity Sellers with respect to the Business Subsidiaries or the operation of the Business or an Asset Seller with respect to the ownership or use of the Purchased Assets on or prior to the Closing. Buyer shall prepare and timely file or cause to be prepared and timely filed when due (taking into account all extensions properly obtained) all other Tax Returns of the Business Subsidiaries, the Business and the Purchased Assets that are required to be filed in respect of any Pre-Closing Tax Period. Seller Parent or Buyer shall pay the other party for the Taxes for which Seller Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Return to be filed by the other party pursuant to this Section 8.2(b)(iv) upon the written request of the party entitled to payment, setting forth in reasonable detail the computation of the amount owed by Seller Parent or Buyer, as the case may be, but in no event earlier than ten (10) business days prior to the due date for filing paying such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali GroupTaxes.

Tax Returns. (a) Seller Without limiting Purchaser’s indemnification rights pursuant to Section 11.2(b), after the Closing Date, Purchaser shall prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group file (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group 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). Seller shall deliver, or cause to be delivered, to Purchaser filed) all Pre-Closing Separate Tax Returns with respect to Asset Taxes that are required to be filed after the Closing Date at least fifteen that relate to any Tax period ending before the Effective Date or any Straddle Period on a basis consistent with past practice except to the extent otherwise required by Law; provided that Purchaser shall use its reasonable best efforts, taking into account that the due date for a Tax Return may be contemporaneous with the closing of a Tax period, to submit each such Tax Return to Seller for its review and comment reasonably in advance of the due date therefor, and Purchaser shall incorporate any reasonable comments received from Seller up to five (155) days prior to the due date for filing therefor and timely file any such Tax Returns Return, and (taking into account any extensionsii) and Purchaser shall timely file pay (or cause to be timely filed such paid) prior to delinquency, all Asset Taxes relating to any Tax Returnsperiod that ends before or includes the Effective Date that become due after the Closing Date. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days In the case of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in clause (i) that includes Asset Taxes that are allocable to Seller pursuant to Section 9.1(a), Purchaser shall send to Seller a statement that apportions the immediately preceding sentence Asset Taxes shown on such Tax Return between Purchaser and Seller in accordance with Section 9.1(a). Such statement shall be accompanied by proof of Purchaser’s actual payment of such Asset Taxes. Within ten (10) Business Days of receipt of each such statement and proof of payment, Seller shall reimburse Purchaser for the portion of such Asset Taxes allocated to Seller in accordance with Section 9.1(a), except to the extent such Asset Taxes have decreased the Purchase Price pursuant to Section 2.3(i). Unless required by applicable Law or any notification or election relating thereto) without the with Seller’s prior written consent of Seller (which consent shall not to be unreasonably withheld, conditioned or delayed). At Seller’s request, neither Purchaser or any of its Affiliates shall file, or cause to be filed, any amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause Return with respect to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of Assets for any Tax Returns described in period ending prior to the Effective Date or for any Straddle Period. The Parties agree that (A) this Section 7.4(a), 9.2 is intended to solely address the timing and Purchaser shall use commercially reasonable efforts manner in which certain Tax Returns relating to prepare Asset Taxes are filed and the Asset Taxes shown thereon are paid to the applicable taxing authority and (or cause to be preparedB) such information in a manner and on a timeline requested by Seller, which information and timeline nothing within this Section 9.2 shall be consistent with interpreted as altering the past practice of manner in which Asset Taxes are allocated and economically borne by the relevant member of the Alkali GroupParties.

Tax Returns. (a) Seller shall In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election, and the Allocation Schedule), Sellers will prepare and timely file or shall cause all Tax Returns with respect to be prepared and timely filed (i) any Tax Return of a member the members of the Seller Group or of an Affiliated Group that includes any member of Transferred Group, the Seller Group Acquired Assets (including any Combined Tax Returnother than the Transferred Group) and (ii) any Tax Return the Business (other than any Combined Tax ReturnReturn relating to Transfer Taxes governed by Section 8.1) that are required to be filed (taking into account any applicable extensions) after the Closing Date and (i) are Consolidated Tax Returns, or (ii) are required to be filed by or with respect to any member of the Alkali Transferred Group on a separate Tax Return basis for any taxable period that ends ending on or before the Closing Date (a the Tax Returns referenced in clause (ii), the “Pre-Closing Separate Tax ReturnReturns”). Seller shall timely , except that, to the extent Buyer is required by applicable Law to file or cause to be timely filed any Combined Tax Return and any such Pre-Closing Separate Tax Return, Sellers shall deliver a draft of such -86- Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date Buyer for Buyer’s review and comment at least fifteen (15) days prior to the due date for filing such Tax Returns Return (taking into account any applicable extensions). Sellers shall reflect on such Tax return any reasonable comments submitted by Buyer at least five (5) days before the due date of such Tax Return, and Purchaser Buyer shall timely file such Tax Return as revised. All Tax Returns with respect to the Transferred Group, Acquired Assets (other than the Transferred Entities) or cause the Business that are required to be filed on a separate Tax Return basis for any Straddle Period shall be filed on the basis that the relevant taxable period ended as of the close of the Closing Date (“Closing Date Tax Return”), unless the relevant Taxing Authority will not accept a Closing Date Tax Return. Sellers will prepare and timely filed file all Closing Date Tax Returns with the relevant Taxing Authority. In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election, and the Allocation Schedule), Buyer will prepare and timely file all other such Tax Returns. If Purchaser objectsReturns for a Straddle Period on a basis consistent with past practice, Purchaser shall provide such objection in writing and Buyer will deliver to Seller within ten Sellers at least fifteen (1015) days of receipt prior to the due date for the filing of any such Pre-Closing Separate Tax Return (taking into account any applicable extensions) a statement setting forth the amount of Tax for which Sellers are responsible consistent with Section 8.2 and Seller shall consider in good faith a copy of such Tax Return. Buyer will reflect on such Tax Return any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate submitted by Sellers at least five (5) days prior to resolve any remaining disagreement. Purchaser shall not amend or revoke any the due date of such Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali GroupReturn.

Tax Returns. (a) Seller shall prepare and timely file or shall cause With respect to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of an Affiliated Group Returns that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) are required to be filed by or with respect to any member of the Alkali Group Company for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller Period, Parent shall timely file or cause to be timely filed any Combined such Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date Returns when due (taking into account any applicable extensions). Seller Such Tax Returns shall deliverbe prepared in a manner consistent with past practice, or cause except as otherwise required by applicable Law. Parent shall deliver any such Tax Return to the Stockholder Representative for its review at least thirty (30) days prior to the date on which such Tax Return is required to be deliveredfiled. If the Stockholder Representative disputes any item on such Tax Return relating to Taxes, then it shall notify Parent of such disputed item (or items) and the basis for its objection. Parent and the Stockholder Representative shall act in good faith to Purchaser all resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed; provided, however, that Parent and the Stockholder Representative shall undertake in good faith to resolve any issues raised in any objection prior to the due date (including any extension thereof) for filing such Tax Returns and mutually to consent to the filing of such Tax Returns and to agree on the determination of income allocable to the Pre-Closing Separate Tax Period, in which case the information and total amount of Taxes shown to be due on such agreed Tax Returns that and such agreed allocation shall be final and binding on the parties hereto absent manifest error. In the event Parent and the Stockholder Representative are required unable to be filed resolve any dispute concerning such Tax Returns and the allocation by the earlier of (1) seven (7) calendar days after the Closing Date at least fifteen date of Parent's receipt of written notice from the Stockholder Representative setting forth Stockholder Representative's proposed resolution of such dispute, or (152) seven (7) calendar days prior to the due date for filing of such Tax Returns in question (taking into account including any extensionsextension thereof), Parent and the Stockholder Representative shall submit all such disputes to the an independent accountant for resolution and the costs of such independent accountant shall be borne equally by Parent and the Stockholder Representative. In any case where a disputed item has not been resolved (either by mutual agreement of the parties hereto or by a determination of the independent accountant) and Purchaser shall timely file or cause prior to be timely filed the due date (including any extension thereof) for filing such Tax Returns, then Parent may resolve such item as it shall determine in its sole discretion and cause such Tax Returns to be filed on the due date (including any extension thereof) for filing such Tax Returns without the parties’ mutual agreement or consent of the Stockholder Representative. If Purchaser objectsNotwithstanding the filing of such Tax Returns, Purchaser (i) the independent accountant shall provide such objection in writing make a determination with respect to Seller within ten (10) days of receipt of any such disputed item, and (ii) the amount of Taxes determined to be due with respect to such Tax Returns and determined to be properly allocated to the Pre-Closing Separate Tax Return Period, shall be the amount of Taxes that would have been due on such Tax Returns and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate the amount of Taxes that would be properly allocated to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause Period, respectively, after giving effect 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 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali Groupindependent accountant's determination.

Tax Returns. (a) Seller For any Pre-Closing Tax Period that is not part of a Straddle Period, the Sellers shall prepare and timely file or shall cause to be prepared the Controlled Purchased Companies to, timely prepare and timely filed (i) any file with the appropriate authorities all income Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) Returns required to be filed by or with respect to any member the Controlled Purchased Companies regardless of the Alkali Group for any taxable period due date of such Tax Returns, and shall pay or cause to be paid all Taxes shown to be due or required to be paid on such Tax Returns. The Sellers also shall prepare and timely file, or cause the Controlled Purchased Companies to prepare and timely file, all other Tax Returns required to be filed by or with respect to the Controlled Purchased Companies that ends are due on or before the Closing Date Date, and the Sellers shall pay all Taxes shown to be due or required to be paid on such Tax Returns. The Sellers shall include the income of the Controlled Purchased Companies (a “to the extent such Controlled Purchased Companies are members of the Sellers' "Affiliated Group") (within the meaning of Section 1504(a) of the Code)) for all Pre-Closing Separate Tax Return”)Periods (including any deferred income included in income by Treasury Regulations Sections 1.1502-13 and 1.1502-14 and similar provisions of state, local or foreign law and any excess loss accounts taken into account under Treasury Regulations Section 1.1502-19 and similar provisions of state, local or foreign law) on the Sellers' consolidated or combined returns and pay any Taxes attributable to such income. Seller The Buyer shall timely file prepare and file, or cause the Controlled Purchased Companies to be prepare and timely filed any Combined file, all other Tax Return and any Pre-Closing Separate Tax Return that is Returns required to be filed on by or before with respect to the Closing Date (taking into account any extensions). Seller Controlled Purchased Companies, and shall deliverpay, or cause the Controlled Purchased Companies or the appropriate Subsidiary thereof to pay, all Taxes shown to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are due or required to be filed after paid on those Tax Returns. Each party that prepares Tax Returns pursuant to this Section 10.1 shall permit the Closing Date at least fifteen (15) days prior other party a reasonable opportunity to the due date for filing review and comment on such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed make such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information changes as are reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali Grouprequested.

