Common use of Tax Returns Clause in Contracts

Tax Returns. (a) The Representative shall prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Parties.

Tax Returns. (a) The Representative Seller shall prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall pay, file or cause to be paid, timely filed when due (taking into account all Taxes of the Company due on or before the Closing Date. Such extensions properly obtained) (x) all Tax Returns shall that are required to be prepared filed by treating items on such Tax Returns in a manner consistent with the past practices of the Company 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 items, except as 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 Lawor 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 fifteen thirty (15) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (530) days prior to the due date (taking into account any extension) for the filing any such of Tax ReturnReturns relating to Taxes arising or with respect to periods on or prior to the Closing Date, Parent Buyer shall be deemed deliver to have no comments to Seller a draft of such Tax Returns. (b) Parent . Buyer shall prepare and file, or cause consider in good faith any comment that Seller submits to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date Buyer at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into the due date of such Tax Returns. If Parent does not receive comments from Seller or Buyer shall reimburse the Representative at least five other party the Taxes for which Seller or Buyer is liable pursuant to paragraph (5a) days prior of this Section 8.2 but which are remitted in respect of any Tax Return to be filed by the filing other party pursuant to this paragraph (b) upon the written request of such Tax Returnsthe party entitled to reimbursement setting forth in detail the computation of the amount owed by Seller or Buyer, as the Representative shall be deemed to have case may be, but in no comments to such Tax Returns. (c) Not later event earlier than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b)for paying such Taxes, without duplication ofexcept, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal case of amounts owed by Seller to the amount of Pre-Closing Taxes (Buyer, to the extent not such Taxes were included on the Closing Date Balance Sheet and taken into account in determining the determination Adjusted Purchase Price. For the avoidance of doubt, such reimbursement obligations shall not be subject to the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles limitations on indemnification set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying PartiesARTICLE XI.

Tax Returns. (a) The Representative shall prepare and timely file, or shall cause to be prepared and timely filedSeller shall, at the Company Members’ its own expense, be responsible for preparing and filing (i) all Tax Returns for which income of the Company flows through Bank and the Transferred Subsidiaries (including, for this purpose, the Excluded Subsidiaries) for all periods ending on or prior to the Company Members Closing Date that relate solely to a Pre-Closing Tax Period regardless of when they are required to be filed on or prior to the Closing Date (each a 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 ReturnReturns”), . 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 Company Transferred Subsidiaries) or (ii) otherwise required by a change in Law. Seller shall paydeliver, or cause to be paiddelivered, to Purchaser 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 Company due Bank and the Transferred Subsidiaries that are not Seller Tax Returns (“Purchaser Tax Returns”) for periods ending on or before prior to the Closing Date. Such Tax Returns shall Date that are required to be prepared by treating items 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 Company with respect relevant entity except to such itemsthe extent (i) failure to do so would not adversely affect Seller or any of its Affiliates (including the Bank and the Transferred Subsidiaries), except as (ii) otherwise required by a change in Law. At , 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 prior to filing any 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, the Representative shall submit Return in a copy of any manner consistent with such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayedwritten tax opinion. If the Representative does not receive comments from Parent at least five No later than two (52) days Business Days prior to the due date (taking into account extensions) for Purchaser filing any Tax Return pursuant to this Section 5.9(b), Seller shall, or shall cause its Affiliates to, pay to Purchaser an amount equal to any Excluded Taxes shown as due and payable with respect to such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Parties.

Tax Returns. (a) The Representative Visant shall prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall pay, file or cause to be paid, all Taxes of the Company filed when due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns that are required to be filed by or with respect to ▇▇▇ ▇▇▇▇▇▇▇▇ or any of the Company after Transferred Subsidiaries or the Closing Date Business with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing any Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns, and Buyer shall file or cause to be filed when due all other Tax Returns that are required to be filed by or with respect to ▇▇▇ ▇▇▇▇▇▇▇▇ or any of the Transferred Subsidiaries or the Business. Notwithstanding All Tax Returns, to the foregoingextent they relate to Taxes of ▇▇▇ ▇▇▇▇▇▇▇▇ or any of the Transferred Subsidiaries or the Business, Parent shall be entitled, at its option, prepared and filed in a manner consistent with past practices. Visant shall pay Buyer the Taxes for which Visant is liable pursuant to recover all or any portion of such Pre-Closing Taxes from this Section 5.15 (without duplicating amounts settled pursuant to the Holdback Amount in accordance Purchase Price Adjustment Amount) but which are payable with the principles set forth in Tax Returns to be filed by Buyer pursuant to this Section 10.8(a). Not later than fifteen (155.15(c) within 10 days prior to the due date for the filing of such Tax Returns. As promptly as practicable after Visant has completed the preparation of any material Tax Returns to be prepared by Visant pursuant to this Section 5.15(c), Visant shall deliver such completed, but unfiled Tax Returns to the Buyer for its review. As promptly as practicable, but in no event less than 20 days prior to their due date, after Buyer has completed the preparation of material Tax Returns that are required to be filed by or with respect to ▇▇▇ ▇▇▇▇▇▇▇▇ or any of the payment Transferred Subsidiaries or the Business for Straddle Periods (“Straddle Returns”), Buyer shall deliver copies of such Taxescompleted 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, Parent 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 after Buyer has received such Straddle Return, the disputed issue shall notify be immediately submitted to the Representative Accounting Firm to resolve in the final binding matter prior to the due date for such Straddle Return. The fees and expenses of (i) the amount of any such Pre-Closing Taxes Accounting Firm shall be shared equally by Visant and (ii) the method of recovery from the Indemnifying PartiesBuyer.

Tax Returns. (a) The Representative shall prepare and timely file, or shall cause Without limiting Purchaser’s indemnification rights pursuant to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”Section 11.2(b), and after the Company Closing Date, Purchaser shall pay, (i) file (or cause to be paid, filed) all Taxes of the Company due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, Asset Taxes that are required to be filed after the Closing Date that relate to any Tax period ending before the Effective Date or any Straddle Period on a basis consistent with past practice except as to the extent otherwise required by Law. At least fifteen (15) days prior ; 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 filing any submit each such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, Return to Parent Seller for Parent’s its review and approvalcomment reasonably in advance of the due date therefor, which approval and Purchaser shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive incorporate any reasonable comments received from Parent at least Seller up to five (5) days prior to the due date for filing therefor and timely file any such Tax Return, Parent and (ii) pay (or cause to be paid) prior to delinquency, all Asset Taxes relating to any Tax period that ends before or includes the Effective Date that become due after the Closing Date. In the case of any Tax Return described in clause (i) that includes Asset Taxes that are allocable to Seller pursuant to Section 9.1(a) and not taken into account pursuant to Section 2.3 or Section 8.4, Purchaser shall send to Seller a statement that apportions the Asset Taxes shown on such Tax Return between Purchaser and Seller in accordance with Section 9.1(a) taking into account any adjustments pursuant to Section 2.3 and Section 8.4. Such statement shall be deemed 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 have no comments Seller as provided in such statement. Unless required by applicable Law or with Seller’s prior written consent (not to such Tax Returns. (b) Parent be unreasonably withheld, conditioned or delayed), neither Purchaser or any of its Affiliates shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing any amended Tax Return with respect to a taxable the Assets for any Tax period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such 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, Returns relating to Asset Taxes are filed and the Representative Asset Taxes shown thereon are paid to the applicable taxing authority and (B) nothing within this Section 9.2 shall be deemed interpreted as altering the manner in which Asset Taxes are allocated and economically borne by the Parties (except for any penalties, interest or additions to have no comments to such Tax Returns. (c) Not later than ten (10) days prior to the due date imposed as a result of the payment any breach by Purchaser of Taxes on any Pre-Closing Tax Returns its obligation under this Section 9.2, which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(aborne by Purchaser). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Parties.

Tax Returns. (a) The Representative Initial Members shall prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expenseon a timely basis, all of the Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall pay, for all taxable years or cause to be paid, all Taxes of the Company due periods ending on or before the Closing DateDate (to the extent not already filed by the Company) (sometimes referred to as “Pre-Closing Period Tax Returns”). Such Tax Returns shall be prepared accurately, using the accounting methods and other practices that are consistent with those used by treating items on such the Company in their prior Tax Returns except as otherwise required by Law. Items to be taken into account in a manner consistent with any Pre-Closing Period Tax Return for the past practices short taxable period ending on the Closing Date will be determined under the Treasury Regulation Section 1.706-1 (or any similar provision of state, local or foreign Law). The parties agree that the federal income and applicable state income Tax Returns of the Company with respect to shall each be prepared on the basis that the taxable year of the Company for the year of the Closing ends on the Closing Date and such items, except as required by Lawtaxable year is not a Straddle Period for any such income Tax purposes. At least fifteen (15) calendar days before any Pre-Closing Period Tax Return’s due date, the Initial Members shall submit to Purchaser a full and complete draft of each such Tax Return for Purchaser’s review prior to filing any with the applicable Tax Authority. Purchaser shall have the right to propose reasonable comments regarding such Tax Return, which comments the Representative Initial Members shall submit a copy of any such Tax Returnconsider in good faith. Subject to Section 11.3, along with supporting work papersthe Company and/or the Members, to Parent for Parent’s review and approvalas applicable, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior will pay to the applicable Tax Authority, or cause the payment to the applicable Tax Authority of, any Taxes shown as due date for filing any in such Tax Return, Parent shall be deemed to have no comments to such Pre-Closing Period Tax Returns. (b) Parent shall Subject to the Initial Members’ review, if applicable, Purchaser will prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by of the Company for all taxable years or periods ending after the Closing Date Date, and Purchaser will pay, or cause to be paid, all Taxes shown as due thereon; provided, that with respect to Pre-Closing any Straddle Period, Purchaser will be entitled to indemnification as set forth in Section 11.3. At least thirty (30) calendar days before any Straddle Period Tax Periods (including Straddle Periods) other than Seller Tax Returns (Return’s due date, Purchaser shall submit to the Initial Members a full and complete draft of each such Tax Returns “Pre-Closing Tax Returns”), subject to Return for the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to Initial Members review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filingfiling with the applicable Tax Authority. The Representative Purchaser shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on amend any Pre-Closing Period Tax Returns which Parent has Return without the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination prior written consent of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying PartiesInitial Members.

Tax Returns. (a) The Representative Sellers shall prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, filed all Tax Returns (i) of Sellers that include the Business or the Transferred Assets for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed all taxable periods (each a “Seller Tax Return”), and the Company shall pay, or cause to be paid, all Taxes of the Company due portions thereof) ending on or before prior to the Closing Date, (ii) of any Transferred Entity for any taxable period ending on or prior to the Closing Date and (iii) that are Consolidated Tax Returns. Such Tax Returns shall be timely prepared by treating items on such Tax Returns in a manner consistent with past practice except to the past practices of the Company with respect to such items, except as extent otherwise required by Lawapplicable Tax Law and filed at Sellers’ expense (taking into account any extension of a required filing date), and all Taxes shown as due thereon will be timely paid by Sellers. At least fifteen Other than in respect of a Consolidated Tax Return, (15x) 30 days prior to filing any such income Tax Return, the Representative shall submit a copy of Return with respect to any such Tax Return, along with supporting work papers, to Parent for Parent’s review Straddle Period and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5y) ten days prior to the due date filing of a non-income Tax Return with respect to any Straddle Period, Sellers shall deliver a draft thereof to Purchaser for filing 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, Parent the matter shall be deemed submitted to have no comments 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 Tax Returns. (b) Parent 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 prepared and filed, all 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 Company 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 with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns Period without the prior written consent of Chemtura, which Parent has the responsibility to cause to consent shall not be filed pursuant to Section 11.1(b)unreasonably withheld, without duplication of, conditioned or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each delayed if such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined amendment is required by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Partiesapplicable Law.

Tax Returns. (a) The Representative Seller shall prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall pay, or cause to be paidfiled, when due (taking into account valid extensions) (i) all Taxes Tax Returns of or with respect to the Company due Companies that are required to be filed on or after the date hereof and on or before the Closing Date; and (ii) all income Tax Returns of or with respect to the Companies for any Pre-Closing Tax Period, regardless of when required to be filed. Seller shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company Companies unless otherwise required by Requirements of Law. The Seller shall submit to the Purchaser any separate income Tax Return required to be filed with respect to such itemsSub 1 and Sub 3, except as required by Law. At least fifteen (15) days prior and, with respect to filing any such income Tax ReturnReturn for the affiliated or similar group of which the Seller is the common parent, a pro forma separate Tax Return for the Representative shall submit a copy of Sub 1 and Sub 3 and any such Tax Return, along with supporting work papers, relating to Parent any Pre-Closing Tax Period for Parentthe Purchaser’s review review, comment and approvalapproval not less than 45 days prior to the due date for the filing of such Tax Return (taking into account valid extensions), which approval shall not be unreasonably withheld, conditioned or delayed, and shall revise such Tax Returns to reflect any reasonable comments made by the Seller. If Any dispute with respect to any such comments shall be resolved by an accounting firm selected in the Representative does manner set forth in Section 2.7(c). (b) The Purchaser shall file, or cause to be filed, when due (taking into account valid extensions) all Tax Returns that are not receive comments from Parent at least five (5) required to be filed by the Seller pursuant to Section 10.2(a), including all Straddle Period Returns. Any Tax Returns with respect to a Straddle Period shall be prepared consistent with the past practices of the Companies unless otherwise required by Requirements of Law. The Purchaser shall submit to the Seller any Tax Return required to be filed with respect to the Companies relating to any Straddle Period for the Seller’s review, comment and approval not less than 45 days prior to the due date for the filing any of such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. Return (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”taking into account valid extensions), subject to the approval of the Represenative, which such approval shall not be unreasonably witheldwithheld, conditioned or delayed, and shall revise such Tax Returns to reflect any reasonable comments made by the Seller. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return Any dispute with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative any such comments shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) resolved by an amount in cash accounting firm selected in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles manner set forth in Section 10.8(a2.7(c). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Parties.

Tax Returns. (a) The Representative Seller shall prepare be responsible for (i) preparing and timely file, filing (or shall cause causing to be prepared and timely filed) all Tax Returns with respect to the Transferred Companies for Pre-Closing Tax Periods other than Straddle Periods and (ii) paying to the relevant Tax Authority all Taxes of or with respect to the Transferred Companies that are shown as due on such Tax Returns, in each case, within the time and in the manner prescribed by Law. All such Tax Returns shall be prepared and filed in accordance with past practices and the requirements of this Agreement and no position shall be taken on such Tax Returns that could materially adversely affect any of the Transferred Companies after the Closing Date. Buyer shall allow ▇▇▇▇ ▇▇▇▇▇▇ to assist Seller in preparing and filing all Tax Returns described in clause (i) that are due after the Closing Date. (b) Buyer shall be responsible for (i) preparing and filing (or causing to be prepared and filed) all Tax Returns with respect to the Transferred Companies for all Straddle Periods and (ii) paying to the relevant Tax Authority all Taxes shown as due on such Tax Returns, in each case, within the time and in the manner prescribed by Law. Seller shall pay to Buyer an amount equal to all Taxes for Pre-Closing Tax Periods that are shown as due on any such Tax Return and that are not an Excluded Tax, no later than five Business Days before any such Tax is due, by wire transfer of immediately available funds to an account designated by Buyer. Should Seller not make full payment of any such Taxes within such five Business Day period, any amount payable shall be increased by the interest on such amount, compounded daily (based on a 365 day year), at the Company Members’ expenseInterest Rate from and including the date that such a payment is due to and including the date of payment. (c) Seller shall timely prepare and send to Buyer any information with respect to GHI and its Subsidiaries that is required to be included in any Tax Return that Buyer is required to file pursuant to Section 5.3(b). (d) For the avoidance of doubt, all this Section 5.3 relates only to the process of filing Tax Returns and paying Taxes to the relevant Tax Authority and shall not prejudice or interfere with any indemnification obligations under Section 5.1 (except to the extent that Seller pays Buyer any amounts under clause (b) above). (e) Each of Seller and Buyer shall use reasonable best efforts to make any Tax Returns and work papers in respect of a Pre-Closing Tax Period for which income such party is responsible for preparing available for review by the other party sufficiently in advance of the Company flows through due date for filing such Tax Returns (after taking into account available extensions), but in all events at least 45 days prior to the date such Tax Return is required to be filed, to provide such other party with a meaningful opportunity to analyze, comment on and dispute such Tax Returns. The reviewing party shall notify the preparing party of any comments or disputes with respect to such Tax Returns in advance of the due date for filing such Tax Returns (after taking into account available extensions), but in all events at least 30 days prior to the date such Tax Return is required to be filed, to provide such other party with a meaningful opportunity to consider such comments or disputes and for such Tax Returns to be modified, as appropriate, before filing. In the event of any disagreement between Buyer and Seller, such disagreement shall be resolved by an accounting firm of international reputation mutually agreeable to Seller and Buyer (the “Tax Accountant”), and any such determination by the Tax Accountant shall be final unless otherwise not consistent with a determination (as defined in Section 1313(a) of the Code). The fees and expenses of the Tax Accountant shall be borne equally by Buyer and Seller. If the Tax Accountant does not resolve any differences between Seller and Buyer with respect to such Tax Return at least five Business Days prior to the due date therefor, such Tax Return shall be filed as prepared by the party having the responsibility hereunder for preparing such Tax Return and amended to reflect the Tax Accountant’s resolution. The preparation and filing of any Tax Return with respect to any Transferred Company Members that does not relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with exclusively within the past practices control of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax ReturnsBuyer. (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Parties.

Tax Returns. (ai) The Representative Newco shall prepare be responsible for the preparation and timely filefiling of all Company Consolidated Income Tax Returns for any Pre-Closing Tax Period, or shall cause to be prepared and timely filed, at including Company Consolidated Income Tax Returns for such period that are due after the Company Members’ expenseClosing Date, all Tax Returns for which income of the Company flows through any Tax period relating to the Company Members that relate solely to a Pre-Closing Newspaper Subsidiaries, and all Broadcasting Tax Period regardless of when they are Returns required to be filed (each a “Seller Tax Return”), and the Company shall pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date. Such Within twenty (20) days following the filing of Company Consolidated Income Tax Returns for the Tax period ended on the Closing Date, Newco shall furnish Acquiror with (i) copies of such Tax Returns, and (ii) information concerning (A) the Tax basis of the assets of Broadcasting as of the Closing Date; (B) the earnings and profits of the Company and Broadcasting as of the Closing Date; (C) the Company's Tax basis in the stock of Broadcasting and PBC's Tax basis in the stock of each of its Subsidiaries as of the Closing Date; (D) the net operating loss carryover, investment tax credit carryover, alternative minimum tax carryover and the capital loss carryover, if any, available to the Surviving Corporation and its Subsidiaries for a Post- Closing Tax Period; and (E) all elections with respect to Company Consolidated Income Taxes in effect for Broadcasting as of the Closing Date. Other than elections in the ordinary course of business consistent with past practice or elections which will not have the effect of increasing the Taxes of Acquiror in a Post-Closing Tax Period, no Tax elections shall be made with respect to any of the Tax Returns for which Newco is responsible under this Section 6.09(b)(i) on behalf of the Company or any Broadcasting Subsidiary without the consent of Acquiror. (ii) Acquiror shall be responsible for the preparation and timely filing of all Tax Returns relating to the business or assets of the Company or Broadcasting required to be filed after the Closing Date (other than the Tax Returns to be prepared and filed by Newco pursuant to Section 6.09(b)(i)), PROVIDED, HOWEVER, that all such Tax Returns relating to any Pre-Closing Tax Period or Straddle Period shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices practice of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any in preparing such Tax Return, the Representative Returns. Acquiror shall submit provide Newco with a copy draft of any such Tax Return, along with supporting work papers, Return relating to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned any Pre-Closing Tax Period or delayed. If the Representative does not receive comments from Parent Straddle Period at least five thirty (530) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. Return (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”taking into account any applicable extensions), subject to the approval of the Represenative, which and Newco may provide Acquiror with written comments on such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing draft Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen within ten (1510) days prior after its receipt of such draft. Subject to filing. The Representative Section 6.09(e), Acquiror and Newco shall be entitled attempt to comment on resolve any disputes regarding such draft Tax Returns and Parent shall incorporate such comments Return in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of for filing such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying PartiesReturn.

Tax Returns. (a) The Representative ONEOK shall prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall pay, or cause to be paid, prepared) and timely file all Taxes of Tax Returns required to be filed with any Tax Authority with respect to the Company due Entities for all Tax Periods ending on or before the Closing Date. Such Tax Returns Date and shall be prepared by treating items on such Tax Returns pay all Taxes (in a manner consistent with excess of any applicable accruals therefor included within the past practices calculation of the Company Final Closing Working Capital) due with respect to such items, except as required by LawTax Returns. At least fifteen (15) days prior Northern Border shall timely pay all Taxes due with respect to filing any such Tax Return, Returns to the Representative shall submit a copy extent of any applicable accruals included within the calculation of Final Closing Working Capital. ONEOK shall provide Northern Border with drafts of such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent Returns at least five (5) 10 days prior to the due date for filing such Tax Returns (taking into account extensions) for Northern Border’s review and comment; provided that in the case of a Tax Return which is a Consolidated Return, ONEOK shall only be required to provide the portions of such Consolidated Return relating solely to the income, gain, loss and deduction of the Entities. The final form of any such Tax ReturnReturn required to be provided to Northern Border (and the portion of any such Consolidated Return relating solely to the Entities), Parent pursuant to the preceding sentence, shall be deemed subject to have no comments Northern Border’s prior written consent, which shall not be unreasonably withheld; provided that Northern Border shall not withhold consent to the filing of any such Tax ReturnsReturn if such Tax Return (or in the case of a Consolidated Return the portion thereof relating to the Entities) is prepared in a manner consistent with Section 10.4(c) of this Agreement and the treatment of any items that are not covered by past practice would not have an adverse effect on the Taxes of the Entities for any period beginning on or after the Closing Date or the portion of any Straddle Period (as defined below) that is Northern Border’s responsibility. In the case of any Tax Return required to be filed by ONEOK pursuant to this Section 10.4(a) after the Closing Date, Northern Border shall arrange for the signing of such Tax Returns or shall provide ONEOK with such powers or attorney or other authorization, in each case as may be necessary to effect such filings in accordance with applicable Tax Law. (b) Parent Northern Border shall prepare and file, (or cause to be prepared prepared) and filed, timely file all Tax Returns required to be filed by the Company for all Tax Periods ending after the Closing Date, including all Tax Returns for periods which include but do not end on the Closing Date with respect to Pre-Closing Tax Periods (including “Straddle Periods”) other than Seller Tax Returns (such Tax Returns the “Pre-Closing Tax Northern Border Returns”), subject to the approval . If ONEOK is responsible under Section 10.5 of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return this Agreement for any Taxes due with respect to a taxable period ending on or before the Closing Date Northern Border Return, Northern Border shall provide ONEOK with a substantially final draft of each such Tax Return at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) 10 days prior to the due date for filing such Tax Returns (taking into account extensions) for ONEOK’s review and comment and the final form for any such Northern Border Returns shall be subject to ONEOK’s prior written consent, which shall not be unreasonably withheld; provided however, that ONEOK shall not withhold consent if such Tax Return is prepared in a manner consistent with Section 10.4(c) of this Agreement and the payment treatment of Taxes any items that are not covered by past practice would not have a material adverse effect on the Tax liabilities of ONEOK or the Entities for any Pre-Closing Tax Period. Northern Border shall timely pay all Taxes due with respect to such Returns and ONEOK shall promptly reimburse Northern Border for any such Taxes which Parent has the are its responsibility to cause to be filed pursuant to Section 11.1(b)10.5 of this Agreement. (c) Except as otherwise agreed by the parties, without duplication of, any Tax Return that includes any of the Entities’ assets or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of activities for any Pre-Closing Taxes Period shall be prepared in accordance with ONEOK’s past Tax accounting practices used with respect to the Tax Returns in question (unless the party responsible for preparing the Tax Return determines that the past practices are no longer permissible under the Code or other applicable Tax law), and to the extent any items are not taken into account covered by past practices (or in the determination event such past practices are no longer permissible under the Code or other applicable Tax law), in accordance with reasonable Tax accounting practices selected by the party responsible for preparing the Tax Return. In the case of any Tax Return for an Entity for any Straddle Period, any income, gain, loss and deduction shall be allocated based on a closing of the Base Consideration)books method or such other method as may be agreed upon in writing by the parties. (d) As part of the Services Agreement between ONEOK and Northern Border, as reasonably determined by Parent, due ONEOK shall provide certain Tax Return filing assistance and other Tax assistance relating to the Taxes of the Entities in respect of such Tax Returns. Notwithstanding periods ending after the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying PartiesDate.

Tax Returns. (a) The Representative Seller shall prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall pay, file or cause to be paid, filed when due all Taxes of Tax Returns that are required to be filed by or with respect to the Subject Company due for taxable years or periods ending on or before the Closing Date. Such Tax Returns Date and shall be prepared by treating items on timely pay any Taxes due in respect of such Tax Returns in a manner consistent with the past practices Returns; provided, however, that unless, at Purchaser's option, Seller and Purchaser make an election under Section 338(h)(10) of the Company with respect to such itemsCode, except as required by Law. At least fifteen (15i) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) 30 days prior to the due date for filing any such Tax ReturnReturn (taking into account any applicable extensions), Parent Seller shall furnish Purchaser with a completed copy of any such Tax Returns for Purchaser's review and comment and (ii) no such Tax Returns shall be deemed filed with any taxing authority without Purchaser's prior written consent, such consent not to have no comments to be unreasonably withheld. Any such Tax Returns. Return described in the preceding sentence shall be prepared on a basis consistent with the past practices of the Subject Company and in a manner that does not distort taxable income (b) Parent e.g., by deferring income or accelerating deductions). Purchaser shall prepare and file, file or cause to be prepared and filed, filed when due all Tax Returns that are required to be filed by the Company after the Closing Date or with respect to Pre-the Subject Company for taxable years or periods including but not ending on the Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”)Date; provided, subject however, that to the approval of extent Seller is liable in all or part for the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment Taxes shown on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (ci) Not later than ten (10) at least 30 days prior to the due date for filing any such Tax Return (taking into account any applicable extensions), Purchaser shall furnish Seller with a completed copy of any such Tax Returns for Seller's review and comment and (ii) no such Tax Returns shall be filed with any taxing authority without Seller's prior written consent, such consent not to be unreasonably withheld. Any such Tax Return described in the preceding sentence shall be prepared on a basis consistent with the past practices of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to Subject Company and in a manner that does not distort taxable income (e.g., by deferring income or accelerating deductions). Purchaser shall file or cause to be filed pursuant when due all Tax Returns that are required to Section 11.1(b), without duplication of, be filed by or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal with respect to the amount of Pre-Subject Company for taxable years or periods ending after the Closing Date and shall remit any Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding Seller shall pay to Purchaser the foregoing, Parent shall Taxes for which Seller is liable pursuant to Section 5.4(a) but which are payable with respect to Tax Returns to be entitled, at its option, filed by Purchaser pursuant to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) previous sentence within ten days prior to the due date of for the payment filing of such TaxesTax Returns. All Tax Returns including the Closing Date shall be filed on the basis that the relevant taxable period ended on and included the Closing Date, Parent shall notify unless the Representative of (i) the amount of any relevant taxing authority will not accept a Tax Return filed on such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Partiesa basis.

Tax Returns. (a) The Representative shall prepare and timely file, or shall Buyer will cause to be prepared and filed on a timely filed, at the Company Members’ expense, basis all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), Corporation and the Company shall pay, or cause to be paid, all Taxes of the Company due Subsidiary for any period which ends on or before the Closing Date and for which Tax Returns have not been filed as of the Closing Date. Such Tax Returns shall will be prepared in accordance with the same methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Tax Returns for the most recent fiscal year end except as otherwise contemplated by treating items on this Agreement, to the extent required by a change in circumstance, or to comply with applicable law, and except that such Tax Returns shall, at the option of the Buyer, include an election pursuant to ITA 256(9) to treat the Closing Time as the time of the change of control of the Corporation. The Buyer will also cause to be prepared and filed on a timely basis all Tax Returns for the Corporation and the Subsidiary for all Straddle Periods (all these Tax Returns together with the Tax Returns referred to in the first sentence of this Section 6.3 being referred to as “Stub Period Returns”). The Securityholder Representative and the Buyer will co-operate fully with each other and make available to each other in a manner consistent with timely fashion all data and other information as may reasonably be required for the past practices preparation of all Stub Period Returns and will preserve that data and other information until the Company expiration of any applicable limitation period for maintaining books and records under any applicable Tax Law with respect to such itemsthe Stub Period Returns. The Stub Period Returns shall be submitted by the Buyer to the Securityholder Representative (together with schedules, except as required by Law. At least fifteen (15statements) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) 20 days prior to the due date for filing any (including extensions) of such Tax Return. If the Securityholder Representative objects to any item on any Stub Period Return, Parent it shall, within 5 days after delivery of such Stub Period Return, notify the Buyer in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be deemed duly delivered, the Buyer and the Securityholder Representative shall negotiate in good faith and use their reasonable best efforts to have no comments resolve such items. If the Buyer and the Securityholder Representative are unable to reach such agreement within 5 days after receipt by the Buyer of such notice, the disputed items shall be resolved by the Independent Accountant and any determination by the Independent Accountant shall be final, conclusive and binding upon the Parties and not subject to appeal. The Independent Accountant shall resolve any disputed items within 5 days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Stub Period Return, the Stub Period Return shall be filed as prepared by Buyer and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally by the Buyer, on the one hand, and Sellers, on the other hand. The preparation and filing of any Tax Returns. (b) Parent Return of the Corporation or the Subsidiary that does not relate to a pre-Closing Date Tax period shall prepare be exclusively within the control of the Buyer. The Buyer and file, or cause to be prepared and filed, the Securityholder Representative will file all Tax Returns required to be filed by on the Company after basis that from a tax perspective the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to shall be the approval date upon which the acquisition of control of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax ReturnsCorporation occurred. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Parties.

Tax Returns. (ai) The Representative Sellers shall prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which file any income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with or on behalf of any Purchased Entity in respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a any taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax ReturnsDate. (cii) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Sellers shall timely file all Tax Returns which Parent has the responsibility to cause that are required to be filed pursuant by or on behalf of any Purchased Entity on or before the Closing Date. In the case of any non-income Tax Return required to Section 11.1(bbe filed by or on behalf of any Purchased Entity on or before the Closing Date in respect of any taxable period that includes (but does not begin or end on) July 31, 2010 (a “Straddle Period”), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties Purchaser shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to Sellers the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration)Taxes, as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a8.5(a)(v), allocable to Purchaser. Not later than fifteen (15) days prior to the due date of Sellers shall be liable for the payment of all other Taxes with respect to such Straddle Period not otherwise allocable to Purchaser. (iii) Purchaser shall timely file (or cause to be timely filed) all non-income Tax Returns required to be filed by or on behalf of any Purchased Entity for a Straddle Period (which Tax Returns are not otherwise described in Section 8.5(a)(ii)). Sellers shall pay to Purchaser the amounts of Taxes, Parent as reasonably determined in accordance with Section 8.5(a)(v), allocable to Sellers, provided that Sellers shall notify not be required to make any payment to Purchaser to the Representative extent such Taxes allocable to Sellers have already been accrued by Sellers according to its accounting methods for the accounting period ending on July 31, 2010. Purchaser shall be liable for the payment of all other Taxes with respect to such Straddle Period not otherwise allocable to Sellers. (iv) In the case of any Prorated Taxes, the provisions of Section 8.5(g), and not this Section 8.5(a), shall apply as between Sellers and Purchaser for purposes of allocating Taxes. (v) Taxes attributable to a Straddle Period under this Section 8.5(a) shall be allocated, on a closing-of the-books basis, (i) to Sellers for the amount period up to and including the close of any such Pre-Closing Taxes business on July 31, 2010, and (ii) to Purchaser for the method of recovery from the Indemnifying Partiesperiod subsequent to July 31, 2010.