Tax Returns. (a) Seller Alliance shall prepare and timely file or shall cause to be prepared and timely file or cause to be filed (taking into account all applicable extensions) with the IRS all federal income and with the appropriate state agencies in Nevada any state income, gaming revenue, and franchise Tax Returns required to be filed by Alliance and its affiliated group with respect to the Company for all taxable years ending at or before the Closing Date, and shall pay all Taxes due with respect to such Tax Returns. Buyer shall timely prepare and file with the appropriate Tax authorities all other Tax Returns required to be filed by the Company and with respect to periods beginning before and ending after the Closing Date (“Straddle Periods”) all taxes payable thereunder shall be prorated between Buyer and Seller as of the Closing Date, apportioned based on the actual operations of the Company during the portion of such period ending on the Closing Date and the portion of such period beginning on the day following the Closing Date, except that (i) any Tax Return Taxes for a Straddle Period that are calculated on an annual basis shall be apportioned based on the number of a member days in the period ending on the Closing Date and the number of days in the Seller Group or of an Affiliated Group that includes any member of period beginning after the Seller Group (including any Combined Tax Return) Closing Date, and (ii) any Tax Return (other than transaction with respect to the Company outside the ordinary course of business occurring on the Closing Date shall be treated for this purpose as occurring at the beginning of the day following the Closing Date. To the extent that any Combined Tax Return) required to be filed by or Taxes of the Company with respect to any member of the Alkali Group for any taxable period that ends on or before Straddle Period have been paid prior to the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause Date, the amount of any such prepaid Taxes apportioned 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). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed period after the Closing Date shall be for the credit of Seller and shall be paid to Seller, or credited against any liability of Seller to pay amounts to Buyer for accrued liabilities, as set forth in Section 2.8. With respect to any Tax Returns prepared by Buyer relating to Straddle Periods, Buyer shall provide Seller with copies of such Tax Returns at least fifteen (15) 30 days prior to before the due date for filing thereof, and Buyer shall make such changes to such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and as Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreementreasonably request. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheldAlliance, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information the Company and timeline Buyer shall be consistent with take all actions necessary or appropriate to cause the past practice taxable year of the relevant member of Company to end on the Alkali GroupClosing Date to the extent permitted by law.

Tax Returns. (a) Seller The Sellers shall prepare and timely file or shall cause to be prepared prepared, and timely filed (i) any Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file 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). Seller shall deliverfiled, or cause to be delivered, to Purchaser all Pre-Closing Separate income Tax Returns that are for the Company required to be filed after the Closing Date at with respect to any Tax period ending on or before the Closing Date (“Seller Prepared Tax Returns”). All such Seller Prepared Tax Returns shall be prepared on a basis consistent with past practice (except as otherwise required by Applicable Law) and without a change of any election or any accounting method. At least fifteen thirty (1530) days prior to the due date for filing such Tax Returns (taking into account any including extensions) on which any such Seller Prepared Tax Return is due, the Sellers shall submit such Seller Prepared Tax Return (together with, to the extent reasonably requested by Boxlight Group, supporting documentation) to Boxlight Group for its review and Purchaser shall timely file or cause to be timely filed such Tax Returnscomment. If Purchaser objectsBoxlight Group objects to any item of any such Seller Prepared Tax Return, Purchaser shall provide such objection in writing to Seller Boxlight Group shall, within ten (10) days after delivery of receipt such Seller Prepared Tax Return notify the Sellers in writing of such objection, specifying with particularity any such Pre-Closing Separate Tax Return item and Seller stating the specific factual or legal basis for any objection. The Sellers shall consider in good faith any all reasonable comments received from Purchaser changes requested by Boxlight Group. Boxlight Group shall prepare or cause to be prepared, and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall timely file, or cause to be timely filed, amended all Tax Returns for the Company required to be filed after the Closing Date with respect to any Tax period ending on or before the Closing Date other than Seller Prepared Tax Returns and any Tax Returns for the Company with respect to any Straddle Periods (“Buyer Prepared Tax Returns”). All such Buyer Prepared Tax Returns shall be prepared on a basis consistent with past practice (except as otherwise required by Applicable Law) and without a change of any election or any accounting method. At least thirty (30) days prior to the date (including extensions) on which any such Buyer Prepared Tax Return is due, Boxlight Group shall submit such Tax Return (together with, to the extent reasonably requested by the Sellers, supporting documentation) to the Sellers for its review and comment. If the Sellers objects to any item of any such Buyer Prepared Tax Return, the Sellers shall, within ten (10) days after delivery of such Buyer Prepared Tax Return notify Boxlight Group in writing of such objection, specifying with particularity any such item and stating the specific factual or legal basis for any objection. Boxlight Group shall incorporate all reasonable changes requested by the Sellers. With respect to any periods beginning before the Closing Date and ending after the Closing Date ( “Straddle Periods”), the portion of the Straddle Period that ends as of the Effective Time shall, notwithstanding anything to the contrary, be treated as a Pre-Closing Separate Tax ReturnsPeriod, and the allocation of Taxes shall be determined on an interim closing of the books as of the Effective Time, except for ad valorem Taxes and other Taxes due without regard to income, employment or receipts which shall be prorated on a daily basis. Purchaser shall promptly provide To the extent permitted by Applicable Law (or cause and only 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 7.4(asuch extent), and Purchaser shall use commercially reasonable efforts any deductions attributable to prepare (any Company Transaction Expenses, repayment of Closing Date Debt, any employee bonuses, severance payments, debt prepayment fees, or cause to be prepared) such information capitalized debt costs, or any liabilities taken into account in a manner and on a timeline requested by Seller, which information and timeline the determination of Effective Date Net Working Capital shall be consistent with allocated to the past practice Pre-Closing Tax Period ending on the day prior to the Closing Date. Boxlight Group shall not take any action, or allow the Company to take any action, on the Closing Date that could increase the Sellers’ liability for Taxes, including the indemnification obligations of the relevant member of the Alkali GroupSellers with respect to Taxes pursuant to this Agreement.

Tax Returns. (a) Seller Without limiting Purchaser’s indemnification rights pursuant to Section 11.2(b), after the Closing Date, Purchaser shall prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group file (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group 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). Seller shall deliver, or cause to be delivered, to Purchaser filed) all Pre-Closing Separate Tax Returns with respect to Asset Taxes that are required to be filed after the Closing Date at least fifteen that relate to any Tax period ending before the Effective Date or any Straddle Period on a basis consistent with past practice except to the extent otherwise required by Law; provided that Purchaser shall use its reasonable best efforts, taking into account that the due date for a Tax Return may be contemporaneous with the closing of a Tax period, to submit each such Tax Return to Seller for its review and comment reasonably in advance of the due date therefor, and Purchaser shall incorporate any reasonable comments received from Seller up to five (155) days prior to the due date for filing therefor and timely file any such Tax Returns Return, and (taking into account any extensionsii) and Purchaser shall timely file pay (or cause to be timely filed such paid) prior to delinquency, all Asset Taxes relating to any Tax Returnsperiod that ends before or includes the Effective Date that become due after the Closing Date. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days In the case of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in clause (i) that includes Asset Taxes that are allocable to Seller pursuant to Section 9.1(a), Purchaser shall send to Seller a statement that apportions the immediately preceding sentence Asset Taxes shown on such Tax Return between Purchaser and Seller in accordance with Section 9.1(a). Such statement shall be accompanied by proof of Purchaser’s actual payment of such Asset Taxes. Within ten (10) Business Days of receipt of each such statement and proof of payment, Seller shall reimburse Purchaser for the portion of such Asset Taxes allocated to Seller in accordance with Section 9.1(a), except to the extent such Asset Taxes have decreased the Purchase Price pursuant to Section ‎2.3(i). Unless required by applicable Law or any notification or election relating thereto) without the with Seller’s prior written consent of Seller (which consent shall not to be unreasonably withheld, conditioned or delayed). At Seller’s request, neither Purchaser or any of its Affiliates shall file, or cause to be filed, any amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause Return with respect to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of Assets for any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts period ending prior to prepare (the Effective Date or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali Groupfor any Straddle Period.