Tax Returns. (a) 10.1. The Representative Covenantor or its duly authorised agents shall prepare the tax returns and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income computations of the Company flows through for all accounting periods ending on or prior to the Company Members Accounts Date, to the extent that relate solely the same shall not have been prepared before Completion, subject to such tax returns being submitted in draft form to the Purchaser or its duly authorised agents for comment a Pre-Closing Tax Period regardless of when they reasonable time before the same are due to be filed (each sent to the relevant tax authority. If the U.K. Purchaser or its duly authorised agents shall make any comments or suggestions and communicate them to the Covenantor within a “Seller Tax Return”)reasonable time of receipt by the Purchaser of such draft tax returns, the Covenantor shall not unreasonably refuse to adopt such comments or suggestions. 10.2. The Purchaser shall procure that the returns and computations mentioned in clause 9.1 shall be authorised, signed and submitted to the appropriate tax authority without amendment or with such amendments as the Covenantor shall approve, such approval not to be unreasonably withheld or delayed, and shall give the Covenantor or its agents all such reasonable assistance as may be required to agree those returns and computations with the appropriate authorities PROVIDED THAT the Purchaser shall not be obliged to take any such action as is mentioned in this clause 9.2 in relation to any return that is not complete and accurate in all material respects. 10.3. The Covenantor or its duly authorised agents shall prepare all documentation and will have conduct of all matters (including correspondence) relating to the tax returns and computations of a Group Company for all accounting periods ended on or prior to the Balance Sheet Date provided that the Covenantor shall pay, or cause not without the prior written consent of the Purchaser (not to be paidunreasonably withheld or delayed) transmit any communication (written or otherwise) to the Inland Revenue or other relevant taxation authority or agree any matter with the Inland Revenue or other relevant taxation authority. 10.4. The Purchaser shall procure that a Group Company affords such access to its books, accounts and records as is necessary and reasonable to enable the Covenantor or its duly authorised agents to prepare the tax returns and computations of a Group Company for all Taxes of the Company due accounting periods ended on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns Accounts Date and conduct matters relating to them in a manner consistent accordance with the past practices of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returnsthis clause 9. (b) Parent 10.5. The Purchaser or its duly authorised agents shall prepare the tax returns and file, or cause to be prepared and filed, all Tax Returns required to be filed by computations of a Group Company for the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”)accounting period in which Completion falls, subject to all such computations and replies to enquires from the approval of Inland Revenue or other relevant taxation authority being submitted in draft form to the RepresenativeCovenantor for comment, which such approval and the Purchaser or its duly authorised agents shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, refuse to review and comment on each adopt such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returnscomments. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Parties.

Tax Returns. (ai) The Representative Seller shall have the sole and exclusive right to prepare and file all required Consolidated Tax Returns. (ii) Seller shall timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall payprepare, or cause to be paidprepared, all Taxes of and, to the Company due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, except as required extent permitted by Law. At least fifteen (15) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and file, timely file or cause to be prepared and filed, timely filed all Tax Returns (other than Consolidated Tax Returns) that are required to be filed by the Company after the Closing Date with in respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date (taking into account any applicable extensions) by or with respect to the Transferred Companies or the Transferred Business and shall cause any amounts shown to be due on such Tax Returns to be timely remitted to the applicable Taxing authority. To the extent any Tax Return described in this Section 6.5(d)(ii) is required to be filed by Buyer or any of its Affiliates after the Closing, Buyer shall timely file or cause to be timely filed any such Tax Return upon receipt from Seller. (iii) Buyer shall prepare, or cause to be prepared, and timely file, or cause to be timely filed, all Tax Returns in respect of a Straddle Period that are required to be filed by or with respect to the Transferred Companies; provided that: (A) before filing any such Tax Return, Buyer shall provide Seller with a copy of such Tax Return (or a pro forma Tax Return solely related to the Transferred Companies in the case of any consolidated, combined, affiliated or unitary Tax Return that includes Buyer or any of its Affiliates) at least fifteen thirty (1530) days prior to filing. The Representative the last date for timely filing such Tax Return (giving effect to any valid extensions thereof) accompanied by a statement setting forth Seller’s indemnification obligation, if any, pursuant to Section 6.5(a); (B) Buyer shall be entitled consider the reasonable comments of Seller to comment on any such Tax Return and shall not withhold incorporation of such comments to the extent doing so would not materially increase Buyer’s or any of its Affiliates’ liability for Taxes, (C) Seller shall pay to Buyer the amount of its indemnification obligation pursuant to Section 6.5(a) related to such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to within a reasonable time for the filing of such Tax Returns, the Representative (D) no such Tax Return shall be deemed filed without the consent of Seller, such consent not to have no comments be unreasonably withheld, conditioned or delayed and (E) Buyer shall cause any amounts shown to be due on such Tax ReturnsReturns to be timely remitted to the applicable Taxing authority. (civ) Not later than ten Any Tax Returns described in Section 6.5(d)(ii) or Section 6.5(d)(iii) shall be prepared in a manner consistent with most recent past practice in respect of the Transferred Companies and the Transferred Business except to the extent otherwise required by applicable Law. (10v) days Without the prior written consent of Seller, such consent not to be unreasonably withheld, conditioned or delayed, Buyer shall not, and shall not permit any of its Affiliates to, amend any Tax Returns or make or change any Tax elections or accounting methods, in each case with respect to any Transferred Company or otherwise with respect to the Transferred Business for any taxable period (or portion thereof) ending on or prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b)Date, without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (except to the extent not taken into account in the determination of the Base Consideration), as reasonably determined required by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Partiesapplicable Law.

Tax Returns. (ai) The Representative Newco shall prepare be responsible for the preparation and timely filefiling of all Company Consolidated Income Tax Returns for any Pre- Closing Tax Period, or shall cause to be prepared and timely filed, at including Company Consolidated Income Tax Returns for such period that are due after the Company Members’ expenseClosing Date, all Tax Returns for which income of the Company flows through any Tax period relating to the Company Members that relate solely to a Pre-Closing Newspaper Subsidiaries, and all Broadcasting Tax Period regardless of when they are Returns required to be filed (each a “Seller Tax Return”), and the Company shall pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date. Such Within twenty (20) days following the filing of Company Consolidated Income Tax Returns for the Tax period ended on the Closing Date, Newco shall furnish Acquiror with (i) copies of such Tax Returns, and (ii) information concerning (A) the Tax basis of the assets of Broadcasting as of the Closing Date; (B) the earnings and profits of the Company and Broadcasting as of the Closing Date; (C) the Company's Tax basis in the stock of Broadcasting and PBC's Tax basis in the stock of each of its Subsidiaries as of the Closing Date; (D) the net operating loss carryover, investment tax credit carryover, alternative minimum tax carryover and the capital loss carryover, if any, available to the Surviving Corporation and its Subsidiaries for a Post-Closing Tax Period; and (E) all elections with respect to Company Consolidated Income Taxes in effect for Broadcasting as of the Closing Date. Other than elections in the ordinary course of business consistent with past practice or elections which will not have the effect of increasing the Taxes of Acquiror in a Post-Closing Tax Period, no Tax elections shall be made with respect to any of the Tax Returns for which Newco is responsible under this Section 6.09(b)(i) on behalf of the Company or any Broadcasting Subsidiary without the consent of Acquiror. (ii) Acquiror shall be responsible for the preparation and timely filing of all Tax Returns relating to the business or assets of the Company or Broadcasting required to be filed after the Closing Date (other than the Tax Returns to be prepared and filed by Newco pursuant to Section 6.09(b)(i)), PROVIDED, HOWEVER, that all such Tax Returns relating to any Pre-Closing Tax Period or Straddle Period shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices practice of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any in preparing such Tax Return, the Representative Returns. Acquiror shall submit provide Newco with a copy draft of any such Tax Return, along with supporting work papers, Return relating to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned any Pre-Closing Tax Period or delayed. If the Representative does not receive comments from Parent Straddle Period at least five thirty (530) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. Return (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”taking into account any applicable extensions), subject to the approval of the Represenative, which and Newco may provide Acquiror with written comments on such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing draft Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen within ten (1510) days prior after its receipt of such draft. Subject to filing. The Representative Section 6.09(e), Acquiror and Newco shall be entitled attempt to comment on resolve any disputes regarding such draft Tax Returns and Parent shall incorporate such comments Return in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of for filing such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying PartiesReturn.

Tax Returns. (ai) The Representative From the date of this Agreement through and after the Closing, Seller shall prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall pay, or cause to be paid, prepared) and timely file all Taxes of Tax Returns relating to the Company due Acquired Companies for taxable periods ending on or before the Closing Date. Such Tax Returns shall not be prepared on a basis inconsistent with past practice (except as otherwise required by treating items on Law) without the prior written consent of Buyer (such consent not to be unreasonably withheld, delayed or conditioned), and Seller shall timely and duly remit or cause to be timely and duly remitted any Taxes shown as due in respect of such Tax Returns. Seller shall provide Buyer with copies of all such Tax Returns and supporting workpapers (or, in connection with Tax Returns of any Company Group, Tax packages which shall include pro forma Acquired Company separate Tax Returns and supporting workpapers) at least 20 days prior to the due date for the filing of such Tax Returns (including any extension thereof) for its review and comment prior to the filing of such Tax Returns by Seller. Seller shall make any changes reasonably requested Buyer at least 10 days prior to the due date for the filing of any such Tax Return. (ii) For all Pre-Closing Tax Periods of the Acquired Companies ending on or before the Closing Date, Seller shall cause the Acquired Companies to join in Seller’s consolidated federal income Tax Return. Seller shall include the income of the Acquired Companies (including any deferred items triggered into income by Treasury Regulation Section 1.1502-13 and any excess loss account taken into income under Treasury Regulation Section 1.1502-19) on Seller’s consolidated federal income Tax Returns for all periods through the Closing Date and pay any Taxes attributable to such income. Such Tax Returns insofar as they relate to the Acquired Companies shall be prepared and filed in a manner consistent with the past practices of the Company with respect to such itemsprior practice, except as required by Lawa change in applicable Laws, and Seller shall not make any election or fail to make any election (including an election under Treasury Regulation Section 1.1502-36(d)) that would have the effect of increasing the Tax liability of Buyer or either of the Acquired Companies in any Post-Closing Tax Period. At In connection with any such Tax Returns prepared by Seller, at least fifteen (15) 20 days prior to the due date for the filing of any such Tax Returns (taking into account any extension thereof), Seller shall provide Buyer with Tax packages for any such Tax Returns that shall include pro forma separate Tax Returns for the Acquired Companies and any supporting workpapers and Buyer shall have the right to review and comment on any such pro forma Tax Returns prepared by Seller prior to their filing. Seller shall make any changes reasonably requested Buyer at least 10 days prior to the due date for the filing of any such Tax Return. The consolidated federal income Tax Returns that include the Acquired Companies for its taxable period that ends on the Closing Date shall be prepared in accordance with Treasury Regulations Section 1.1502-76(b)(1)(ii)(A). To the extent applicable, any state or local income Tax Returns shall be prepared in accordance with provisions comparable to Treasury Regulations Section 1.1502-76(b)(1)(ii)(A) under state or local Law. (iii) 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 that are required to be filed by or with respect to the Acquired Companies after the Closing Date (including Tax Returns relating to a Straddle Period), and Buyer shall remit or cause to be remitted to the applicable taxing authorities by the applicable due date any Taxes shown to be due in respect of such Tax Returns, subject to its right of indemnification pursuant to Section 5.12(a). (iv) With respect to Tax Returns to be filed by Buyer pursuant to Section 5.12(c)(iii) that relate to a Straddle Period, (x) unless otherwise required by applicable Law, such Tax Returns shall be filed in a manner consistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns and (y) such Tax Returns shall be submitted to Seller not later than 45 days prior to the due date for filing such Tax Returns (giving effect to valid extensions) (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Seller. If Seller objects to such Tax Return presented by Buyer, Seller shall notify Buyer of such disputed items and the basis for its objection within 20 days of the day of receipt of such Tax Return, and Buyer and Seller shall act in good faith to resolve any such dispute. If within 10 days of Seller’s delivery of a notice of objection the Parties have not reached an agreement regarding such Tax Return, the Representative dispute shall submit be presented to a copy mutually acceptable nationally known independent accounting firm reasonably acceptable to each Party (which firm shall not then be providing any material services to Buyer, the either of the Acquired Companies or Seller), who shall resolve any dispute for the Tax Return and whose determination shall be final and binding on both Parties and may be entered and enforced in any court having jurisdiction. Buyer and Seller shall each pay one-half (1/2) of the fees and expenses of the such accounting firm. (v) Neither Buyer nor any of its Affiliates shall amend, re-file or otherwise modify (or grant an extension of any such statute of limitations with respect to) any Tax ReturnReturn relating (A) in whole or in part to the Acquired Companies with respect to any Pre-Closing Tax Period, along with supporting work papers, to Parent for Parentor Post-Closing Tax Period which may impact Seller’s review and approvalTax liability without the prior written consent of Seller, which approval shall consent may not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Parties.

Tax Returns. (a) The Representative Sellers shall timely prepare and timely file, or shall cause to be timely prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Taxable Period regardless of when they Returns that are to be filed due (each a “Seller Tax Return”), and taking into account any applicable extensions) on or before the Company Closing Date. The Sellers shall pay, or cause to be paid, all Taxes due in respect of any Tax Return they are responsible for filing pursuant to this Section 9.1(a) to the Company due on or before applicable Governmental Authority prior to the Closing Date. Such Tax Returns The Purchaser shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall timely prepare and file, or cause to be timely prepared and filed, all Tax Pre-Closing Taxable Period Returns that are required to be filed by the Company (taking into account any applicable extensions) after the Closing Date and any Straddle Period Return. All reasonable third-party costs and expenses incurred in connection with respect to the preparation and filing of (i) any Pre-Closing Tax Periods Taxable Period Return shall be borne and Paid by Sellers and (including ii) any Straddle PeriodsPeriod Return shall be allocated between the Purchaser, on the one hand, and Sellers, on the other hand, based on the principles of Section 9.1(c). (b) other than Seller Tax Returns (such Tax Returns “Any Pre-Closing Taxable Period Returns and Straddle Period Returns prepared and filed by the Purchaser pursuant to Section 9.1(a) for which the Sellers have liability pursuant to this Agreement or under applicable Law shall be prepared in a manner consistent with past practice, except as otherwise required by applicable Law. The Purchaser shall deliver any such (i) income Tax Returns”)Returns and (ii) non-income Tax Returns prepared inconsistent with past custom and practice, subject in each case, described in the immediately preceding sentence to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to Representative for its review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen twenty (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (520) days prior to the filing of date on which such Tax ReturnsReturn is required to be filed (taking into account any applicable extensions of time to file), or (in the case of any non-income Tax Return) such shorter time as is commercially reasonable. In any case where the Representative and Purchaser cannot resolve any dispute regarding any such Tax Return, the Representative shall be deemed parties may submit such dispute to have no comments to such Tax Returnsthe Independent Accountants for resolution consistent with the terms of Section 2.8(b)(iii), applied mutatis mutandis. (c) Not later than ten For purposes of this Agreement, in the case of any Taxes of any member of the Company Group that are payable with respect to any taxable period that begins on or before, and ends after, the Closing Date (10a “Straddle Period”) days prior (i) real, personal, and intangible property Taxes and any other similar Taxes levied on a per diem basis of any Person for a Pre-Closing Tax Period shall be equal to the due date amount of such Taxes for the payment entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the total number of days in the Straddle Period, and (ii) any other Taxes on of any Person for any Pre-Closing Tax Returns which Parent has Period shall be computed as if such Tax period ended at the responsibility end of the day on the Closing Date, including for purposes of Section 706 of the Code and Treasury Regulations Section 1.706-4(a)(3)(iii); provided that any Taxes of the Company Group arising as a result of any income inclusion under Sections 951 or 951A of the Code shall be deemed to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount arise in cash in the aggregate equal to the amount of a Pre-Closing Taxes (Tax Period to the extent not taken into account such inclusion is attributable to the income of a non-U.S. entity arising in any Pre-Closing Tax Period with such inclusion calculated as if the taxable year (as determined for U.S. federal income Tax purposes) of such non-U.S. entity ended on the Closing Date. (d) Following the Closing Date, the Purchaser and the Representative shall notify each other in writing within ten (10) Business Days after receipt by any such Party or any of its Affiliates of written notice of the commencement of any Tax Proceeding of any member of the Company Group with respect to any Pre-Closing Tax Period or Straddle Period for which any other Party may have liability under this Agreement or pursuant to applicable Law (a “Tax Contest”). The Purchaser shall have the exclusive right to control the conduct of any Tax Contest; provided, that, if either (i) the Sellers agree in writing that any such Tax Contest relates solely to Taxes in a Pre-Closing Tax Period for which the Sellers have and assume total liability or (ii) the Tax Contest relates solely to Taxes in a Pre-Closing Tax Period and the outcome of the Tax Contest could reasonably be expected to result in the determination application of the Base Considerationlast sentence of this Section 9.1(d) and, in each case, the Sellers otherwise comply with this Section 9.1(d), as reasonably determined by Parent, due in respect of the Representative may elect to control such Tax Returns. Notwithstanding Contest; provided further, that the foregoingcontrolling Party shall keep the applicable non-controlling Party informed of the progress, Parent correspondence, and submissions related to such Tax Contest and shall be entitlednot settle, at its optioncompromise, to recover all or and/or concede any portion of such PreTax Contest for which the other non-Closing Taxes from controlling Party could have liability without the Holdback Amount in accordance with prior written consent of the principles set forth in Section 10.8(a)applicable non-controlling Party, which consent shall not be unreasonably withheld, delayed, or conditioned. Not later than fifteen (15) days prior Notwithstanding anything to the due date contrary, the Parties agree that with respect to any Tax matter related to any Tax Return of any Company Group member governed under the Partnership Tax Audit Rules for which an “imputed underpayment” under Section 6225 of the payment Code is assessed after the Closing Date, the Parties shall make (or cause to be made) a timely and proper election under Section 6226(a) of such Taxes, Parent shall notify the Representative Code (and any corresponding elections under applicable state and local Law) with respect thereto or otherwise take any action reasonably requested by the Purchaser or any of (i) its Affiliates that ensures that the amount of Sellers are economically responsible for any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Partiesimputed underpayment.

Tax Returns. (ai) The Representative Newco shall prepare be responsible for the preparation and timely filefiling of all Company Consolidated Income Tax Returns for any Pre-Closing Tax Period, or shall cause to be prepared and timely filed, at including Company Consolidated Income Tax Returns for such period that are due after the Company Members’ expenseClosing Date, all Tax Returns for which income of the Company flows through any Tax period relating to the Company Members that relate solely to a Pre-Closing Newspaper Subsidiaries, and all Broadcasting Tax Period regardless of when they are Returns required to be filed (each a “Seller Tax Return”), and the Company shall pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date. Such Within twenty (20) days following the filing of Company Consolidated Income Tax Returns for the Tax period ended on the Closing Date, Newco shall furnish Acquiror with (i) copies of such Tax Returns, and (ii) information concerning (A) the Tax basis of the assets of Broadcasting as of the Closing Date; (B) the earnings and profits of the Company and Broadcasting as of the Closing Date; (C) the Company's Tax basis in the stock of Broadcasting and PBC's Tax basis in the stock of each of its Subsidiaries as of the Closing Date; (D) the net operating loss carryover, investment tax credit carryover, alternative minimum tax carryover and the capital loss carryover, if any, available to the Surviving Corporation and its Subsidiaries for a Post-Closing Tax Period; and (E) all elections with respect to Company Consolidated Income Taxes in effect for Broadcasting as of the Closing Date. Other than elections in the ordinary course of business consistent with past practice or elections which will not have the effect of increasing the Taxes of Acquiror in a Post-Closing Tax Period, no Tax elections shall be made with respect to any of the Tax Returns for which Newco is responsible under this Section 6.09(b)(i) on behalf of the Company or any Broadcasting Subsidiary without the consent of Acquiror. (ii) Acquiror shall be responsible for the preparation and timely filing of all Tax Returns relating to the business or assets of the Company or Broadcasting required to be filed after the Closing Date (other than the Tax Returns to be prepared and filed by Newco pursuant to Section 6.09(b)(i)), PROVIDED, HOWEVER, that all such Tax Returns relating to any Pre-Closing Tax Period or Straddle Period shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices practice of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any in preparing such Tax Return, the Representative Returns. Acquiror shall submit provide Newco with a copy draft of any such Tax Return, along with supporting work papers, Return relating to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned any Pre-Closing Tax Period or delayed. If the Representative does not receive comments from Parent Straddle Period at least five thirty (530) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. Return (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”taking into account any applicable extensions), subject to the approval of the Represenative, which and Newco may provide Acquiror with written comments on such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing draft Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than within ten (10) days prior to the due date after its receipt of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant such draft. Subject to Section 11.1(b6.09(e), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes Acquiror and (ii) the method of recovery from the Indemnifying Parties.I-32

Tax Returns. (a) The Representative Parent shall prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall pay, file or cause to be paid, filed when due all Taxes Tax Returns required to be filed for taxable periods of the Company due each Business Entity other than Aleris Germany ending on or before the Closing Date. Such Tax Returns , and shall pay or cause to be prepared by treating items on paid any Taxes due in respect of such Tax Returns Returns. To the extent such Taxes (including Taxes treated as Transaction Expenses) are taken into account as liabilities in a manner the calculation of Net Working Capital, Parent shall provide Buyer with written notice of such payment, and within ten (10) Business Days of receipt of such written notice of payment, Buyer shall reimburse Parent for such Taxes. No later than ninety (90) days after the Closing Date, Buyer shall cause each Business Entity to furnish to Parent Tax information relating to such Business Entity, consistent with the past practices practice and custom of Sellers and such Business Entity. (b) Buyer shall procure that Aleris Germany (i) shall instruct a German tax adviser selected by Parent to prepare (observing comments and instructions of the Company Parent) all annual Tax Returns required to be filed for taxable periods of Aleris Germany ending on or before the Closing Date, (ii) shall review and sign off on the draft Tax Returns and (iii) instruct the tax adviser to file such Tax Returns when due. Parent shall pay or cause to be paid any Taxes due and payable by Aleris Germany in respect of such Tax Returns (except to the extent such Taxes (including Taxes treated as Transaction Expenses) are taken into account as liabilities in the calculation of Net Working Capital). No later than ninety (90) days after the Closing Date, Buyer shall cause Aleris Germany to furnish to Parent and the tax adviser Tax information relating to it, consistent with the past practice and custom of the Sellers and Aleris Germany. (c) Except as provided in Section 6.03(a), Section 6.03(b) and Section 6.03(e), Buyer shall prepare or cause to be prepared and file or cause to be filed when due all Tax Returns required to be filed by any Business Entity, and shall pay or cause to be paid any Taxes due in respect of such Tax Returns. (d) Any Tax Return required to be filed with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Representative shall submit a copy Straddle Period of any Business Entity shall be prepared in accordance with the past practice and custom of Sellers and such Tax ReturnBusiness Entity and shall be submitted (with copies of any relevant schedules, along with supporting work papers, papers and other documentation then available) to Parent for Parent’s review and approvalwritten approval not less than thirty (30) days prior to the due date for the filing of such Tax Return, which written approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed have the option of providing to have no comments to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the RepresentativeBuyer, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date any time at least fifteen (15) days prior to filing. The Representative the due date, written instructions as to the manner in which any, or all, of the items for which it may be liable hereunder shall be entitled reflected on such Tax Return. Buyer shall, in preparing such Tax Return, cause the items for which Parent may be liable hereunder to comment on be reflected in accordance with Parent’s instructions, to the extent permitted by Law. (e) The Person required by applicable Law to file any Tax Returns or other documentation with respect to any Transfer Taxes shall prepare and file such Tax Returns or other documentation and pay the Taxes due with respect thereto. Parent and Buyer shall each, and shall each cause their Affiliates to, cooperate in the timely preparation and filing of, and join in the execution of, any such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returnsother documentation. (cf) Not later than To the extent a party pays Taxes pursuant to this Section 6.03 for which such party is not responsible under Section 6.01, the paying party shall, in good faith, provide the other party’s representative (Parent or Buyer, as the case may be), with written notice of such payment, and within ten (10) days prior to Business Days of receipt of such written notice of payment, the due date non-paying party’s representative shall reimburse the paying party for the non-paying party’s share of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such paid Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Parties.

Tax Returns. (a) The Representative After the Closing, at Purchaser’s cost and expense, the Seller shall afford, during normal business hours upon prior reasonable notice, the Purchaser and Purchaser’s financial advisors, accountants and authorized representatives access to the Seller’s books and records with respect to its consolidated Tax Returns filed with respect to all periods prior to the Closing Date. Purchaser and Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Purchaser and Seller agree (A) to retain all books and records with respect to Tax matters pertinent to Proton relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Purchaser or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Purchaser or Seller, as the case may be, shall allow the other party to take possession of such books and records (b) Seller shall timely prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, file or cause to be filed all Tax Returns for the Seller for all periods for which income of the Company flows through a Tax Return is required to be filed or a Tax is required to be paid (each, a “Tax Period”) ending on or prior to the Company Members that relate solely Closing Date which are filed after the Closing Date and Seller shall pay all Taxes reflected on such Tax Returns. Copies of all such Tax Returns shall be made available to a Pre-Closing Tax Period regardless of when Purchaser at least fifteen (15) Business Days prior to the date on which they are to be filed to enable Purchaser to review, comment upon and approve such Tax Returns (each a “Seller which approval shall not be unreasonably withheld or delayed, it being understood by the Purchaser that the only basis upon which it can withhold its consent to any Tax Return”)Return is to require modifications thereto, consistent with the Internal Revenue Code of 1986, as amended, and United States Treasury Regulations, to protect the Company availability of Proton’s net operating losses to the Purchaser). Purchaser shall pay, or cause Proton to furnish information to Seller as reasonably requested by Seller to allow Seller to satisfy its obligations under this Section 7.6 The Seller and Purchaser shall consult and cooperate with each other as to any elections to be paid, all Taxes made on returns of the Company due Seller for the Tax Periods ending on or before the Closing Date. Such Tax Returns shall be prepared by treating items With respect to the short tax year for Proton ending on the Closing Date, Purchaser and Seller agree to determine Proton’s tax attributes, taxable income and financial information for such Tax Returns in a manner consistent with the past practices period based on an interim closing of the Company with respect to such items, except books as required by Law. At least fifteen (15) days prior to filing any such Tax Return, of the Representative shall submit a copy close of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after business on the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax ReturnsDate. (c) Not later than ten (10) days Seller shall control all Tax audits and proceedings with respect to Proton that relate to a Tax Period ending on or prior to the due date Closing Date, provided that Seller will not settle such audit or proceeding without the consent of the payment of Taxes on Purchaser, which consent shall not be unreasonably withheld or delayed. At Purchaser’s cost and expense, Purchaser shall be permitted to participate in any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding audit or proceeding. (d) Purchaser shall control all Tax audits and proceedings with respect to Proton that related to a Tax Period ending after the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying PartiesDate.

Tax Returns. (a) The Representative ONEOK shall prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall pay, or cause to be paid, prepared) and timely file all Taxes of Tax Returns required to be filed with any Tax Authority with respect to the Company due Entities for all Tax Periods ending on or before the Closing Date. Such Tax Returns Date and shall be prepared by treating items on such Tax Returns pay all Taxes (in a manner consistent with excess of any applicable accruals therefor included within the past practices calculation of the Company Final Closing Working Capital) due with respect to such items, except as required by LawTax Returns. At least fifteen (15) days prior Northern Border shall timely pay all Taxes due with respect to filing any such Tax Return, Returns to the Representative shall submit a copy extent of any applicable accruals included within the calculation of Final Closing Working Capital. ONEOK shall provide Northern Border with drafts of such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent Returns at least five (5) 10 days prior to the due date for filing such Tax Returns (taking into account extensions) for Northern Border's review and comment; provided that in the case of a Tax Return which is a Consolidated Return, ONEOK shall only be required to provide the portions of such Consolidated Return relating solely to the income, gain, loss and deduction of the Entities. The final form of any such Tax ReturnReturn required to be provided to Northern Border (and the portion of any such Consolidated Return relating solely to the Entities), Parent pursuant to the preceding sentence, shall be deemed subject to have no comments Northern Border's prior written consent, which shall not be unreasonably withheld; provided that Northern Border shall not withhold consent to the filing of any such Tax ReturnsReturn if such Tax Return (or in the case of a Consolidated Return the portion thereof relating to the Entities) is prepared in a manner consistent with Section 10.4(c) of this Agreement and the treatment of any items that are not covered by past practice would not have an adverse effect on the Taxes of the Entities for any period beginning on or after the Closing Date or the portion of any Straddle Period (as defined below) that is Northern Border's responsibility. In the case of any Tax Return required to be filed by ONEOK pursuant to this Section 10.4(a) after the Closing Date, Northern Border shall arrange for the signing of such Tax Returns or shall provide ONEOK with such powers or attorney or other authorization, in each case as may be necessary to effect such filings in accordance with applicable Tax Law. (b) Parent Northern Border shall prepare and file, (or cause to be prepared prepared) and filed, timely file all Tax Returns required to be filed by the Company for all Tax Periods ending after the Closing Date, including all Tax Returns for periods which include but do not end on the Closing Date with respect to Pre-Closing Tax Periods (including "Straddle Periods") other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax the "Northern Border Returns”"), subject to the approval . If ONEOK is responsible under Section 10.5 of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return this Agreement for any Taxes due with respect to a taxable period ending on or before the Closing Date Northern Border Return, Northern Border shall provide ONEOK with a substantially final draft of each such Tax Return at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) 10 days prior to the due date for filing such Tax Returns (taking into account extensions) for ONEOK's review and comment and the final form for any such Northern Border Returns shall be subject to ONEOK's prior written consent, which shall not be unreasonably withheld; provided however, that ONEOK shall not withhold consent if such Tax Return is prepared in a manner consistent with Section 10.4(c) of this Agreement and the payment treatment of Taxes any items that are not covered by past practice would not have a material adverse effect on the Tax liabilities of ONEOK or the Entities for any Pre-Closing Tax Period. Northern Border shall timely pay all Taxes due with respect to such Returns and ONEOK shall promptly reimburse Northern Border for any such Taxes which Parent has the are its responsibility to cause to be filed pursuant to Section 11.1(b)10.5 of this Agreement. (c) Except as otherwise agreed by the parties, without duplication of, any Tax Return that includes any of the Entities' assets or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of activities for any Pre-Closing Taxes Period shall be prepared in accordance with ONEOK's past Tax accounting practices used with respect to the Tax Returns in question (unless the party responsible for preparing the Tax Return determines that the past practices are no longer permissible under the Code or other applicable Tax law), and to the extent any items are not taken into account covered by past practices (or in the determination event such past practices are no longer permissible under the Code or other applicable Tax law), in accordance with reasonable Tax accounting practices selected by the party responsible for preparing the Tax Return. In the case of any Tax Return for an Entity for any Straddle Period, any income, gain, loss and deduction shall be allocated based on a closing of the Base Consideration)books method or such other method as may be agreed upon in writing by the parties. (d) As part of the Services Agreement between ONEOK and Northern Border, as reasonably determined by Parent, due ONEOK shall provide certain Tax Return filing assistance and other Tax assistance relating to the Taxes of the Entities in respect of such Tax Returns. Notwithstanding periods ending after the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying PartiesDate.

Tax Returns. (ai) The Representative Indemnifying Parties shall prepare and be responsible for the timely file, or shall cause to be prepared and timely filed, at filing (taking into account any extensions received from the Company Members’ expense, relevant tax authorities) of all Tax Returns for which income of required by Law to (A) be filed by the Company flows through Acquired Companies on or prior to the Company Members that relate solely Closing Date or (B) include the Acquired Companies in a consolidated, combined or unitary Tax Return filed by the Indemnifying Parties or any of their Affiliates (other than any Tax Indemnitee) with respect to a Pre-Closing Tax Period regardless of when they are any taxable period ending prior to be filed (each a “Seller Tax Return”), and the Company shall pay, or cause to be paid, all Taxes of the Company due on or before including the Closing Date, (ii) such Tax Returns shall be correct and complete in all material respects and accurately set forth all items to the extent required to be reflected or included in such Tax Returns by applicable Tax Laws and (iii) all Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by the Indemnifying Parties as and when required by Law. Such Tax Returns shall be prepared and filed on a basis consistent with those prepared for prior taxable periods unless a different treatment of any item is required by treating items an intervening change in Law, closing agreement or other settlement entered into with a Taxing Authority, or decision of a judicial authority. (b) The Acquired Companies (or, where relevant, the combined or consolidated group of which the Acquired Companies are members) shall be responsible for the timely filing (taking into account any extensions received from the relevant Tax Authorities) of all Tax Returns required by Law to be filed by the Acquired Companies, or to include the Acquired Companies, after the Closing Date. (c) The Acquired Companies shall not take positions, make elections or use methods on Tax Returns that deviate substantively from positions taken, elections made or methods used in prior periods in filing such Tax Returns in (any such deviation being a manner consistent with “Position Change”); provided that the past practices Acquired Companies may make a Position Change, if (i) doing so would not increase the amount of the Company with respect indemnity (assuming no Position Change) to be paid to any Tax Indemnitee by the Indemnifying Parties pursuant to Section 7.1, or (ii) the Stockholders’ Representative consents to such itemsPosition Change, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall consent not be unreasonably withheld, conditioned withheld or delayed. If , as determined in accordance with the resolution procedures provided in Section 7.4(d) and Section 7.4(e). (d) The Acquired Companies shall submit any Tax Returns that could give rise to a claim for indemnification to the Stockholders’ Representative does not receive comments from Parent at least later than forty-five (545) days prior to the due date for filing such Tax Returns (giving effect to valid extensions) (or, if such due date is within forty-five (45) days following the Closing Date, or in the case of any amended Tax Return or Tax Return for which the due date has passed, as promptly as practicable following the Closing Date) for review by the Stockholders’ Representative. If the Stockholders’ Representative objects in writing to a change in position that it believes in good faith could give rise to a claim for indemnification under Section 7.1, then the Stockholders’ Representative shall notify Parent of such disputed items and the basis for its objection within fifteen (15) days of the day of receipt of such Tax Return, and the Stockholders’ Representative and Parent shall act in good faith to resolve the dispute for as long as reasonably possible consistently with filing the Tax Return on time. (e) If it is not possible to resolve any such dispute prior to the filing date (or, in the case of any amended Tax Return or Tax Return for which the due date has passed, within 30 days of the receipt by the Acquired Companies of the Stockholders’ Representative’s written objection in accordance with Section 7.4(d)), then the Acquired Companies shall have sole authority to determine the form and content of their Tax Returns. If a claim for indemnification under Section 7.1 is made in respect of any such Tax Return, Parent shall and the Stockholders’ Representative believes that the liability is attributable to a position that it has disputed in writing, then the Stockholders’ Representative may request that the dispute be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject presented to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax ReturnsAccounting Firm. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of Accounting Firm determines that (i) the amount of any such Pre-Closing Taxes liability for which indemnification is claimed is attributable to the disputed position, and (ii) the method Stockholders’ Representative’s refusal to pay the indemnity claim in respect of recovery from such position is unreasonable, then the Indemnifying PartiesAcquired Companies shall be entitled to indemnification for the amount that the Accounting Firm determines to be attributable to the disputed position. The determination of the Accounting Firm shall be final and binding on both parties and may be entered and enforced in any court having jurisdiction. (f) The Acquired Companies shall not file (i) any amended Tax Returns or (ii) any Tax Returns in any jurisdiction in which the Acquired Companies have not previously filed a Tax Return for any Pre-Closing Period, without the consent of the Stockholders’ Representative, such consent not be unreasonably withheld or delayed, as determined in accordance with the resolution procedures provided in Section 7.4(d) and Section 7.4(e).