Tax Returns. (a) Prior to the Final Closing Date, Seller shall prepare and timely file (or shall cause to be prepared and timely filed (ifiled) any all Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) Returns required to be filed prior to such date(taking into account any extension of time to file granted or obtained) that relate to Seller and the Purchased Assets in a manner consistent with past practices (except as otherwise required by or with respect Law), and shall provide Purchaser prompt opportunity for review and comment and shall obtain Purchaser’s written approval prior to filing any member of such Tax Returns. After the Alkali Group for any taxable period that ends on or before the Final Closing Date (a “Pre-Closing Separate Tax Return”). Date, at Purchaser’s election, Purchaser shall prepare, and Seller shall timely file or cause to be timely filed file, any Combined Tax Return and relating to Seller for any Pre-Closing Separate Tax Return that is required to be filed on Period or before Straddle Period due after the Final Closing Date (taking into account or other taxable period of any extensions)entity that includes the Final Closing Date, subject to the right of the Seller to review any such material Tax Return. Seller Purchaser shall deliver, or cause to be delivered, to Purchaser prepare and file all Pre-Closing Separate other Tax Returns that are required to be filed after the Final Closing Date at least fifteen (15) days prior in respect of the Purchased Assets. Seller shall prepare and file all other Tax Returns relating to the due date Post-Closing Tax Period of Seller, subject to the prior review and approval of Purchaser, which approval may be withheld, conditioned or delayed with good reason. Seller shall not be entitled to any payment or other consideration in addition to the Purchase Price with respect to the acquisition or use of any Tax items or attributes by Purchaser. At Purchaser’s request, Seller shall designate Purchaser or any of its Affiliates as a substitute agent for filing such Seller for Tax Returns (taking into account any extensions) and purposes. Purchaser shall timely file be entitled to make all determinations, including the right to make or cause to be timely filed such made any elections with respect to Taxes and Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing Returns of Seller with respect to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return Periods and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreementStraddle Periods. Purchaser shall not amend or revoke have the sole right to represent the interests, as applicable, of Seller in any Tax Return described proceeding in the immediately preceding sentence (connection with any Tax Liability or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Tax item for any Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (Period, Straddle Period or cause to be provided) to Seller other Tax period affecting any information reasonably requested by Seller to facilitate the preparation and filing of any such earlier Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali Groupperiod.

Tax Returns. (a) Seller Sellers shall prepare and timely file (or shall cause to be prepared and timely filed (ifiled) any all Tax Return of a member of Returns with the Seller Group or of an Affiliated Group that includes any member of appropriate Governmental Authorities relating to the Seller Group (including any Combined Company and/or the Acquired Companies for all Pre-Closing Tax Return) and (ii) any Tax Return Periods (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller Period included in a Straddle Period) and shall timely file pay or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required paid all Taxes due with respect to be filed on or before the Closing Date (taking into account any extensions). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least fifteen (15) days prior to the due date for filing such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, The Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return prepare and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be prepared and filed, amended Preall Tax Returns required to be filed by the Company and/or the Acquired Companies for all Post-Closing Separate Tax Returns. Purchaser Periods and Straddle Periods, and shall promptly provide (cause the Company and/or the Acquired Companies to pay or cause to be paid the Taxes shown to be due thereon; provided) , however, Sellers shall pay or cause to Seller be paid the portion of any Taxes due with respect to such returns attributable to a Pre-Closing Tax Period, calculated in accordance with Section 9.4(c). Sellers shall furnish to the Purchaser all information and records in their possession and reasonably requested by Seller to facilitate the Purchaser for use in preparation and filing of any Tax Returns described in this Section 7.4(a), and relating to a Straddle Period. The Purchaser shall use commercially reasonable efforts allow Sellers to prepare review, comment upon and reasonably approve without undue delay any Straddle Period Tax Returns beginning at least forty-five (45) days before the filing of Straddle Period Tax Returns. To the extent that a Straddle Period could be eliminated for such period by the filing of separate Tax Returns by Purchaser, Sellers, the Company, or cause to be prepared) any Acquired Company, such information in a manner and on a timeline requested by Seller, which information and timeline separate Tax Returns shall be consistent with filed. The Purchaser shall not be entitled to file a Tax Return for the past practice of Company or any Acquired Company for any Pre-Closing Tax Period (other than a Straddle Period) in any jurisdiction in which the relevant member of the Alkali GroupSellers have not filed a Tax Return.

Tax Returns. (a) Seller shall prepare and timely file or shall cause to be prepared and timely file or cause to be filed (i) any all Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) Returns required to be filed by or with respect to any member of the Alkali Group Acquired Entities, the Business and the Purchased Assets for any all taxable period periods that ends end on or before the Closing Date (a “Pre-Closing Separate Tax ReturnReturns”). Unless otherwise required by applicable Law, Pre-Closing Tax Returns shall be prepared on a basis consistent with past practices of the Acquired Entities and the Business. If any Pre-Closing Tax Return (i) relates to income (or similar) Taxes of any Acquired Entity or (ii) could reasonably be expected to have an adverse effect on or increase the Tax Liability of Parent, Buyer or any of their respective Affiliates (including the Acquired Entities) in a Post-Closing Tax Period, Seller shall cause each such Pre-Closing Tax Return to be delivered to Parent for its review and comment at least twenty (20) days prior to the due date for such Tax Return (taking into account any applicable extensions of time to file). Seller shall timely make such revisions to such Tax Returns as may be reasonably requested by Parent. Parent shall prepare or cause to be prepared and file or cause to be timely filed any Combined all Tax Return and any Pre-Closing Separate Tax Return that is Returns required to be filed on by or before with respect to the Acquired Entities, the Business and the Purchased Assets for any taxable period that includes (but does not end on) the Closing Date (“Straddle Period Tax Returns”). Unless otherwise required by applicable Law, such Straddle Period Tax Returns shall be prepared on a basis consistent with past practices of the Acquired Entities and the Business. Parent shall cause each Straddle Period Tax Return that relates to income (or similar) Taxes of any Acquired Entity to be delivered to Seller for their review and comment at least twenty (20) days prior to the due date for such Tax Return (taking into account any extensionsapplicable extensions of time to file). Parent shall make such revisions to such Straddle Period Tax Returns as may be reasonably requested by Seller shall deliver, or cause to be delivered, the extent such revisions relate to Purchaser all Taxes attributable to the Pre-Closing Separate Tax Returns that are required Period (as determined pursuant to be filed after the Closing Date at least fifteen Section 6.6(c)). No later than five (155) days prior to the due date for filing any Straddle Period Tax Return, Seller shall pay to Parent the amount of Taxes payable with respect to such Straddle Period Tax Returns Return for which Seller has an indemnification obligation pursuant to Section 6.6(a). Seller shall be entitled to all Tax refunds received by the Acquired Entities (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt net of any such costs associated therewith) with respect to Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received Periods, except to the extent such refund arises as the result of a carryback of a loss or other tax benefit from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence a period (or any notification or election relating theretoportion thereof) without beginning after the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali GroupDate.

Tax Returns. (a) Seller Parent shall prepare and timely file or shall cause to be prepared and timely filed (i) any all Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) Returns required to be filed by or with respect the Company and each of its Subsidiaries (other than any Tax Returns relating to any member of the Alkali Group 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 Transfer Taxes governed by Section 8.1) due after the Closing Date (taking into account any applicable extensions). Seller shall deliver, ) for any taxable period ending on or cause to be delivered, to Purchaser all before the Closing Date (the “Pre-Closing Separate Tax Returns”) and all Closing Date Tax Returns. All Tax Returns that are required to be filed after by the Company and each of its Subsidiaries for any Straddle Period shall be filed on the basis that the relevant taxable period ended as of the close of business on the Closing Date (“Closing Date Tax Returns”), unless the relevant Taxing Authority will not accept a Closing Date Tax Return. Parent shall deliver to the Stockholders’ Representative a draft of each Pre-Closing Tax Return and Closing Date Tax Return at least fifteen forty (1540) days prior to before the due date for filing of such Tax Returns (taking into account Return, and Parent will make any extensions) and Purchaser shall timely file or cause revisions with respect to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection Return reasonably requested by the Stockholders’ Representative in writing to Seller within at least ten (10) days before the due date of receipt such Tax Return, provided that such revisions do not materially adversely affect the Tax position of Parent, the Surviving Entity or their Subsidiaries for any such taxable period after the Closing. In the event of a dispute, the matter shall be referred to a mutually agreed upon nationally recognized firm (the “Accounting Referee”), whose determination shall be binding on both Parties. The costs of the Accounting Referee shall be borne by the party that loses the dispute. Parent shall cause the Surviving Entity and its Subsidiaries to, and the Surviving Entity and its Subsidiaries shall, timely file with the relevant Taxing Authority all Pre-Closing Separate Tax Returns and Closing Date Tax Returns. Parent shall cause the Surviving Entity and its Subsidiaries to, and the Surviving Entity and its Subsidiaries shall, timely prepare and file all Straddle Period Tax Returns that are not Closing Date Tax Returns with the relevant Taxing Authority, provided that Parent will deliver to the Stockholders’ Representative a draft of each such Straddle Period Tax Return including a statement setting forth the amount of Tax for which the Company Stockholders are responsible determined in accordance with Section 8.3 at least forty-five (45) days before the due date, as such due date has been extended, for such Tax Return that is an income Tax Return and Seller shall consider as soon as practicable in good faith the case of any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate other such Tax Return. Parent will make any revisions with respect to resolve any remaining disagreement. Purchaser shall not amend or revoke any such Straddle Period Tax Return described reasonably requested by the Stockholders’ Representative in writing at least ten (10) days before the immediately preceding sentence (due date of such Tax Return, provided that such revisions do not materially adversely affect the Tax position of Parent, the Surviving Entity or their Subsidiaries for any notification or election relating thereto) without taxable period after the prior written consent Closing. In the event of Seller (which consent a dispute, the matter shall not be unreasonably withheldreferred to the Accounting Referee, conditioned or delayed)whose determination shall be binding on both Parties. At Seller’s requestThe costs of the Accounting Referee shall be borne by the party that loses the dispute. Except to the extent inconsistent with applicable Tax laws, Purchaser shall file, or cause to be filed, amended all Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any , Closing Date Tax Returns described in this Section 7.4(a), and Purchaser Straddle Period Tax Returns shall use commercially reasonable efforts to prepare (or cause to be prepared) such information prepared and filed in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali Grouppractice.

Tax Returns. (a) Seller shall prepare and timely file prepare, or shall cause to be prepared and timely prepared, at the Seller’ expense, all income Tax Returns for the Company for the Pre-Closing Period (excluding any income Tax Returns for an Overlap Period that are not filed on a consolidated or combined basis with Seller) with a due date (itaking into account any valid extensions) any Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group for any taxable period that ends on or before after the Closing Date (each, a “Pre-Closing Separate Income Tax Return”). Purchaser shall provide Seller shall timely file or cause with such cooperation, including access, during regular business hours, to be timely filed any Combined Tax Return (A) the officers and employees of the Company and (B) the books and records, as Seller may reasonably request in connection with the preparation of any Pre-Closing Separate Income Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions)Return. Seller shall deliver, or cause to be delivered, to Purchaser all All Pre-Closing Separate Income Tax Returns that are required to be filed after the Closing Date at least fifteen (15) days prior to the due date for filing such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be prepared consistent with the past practice of the relevant member Company, except as otherwise required by applicable Law and, to the extent permitted by applicable Law, shall reflect a deduction for the Company Transaction Expenses. At least sixty (60) days prior to the date on which any Pre-Closing Income Tax Return is required to be filed (taking into account any valid extensions), Seller shall submit such Pre-Closing Income Tax Return to Purchaser for Purchaser’s review and approval. Purchaser shall provide written notice to Seller of its disagreement with any items in such Pre-Closing Income Tax Return within fifteen (15) days of its receipt of such Pre-Closing Income Tax Return, and if Purchaser fails to provide such notice, such Pre-Closing Income Tax Return shall become final and binding upon the Alkali Groupparties hereto, and Purchaser shall sign and file, or cause to be signed and filed, such Pre-Closing Income Tax Return as prepared by Seller, to the extent Purchaser determines such Tax Return can be signed and filed without incurring penalties with respect to any position taken on such Tax Return. If Purchaser and Seller are unable to resolve any dispute regarding any Pre-Closing Income Tax Return within ten (10) days after Purchaser delivers such notice of disagreement, then the dispute will be finally and conclusively resolved by the Audit Firm in accordance with the dispute resolution procedure set forth in Section 2.7. Purchaser shall sign and file, or cause to be signed and filed, any Pre-Closing Income Tax Return after the final resolution by the Audit Firm of any such dispute.

Tax Returns. (a) The Equity Holder Representative shall, at its own expense, control the preparation of all Tax Returns for the Company and the Subsidiaries for all periods ending on or before the Closing Date, and the appropriate officer(s) of the Surviving Corporation shall cooperate with the Equity Holder Representative in such preparation and shall sign and timely file same; provided such returns are prepared in accordance with applicable Law. For the avoidance of doubt, the Equity Holder Representative may prepare, and the Surviving Corporation and the Subsidiaries shall file, amended Tax Returns and claims for refund in order to carry back any net operating loss or net capital loss arising in the final Pre-Closing Tax Period. All Tax Returns that Seller prepares or causes to be prepared in accordance with this paragraph (a) shall be prepared and filed in a manner consistent with past practice and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date). Nothing in this Agreement shall be construed to impose upon Equity Holder Representative the obligation to prepare or file any Tax Return, and the parties hereto expressly agree, as between the parties, that the Company remains obligated to discharge its legal obligation to timely file all Tax Returns for any period. (b) Except as provided in Section 11.1(a) above, Purchaser and the Surviving Corporation shall have the exclusive authority and obligation to prepare and timely file file, or shall cause to be prepared and timely filed filed, all Tax Returns of the Surviving Corporation and the Subsidiaries; provided, however, that (i) any Purchaser and the Surviving Corporation shall provide the Equity Holder Representative with draft income Tax Return of a member of Returns for the Seller Group or of an Affiliated Group that includes any member of Surviving Corporation and the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) Subsidiaries required to be filed prepared by or with respect Purchaser and the Surviving Corporation pursuant to any member of the Alkali Group this Section 11.1(b) 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). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date an Overlap Period at least fifteen twenty (1520) days Business Days prior to the due date for filing such Tax Returns together with a statement setting forth the amount of Tax for which the Equity Holders are responsible pursuant to Section 11.2(b) (taking into account any extensionsa “Tax Statement”), (ii) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within at least ten (10) days Business Days prior to the due date for the filing of receipt such Tax Returns, the Equity Holder Representative shall notify Purchaser and the Surviving Corporation of the existence of any reasonable objection the Equity Holder Representative may have to any material items set forth on such Pre-Closing Separate draft Tax Return Returns or Tax Statement, and Seller shall consider (iii) if, after consulting in good faith any reasonable comments received from faith, Purchaser and Seller and Purchaser shall cooperate the Equity Holder Representative are unable to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayedsuch objection(s). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali Group.,

Tax Returns. (ai) Seller shall Except as provided in Section 5.8(f) with respect to Transfer Taxes, Sellers will prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group 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 all Tax Returns of the Tiffin Group and Subsidiaries with respect to any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before Pre‑Closing Period due after the Closing Date (taking the “Pre‑Closing Period Returns”). Upon completion of such Tax Returns for the Tiffin Group that pertain to periods prior to the Closing Date, Sellers shall pay to Buyer any Taxes due and payable by the Tiffin Group or the Subsidiaries reflected on such returns except to the extent such Taxes were accrued before Closing or otherwise taken into account any extensions). Seller in determining the Purchase Price, and Buyer shall deliver, then remit or cause to be delivered, remitted all Taxes in respect of such Tax Returns payable after the Closing Date. The Sellers shall deliver to Purchaser all Buyer for review and comment on each Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date Period Return at least fifteen (15) 30 days prior to the due date (including valid extensions) and Buyer will have up to 10 days to review such Tax Returns; Sellers shall incorporate into such Pre-Closing Period Returns reasonable comments from Buyer submitted to the Seller Representative prior to expiration of such 10-day period unless otherwise required by applicable Law. The Pre‑Closing Period Returns prepared and filed by Sellers will be prepared and filed in a manner that is consistent with the prior practice of the Tiffin Group and Subsidiaries (including prior Tax elections and accounting methods or conventions made or utilized by the Tiffin Group and Subsidiaries), except as required by Law. Buyer will prepare or cause to be prepared and file or cause to be filed Straddle Period Returns of the Tiffin Group and Subsidiaries. Buyer will prepare and file the Straddle Period Returns that it is required to file pursuant to this Section 5.8(b)(i) in a manner that is consistent with the prior practice of the Tiffin Group and Subsidiaries (including prior Tax elections and accounting methods or conventions made or utilized by the Tiffin Group and Subsidiaries), except as required by Law. Buyer will deliver all Straddle Period Returns that it is required to file pursuant to this Section 5.8(b)(i) to Sellers for review and comment at least 30 days prior to the due date (including valid extensions) for filing such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed except where such 30‑day period is not practical, in which case as soon as practical). Within 10 days of receiving a draft of such Tax ReturnsReturn (except where such 10-day period is not practical, in which case as soon as practical), Sellers may provide written comments to Buyer. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate The Parties will attempt to resolve any remaining disagreementdispute through direct good-faith negotiation subject to the dispute resolution procedures of Section 5.8(g). Purchaser shall In no event will the provision of comments by Sellers prevent Buyer from timely filing any such Tax Return; provided, however, that in the event that the Accounting Firm has not amend or revoke yet resolved any such Tax Dispute prior to the deadline for filing such Tax Return described (including any extensions), Buyer will be entitled to file such Tax Return (or amendment) as prepared by Buyer subject to amendment to reflect the resolution when rendered by the Accounting Firm. Unamortized debt financing costs, change of control bonus payments and any other amounts payable by or on behalf of the Tiffin Group or Subsidiaries in connection with the transactions contemplated by this Agreement (in each case, if and solely to the extent that such costs, payments or other amounts are paid prior to the Closing Date or included in the immediately preceding sentence calculation of Final Closing Date Tangible Net Assets or included as Closing Date Seller Transaction Expenses for purposes of the calculation of the Final Closing Cash Payment), to the extent permitted by applicable Law to be deducted for income Tax purposes on Straddle Period Returns or Pre‑Closing Period Returns, will be reported on such returns as income Tax deductions of Sellers for the Tax year (or any notification portion thereof) that ends on or election relating thereto) without includes the prior written consent of Seller (which consent shall Closing Date and will not be unreasonably withheldreported on any other income Tax Return of Buyer or the Tiffin Group or Subsidiaries, conditioned or delayed). At Seller’s requestin each case, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested the extent permitted by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali Groupapplicable Law.