Tax Returns. 11.1 Subject to and in accordance with the provisions of this paragraph 11, the Seller or its agent shall (at the expense of each relevant Target Group Entity provided such costs are consistent with the costs for previous periods and otherwise at the expense of the Seller): (a) The Representative shall prepare and timely filethe Tax returns of each Target Group Entity for the Relevant Periods, or shall cause to be the extent that the same have not already been prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall pay, or cause to be paid, all Taxes of the Company due on or submitted before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns.Completion; (b) Parent shall prepare all documentation and file, or cause to be prepared and filed, deal with all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods other matters (including Straddle Periodscorrespondence) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject relating to the approval Tax returns of each Target Group Entity for the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns.Relevant Periods; and (c) Not later than ten (10) days prior deliver to the Purchaser for comment any Tax return and/or related documentation for the Relevant Periods at least 20 Business Days before the due date of submission to the payment relevant Tax Authority of Taxes on any Pre-Closing Tax Returns which Parent has such return or documentation. 11.2 Except with the responsibility to cause Purchaser's written consent (such consent not to be filed pursuant to Section 11.1(bunreasonably withheld), without duplication ofthe Seller shall not be entitled to require that the Target Group Entities make any claim, disclaimer, surrender or election, or prejudice towithdraw any such item, nor shall the Indemnified Parties’ rights to indemnificationSeller include any such items in any return or document prepared under paragraph 11.1, compensation unless the making, giving or reimbursement under Section 10.2, withdrawal of it either is taken into account in preparing the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not Completion Statements or is taken into account in the determination of Accounts. 11.3 The Purchaser shall: (a) procure that each Target Group Entity causes the Base ConsiderationTax returns and other documentation and matters mentioned in paragraphs 11.1(a) and 11.1(b), as reasonably determined by Parent, due except to the extent that they are not true and accurate in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its optionall material respects, to recover be authorised, signed and submitted to the appropriate Tax Authority without amendment or with such amendments as the Purchaser reasonably considers to be necessary; and (b) give, and procure that each Target Group Entity gives, the Seller or its agent all or any portion of such Pre-Closing Taxes from assistance as may be reasonably required to prepare the Holdback Amount Tax returns and documentation mentioned in paragraphs 11.1(a) and 11.1(b), and conduct matters relating to them in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior Seller's rights under paragraph 11.1. 11.4 The Purchaser shall be under no obligation to procure the authorisation and/or signing of any Tax return or document delivered to it under paragraph 11.1 which is false or misleading, but for the avoidance of doubt shall be under no obligation to make any enquiry as to the due completeness or accuracy thereof and shall be entitled to rely entirely on the Seller and their agents. 11.5 The Purchaser or its duly authorised agent shall prepare the Tax returns and related documentation of each Target Group Entity and deal with all other matters relating to those Tax returns for all accounting periods ending after Completion. In relation to the Straddle Period only, the Purchaser shall, or shall procure that each Target Group Entity shall: (a) deliver to the Seller for comment any Tax return and/or related documentation for the Straddle Period in a reasonable period of time before the intended date of submission to the payment relevant Tax Authority of such Taxesreturn or documentation and make such amendments to them as the Seller may reasonably require provided such comments relate to the part of the Straddle Period falling on or before Completion and are consistent with the provisions and principles adopted in the Completion Statements; and (b) give the Seller or its agent all such assistance as may be reasonably required to exercise their right to comment under paragraph 11.5(a). 11.6 The Seller shall provide to the Purchaser and the relevant Target Group Entity such reasonable access to relevant books, Parent accounts and records in its possession or control as is necessary and reasonable to prepare, submit and agree any Tax returns or documents referred to in and in accordance with paragraph 11.5. 11.7 Paragraph 5 shall notify the Representative apply to any Tax Liability which gives rise or may give rise to a Tax Claim instead of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Partiesthis paragraph 11.

Tax Returns. (a) The Representative Seller shall prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall pay, file or cause to be paid, timely filed all Taxes of required Tax Returns relating to the Company due for any taxable period which ends on or before the Closing Date. Such Seller shall include the income of Company (including any deferred items triggered into income by Treasury Regulation ss.1.1502-13 and any excess loss account taken into income under Treasury Regulation ss.1.1502-19) on Seller's consolidated Tax Returns for all taxable periods including the Closing Date and pay any income Taxes attributable to such income. All such Tax Returns shall be prepared by treating items on such Tax Returns and filed in a manner consistent with the past practices of the Company with respect to such itemsprior practice, except as required by Lawa change in applicable law. At least fifteen (15) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent Buyer shall prepare and file, or cause to be prepared and filed, timely file or cause to be timely filed all required Tax Returns required relating to be filed by the Company for taxable periods ending after the Closing Date Date. All such returns shall be prepared and all elections with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”)returns shall be made, subject to the approval of the Represenativeextent permitted by law, which such approval shall not be unreasonably witheld, conditioned or delayedin a manner consistent with prior practice. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Before filing any Tax Return with respect to any Straddle Period, Buyer shall provide Seller with a copy of such Tax Return at least twenty days 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 8.2 hereof. Notwithstanding anything in this Agreement to the contrary, Seller shall have no indemnification obligation pursuant to Section 8.2 hereof with respect to any Taxes covered by such Tax Return until Seller has received such Tax Return and such statement. If for any reason Seller does not agree with Buyer's calculation of its indemnification obligation, Seller shall notify Buyer of its disagreement within ten days of receiving a copy of the Tax Return and Buyer's calculation, and such dispute shall be resolved pursuant to the Tax Dispute Resolution Mechanism. Seller shall pay to Buyer the amount of Seller's indemnification at the time specified in Section 8.2(e) and, if there is a dispute which is resolved pursuant to the Tax Dispute Resolution Mechanism with a determination that Seller has overpaid on its indemnification obligation, then Buyer shall refund to Seller within 10 days the amount of the overpaid indemnification obligation. (b) Seller shall pay or cause to be paid when due and payable all Taxes with respect to the Company for any taxable period ending on or before the Closing Date, and Buyer shall so pay or cause to be paid Taxes for any taxable period ending after the Closing Date at least fifteen (15subject to its right of indemnification from Seller by the date set forth in Section 8.2(e) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior for Taxes attributable to the filing portion of such any Tax Returns, period that includes the Representative shall be deemed Closing Date pursuant to have no comments to such Tax ReturnsSection 8.2(b)). (c) Not later than ten (10) days Seller, the Company and Buyer shall reasonably cooperate, and shall cause their respective affiliates, officers, employees, agents, auditors and representatives reasonably to cooperate, in preparing and filing all Tax Returns, including maintaining and making available to each other all records necessary in connection with Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Taxes. Seller shall not settle any audit in a manner which would materially adversely affect Company or Buyer after the Closing Date without the prior written consent of Buyer, which consent shall not unreasonably be withheld. Buyer and Seller recognize that Seller Tax Indemnified Parties will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by the Company to the extent such records and information pertain to events occurring prior to the Closing Date; therefore, Buyer and Seller agree that from and after the Closing Date, Seller, Buyer and the Company (including their affiliates and successors) shall (A) retain and maintain all such records including (but not limited to) all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company for each taxable period first ending after the Closing Date and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the taxable periods to which such Tax returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods, or (ii) six years following the due date (without extension) for such Tax Returns, and (B) allow Seller and Buyer and their agents and representatives (and agents or representatives of any of their affiliates), upon reasonable notice and at mutually convenient times to inspect, review and make copies of such records (at the expense of the payment party requesting the records) as Seller and Buyer may deem reasonably necessary or appropriate from time to time. Any information obtained under this Section 8.4(c) shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding. (d) Any refunds or credits of Taxes on of the Company plus any interest received with respect thereto from the applicable Tax authority for any Pre-Closing Tax Period (including, without limitation, refunds or credits arising by reason of amended Tax Returns filed after the Closing Date) shall be for the account of Seller and shall be paid by Buyer to Seller within 10 business days after Buyer receives such refund or after the relevant Tax Return is filed in which Parent has the responsibility to cause to credit is applied against any of the Buyer Tax Indemnified Party's liability for Taxes. Any refunds or credits of Taxes of the Company plus any interest received with respect thereto from the applicable taxing authority for any taxable period beginning after the Closing Date shall be filed for the account of Buyer. Any refunds or credits of Taxes of the Company for any Straddle Period shall be apportioned between Seller and Buyer in the same manner as the liability for such Taxes is apportioned pursuant to Section 11.1(b8.2(b). (e) At Seller's request and at Seller's expense, Buyer shall cause the Company to file for and obtain any refunds or credits to which Seller is entitled under Section 8.4(d), without duplication of, provided that such filing does not have an adverse impact on Buyer or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of PreCompany for any Post-Closing Taxes Tax Period. In connection therewith, (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent A) Buyer shall be entitledpermit Seller, at its optionSeller's expense, to recover all or any portion of such Pre-Closing Taxes from control the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount prosecution of any such Pre-Closing Taxes refund claim that relates to refunds or credits to which Seller is entitled under Section 8.4(d) and, where deemed appropriate by Seller, shall cause the Company and any of their successors to authorize by appropriate powers of attorney such persons as Seller shall designate to represent the Company or any of their successors with respect to such refund claim and (iiB) Buyer shall cause the method Company or any of recovery from their successors to forward to Seller any such refund within 10 days after the Indemnifying Partiesrefund is received (or reimburse Seller for any such credit within 10 Business Days after the relevant Tax Return is filed in which the credit is applied against any of the Company's or any of their successors' liability for Taxes.

Tax Returns. Except as otherwise provided in Section 7.10(g): (ai) The Representative Seller shall prepare and timely filefile (taking into account all valid extensions), or shall cause to be prepared and timely filed, at the Company Members’ expensefiled (taking into account all valid extensions), all Tax Returns for which income of the Company flows through or the Acquired Subsidiary covering a taxable period ending on or prior to the Company Members Closing Date that relate solely are required to be filed after the Closing Date (each, a "Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”"), and the Company shall pay, or cause to be paid, all Taxes of the Company due on or before the each such Pre-Closing Date. Such Tax Returns Return shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, custom and practice except as otherwise required by Lawapplicable Law or fact. At Seller shall provide a copy of each such Pre-Closing Tax Return, together with all supporting documentation and workpapers, to Buyer for Buyer's review and reasonable comment at least fifteen thirty (1530) days prior to the due date (taking into account all valid extensions) for filing any such Pre-Closing Tax Return, the Representative and Seller shall submit a copy of include any such Tax Return, along with supporting work papers, reasonable comments provided in writing by Buyer to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent Seller at least five (5) days prior to the due date (taking into account all valid extensions) for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Return; provided, that in the case of a Pre-Closing Tax Returns”)Return which filing deadline (including extensions) is within thirty (30) days after the Closing Date, subject to the approval of the Represenative, which such approval Seller (Y) shall in good faith attempt (but shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, have any obligation) to review and comment on each provide a copy of such Pre-Closing Tax Return to Buyer for Buyer's review and (Z) does not have any obligation to accept any of Buyer's comments with respect to such Pre-Closing Tax Return. Subject to Seller's obligations pursuant to Section 7.10(b)(iii) and the indemnification obligations of the Seller pursuant to Section 11.2(a)(iv), the Company or the Acquired Subsidiary, as applicable, shall be responsible for timely paying (taking into account all valid extensions) all Taxes reflected on a taxable period ending on Pre-Closing Tax Return to the applicable Taxing Authority. (ii) Buyer shall prepare and timely file (taking into account all valid extensions), or before shall cause to be prepared and timely filed (taking into account all valid extensions), all Tax Returns of the Closing Date Company or the Acquired Subsidiary covering a Straddle Period (each, a 'straddle Tax Return"), and each such Straddle Tax Return shall be prepared in a manner consistent with past custom and practice except as otherwise required by applicable Law or fact. Buyer shall provide a copy of each such Straddle Tax Return, together with all supporting documentation and workpapers, to Seller for Seller's review and reasonable comment at least fifteen thirty (1530) days prior to filing. The Representative the due date (taking into account all valid extensions) for filing such Straddle Tax Return, and Buyer shall be entitled include any reasonable comments provided in writing by Seller to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative Buyer at least five (5) days prior to the due date (taking into account all valid extensions) for filing such Straddle Tax Return; provided, that in the case of a Straddle Tax Return which filing deadline (including extensions) is within thirty (30) days after the Closing Date, Buyer (Y) shall in good faith attempt (but shall not have any obligation) to provide a copy of such Straddle Tax ReturnsReturn to Seller for Seller's review and (Z) does not have any obligation to accept any of Seller's comments with respect to such Straddle Tax Return. Subject to Seller's obligations pursuant to Section 7.10(b)(iii) and the indemnification obligations of Seller pursuant to Section 11.2(a)(iv), the Representative Company or the Acquired Subsidiary, as applicable, shall be deemed responsible for timely paying (taking into account all valid extensions) all Taxes reflected on a Straddle Tax Return to have no comments to such Tax Returnsthe applicable Taxing Authority. (ciii) Not later than ten (10) days prior to To the due date of extent the payment of Taxes reflected on any a Pre-Closing Tax Returns which Parent has Return are the responsibility to cause to be filed obligation of Seller pursuant to Section 11.1(b11.2(a)(iv), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall Seller will pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to Buyer the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of reflected on such Pre-Closing Taxes from Tax Return on the Holdback Amount in accordance date that such Pre-Closing Tax Return is filed with the principles set forth in applicable Taxing Authority. To the extent Taxes reflected on a Straddle Tax Return are the obligation of Seller pursuant to Section 10.8(a11.2(a)(iv). Not , Seller will pay to Buyer the amount of Taxes reflected on such Straddle Tax Return, as applicable, that are the obligation of Seller pursuant to Section 11.2(a)(iv) within five (5) Business Days after the later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and a written request by Buyer, or (ii) the method date that such Straddle Tax Return was filed with the applicable Taxing Authority. (iv) For the avoidance of recovery from doubt, the Indemnifying Partiesterm Pre-Closing Tax Return and Straddle Tax Return shall not include, and this Section 7.10(b) shall not apply to, any Tax Return that is not required under applicable Law to be filed by the Company or the Acquired Subsidiary, such as (x) the consolidated U.S. federal income tax return of the Seller Affiliated Group or (y) any state, local or foreign consolidated, combined, affiliated, unitary or aggregate group income or franchise Tax Return of an applicable group or groups of taxable entities which includes or include one or more members of the Seller Affiliated Group and which is required under applicable Law to be filed by a member of the Seller Affiliated Group other than the Company or the Acquired Subsidiary.