Tax Returns. (a) Parent Seller shall prepare shall, at its own expense, be responsible for preparing and timely file or shall cause to be prepared and timely filed filing (i) any all Tax Return Returns of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) Holdco and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group its Subsidiaries for any taxable period that ends all periods ending on or before prior to 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 are required to be filed on or before prior to the Closing Date (taking into account any applicable extensions) (“Seller Holdco Tax Returns”) and (ii) all Tax Returns that include Seller Holdco or any of its Subsidiaries, on the one hand, and Parent Seller or any of its Affiliates other than Seller Holdco and its Subsidiaries, on the other hand (“Combined Tax Returns” and, together with Seller Holdco Tax Returns, “Seller Tax Returns”). All Seller Tax Returns shall be prepared on a basis consistent with the past practices of Parent Seller or its applicable Affiliate except to the extent (i) failure to do so would not reasonably be expected to adversely affect Purchaser or any of its Affiliates (including Seller Holdco and its Subsidiaries) or (ii) otherwise required by a change in Law. Parent Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate each Seller Tax Returns that are required Return (or in the case of any Combined Tax Returns, the relevant portions thereof relating solely to be filed after the Closing Date Seller Holdco and its Subsidiaries, subject to Section 7.1(c)) at least fifteen thirty (1530) calendar days (twenty-five (25) calendar days in the case of corresponding U.S. state or local returns (“Corresponding Returns”)) prior to the due date for filing such Tax Returns thereof (taking into account any extensionsextensions thereof) and Purchaser shall timely file or cause to be timely reflect on the filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith return any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in writing within twenty (20) calendar days (fifteen (15) calendar days in the immediately preceding sentence (or any notification or election relating theretocase of Corresponding Returns) without following the prior written consent of date such Tax Returns are delivered by Parent Seller (which consent to Purchaser. Parent Seller shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, file or cause to be filed, amended Pre-Closing Separate filed all Seller Tax Returns and shall pay or cause to be paid any Seller Indemnified Taxes shown as due on such Seller Tax Returns. Purchaser shall promptly provide prepare and file all Tax Returns of Seller Holdco and its Subsidiaries that are not Seller Tax Returns (“Purchaser Tax Returns”), and pay or cause to be provided) to Seller paid any information reasonably requested by Seller to facilitate the preparation and filing of any Taxes shown as due on such Tax Returns described in this Section 7.4(a(subject to Purchaser’s right to indemnification for Seller Indemnified Taxes), and . Purchaser Tax Returns for any Seller Tax Period or Straddle Period shall use commercially reasonable efforts to prepare (or cause to be prepared) such information prepared in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice practices of the relevant member entity except to the extent (i) failure to do so would not reasonably be expected to adversely affect Parent Seller or any of its Affiliates, (ii) otherwise required by a change in Law, or (iii) Purchaser reasonably determines that there is not at least “substantial authority” for a material position reflected on such Tax Return, provided, that Purchaser shall provide Parent Seller at least twenty (20) days to provide a written tax opinion, in form and substance reasonably acceptable to Purchaser, of a nationally recognized law firm or accounting firm experienced in Tax matters, concluding that there is at least “substantial authority” (as defined under Section 6662 of the Alkali GroupCode (or successor provisions thereof)) for such position, and Purchaser agrees notwithstanding the provisions of Section 7.9(c) to file such Tax Return in a manner consistent with such written tax opinion. No later than two (2) Business Days prior to the due date (taking into account extensions) for Purchaser filing any Tax Return pursuant to this Section 7.9(b), Parent Seller shall, or shall cause its Affiliates to, pay to Purchaser an amount equal to any Seller Indemnified Taxes shown as due and payable with respect to such Tax Return.

Tax Returns. (a) Seller shall prepare WRUR and timely file WRAAP have filed or shall cause caused to be prepared and filed, on a timely filed (i) any basis, all Tax Return of a member of the Seller Group Returns that are or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) were required to be filed by or with respect to any member of the Alkali Group for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”)WRUR and WRAAP,. as applicable, pursuant to applicable Legal Requirements. Seller shall timely file has delivered to Buyer (or cause will deliver 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 Buyer within three (taking into account any extensions). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed 3) days after the Closing Date at least fifteen (15date hereof) days prior to the due date for filing copies of all such Tax Returns (taking into account filed since the date of formation of WRUR and WRAAP. WRUR and WRAAP have paid, or made provision for the payment of, all Taxes that have or may have become due pursuant to those Tax Returns or otherwise, or pursuant to any extensions) and Purchaser shall timely file assessment received by WRUR or cause to be timely filed WRAAP. There have not been any audits of such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing WRAAP and WRUR have not been given or been requested to Seller within ten give waivers or extensions (10or is or would be subject to a waiver or extension given by any other Person) days of receipt of any such Pre-Closing Separate statute of limitations relating to the payment of Taxes. The charges, accruals, and reserves with respect to Taxes on the respective books of WRUR and WRAAP are adequate and are at least equal to the liability of WRUR and WRAAP for Taxes. There exists no proposed tax assessment against WRUR or WRAAP except as disclosed in the most recent balance sheets of WRUR and WRAAP delivered to Buyer. All Taxes that WRUR and WRAAP were required by Legal Requirements to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Body or other Person. All Tax Return Returns filed by WRUR and WRAAP are true, correct, and complete. There is no tax sharing agreement that will require any payment by WRUR and WRAAP after the date of this Agreement. Seller shall consider in good faith any reasonable comments received from Purchaser prepare and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any file all Tax Returns described in this Section 7.4(a), for WRAAP and Purchaser shall use commercially reasonable efforts WRUR (to prepare (the extent permissible under the applicable law) for all periods on or cause prior to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with Closing under the past practice "Closing of the relevant member of Books Method" with respect to WRAAP and WRUR subject to prorations for the Alkali Group.month in which Closing occurs for rent and other normal operating income as provided for herein;

Tax Returns. (a) Seller shall prepare and timely file or shall cause to be prepared and timely filed any combined, consolidated or unitary Tax Return for any taxable period ending on or before the Closing Effective Time that (i) includes Seller or any Tax Return of a member its Affiliates (other than the Target Entities), (ii) includes any of the Target Entities and (iii) for which Seller Group or any of an Affiliated Group that includes any member its Affiliates (other than the Target Entities) was the parent of or was otherwise primarily liable for Taxes of the Seller Group consolidated or unitary group for the relevant Tax period (including any a “Combined Tax Return”). With respect to the Target Entities, each Combined Tax Return shall be prepared in a manner consistent with past practices to the extent permitted by applicable Law. Seller shall timely file or cause to be timely filed such Combined Tax Returns and shall deliver, or cause to be delivered, to Purchaser no more than sixty (60) and (ii) days after the due date for each such Combined Tax Return a pro forma of such Combined Tax Return containing all Tax items of the Target Entities included in such Combined Tax Return. Seller shall prepare or shall cause to be prepared any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to any member of the Alkali Group Target Entities, the Purchased Assets or the Business for any taxable period that ends on or before the Closing Date Effective Time (a “Pre-Closing Separate Seller Tax Return””). Seller shall prepare each Pre-Closing Seller Tax Return in a manner consistent with past practices to the extent permitted by applicable Law. Seller shall timely file or cause to be timely filed any Combined Tax Return and any each Pre-Closing Separate Seller Tax Return that is required to be filed on or before the Closing Date Effective Time (taking into account any extensions), shall promptly provide to Purchaser a copy of each such Tax Return and shall timely pay to the appropriate Taxing Authorities all amounts shown as due on each such Tax Return. Not less than sixty (60) days prior to the due date of each Pre-Closing Seller Tax Return required to be filed by Purchaser after the Closing Date, Seller shall provide Purchaser with written notice of any Tax position it expects to take on such Tax Return that Seller does not in good faith believe is a Certain Tax Position. Seller shall deliver, or cause to be delivered, to Purchaser a draft of each Pre-Closing Seller Tax Return that is required to be filed after the Closing Date at least thirty five (35) days prior to the due date for filing such Tax Return (taking into account any extensions), and Seller shall not unreasonably reject any comments to such Tax Return received from Purchaser not later than twenty (20) days before the due date thereof (taking into account any extensions). Seller shall pay to Purchaser all amounts shown as due on each Pre-Closing Seller Tax Return that is required to be filed after the Closing Date (taking into account any extensions) not less than five (5) Business Days before the due date of each such Tax Return. Purchaser shall timely file or cause to be timely filed all Pre-Closing Separate Seller Tax Returns that are required to be filed after the Closing Date at least fifteen (15) days prior and shall timely pay to the appropriate Taxing Authorities all amounts shown as due date for filing such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed on such Tax Returns. If Purchaser objectsExcept as otherwise required by applicable Law, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Pre-Closing Seller Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (Seller, which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly use reasonable best efforts to timely provide (or cause to be timely provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a6.4(a), and Purchaser Seller shall use commercially reasonable best efforts to prepare timely provide (or cause to be preparedtimely provided) such to Purchaser any information in a manner and on a timeline reasonably requested by SellerPurchaser to facilitate the review of such Tax Returns. Seller shall prepare or shall cause to be prepared any Tax Return (other than any Combined Tax Return or any Pre-Closing Seller Tax Return) that is required to be filed by or with respect to GCP Tecnologías Venezuela, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali Group.S.A. for the

Tax Returns. (a) Seller The Purchaser shall prepare and timely file or shall cause to be prepared and timely filed (i) any all Tax Return of a member Returns of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) Company and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group its Subsidiaries for any taxable Taxable period that ends ending on or before the Closing Date and that portion of any Straddle Period ending on the Closing Date (together, a “Pre-Closing Separate Tax ReturnPeriod”). Seller ) that are filed after the Closing Date and, subject to the indemnification obligations hereunder, shall timely file pay or cause to be timely filed paid all Taxes due with respect to such Tax Returns; provided that, with respect to any Combined income Tax Return and Returns of the Company its Subsidiaries for any Pre-Closing Separate Tax Return that is required to be filed Taxable period (or portion thereof) ending on or before the Closing Date (taking into account any extensions). that reflects a Tax for which the Seller may be liable, the Purchaser shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate prepare such Tax Returns that are consistent with past practice unless otherwise required by applicable Law and Purchaser shall deliver a draft of such Tax Return to be filed after the Closing Date Seller at least fifteen thirty (1530) days prior to the due date for filing such Tax Returns thereof (taking into account any extensions) extensions of the due date), and the Purchaser shall timely file or cause allow the Seller to be timely filed comment on such Tax Returns. If Return and shall consider in good faith all comments made by the Seller that are received by the Purchaser objects, Purchaser shall provide such objection in writing to Seller within at least ten (10) days prior to the due date of receipt such Tax Return (taking into account any extensions of the due date). “Straddle Period” means any Tax period beginning on or before the Closing Date and ending after the Closing Date. With respect to Taxes of the Company its Subsidiaries relating to a Straddle Period, the portion of any such Tax that is allocable to the Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described Period will be determined as follows: (i) in the immediately preceding sentence (or any notification or election relating thereto) without case of real property Taxes, personal property Taxes and similar ad valorem Taxes, the prior written consent amount of Seller (such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended is the number of calendar days of such Straddle Period in the Pre-Closing Separate Tax ReturnsPeriod 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 the Company and its Subsidiaries terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property purchased by the Purchaser and placed in service after the Closing, shall be allocated on a per diem basis. Purchaser The parties hereto agree to deduct the Transaction Tax Deductions on the Closing Date to the maximum extent permitted by applicable Law and shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate file all Tax Returns consistently therewith. In the preparation and filing event of any Tax Returns described in disagreement over the application of this Section 7.4(a10.02(a), and Purchaser shall use commercially reasonable efforts including with respect to prepare (the deductibility of any Transaction Tax Deductions or cause the amount or timing of any payment to be prepared) such information in a manner and on a timeline requested by the Seller, which information and timeline the Valuation Firm shall be consistent resolve such dispute in accordance with the past practice of the relevant member of the Alkali Groupprinciples set forth in Section 1.04.

Tax Returns. (a) The Seller shall prepare and timely file or shall cause to be prepared and timely filed when due (taking into account all extensions properly obtained) (i) any all income Tax Return of a member of the Seller Group or of an Affiliated Group Returns that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) are required to be filed by or with respect to any member of Company Entity on a combined, consolidated or unitary basis with the Alkali Group for Seller or any taxable period that ends on or before the Closing Date Affiliate thereof (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed other than any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date includes only Company Entities) and (taking into account any extensions). Seller shall deliver, or cause to be delivered, to Purchaser ii) all Pre-Closing Separate other income Tax Returns that are required to be filed after by or with respect to the Closing Date at least fifteen (15) days Company Entities for any taxable periods ending on or prior to the Closing Date. In each case, the Seller shall remit or cause to be remitted any Taxes due date for filing in respect of such Tax Returns (taking to the extent such Taxes were not taken into account any extensions) and as a liability reducing Actual Net Working Capital). The Purchaser shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to any Company Entities after the Closing Date and shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. If Any Tax Returns relating to a Straddle Tax Period will be prepared in a manner consistent with the prior practice of the Company Entities unless otherwise required by applicable Laws. No later than thirty (30) days prior to filing, the Purchaser objects, will deliver to the Seller a copy of any Tax Return relating to a Pre-Closing Tax Period or Straddle Tax Period for the Seller’s review and the Purchaser shall provide incorporate any reasonable comments received from the Seller within fifteen (15) days thereafter into such objection Tax Returns prior to filing. Within ten (10) Business Days after the filing of any Tax Return relating to a Straddle Tax Period, the Seller shall pay to the Purchaser an amount equal to the excess, if any, of (x) the amount of Taxes relating to the portion of such Straddle Tax Period ending on the Closing Date (as determined, under Section 10.3(b)) shown on any such Tax Return over (y) the amount of such Taxes paid by the Company on or before the Closing Date in writing respect of such Tax period (whether as payments of estimated Tax or credits of prior years’ Refunds or taken into account as a liability reducing Actual Net Working Capital). Alternatively, an amount equal to the excess, if any, of the amount in clause (y) of the preceding sentence over the amount described in clause (x) of the preceding sentence will be paid in cash by the Company to the Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in Business Days following the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) for any such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali GroupStraddle Tax Period.

Tax Returns. (a) Seller shall prepare be responsible for and pay when due all of Seller's Taxes attributable to or levied or imposed upon the Assets relating or pertaining to the period (or that portion of any period) ending on or prior to the Closing Date. Seller shall continue to timely file within the time period for filing, or shall cause any extension granted with respect thereto, all of Seller's Tax returns required to be prepared filed in connection with the Assets for all periods ending on or prior to the Closing Date and timely filed any portion of any such Tax returns connected therewith shall be true and correct and completed in accordance with applicable laws. Buyer shall be responsible for and pay when due (i) all of Buyer's's taxes attributable to or levied or imposed upon the Assets relating or pertaining to the period (or that portion of any Tax Return of a member of period) beginning the Seller Group or of an Affiliated Group that includes any member of day immediately following the Seller Group (including any Combined Tax Return) Closing Date and (ii) all taxes attributable to, levied or imposed upon, or incurred in connection with Buyer's business operations immediately following the Closing Date. Buyer shall timely file within the time period for filing, or any extension granted with respect thereto, all of Buyer's Tax Return (other than any Combined Tax Return) returns required to be filed by in connection with the Assets for all periods ending after the Closing Date and any portion of any such Tax Returns connected therewith shall be true and correct and completed in accordance with applicable laws. Federal and state income and franchise Taxes imposed on or with in respect to any member of the Alkali Group Assets for any taxable period that ends on or before includes the Closing Date shall be allocated to and paid by (a “Pre-i) Seller for the period up to and including the Closing Separate Tax Return”)Date, and (ii) Buyer for the period subsequent to the Closing Date. Seller shall timely file or cause For purposes of this Agreement, Taxes for the period up to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before including the Closing Date (taking into account any extensions). Seller shall deliver, or cause and for the period subsequent to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least fifteen (15) days prior to shall be apportioned on a per diem basis in the due date for filing such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt case of any such Pre-Taxes not measured or measurable in whole or in part with reference to net or gross income, sales or receipts, capital expenses or compensation expenses, and all other such Taxes shall be determined on the basis of any interim closing of the books of the Product Line as of the Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Date. Seller and Purchaser Buyer shall cooperate provide reasonable cooperation to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described each other in the immediately preceding sentence connection with (or any notification or election relating theretoi) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and or filing of any Tax Returns described in this Section 7.4(a)return, Tax election, Tax consent or certification, or any claim for a Tax refund, (ii) any determination of liability of Taxes, and Purchaser shall use commercially reasonable efforts (iii) any audit, examination or other proceeding in respect of Taxes related to prepare (the Assets or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice operation or activities of the relevant member of the Alkali GroupAssets.

Tax Returns. (ai) Seller Sellers' Representative shall prepare (or cause to be prepared) and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group 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), including all applicable extensions, all Tax Returns of the Acquired Companies and Fabio required to be filed for all Tax periods ending on or prior to the Closing Date (including, but not limited to, final U.S. federal, state and local income Tax Returns and reports for the period beginning on January 1, 2005 and ending on the Closing Date) and any Combined amended Tax Return or report for any such Tax period (any such Tax Return or report or amended Tax Return or report, a "Pre-Closing Tax Return"). All Pre-Closing Tax Returns shall be prepared in a manner consistent with prior practice, unless otherwise required by applicable laws. The Buyer shall, and shall cause the Acquired Companies and Fabio to, reasonably cooperate with Sellers' Representative in connection with any Pre-Closing Separate Tax Return that is required Return. Such cooperation shall include, but shall not be limited to, the prompt furnishing by Buyer, the Acquired Companies and Fabio of: (A) a limited power of attorney (and/or such other authorization) as shall be reasonably necessary to be filed on or before the Closing Date (taking into account enable Sellers and/or Sellers' Representative to execute and file any extensions). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required Return, subject to the provisions of this Section 7.8(d); and (B) any and all records, documents, consents, certificates, workpapers and other information as may be filed after necessary for the Sellers and/or its representatives to prepare and timely file a Pre-Closing Date Tax Return. Sellers' Representative shall provide the Buyer with a complete copy of each such Pre-Closing Tax Return at least fifteen thirty (1530) days prior to the due date for filing such Tax Returns Return, including applicable filing extensions. To the extent that any position taken on such Pre-Closing Tax Return or any item thereon is inconsistent with the manner in which a prior Tax Return was prepared (taking into account any extensionsor such item was not previously reported or such position was not previously taken) and Purchaser such position or treatment of an item is reasonably expected to (A) materially affect the Tax liability of an Acquired Company, Fabio or the Buyer in a Post-Closing Tax Period, (B) affect the determination of useful life, basis or method of depreciation, amortization or accounting of any of the assets or properties of an Acquired Company, Fabio, or the Buyer, (C) accelerate the time at which any Tax must be paid by an Acquired Company, Fabio or the Buyer, or (D) relate to the Section 338(h)(10) Election, the Buyer shall timely file or cause have the right to be timely filed object to the filing of such Pre-Closing Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing Return by delivery of a written notice to Seller Sellers' Representative within ten fifteen (1015) days following the receipt thereof. The failure of receipt the Buyer to object to the filing of any such Pre-Closing Separate Tax Return within such fifteen-day period shall constitute approval thereof. The Sellers' Representative and Seller the Buyer shall consider attempt in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended disagreements regarding such Pre-Closing Separate Tax ReturnsReturn prior to the due date for filing thereof. Purchaser shall promptly provide (or cause Any disagreements regarding such Pre-Closing Tax Return which are not resolved prior 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 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline thereof shall be consistent with promptly resolved pursuant to Section 7.8(k) which shall be binding on all the past practice of the relevant member of the Alkali Groupparties.

Tax Returns. (a) Seller shall prepare and timely file or shall cause to be prepared and timely filed (i) any combined, consolidated or unitary Tax Return that includes Seller or any of a member its Affiliates (other than the Purchased Companies or their respective Subsidiaries), on the one hand, and any of the Seller Group Purchased Companies or of an Affiliated Group that includes any member of their respective Subsidiaries, on the Seller Group other hand (including any 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 any member of the Alkali Group Purchased Entities or any of their Subsidiaries or, to the extent within the power of Seller or any of its Affiliates (other than solely the Purchased Ventures or their Subsidiaries) using commercially reasonable efforts, any of the Purchased Consolidated Ventures or any of their Subsidiaries, for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall prepare or cause to be prepared all Pre-Closing Separate Tax Returns in a manner consistent with past practices of the Purchased Consolidated Companies and their Subsidiaries, as applicable, except to the extent that Seller or the relevant Purchased Consolidated Company or Subsidiary of a Purchased Consolidated Company determines in good faith that there is not at least “substantial authority,” within the meaning of Section 6662(d)(2)(B)(i) of the Code, for a particular position. 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). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least fifteen (15) days prior to the due date for filing such Tax Returns (taking into account any extensions) and ). Purchaser shall timely file or cause to be timely filed such Tax ReturnsReturns other than any Tax Return with respect to which Purchaser reasonably determines that such Tax Return reflects a position with respect to a material item for which there is no reasonable basis. In such case, Purchaser shall promptly notify the Seller in writing and Purchaser and Seller shall negotiate in good faith to reach agreement on any disputed items. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller are unable to reach such agreement, any remaining dispute shall consider in good faith any reasonable comments received from Purchaser and Seller be resolved by the Independent Accounting Firm as promptly as practicable, and Purchaser shall cooperate or shall cause to resolve any remaining disagreementbe filed a Tax Return that reflects the resolution of such disputed item (as agreed by the parties or as determined by the Independent Accounting Firm). Except as otherwise required by applicable Law, Purchaser shall not amend or revoke any Combined Tax Return described in the immediately preceding sentence or any Pre-Closing Separate Tax Return (or any notification or election relating thereto) without the prior written consent of Seller (Seller, which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), 6.4(a) and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali GroupPurchased Consolidated Companies or their respective Subsidiaries, as applicable.