Tax Returns. (a) The Representative Buyer and the Surviving Corporation shall, to the extent necessary, execute an engagement letter with an independent accounting firm chosen by the Shareholder Representatives and shall prepare provide reasonable assistance, access and timely file, or information to the Shareholder Representatives and such independent accounting firm in connection with the preparation of such Tax Returns. The Indemnifying Securityholders shall cause to be prepared pay all third party costs and timely filed, at expenses incurred in connection with the Company Members’ expense, all preparation of the 2005 Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company 2006 Tax Returns, less any amounts specifically accrued therefor on the Estimated Closing Balance Sheet or the Final Closing Balance Sheet. The Shareholder Representatives shall pay, or cause to be paid, all Taxes of deliver the Company due on or before the Closing Date. Such 2005 Tax Returns shall be prepared by treating items on such and 2006 Tax Returns (in a manner consistent each case, together with the past practices of the Company with respect all relevant schedules and work papers) to such items, except as required by Law. At Buyer at least fifteen thirty-five (1535) days prior to filing any the due dates for such Tax Return, the Representative Returns. Buyer shall submit have a copy period of any thirty (30) days following delivery of such Tax Return, along with supporting work papers, Returns to Parent for Parent’s review and approvalapprove, at Buyer's expense, such Tax Returns. After Buyer has reviewed and approved the 2005 Tax Returns and the 2006 Tax Returns (which approval shall not be unreasonably withheld), conditioned or delayedthe Surviving Corporation shall file such Tax Returns in a timely manner with the relevant Governmental Entities and shall provide a copy of such filed Tax Returns to the Shareholder Representatives. If the Representative does not receive comments from Parent at At least five three (53) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after payment of the Closing Date Taxes shown as due with respect to Pre-Closing the 2005 Tax Periods (including Straddle Periods) other than Seller Returns and the 2006 Tax Returns (such Tax Returns “Pre-Closing Tax Returns”in each case, as reasonably approved by Buyer), subject the Indemnifying Securityholders shall pay to Buyer an amount equal to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review Taxes shown as due and comment owing on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, less, in each case, any amounts specifically accrued as liabilities therefor on either the Representative Estimated Closing Balance Sheet or the Final Closing Balance Sheet. To the extent such amounts on either the Estimated Closing Balance Sheet or the Final Closing Balance Sheet exceed the amounts shown as due and owing on the 2005 Tax Returns or the 2006 Tax Returns, such amounts shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) days prior paid by Buyer to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying PartiesSecurityholders.

Tax Returns. (a) The Representative following provisions shall govern the allocation of responsibility and payment of Taxes as between Parent and Stockholders for certain Tax matters following the Closing Date: (i) Parent, the Company and the Principal Stockholders intend that the transactions contemplated hereby be treated for U.S. federal income Tax purposes as a tax-free reorganization under Section 368(a)(2)(E) of the Code and agree to report the transaction consistent therewith for all Tax purposes. (ii) Parent shall prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall pay, file or cause to be paid, filed all Taxes of Returns for the Company due for all periods ending on or before prior to the Closing Date (“Pre-Closing Period Returns”) which are required to be filed after the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with ; provided, however, that the past practices of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Stockholder Representative shall submit a copy of any such Tax Return, along with supporting work papers, have the right to Parent for Parent’s review and approvalapprove said Returns, which approval shall not be unreasonably withheld. (iii) Subject to clause (ii) above, conditioned Parent shall not file any Return or delayed. If the Representative does not receive comments from Parent at least five (5) days amend any filed Return for any period ending on or prior to the due date for filing any such Tax ReturnClosing Date without the prior written consent of the Stockholder Representative, Parent which consent shall not be unreasonably withheld. (iv) Pre-Closing Period Returns shall be deemed prepared consistent with the past practice and custom of the Company to have no comments to such Tax Returnsthe extent consistent with applicable law. (b) Parent shall prepare Parent, and filethe Stockholder Representative will provide each other with such assistance as may reasonably be requested by either of them in connection with the preparation of any Return, any audit or other examination by any Tax authority, any judicial or administrative proceedings relating to liability for Taxes, or cause any other claim arising under this Agreement, and each will retain and provide the others with any of their records or information that may be relevant to any such Return, audit or examination, proceeding or claim. Such assistance shall include making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and shall include providing copies of any relevant Returns and supporting work schedules which assistance shall be prepared and filed, all Tax Returns required to be filed provided without charge except for reimbursement of reasonable out-of-pocket expenses. Parent will promptly notify the Stockholder Representative in writing of any notice or inquiry received by the Company after the Closing Date it with respect to PreTaxes for any pre-Closing periods. The Stockholder Representative shall have the right to participate in any examination by any Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject authority that could result in any indemnification by the Stockholders under this Agreement. Notwithstanding anything herein to the approval contrary, neither Parent nor the Surviving Corporation shall settle any claim made for Tax by any Tax authority with respect to any period under which a claim for indemnification by Parent will be made without the prior written consent of the RepresenativeStockholder Representative, which such approval consent shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returnswithheld. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Parties.

Tax Returns. (a) The Seller Representative shall timely prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed file (each a “Seller Tax Return”), and the Company shall pay, or cause to be paid, timely prepared and filed) (i) IRS Form 1065 and all Taxes comparable state and local partnership information Tax Returns for each of the Company due BlueMountain Operating Companies for taxable periods ending on or before the Closing DateDate and (ii) all other Tax Returns of the BlueMountain Operating Companies and BlueMountain Subsidiaries for taxable periods ending on or before the Closing Date (collectively, “BlueMountain Tax Returns”). Such All BlueMountain Tax Returns shall be prepared by treating items on such Tax Returns and filed in a manner consistent with past practice, provided that any tax deductions attributable to expenses borne directly or indirectly by Sellers or any BlueMountain Operating Company or any BlueMountain Subsidiary in connection with the past practices transactions contemplated by this Agreement shall be attributed to the taxable period (or portion thereof) ending on the Closing Date and shall be allocated to the Sellers to the maximum extent permitted by law. (b) Without the prior written consent of the Company with respect to such items, except as required by Law. At least fifteen Purchaser (15) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval consent shall not be unreasonably withheld, conditioned or delayed. If ), the Representative does BlueMountain Sellers shall not receive comments from Parent at least five make, change or rescind any Tax election of a BlueMountain Operating Company or a BlueMountain Subsidiary, amend any Tax Return of a BlueMountain Operating Company or a BlueMountain Subsidiary or take any position on any Tax Return of a BlueMountain Operating Company or a BlueMountain Subsidiary, in each case to the extent such action would have the effect of increasing the Tax liability or reducing any Tax asset of Purchaser, a BlueMountain Operating Company or a BlueMountain Subsidiary in respect of any Post-Closing Tax Period. (5c) Purchaser shall timely prepare and file (or cause to be timely prepared and filed) all Tax Returns of the BlueMountain Operating Companies and BlueMountain Subsidiaries not described in Section 6.3(a) (each, a “Purchaser Tax Return”); provided that, not later than thirty (30) days prior to the due date for filing (including extensions) of any such Purchaser Tax Return for a Straddle Period, Purchaser shall submit a draft of such Purchaser Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare together with all material supporting documentation and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject work papers to the approval of Seller Representative and the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review AMG Seller for their comment and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filingapproval. The Seller Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from or the Representative at least five (5) days prior to the filing of such Tax ReturnsAMG Seller shall, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days following receipt of each such Purchaser Tax Return, provide written notice (the “Tax Dispute Notice”) to Purchaser of any items in such Purchaser Tax Returns that the Seller Representative or the AMG Seller (as applicable) disputes in good faith including the reasons for such dispute. During the thirty (30) day period following delivery of a Tax Dispute Notice, Purchaser and the Seller Representative and the AMG Seller shall negotiate in good faith with a view to resolving their disagreements over the disputed items. If the parties fail to resolve their differences over the disputed items within such thirty (30) day period, then Purchaser, the Seller Representative and the AMG Seller shall forthwith jointly request that the Accounting Firm make a binding determination as to the disputed items in accordance with this Agreement. If any dispute with respect to a Purchaser Tax Return is not resolved prior to the applicable filing due date (including extensions), such Purchaser Tax Return shall be filed in the manner requested by Seller Representative and the AMG Seller; provided that such Purchaser Tax Return shall subsequently be amended to reflect the determination of the Accounting Firm. The costs of the Accounting Firm with respect to such determination shall be borne equally by the Sellers (pro rata based on each Seller’s Sale Percentage), on the one hand, and Purchaser, on the other hand. (d) Without the prior written consent of the Seller Representative and the AMG Seller (which consent shall not be unreasonably withheld, conditioned or delayed), Purchaser shall not, and shall not permit any of its Affiliates to take any of the following actions with respect to a Pre-Closing Tax Period or a Straddle Period of any BlueMountain Operating Company or BlueMountain Subsidiary (i) file, re-file or amend any Tax Return; (ii) enter into discussions regarding any voluntary disclosure involving Taxes; (iii) change any method or period of accounting; (iv) enter into any closing agreement or settle any Tax claim or assessment; (v) extend or waive the limitation period applicable to any Tax claim or assessment; (vi) surrender any right to claim a refund of Taxes; (vii) make or change any Tax election (including under Code Section 6226 or any comparable applicable provisions of state, local, or foreign Tax law); or (viii) take any other similar action, or omit to take any action, relating to the filing of any Tax Return or the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying PartiesTax.

Tax Returns. (ai) The Representative Securityholders shall prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filed, all any Tax Returns required to be filed by of the Company after the Closing Date with respect that relate to Pre-Closing any Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filingthat are due after the Closing Date. The Representative shall be entitled to comment on All such Tax Returns shall be prepared on a basis that is consistent with past practice, except to the extent such basis is inconsistent with applicable Law. Notwithstanding the foregoing, the Securityholders shall cause the Company to elect and Parent qualify to be taxed as a REIT including by filing the necessary forms to make any election under Section 856(c)(1) to be taxed as a REIT for the Company's taxable year ending at the Closing Date by timely and properly filing IRS Form 1120-REIT. The Securityholders shall incorporate such comments in good faith into provide drafts of any such Tax Returns. If Returns to Parent does not receive comments from the Representative at least five thirty (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (1030) days prior to the due date of such Tax Returns. Parent shall have the right to review and provide comments to the Securityholders with respect to such Tax Returns, and the Securityholders shall accept all reasonable comments to the Tax Returns provided by Parent. In the event that the Securityholders do not accept any proposed comments of Parent, the parties shall work together and cooperate to resolve any dispute regarding such Tax Returns and proposed comments and if the parties are unable to mutually agree on a resolution, the inclusion of such proposed comments to the Tax Returns will be determined by a mutually agreeable third-party arbitrator, the cost of such arbitrator to be shared equally between Parent and the Securityholders. The Securityholders shall be responsible for, and shall promptly pay to the Surviving Company, all Taxes payable by the Company with respect to the Company and its assets and any of its subsidiaries attributable to any Tax period ending on or before the Closing upon request of the Surviving Company; provided, however, that such payment shall not include any Taxes included as a liability in the computation of Taxes on Undisclosed Liabilities. Parent shall prepare and file or cause to be prepared and filed any Tax Returns of the Company or any of its subsidiaries that relate to any taxable period ending after the Closing Date (including Tax Returns for any Straddle Period). (ii) The Parties agree that, in the case of any Straddle Period, for income Tax purposes, the items of income, gain, deduction, loss and credit, and other items, of the Company or its subsidiaries that are allocable to the portion of the Straddle Period that constitutes a Pre-Closing Tax Returns Period shall be computed as if such taxable period ended as of the close of business on the Closing Date (and for such purpose, the Tax period of any partnership or other pass-through entity in which Parent has the responsibility Company or its subsidiaries holds a beneficial interest shall be deemed to cause to be filed pursuant to Section 11.1(bterminate at such time), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to and the amount of other Taxes of the Company or its subsidiaries attributable to the Pre-Closing Taxes (Tax Period shall be deemed to be the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect amount of such Tax Returns. Notwithstanding for the foregoing, Parent shall be entitled, at its option, to recover all or any portion entire taxable period multiplied by a fraction the numerator of such Pre-which is the number of days in the taxable period ending on the day before the Closing Taxes from Date and the Holdback Amount denominator of which is the number of days in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying PartiesStraddle Period.

Tax Returns. 8.1 The Vendor or its duly authorised agent shall at the Vendor’s sole expense prepare the corporation tax returns of the Target Holding Company for the accounting periods ended on the Accounts Date and 31 May 2006 to the extent that they have not been prepared prior to Completion and deliver them to the Purchaser for authorisation and signature in order that the Vendor can submit them to HM Revenue & Customs. 8.2 The Purchaser shall procure that the Target Holding Company shall cause the tax returns mentioned in paragraph 8.1 above to be authorised and signed without amendment or with such amendments as the Vendor shall reasonably agree (provided that the Purchaser shall not be obliged to procure that the Target Holding Company takes any such action as is mentioned in this paragraph 8 in relation to any tax return that is not true and accurate in all material respects) and return them to the Vendor without delay (and in any event allowing the Vendor sufficient time to submit the returns to HM Revenue & Customs within the appropriate time limit). 8.3 The Vendor or its duly authorised agent shall at the Vendor’s sole expense prepare all documentation and deal with all matters (including correspondence) relating to the tax returns of the Target Holding Company for all accounting periods ended on or prior to 31 May 2006 and the Vendor shall provide the Purchaser with copies of any correspondence relating to such tax returns prior to their submission and copies of any correspondence from HM Revenue & Customs. The Vendor shall give the Purchaser a reasonable opportunity to comment on such correspondence prior to submission and shall take account of the Purchaser’s reasonable comments. 8.4 The provisions of paragraph 8.3 shall be without prejudice to the rights of the relevant Target Company in relation to any audit or any enquiry resulting therefrom and if the Purchaser shall at any time become aware of a Claim for Taxation which may result in a Tax Claim, the Purchaser may at any time thereafter by notice in writing to the Vendor require that the provisions of paragraph 8.3 shall lapse, in which case the provisions of paragraph 7 (Claims Procedure) shall come into operation in accordance with its terms. 8.5 Subject to paragraph 8.6, the Purchaser shall be responsible for the preparation and submission of all returns and tax computations of the Target Companies other than the Target Holding Company. 8.6 The Purchaser shall procure that: (a) The Representative shall prepare the Vendor and timely fileits duly authorised agents are afforded such access (including the taking of copies) to the books, or shall cause to be prepared accounts and timely filed, at the Company Members’ expense, all Tax Returns for which income records of each of the Company flows through Target Companies and such other assistance as they may reasonably require to enable the Company Members that relate solely Vendor to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent deal with the past practices of matters referred to in this paragraph 8; (b) the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Representative shall submit Vendor is promptly sent a copy of any communication from any Tax Authority insofar as it relates to an accounting period of the Target Holding Company which ends on or before 31 May 2006; (c) there is given to such person or persons as may for the time being be nominated by the Vendor authorisation to conduct the Tax Returnreturns of the Target Holding Company for the accounting periods ending on or prior to 31 May 2006 as required by this paragraph 8; (d) the Vendor is supplied with copies of all returns, along with supporting work papers, computations and material correspondence relating to Parent the tax affairs of each Target Company for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent accounting period commencing on 1 June 2006 at least five (5) 21 days prior to the due date for filing submission of such returns, computations and correspondence and that any such Tax Return, Parent shall be deemed reasonable comments made by the Vendor in relation thereto and to have no comments the extent they relate to such Tax Returns.the period to Completion are taken into account; (be) Parent shall prepare the Vendor is supplied with copies of all returns, computations and filematerial correspondence relating to the tax affairs of each Target Company, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”)the Target Holding Company, subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period for all accounting periods ending on or before the Closing Date 31 May 2006 at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) 21 days prior to the filing submission of such Tax Returnsreturns, computations and correspondence and that all reasonable comments made by the Representative shall be deemed to have no comments to such Tax Returns.Vendor in relation thereto are taken into account; (cf) Not later than ten the Tax returns referred to in 8.6(c) and (10e) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b)above are, without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration)Purchaser can so procure and it is reasonable to do so, as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount prepared in accordance with the principles set forth in Target Companies’ past practice unless otherwise required by applicable law or accounting practice. (g) Where permitted by Treasury Regulation Section 10.8(a1.1502-76(b)(1)(ii)(B). Not later than fifteen (15) days prior to , all Transactions outside the due ordinary course of business by Falcon Holdings Inc and the American Company on the date of Completion but after Completion are reported in the payment of such Taxes, Parent shall notify return for the Representative of (i) period commencing on the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Partiesday following Completion.