Tax Returns. (a) Seller Buyer shall prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group 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). Seller shall deliverduly prepare, or cause to be deliveredprepared, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Closing Date at least fifteen (15) days prior to the due date for filing such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be timely filed, amended solely at Buyer's expense, all Tax Returns required to be filed by the Buyer for any Pre-Closing Separate Tax Period ("Pre-Closing Tax Returns"). Purchaser All Pre-Closing Tax Returns shall promptly provide (be prepared in accordance with historic practices of the Buyer, to the extent permitted by applicable Law. To the extent permitted by applicable Law, the Seller shall include any income, gain, loss, deduction or cause to be provided) 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 Seller for such periods. Buyer shall be solely liable for any information 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 Seller 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 Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a)Seller. Buyer shall duly prepare, and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared, and timely file, or cause to be timely filed, all Tax Returns 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 information in a manner returns "Post-Closing Tax Returns"). The cost of preparing all Straddle Tax Returns and on a timeline requested by Seller, which information and timeline Post-Closing Tax Returns shall be consistent with borne by the past practice of the relevant member of the Alkali GroupBuyer. Buyer shall permit Seller to review and comment on each Straddle Tax Return prior to filing.

Tax Returns. (a) Seller shall prepare and timely file or shall cause to be prepared and timely filed (i) any The Company shall, at its expense, use the historic Tax Return of a member preparers of the Seller Fairway Group or of an Affiliated Group that includes Companies to prepare any member Pass-Through Income Tax Returns of the Seller Fairway Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group Companies for any taxable period that ends all periods ending on or before prior to 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). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that are required to be filed due after the Closing Date and for all Straddle Periods (“Seller Tax Returns”). The Company shall deliver to Purchaser and the Representative copies of any such Seller Tax Returns at least fifteen thirty (1530) days prior to the due date for filing any such Seller Tax Returns Return (taking into account any all applicable extensions) for the Representative’s and Purchaser shall timely file or cause Purchaser’s review and written consent, not to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed. Except as otherwise required by applicable Law, all Seller Tax Returns shall be prepared in a manner consistent with the past practices of the Fairway Group Companies in filing such Tax Returns; provided, however, that (i) any gain recognized by the Fairway Group Companies in respect of the Company Restructuring shall be allocated to the Pre-Closing Period and further allocated to the Blockers and the Selling Members, as applicable, (ii) to the maximum extent permitted by Law, any Transaction Tax Deductions shall be treated as relating to the Pre-Closing Period and (iii) a timely election shall be made to apply Rev. Proc. 2011-29 with respect to any amounts paid or payable in connection with the Closing that constitute success-based fees within the scope of Rev. Proc. 2011-29. Purchaser and the Representative agree to consult and resolve in good faith any dispute arising as with respect to any Seller Return and if they cannot agree on any disputed issue or item, such disputed issues shall be referred to, and resolved by (within a reasonable time, taking into account the deadline for filing such Seller Return) the Accounting Referee or another nationally recognized independent accounting firm to be mutually agreed upon by Purchaser and the Representative (such agreed firm being the “Tax Referee”). At Seller’s request, Purchaser shall timely and properly file, or cause to be filed, amended Pre-Closing Separate such Seller Return reflecting the dispute as finally and conclusively resolved by the Tax Returns. Referee; provided that if the disputed items are not resolved before the filing due date (taking into account extensions), any such Seller Return shall be finalized and filed in the manner provided by the Representative, and, to the extent the disputed items are resolved by the Tax Referee in the manner proposed by Purchaser, Purchaser shall will promptly provide (amend or cause to be providedamended such Seller Return consistent with such resolution to the extent permitted by Law. The costs, fees and expenses of the Tax Referee shall be borne equally by the Representative and Purchaser. The Parties shall use reasonable best efforts to (A) to Seller complete all final Pass-Through Income Tax Returns (including Schedules K-1) of the Company for Tax periods that include the Closing Date by February 28, 2019 and (B) provide the Representative with any information or estimates reasonably requested required by Seller to facilitate it or its Affiliates for tax reporting purposes promptly upon request by the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali GroupRepresentative.

Tax Returns. The Buyers and the HD-Parties shall cooperate fully, as and to the extent reasonably requested by each other party, in connection with the filing of the tax returns and any audit, litigation or other proceeding with respect to taxes relating to the HD-Parties, HDMOA, the Business, or the Assets (a) Seller including reasonable access to books and records, tax returns, and tax filings). The HD-Parties shall prepare have the exclusive obligation and timely authority to file or shall cause to be prepared filed at its sole cost all federal, state, local, and timely filed (i) any Tax Return of a member of the Seller Group or of an Affiliated Group foreign tax returns that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) are required to be filed by or with respect to any member the income, assets, properties and operations of the Alkali Group HD-Parties or HDMOA for any taxable year or taxable period that ends ending on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller Date, and the Buyers shall timely have the exclusive obligation and authority to file or cause to be timely filed any Combined Tax Return at their sole expense all federal, state, local, and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns foreign tax returns that are required to be filed by or with respect to the income, assets, properties and operations of the HD-Parties or HDMOA then-owned by the Buyers or any successor thereto for any taxable year or other taxable period following the Closing Date. HD, HD-Holdings and the Buyers agree to provide each other with copies of any tax returns prepared by them after the Closing Date at least fifteen (15) days prior which relate, in whole or in part, to taxable periods beginning before the due date for filing such Tax Returns (taking into account any extensions) Closing Date and Purchaser shall timely file which reasonably could be expected to affect the tax consequences or cause tax liabilities of the other party. HDMA, HD-Holdings and the Buyers agree to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return consult and Seller shall consider resolve in good faith any reasonable comments received from Purchaser objection raised in connection with such tax returns. The HD-Parties shall pay all taxes for which the HD-Parties or HDMOA are or may be liable with respect to any taxable year or other taxable period beginning before the Closing Date and Seller ending after the Closing Date (the “Overlap Period”). Taxes for any pre-Closing period and Purchaser the Overlap Period shall cooperate be computed and allocated among HD, HD-Holdings, and the Buyers as if the relevant taxable period ended at the Closing Date, except that (i) exemptions, allowances or deductions that are allowed on an annual basis and (ii) real property, personal property, intangibles and other similar taxes imposed on a periodic basis shall be allocated on a per diem basis. HD, HD-Holdings, and the Buyers shall have the joint authority to control any audit or examination by any taxing authority, initiate any Claim for refund, amend any tax return, and contest, resolve and defend against any remaining disagreement. Purchaser assessment for additional taxes, notice of tax deficiency or other adjustment of taxes of or relating to any liability for taxes for the Overlap Period; provided, however, that the Buyers shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) not, without the prior written consent of Seller (HD and HD-Holdings, which consent shall not be unreasonably withheld, conditioned enter into any settlement of any contest or delayed). At Seller’s request, Purchaser shall fileotherwise compromise any issue that affects or may affect the tax liability of the HD-Parties or HDMOA, or cause to be filed, amended Preany of their affiliates for any pre-Closing Separate Tax Returns. Purchaser shall promptly provide (period 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 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice portion of the relevant member of Overlap Period ending on and including the Alkali GroupClosing Date.

Tax Returns. (a) Seller Without limiting Purchaser’s indemnification rights pursuant to Section 11.2(b), after the Closing Date, Purchaser shall prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group file (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group 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). Seller shall deliver, or cause to be delivered, to Purchaser filed) all Pre-Closing Separate Tax Returns with respect to Asset Taxes that are required to be filed after the Closing Date at least fifteen that relate to any Tax period ending before the Effective Date or any Straddle Period on a basis consistent with past practice except to the extent otherwise required by Law; provided that Purchaser shall use its reasonable best efforts, taking into account that the due date for a Tax Return may be contemporaneous with the closing of a Tax period, to submit each such Tax Return to Seller for its review and comment reasonably in advance of the due date therefor, and Purchaser shall incorporate any reasonable comments received from Seller up to five (155) days prior to the due date for filing therefor and timely file any such Tax Returns Return, and (taking into account any extensionsii) and Purchaser shall timely file pay (or cause to be timely filed such paid) prior to delinquency, all Asset Taxes relating to any Tax Returnsperiod that ends before or includes the Effective Date that become due after the Closing Date. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days In the case of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence clause (or any notification or election relating theretoi) without the prior written consent of that includes Taxes that are allocable to Seller (which consent shall not be unreasonably withheld, conditioned or delayedpursuant to Section 9.1(a). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) send to Seller any information reasonably requested by a statement that apportions the Taxes shown on such Tax Return between Purchaser and Seller to facilitate the preparation and filing of any Tax Returns described in this accordance with Section 7.4(a9.1(a), and Purchaser the applicable Seller Party shall use commercially reasonable efforts promptly pay the amount shown as allocable to prepare Seller on such statement. The Parties agree that (or cause A) this Section 9.2 is intended to be preparedsolely address the timing and manner in which certain Tax Returns are filed and the Taxes shown thereon are paid to the applicable taxing authority and (B) such information in a manner and on a timeline requested by Seller, which information and timeline nothing within this Section 9.2 shall be consistent with interpreted as altering the past practice of manner in which Taxes are allocated and economically borne by the relevant member of the Alkali GroupParties.

Tax Returns. (a) Seller shall Sellers shall, at the cost and expense of Sellers, prepare and timely file or shall cause to be prepared and timely filed (i) any Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to any member of the Alkali Group 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 all Tax Return and any Pre-Closing Separate Tax Return that is required to be filed Returns of the Target Companies for all periods ending on or before prior to the Closing Tax Lockbox Date (taking into account any extensions). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate Tax Returns that which are required to be filed after the Closing Date at (“Pre-Lockbox Returns”). Such Pre-Lockbox Returns shall be prepared in a manner consistent with past practice (unless otherwise required by Applicable Law). Sellers shall permit Buyer to review and comment on each such Pre-Lockbox Return prior to filing. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Target Companies for taxable periods beginning after the Tax Lockbox Date and ending prior to the Closing Date and for Straddle Periods (collectively, “Straddle Returns”), if any. Any such Straddle Returns shall be prepared in a manner consistent with past practice (unless otherwise required by applicable Law). Buyer shall permit Sellers to review and comment on any such Straddle Return prior to filing. At least fifteen (15) five days prior to the due date of any Pre-Lockbox Return or Straddle Return, Sellers shall pay to Buyer the amount of Taxes for periods (or portions thereof) ending on or prior to the Tax Lockbox Date shown as due on any Pre-Lockbox Returns or Straddle Returns (the “Pre-Tax Lockbox Date Liability”). The Pre-Tax Lockbox Date Liability shall be calculated (i) in accordance with applicable Tax Law, (ii) in accordance with the past practices of the Target Companies for filing such Tax Returns with respect to such Taxes, except to the extent such past practices are not in accordance with applicable Tax Law, (iii) in the case of any Taxes for a Straddle Period, in accordance with the principles set forth in Section 6.2(e), (iv) by taking into account any extensionsprepayments of Taxes (including estimated Tax payments) by the Target Companies prior to Closing for purposes of determining the amount of Taxes that are unpaid as of the Closing, and Purchaser shall timely file (v) by taking into account any Tax deductions attributable to any payments or cause expenses borne directly or indirectly by the Target Companies in connection with the transactions contemplated by this Agreement (including any Transaction Expenses) or net operating losses and other Tax assets of the Target Companies, but only to be timely filed the extent such deductions, net operating losses or other Tax Returns. If Purchaser objects, Purchaser shall provide such objection assets are deductible in writing to Seller within ten (10) days of receipt of any such a Pre-Closing Separate Lockbox Taxable Period under applicable Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali GroupLaw.

Tax Returns. (a) Seller shall prepare The Company and timely file or shall cause to be prepared and timely its Subsidiaries have filed (i) any all Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) Returns required to be filed by or on behalf of the Company and its Subsidiaries and all such Tax Returns are correct and complete. The Company and its Subsidiaries have paid all Taxes required to have been paid (whether or not reflected on any Tax Return). No Governmental Authority in any jurisdiction where the Company or any of its Subsidiaries do not file a Tax Return has made a claim, assertion or threat to the Company or its Subsidiaries that such entity is or may be subject to taxation by such jurisdiction; there are no Liens with respect to Taxes on the Company or any member of its Subsidiaries’ property or assets other than Permitted Liens; and there are no Tax rulings, requests for rulings, or closing agreements relating to the Alkali Group Company or any of its Subsidiaries for any taxable period (or portion of a period) that ends on or before would affect any period after the date hereof. The Company and its Subsidiaries have withheld, and will continue until the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to withhold, any Taxes which are required by applicable Law to be withheld and has timely filed any Combined Tax Return paid or remitted, and any Pre-Closing Separate Tax Return that is required to be filed on or before will continue until the Closing Date (taking into account to pay and remit, on a timely basis, the full amount of any extensions). Seller shall deliver, Taxes which have been or cause to will be deliveredwithheld, to Purchaser the applicable Governmental Authority. Transactions in respect of goods or services between the Company and its Subsidiaries and any affiliated or related Person have occurred for arm’s length consideration, and the Company and its Subsidiaries have complied with all Pre-Closing Separate Tax Returns that are required contemporaneous documentation requirements and all other transfer pricing requirements in respect of affiliated or related party transactions. Neither the Company nor any of its Subsidiaries is a party to be filed after the Closing Date at least fifteen (15) days prior any agreement, waiver, extension or arrangement with any Governmental Authority which relates to any extension of time with respect to the due date for filing such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a)Return, and Purchaser shall use commercially reasonable efforts to prepare (any payment of Taxes or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali Groupany assessment.

Tax Returns. (a) Seller The Stockholder Representative shall prepare and timely file prepare, or shall cause to be prepared prepared, and timely filed Parent shall file or cause to be filed, all Tax Returns that reflect any Pre-Closing Tax Period (i) any including, for the avoidance of doubt, Tax Return of a member of the Seller Group or of an Affiliated Group that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax ReturnReturns for Straddle Periods) required to be filed by or with respect to any member on behalf of the Alkali Group for any taxable period Company after the Closing Date that ends on or before have an initial due date after the Closing Date (assuming for such purpose that, if a valid extension is obtained, the initial due date is the extended due date) to the extent not already filed prior to the Closing Date (each, a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Such Pre-Closing Separate Tax Return that is Returns shall be prepared in a manner consistent with past practices of the Company unless otherwise required to be filed on or before by Applicable Laws and, if applicable, shall reflect the Closing Date (taking into account any extensionsprovisions of Section 6.10(h). Seller The Stockholder Representative shall deliver, or cause to be delivered, to Purchaser all provide Parent with a copy of each such proposed Pre-Closing Separate Tax Returns that are required to Return (and such additional information regarding such Pre-Closing Tax Return as may reasonably be filed after the Closing Date requested by Parent) at least thirty (30) days before filing for Parent’s review and comment. Parent shall have fifteen (15) days prior to the due date for filing such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of following receipt of any such Pre-Closing Separate Tax Return to provide to the Stockholder Representative any written comments to such Pre-Closing Tax Return, and Seller Parent and the Stockholder Representative shall consider attempt in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreementdispute regarding any such comments. Purchaser If Parent and the Stockholder Representative are unable to resolve any such dispute within a five (5) day period, such dispute shall not amend or revoke any Tax Return described be referred to the Independent Accountant for resolution. Each Party shall use its reasonable efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining to the unresolved items as the Independent Accountant may request. All communications between Parent and Stockholder Representative, on the one hand, and the Independent Accountant, on the other hand, will be in writing with copies simultaneously delivered to the immediately preceding sentence non-communicating Party. The Independent Accountant shall make a written determination as to the dispute within a reasonable time after the same is submitted to the Independent Accountant (or any notification or election relating thereto) without taking into account the prior written consent due date of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended the applicable Pre-Closing Separate Tax ReturnsReturn), which determination shall be conclusive, final and binding on the parties for all purposes hereunder. Purchaser If during the process of resolving a dispute concerning a Pre-Closing Tax Return such Pre-Closing Tax Return becomes due (taking into account valid extensions, which shall promptly provide (be obtained if available), then the Surviving Corporation may file such Pre-Closing Tax Return or cause such Pre-Closing Tax Return to be providedfiled reflecting any changes that were agreed upon prior to filing. If as a result of the resolution of the dispute by the Independent Accountant it is determined that such Pre-Closing Tax Return should have been prepared differently, such Pre-Closing Tax Return shall be amended and refiled accordingly. The costs and expenses of the Independent Accountant shall be borne by the Stockholder Representative (solely on behalf of the Equityholders) to Seller any information reasonably requested by Seller to facilitate and the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information Parent in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali Group.Section 3.07. -49-

Tax Returns. (ai) Seller The Sellers shall prepare and timely file or shall cause to be prepared and timely filed when ----------- due (itaking into account all extensions properly obtained) any all Tax Return of a member of the Seller Group or of an Affiliated Group Returns that includes any member of the Seller Group (including any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) are required to be filed by or with respect to any member of the Alkali Group Company or the Subsidiaries for any taxable period that ends years or periods ending on or before the Closing Date (a “Pre-Closing Separate "Seller Returns") and shall remit -------------- any Taxes due in respect of such Tax Return”). Seller Returns, and the Buyer 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 when due (taking into account any extensions). Seller shall deliver, or cause to be delivered, to Purchaser all Pre-Closing Separate extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company or the Subsidiaries for taxable years or periods ending after the Closing Date at least fifteen and shall remit any Taxes due in respect of such Tax Returns. The Sellers shall prepare all Seller Returns and submit any Seller Returns which require a signature by an officer of the Company or any Subsidiary together with a declaration signed by any officer of the Sellers that "Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct and complete." The Buyer shall cause an officer of the Company or Subsidiary to promptly sign and return to the Sellers all such Seller Returns. The Sellers shall indemnify any signatory to any Seller Return from any and all personal liability relating to signing such Seller Return including reasonable attorneys' fees. Not later than 45 days prior to the due date (15taking into account extensions properly obtained) for filing any Tax Return in respect of any Straddle Period, the Buyer shall submit a copy of such Tax Return to the Sellers for Sellers' review and approval (which approval shall not be unreasonably withheld). The Sellers or the Buyer shall reimburse the other party for the Taxes for which the Sellers or the Buyer is liable pursuant to paragraph (a) of this Section 8.2 but which are payable with Tax Returns to be ----------- filed by the other party pursuant to the previous sentence upon the written request of the party entitled to reimbursement, setting forth in detail the computation of the amount owed by the Sellers or the Buyer, as the case may be, but in no event earlier than 10 days prior to the due date for filing paying such Tax Returns (taking into account any extensions) and Purchaser shall timely file or cause to be timely filed such Tax Returns. If Purchaser objects, Purchaser shall provide such objection in writing to Seller within ten (10) days of receipt of any such Pre-Closing Separate Tax Return and Seller shall consider in good faith any reasonable comments received from Purchaser and Seller and Purchaser shall cooperate to resolve any remaining disagreement. Purchaser shall not amend or revoke any Tax Return described in the immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). At Seller’s request, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns. Purchaser shall promptly provide (or cause to be provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 7.4(a), and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the relevant member of the Alkali GroupTaxes.