Tax Returns. (a) The Representative Sellers shall prepare be responsible for, and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, (i) all Tax Returns for which income of the Company flows through Acquired Entities that are required to be filed on or prior to the Company Members Closing Date (taking into account applicable extensions) and (ii) all Pass-Through Tax Returns (such Tax Returns described in (i) and (ii), “Seller Tax Returns”). Each such Seller Tax Return shall be prepared consistent with past practices, unless otherwise required by applicable Law. Seller Representative shall deliver a copy of each such Seller Tax Return required to be filed after the Closing Date to Buyers for review and comment no later than fifteen (15) calendar days prior to filing such Tax Return (taking into account applicable extensions). Seller Representative shall consider in good faith all reasonable comments received from Buyers in writing to any such Seller Tax Return no later than ten (10) calendar days after the date such Seller Tax Return is delivered to Buyers. The Parties agree that relate solely all income Tax deductions in connection with the payment of any fees and expenses payable by the Acquired Entities or Sellers arising from, incurred in connection with, or incident to this Agreement and the transactions contemplated hereby (including, for the avoidance of doubt, any Outstanding Transaction Expenses), and expenses relating to the existing Indebtedness of the Acquired Entities (including any deferred financing costs, loan fees, any costs related to the redemption of any Indebtedness, any costs related to prepayment penalties or premiums and any accrued (and not previously deducted) original issue discount on any Indebtedness) or other amounts taken into account as a liability in Adjusted Working Capital that will be paid at or before Closing, shall be reported on the Tax Returns of the Acquired Entities for the Pre-Closing Tax Period regardless to the extent such deductions are “more likely than not” deductible in such Pre-Closing Tax Period. The Parties agree that seventy-percent (70%) of when they are any success-based fees shall be treated as deductible to the extent permitted pursuant to the safe-harbor election of Revenue Procedure 2011-29. Any “extraordinary items” (within the meaning of Section 1.706-4(e)(2) of the Treasury Regulations) arising on the Closing Date but after the Closing shall be filed consistently reported by the Parties in accordance with Section 1.706-4(e)(1) of the Treasury Regulations (each a without regard to Section 1.706-4(e)(3) of the Treasury Regulations). Sellers shall be solely responsible for prompt payment of any and all income Taxes related to any items of income, gain, loss or deduction “Seller passed-through” to Sellers on any Pass-Through Tax Return”)Return of any of the Acquired Entities for any Pre-Closing Tax Period. Buyers shall be responsible for, and the Company shall pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filed, all other Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax ReturnsAcquired Entities. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Parties.

Tax Returns. (a) 4.1 The Representative shall prepare and timely filePurchaser shall, or shall cause each Target Group Company to, timely prepare and file with the relevant Tax Authorities all Tax Documents relating to be each Target Group Company the due date for filing of which, taking into account extensions, is after the Closing Date. To the extent that any Tax Document prepared and timely filed, at filed by the Purchaser or any Target Group Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely after Closing relates to a Pre-Closing Tax Period regardless or may affect the liability to Taxation of when they a member of the Seller’s Group or the Seller’s liability under this Schedule or paragraph 18 of Schedule 5 (Warranties given by the Seller under Clause 9.1), the Purchaser shall ensure that such Tax Document is prepared on a basis consistent with Applicable Law and the past practices of the relevant Target Group Company, provided that, other than in respect of any Tax Document that relates to a Pre-Closing Tax Period, such past practices are consistent with practices adopted by the Purchaser. 4.2 To the extent that any Tax Document to be filed by the Purchaser or any Target Group Company after Closing relates to a Pre-Closing Tax Period and will or may affect the liability to Taxation of a member of the Seller’s Group or the Seller’s liability under this Schedule or in paragraph 18 of Schedule 5 (Warranties given by the Seller under Clause 9.1), the Purchaser shall procure that the Seller receives drafts of any such Tax Documents which are to be filed submitted. If a time limit applies in relation to the submission of any such Tax Document, the Purchaser shall ensure that the Seller receives the draft Tax Document no later than 10 (each a “ten) days before the expiry of the time limit if the Purchaser (acting reasonably) has sufficient time to prepare and deliver such Tax Document at that time or otherwise as soon as reasonably practicable prior to the expiry of the time limit. The Purchaser shall ensure that the Seller is consulted fully in relation to the progress of matters referred to in this paragraph 4.2, that any reasonable written comments of the Seller are taken into account in the preparation of the relevant Tax Return”)Documents, and that the Company shall paySeller receives copies of all such Tax Documents filed, and all correspondence received in relation thereto from a Tax Authority. 4.3 The Seller shall, or shall cause to be paideach Target Group Company to, timely prepare and file with the relevant Tax Authorities all Taxes Tax Documents for any taxable periods of any Target Group Company the Company due date for filing of which, taking into account extensions, is on or before the Closing Date. Such Any such Tax Returns Documents shall be prepared by treating items on such Tax Returns in a manner basis consistent with Applicable Law and the past practices of the Company with respect to such items, except as required by Laweach Target Group Company. At least fifteen (15) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filed, all All Tax Returns required to be filed by the Company after for a taxable period including the Closing Date shall be filed on the basis of Applicable Law. 4.4 The Purchaser agrees to devote reasonable resources to dealing with respect the Taxation affairs of the Target Group Companies in relation to the Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (, and shall use reasonable endeavours to ensure that such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), Taxation affairs are finalised as soon as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Partiespracticable.

Tax Returns. (a) The Representative shall prepare and timely file, or shall cause Without limiting Purchaser’s indemnification rights pursuant to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”Section 11.2(b), and after the Company Closing Date, Purchaser shall pay, (i) file (or cause to be paid, filed) all Taxes of the Company due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, Asset Taxes that are required to be filed after the Closing Date that relate to any Tax period ending before the Effective Date or any Straddle Period on a basis consistent with past practice except as to the extent otherwise required by Law. At least fifteen (15) days prior ; 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 filing any submit each such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, Return to Parent Seller for Parent’s its review and approvalcomment reasonably in advance of the due date therefor, which approval and Purchaser shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive incorporate any reasonable comments received from Parent at least Seller up to five (5) days prior to the due date for filing therefor and timely file any such Tax Return, Parent and (ii) pay (or cause to be paid) prior to delinquency, all Asset Taxes relating to any Tax period that ends before or includes the Effective Date that become due after the Closing Date. In the case of any Tax Return described in clause (i) 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 Asset Taxes shown on such Tax Return between Purchaser and Seller in accordance with Section 9.1(a). Such statement shall be deemed 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 no comments decreased the Purchase Price pursuant to such Tax Returns. Section 2.3(i). Unless required by applicable Law or with Seller’s prior written consent (b) Parent not to be unreasonably withheld, conditioned or delayed), neither Purchaser or any of its Affiliates shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing any amended Tax Return with respect to a taxable the Assets for any Tax period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such 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, Returns relating to Asset Taxes are filed and the Representative Asset Taxes shown thereon are paid to the applicable taxing authority and (B) nothing within this Section 9.2 shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) days prior to interpreted as altering the due date of manner in which Asset Taxes are allocated and economically borne by the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Parties.

Tax Returns. (a) The Representative Seller shall prepare be responsible for and timely file, pay when due all of Seller's Taxes attributable to or shall cause to be prepared and timely filed, at levied or imposed upon the Company Members’ expense, all Tax Returns for which income of the Company flows through Assets relating or pertaining to the Company Members period (or that relate solely to a Pre-Closing Tax Period regardless portion of when they are to be filed (each a “Seller Tax Return”), and the Company shall pay, or cause to be paid, all Taxes of the Company due any period) ending on or before prior to the Closing Date. Such Seller shall continue to timely file within the time period for filing, or any extension granted with respect thereto, all of Seller's Tax Returns shall returns required to be prepared by treating items on such Tax Returns filed in a manner consistent connection with the past practices of the Company with respect to such items, except as required by Law. At least fifteen (15) days Assets for all periods ending on or prior to filing the Closing Date and any such Tax Return, the Representative shall submit a copy portion of any such Tax Return, along returns connected therewith shall be true and correct and completed in accordance with supporting work papers, applicable laws. Buyer shall be responsible for and pay when due (i) all of Buyer's's taxes attributable to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If levied or imposed upon the Representative does not receive comments from Parent at least five (5) days prior Assets relating or pertaining to the due date for filing period (or that portion of any such Tax Returnperiod) beginning the day immediately following the Closing Date and (ii) all taxes attributable to, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and filelevied or imposed upon, or cause to be prepared and filedincurred 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 Returns returns required to be filed by in connection with the Company Assets for all periods ending after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (and any portion of any such Tax Returns “Pre-Closing Tax Returns”), subject to the approval connected therewith shall be true and correct and completed in accordance with applicable laws. Federal and state income and franchise Taxes imposed on or in respect of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a Assets for any taxable period ending on or before that includes the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled allocated to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from paid by (i) Seller for the Representative at least five period up to and including the Closing Date, and (5ii) days prior Buyer for the period subsequent to the filing Closing Date. For purposes of such Tax Returnsthis Agreement, Taxes for the Representative period up to and including the Closing Date and for the period subsequent to the Closing Date shall be deemed apportioned on a per diem basis in the case of any such Taxes not measured or measurable in whole or in part with reference to have no comments to net or gross income, sales or receipts, capital expenses or compensation expenses, and all other such Tax Returns. (c) Not later than ten (10) days prior to Taxes shall be determined on the due date basis of any interim closing of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination books of the Base Consideration), Product Line as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent Closing Date. Seller and Buyer shall notify the Representative of provide reasonable cooperation to each other in connection with (i) the amount preparation or filing of any such Pre-Closing Taxes and Tax return, Tax election, Tax consent or certification, or any claim for a Tax refund, (ii) any determination of liability of Taxes, and (iii) any audit, examination or other proceeding in respect of Taxes related to the method Assets or the operation or activities of recovery from the Indemnifying PartiesAssets.

Tax Returns. 11.1 The Covenantor shall (a) The Representative shall prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ Covenantor's cost and expense, all Tax Returns ) have responsibility for which income and conduct of the Taxation affairs of the Company flows through for all accounting periods ended on or before 31 August 1997 including (without limitation) the preparation, submission, negotiation and agreement with the relevant Tax Authorities of (i) any Taxation, return or computation and (ii) any claims, elections, surrenders and consents in respect of any such accounting periods to the Company Members extent the same shall not have been prepared, submitted and agreed before Completion. 11.2 The Purchaser shall procure that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall payafford such access to its books, accounts and records for the relevant accounting periods as is necessary to enable the Covenantor to comply with Clause 11.1 PROVIDED THAT any information given to the Covenantor or cause to be paid, all Taxes of the Company due on or before the Closing Date. Such Tax Returns its duly authorised professional advisers shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review kept confidential and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior divulged to the due date for filing any such third party other than a relevant Tax Return, Parent shall be deemed to have no comments to such Tax ReturnsAuthority. (b) Parent 11.3 The Purchaser shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by procure that the Company after the Closing Date with respect promptly makes or gives such claims, elections, surrenders and consents in relation to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period Taxation for all accounting periods ending on or before 31 August 1997 as the Closing Date at least fifteen (15) days prior to filing. The Representative Covenantor or its duly authorised professional advisers request in writing and shall further procure that any return, computation, claim, election, surrender or consent shall be entitled to comment on such Tax Returns authorised, signed and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior submitted to the filing appropriate Tax Authority within 28 days of such Tax Returns, receipt by the Representative shall be deemed to have no comments to such Tax ReturnsPurchaser. (c) Not later than ten (10) days prior to 11.4 The Covenantor or its duly authorised professional advisers shall keep the due date Purchaser fully informed of its conduct of the payment Taxation affairs of Taxes on the Company pursuant to this Clause 11 and shall provide the Purchaser within 14 days of receipt by the Covenantor (or its duly authorised professional advisers) with copies of all correspondence and other communications (written or otherwise) pertaining thereto which are received from any Pre-Closing Tax Returns Authority. Subject to Clause 11.3 all such communications which Parent has the responsibility to cause are to be filed pursuant transmitted to Section 11.1(b), without duplication of, any Tax Authority (including any computations or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due returns in respect of the accounting period ended 31 August 1997) shall first be submitted to the Purchaser for approval and shall only be finally submitted if such Tax Returns. Notwithstanding approval is given (not to be unreasonably withheld or delayed) and the foregoing, Parent Purchaser or its duly authorised professional advisers shall be entitled, at its option, to recover all or afforded the opportunity of attending any portion of such Pre-Closing Taxes from the Holdback Amount meetings with any relevant Tax Authority in accordance connection with the principles set forth in Section 10.8(a). Not later than fifteen matters contemplated by this Clause 11. 11.5 The Purchaser or its duly authorised agents shall (15at the Purchaser's cost and expense) days prior to the due date have responsibility for and conduct of the payment Taxation affairs of such Taxes, Parent shall notify the Representative of (i) Company for the amount of any such Pre-Closing Taxes accounting period commencing 1 September 1997 and (ii) the method of recovery from the Indemnifying Partiesall subsequent accounting periods.

Tax Returns. (a) The Representative Sellers shall prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall payprepare, or cause to be paidprepared, consistent with past practices and customs of the Acquired Companies (unless a contrary position is required by Law), all Taxes of the Acquired Company due Tax Returns relating to Tax Periods ending on or before the Closing Date. Such , including all Tax Returns of any Seller or any of its Affiliates that are filed on a consolidated, combined, unitary or similar basis and include an Acquired Company ("Combined Tax Returns"). Sellers shall be prepared by treating items on such timely file all Combined Tax Returns in a manner consistent with the past practices of the Company with respect to such itemsappropriate Governmental Authorities; provided, except as required by Law. At least fifteen (15) days prior to filing however, that Sellers shall not file any such Combined Tax Return, Returns after the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approvalClosing Date without Purchaser's prior written consent, which approval shall not be unreasonably withheld, conditioned or delayed. If Sellers shall deliver all other Acquired Company Tax Returns required to be prepared by Sellers pursuant to this Section 7.01 to Purchasers for timely filing with the Representative does not receive comments from Parent at least five (5) days prior appropriate Governmental Authorities. In connection with the filing of any Tax Returns required to be prepared by Sellers pursuant to this Section 7.01(a), Sellers shall pay such amount required to be paid pursuant to Section 9.07, and Sellers shall promptly provide Purchasers with copies of the due date for filing any such portions of all Combined Tax Return, Parent shall be deemed Returns that relate to have no comments to such Tax Returnsan Acquired Company. (b) Parent Purchasers shall prepare and fileprepare, or cause to be prepared prepared, and filed, timely file with the appropriate Governmental Authority all Acquired Company Tax Returns required relating to be filed by the Company Tax Periods ending after the Closing Date and, subject to Sellers' indemnification obligations under Section 9.07, shall cause all Taxes due with respect to such Tax Returns to be paid on a timely basis. To the extent that such Tax Returns described in the preceding sentence relate to Taxes of an Acquired Company for a Pre-Closing Tax Periods Period, Purchasers shall (including Straddle Periodsi) other than Seller Tax Returns (prepare such Tax Returns “consistent with past practices and customs of the Acquired Company (unless a contrary position is required by Law), (ii) promptly provide Seller Representative with copies of all such Tax Returns or portions thereof related to Taxes of the Acquired Company for a Pre-Closing Tax Returns”), subject to the approval of the RepresenativePeriod and (iii) not file any such Tax Return without Seller Representative's prior written consent, which such approval shall not be unreasonably witheldwithheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Parties.

Tax Returns. (ai) The Representative Stockholders shall prepare or cause to be prepared in a manner consistent with past custom and practice (unless otherwise required to apply with applicable law) and timely file, file or cause to be filed with the appropriate taxing authorities all Tax Returns of the Company required to be filed for all taxable years or periods ending before the Closing Date. The Stockholders shall permit Parent to review and comment upon each such Tax Return described in the preceding sentence (including any amended Tax Returns) prior to filing. The Stockholders further agree to make any changes to such Tax Returns as reasonably requested by Parent provided that such changes will not materially and adversely affect the Tax liability or indemnification obligation of the Sellers or the treatment of the Merger under Section 368(a) of the Code. (ii) Parent shall prepare or cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall pay, file or cause to be paid, filed all Taxes Tax Returns of the Company due on required to be filed for all taxable years or before periods that end after the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) 20 business days prior to the due date (taking account of any extensions of time for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (bfiling) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to for the filing of such Tax Returns, Parent shall notify the Representative Stockholders of the amount of Taxes for which the Stockholders are liable pursuant to Section 5.13(a), but which are payable in respect of Tax Returns to be filed by Parent pursuant to this subsection (b), and, upon request, shall provide the Stockholders with the relevant work papers used to calculate the amount of such Taxes for which the Stockholders are liable. If the Stockholders disagree with Parent's calculation of the Stockholders' Tax liability, the Stockholders may so notify the Parent within 3 business days after receiving from the Parent notification of the amount of Taxes for which the Stockholders are liable. In the event that the parties cannot agree on the amount of the Stockholders' Tax liability within 3 business days after the Stockholders' notice of disagreement, the parties shall jointly select a firm of nationally recognized independent accountants (or, if they cannot agree on the selection of such a firm within 2 business days, then Parent and the Stockholders shall each select their own nationally recognized independent accounting firm, which two firms shall select a third nationally recognized accounting firm ) to resolve the dispute within an additional 3 business days. Such firm's determination shall be deemed final and binding on the parties, and any expenses relating to have no comments the engagement of such firm shall be shared equally by Parent and the Stockholders. The Stockholders shall pay the amount of their Tax liability to such Tax Returns. (c) Not later than ten (10) the Parent at least 5 business days prior to the due date (taking account of any extensions of time for filing) for the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect filing of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Parties.

Tax Returns. (a) The Representative Parent shall prepare and timely file, or shall cause to be prepared and timely filedfile or cause to be timely filed (i) any combined, at consolidated or unitary Tax Return that includes any member of the Company Members’ expenseParent Group, all on the one hand, and any of the Transferred Entities, on the other hand (a “Combined Tax Returns Return”) and (ii) any Tax Return that includes or relates to any Parent Tax Liability for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to Parent may be filed liable under Section 10.2 (each a an “Seller Indemnified Tax Return”). Purchaser shall not amend or revoke, and the Company shall pay, not cause or cause permit to be paidamended or revoked, all Taxes any Combined Tax Return or Indemnified Tax Return (or any notification or election relating thereto) without the prior consent of the Company due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect Parent (not to such items, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed). If In the Representative does case of any Indemnified Tax Return that is required to be authorized and signed by any Transferred Entity after Closing, Parent shall (x) provide the Purchaser with a draft of such Indemnified Tax Return for Purchaser’s review and comment not receive comments from Parent at least five later than twenty (5) days 20 Business Days prior to the filing thereof, (y) consider in good faith any reasonable comments provided by Purchaser and (z) deliver such Indemnified Tax Return (as revised pursuant to the immediately preceding clause (y)), along with any Taxes shown as due date and owing thereon for filing which Parent is responsible in accordance with this Agreement, to the Purchaser for authorization and signing of such Indemnified Tax Return prior to submission, and Purchaser shall procure that such Indemnified Tax Return is so authorized and signed as soon as reasonably practicable and without further amendment by and on behalf of the relevant Transferred Entity, and submitted to the appropriate Tax authority along with such Taxes received from Parent as soon as reasonably practicable (and in any event within any relevant time limit); provided, that none of Purchaser or any of its Affiliates (including the Transferred Entities) will be required to file any Indemnified Tax Return to the extent that Parent does not incorporate comments thereto that are provided by Purchaser pursuant to this Section 7.1(a) and Purchaser reasonably determines, in reliance on written advice of nationally-recognized tax counsel, that Parent’s failure to incorporate such comments has resulted in such Indemnified Tax ReturnReturn reflecting a position for which there is not “substantial authority” (within the meaning of Treasury Regulations Section 1.6662-4(d) or any comparable, Parent shall be deemed to have no comments to such Tax Returnsanalogous or similar provision of state, local or non-U.S. Law). (b) Notwithstanding anything to the contrary in this Agreement, neither Purchaser nor any member of the Parent Group shall prepare and filebe required to provide any Person with any Tax Return or copy of any Tax Return of (i) Purchaser or any of its Affiliates, or cause to be prepared and filedParent or any other member of the Parent Group, all Tax Returns required to be filed by as the Company after case may be, or (ii) a consolidated, combined, affiliated or unitary group that includes the Closing Date with respect to Pre-Closing Tax Periods Purchaser or any of its Affiliates, or Parent or any member of the Parent Group (including Straddle Periods) other than Seller any Combined Tax Returns (such Tax Returns “Pre-Closing Tax Returns”Return), subject to as the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returnscase may be. (c) Not later than ten (10) days prior to From and after the due date Closing Date, without the consent of the payment of Taxes on any Pre-Closing Tax Returns Parent (which Parent has the responsibility to cause to shall not be filed pursuant to Section 11.1(bunreasonably withheld, conditioned, or delayed), without duplication ofPurchaser shall not, or prejudice and shall not permit any of its Affiliates (including the Transferred Entities) to, take any of the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay following actions with respect to Parent Tax Liabilities: (based A) make any material Tax election, (B) amend any income or other material Tax Return or (C) initiate any voluntary disclosure, in each case except as required by a “determination” within the meaning of Section 1313(a) of the Code. Purchaser shall not, and shall not permit any of its Affiliates (including the Transferred Entities) to take any action outside the ordinary course of business on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to Closing Date after the amount of Pre-Closing Taxes (Closing, except to the extent not taken into account in the determination of the Base Consideration), as reasonably determined contemplated by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Partiesthis Agreement.

Tax Returns. (ai) The Representative Newco shall prepare be responsible for the preparation and timely filefiling of all Company Consolidated Income Tax Returns for any Pre-Closing Tax Period, or shall cause to be prepared and timely filed, at including Company Consolidated Income Tax Returns for such period that are due after the Company Members’ expenseClosing Date, all Tax Returns for which income of the Company flows through any Tax period relating to the Company Members that relate solely to a Pre-Closing Newspaper Subsidiaries, and all Broadcasting Tax Period regardless of when they are Returns required to be filed (each a “Seller Tax Return”), and the Company shall pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date. Such Within twenty (20) days following the filing of Company Consolidated Income Tax Returns for the Tax period ended on the Closing Date, Newco shall furnish Acquiror with (i) copies of such Tax Returns, and (ii) information concerning (A) the Tax basis of the assets of Broadcasting as of the Closing Date; (B) the earnings and profits of the Company and Broadcasting as of the Closing Date; (C) the Company’s Tax basis in the stock of Broadcasting and PBC’s Tax basis in the stock of each of its Subsidiaries as of the Closing Date; (D) the net operating loss carryover, investment tax credit carryover, alternative minimum tax carryover and the capital loss carryover, if any, available to the Surviving Corporation and its Subsidiaries for a Post-Closing Tax Period; and (E) all elections with respect to Company Consolidated Income Taxes in effect for Broadcasting as of the Closing Date. Other than elections in the ordinary course of business consistent with past practice or elections which will not have the effect of increasing the Taxes of Acquiror in a Post-Closing Tax Period, no Tax elections shall be made with respect to any of the Tax Returns for which Newco is responsible under this Section 6.09(b)(i) on behalf of the Company or any Broadcasting Subsidiary without the consent of Acquiror. (ii) Acquiror shall be responsible for the preparation and timely filing of all Tax Returns relating to the business or assets of the Company or Broadcasting required to be filed after the Closing Date (other than the Tax Returns to be prepared and filed by Newco pursuant to Section 6.09(b)(i), PROVIDED, HOWEVER, that all such Tax Returns relating to any Pre-Closing Tax Period or Straddle Period shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices practice of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any in preparing such Tax Return, the Representative Returns. Acquiror shall submit provide Newco with a copy draft of any such Tax Return, along with supporting work papers, Return relating to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned any Pre-Closing Tax Period or delayed. If the Representative does not receive comments from Parent Straddle Period at least five thirty (530) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. Return (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”taking into account any applicable extensions), subject to the approval of the Represenative, which and Newco may provide Acquiror with written comments on such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing draft Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen within ten (1510) days prior after its receipt of such draft. Subject to filing. The Representative Section 6.09(e), Acquiror and Newco shall be entitled attempt to comment on resolve any disputes regarding such draft Tax Returns and Parent shall incorporate such comments Return in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of for filing such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying PartiesReturn.

Tax Returns. (a) The Representative shall prepare and timely file, or Vendor shall cause to be prepared and filed on a timely filed, at the Company Members’ expense, basis all Tax Returns (if any) for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), Corporation and the Company shall pay, or cause to be paid, all Taxes of the Company due Subsidiaries for any taxation year which ends on or before the Closing Date. Such Date and for which Tax Returns have not been filed as of that date. Purchaser shall have an opportunity to review and comment on those Tax Returns, acting reasonably, before the filing of those Tax Returns and Vendor shall reasonably consider and address any comments of Purchaser in that regard. Vendor shall be entitled, in preparing such Tax Returns, to claim the maximum allowable amounts in respect of discretionary deductions, including without limitation Resource Pools. (b) Purchaser shall cause to be prepared and filed on a timely basis all Tax Returns for the Corporation and the Subsidiaries for any taxation year which ends after the Closing Date and for which Tax Returns have not been filed as of that date. Vendor shall have an opportunity to review and comment on any of those Tax Returns to the extent they relate to any period before the Closing Date, and to approve them, acting reasonably, before the filing of those Tax Returns. (c) Vendor shall pay and remit any Taxes due in respect of Tax Returns referred to in Section 11.2(a). Purchaser shall or shall cause the Corporation or any of the Subsidiaries to pay and remit any Taxes due in respect of the Tax Returns referred to in Section 11.2(b). Vendor or Purchaser shall reimburse the other Party for any Taxes for which Vendor or Purchaser is liable pursuant to Section 11.1(a) or Section 11.1(b), as applicable, but which are payable with Tax Returns to be filed by the other Party pursuant to Section 11.2(a) and Section 11.2(b), as applicable, on the written request of the Party entitled to reimbursement, setting forth in detail the computation of the amount owed by Vendor or Purchaser, as applicable, but in no event earlier than ten days before the due date for the filing of any applicable Tax Returns, except to the extent such amounts have already been paid as adjustments to the Purchase Price. For greater certainty, Section 10.7 shall apply to any payment made by one Party to the other pursuant to this Section 11.2(c). (d) Before Closing Vendor shall, and after Closing Purchaser shall, cause the Corporation and the Subsidiaries to cooperate fully with each other and make available to each other in a timely fashion such data and other information as may reasonably be required for the preparation of any of those Tax Returns referred to in this Section 11.2 and shall preserve that data and other information until the expiration of any applicable limitation period under any Applicable Laws with respect to Taxes. (e) Any Tax Return to be prepared pursuant to the provisions of this Section 11.2 shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company followed in prior years with respect to similar Tax Returns of the Corporation and the Subsidiaries provided such itemshistorical practices are proper. (f) Purchaser shall not and shall not allow the Corporation or any Subsidiary to amend, except as required by Law. At least fifteen (15) days prior refile or otherwise modify or grant an extension of any statute of limitations with respect to filing any such Tax Return, Return for the Representative Corporation or the Subsidiaries for any taxation year ending on or before the Working Capital Date or that includes any Straddle Period and shall submit a copy not request an audit or assessment of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval in each case without prior written consent of Vendor. Vendor shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing file an amended Tax Return with respect to a for the Corporation or the Subsidiaries for any taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative and shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, request an audit or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount assessment of any such Pre-Closing Taxes and (ii) the method Tax Return, in each case without written consent of recovery from the Indemnifying PartiesPurchaser.

Tax Returns. 8.1 The Buyers or their duly authorised agents shall at the expense of the Target Group Company be responsible for and have the conduct of preparing, submitting to and agreeing with the Tax Authority all corporation tax returns and computations (atogether with all necessary claims, elections, surrenders and notices required for such returns and which shall incorporate, to the maximum extent permitted by law, all necessary claims or deductions in respect of the Option Tax Deduction) of the Target Group in respect of the accounting period during which Completion takes place (the “Straddle Period Returns”) and shall submit such Straddle Period Returns to the relevant Tax Authority within the relevant time periods prescribed by Tax legislation. 8.2 The Representative Buyers shall prepare and timely file, or shall cause not permit the Straddle Period Returns to be prepared and timely filed, at submitted without giving reasonable opportunity to the Company Members’ expense, all Tax Returns for which income Warrantors or their duly authorised agents to comment upon those parts of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Straddle Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken that it relates to the Sellers’ period of ownership of the Target Group and shall incorporate any reasonable comments of the Warrantors or their duly authorised agents into account the Straddle Period Returns to the extent that relates to the Sellers’ period of ownership of the Target Group before it is submitted to the relevant Tax Authority. The Buyers’ Representative or their duly authorised agents shall provide copies of the Straddle Period Returns (and other material documentation in relation to those Straddle Period Returns, including, for the avoidance of doubt, documentation and relevant information relevant to the determination of the Base Consideration), as reasonably determined by Parent, due Option Tax Saving) in respect of such Tax Returns. Notwithstanding order for the foregoing, Parent shall be entitled, at its option, Warrantors or their duly authorised agents to recover all or any portion of such Pre-Closing Taxes from comment on the Holdback Amount Straddle Period Returns in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior rights afforded to them under this Paragraph 8.1. 8.3 In respect of any matter which gives rise to a Tax Claim, the due date provisions of Paragraph 2 of this Part 4 of this Schedule with respect to conduct of tax claims shall apply instead of the payment provisions of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Partiesthis Paragraph 8.

Tax Returns. (ai) The Representative Seller shall prepare and timely file, file or shall cause to be prepared and timely filed, at the Company Members’ expense, filed all Tax Returns for which income of the Company flows through and its Subsidiaries required to be filed for any taxable period ending on or before the Company Members that relate solely to Closing Date (a “Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax ReturnPeriod”). Subject to Section 6.10(c) hereof, and the Company Seller shall timely pay, or cause to be paid, all Taxes due and payable with respect to such Tax Returns. (ii) Buyer shall cause the Company and its Subsidiaries to prepare and timely file all Tax Returns required to be filed by the Company and its Subsidiaries (other than Tax Returns required to be prepared and filed by Seller pursuant to Section 6.10(b)(i)). To the extent that any income Tax Return is to be filed with respect to a taxable period of the Company due or its Subsidiaries that begins before and ends after the Closing Date (a “Straddle Period”), Buyer shall provide such Tax Returns (each, a “Straddle Period Return”) to Seller for Seller’s review and approval at least 60 days prior to the deadline for filing such Tax Return. Seller shall have a period of twenty-one (21) days following receipt of a Straddle Period Return to provide Buyer with a statement of any disputed items with respect to the Straddle Period Returns. In the event Seller and Buyer are unable to reach agreement with respect to any disputed items within a period of thirty (30) days thereafter, such dispute shall be resolved by the Independent Accounting Firm. Seller shall pay all Taxes imposed on the Company and its Subsidiaries with respect to the pre-Closing portion of any Straddle Period (allocated in the manner set forth in Section 6.10(c)) except to the extent that such Taxes have been (i) paid on or before the Closing DateDate or (ii) included as liabilities in the Closing Net Working Capital. Such Tax Returns Subject to Section 6.10(c) hereof, Buyer shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of pay or cause the Company and its Subsidiaries to pay all other Taxes due and payable with respect to such items, except as required by Law. At least fifteen Tax Returns. (15iii) Not less than twenty (20) days prior to the due date for filing of any such Tax ReturnReturn (taking into account any applicable extensions) for which the other party or parties have any Liability, the Representative filing party shall submit deliver a copy of any such Tax Return, along with supporting work papers, Return to Parent for Parent’s review and approval, which approval the other party or parties. The other party or parties shall not be unreasonably withheld, conditioned pay directly to the filing party or delayed. If parties their portion of the Representative does not receive comments from Parent at least Taxes shown due on such Tax Return (determined under Section 6.10(c) hereof) no later than five (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax ReturnsReturn. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Parties.

Tax Returns. (ai) LHS shall prepare (or cause to be prepared) and the Acquired Group shall timely file for all taxable periods ending on or before the close of the Closing Date (a "Pre-Closing Period") all Tax Returns required to be filed after the Closing Date by or on behalf of the Acquired Group (the "Pre-Closing Period Tax Returns"). The preparation of such Tax Returns and the positions taken thereon shall be consistent in all respects with the Acquired Group's past tax accounting principles and practices. (ii) The Representative Company shall prepare and timely file, file (or shall cause to be prepared and timely filed, at ) for all taxable periods beginning before and ending after the Company Members’ expense, all Tax Returns for which income close of the Company flows through to the Company Members that relate solely to Closing Date (a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”"Straddle Period"), and the Company shall pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date by any member of the Acquired Group. For purposes of this Agreement, the portion of the Straddle Period ending on and including the Closing Date shall be referred to as the "Pre-Closing Straddle Period" and the portion of the Straddle Period beginning after the Closing Date shall be referred to as the "Post-Closing Straddle Period". Any such Taxes for a Straddle Period with respect to a member of the Acquired Group shall be apportioned to the Pre-Closing Straddle Period based on the actual operations of such member during the portion of such period ending on and including the Closing Date, determined as though such member's books closed at the close of the Closing Date. The cost and expenses of preparing any Tax Periods Return for a Straddle Period shall be borne by the Company. (including Straddle Periodsiii) other than Seller All Tax Returns (such referred to in Sections 4.04(b)(i) shall be subject to review and approval by the Company, and all Tax Returns “Pre-Closing Tax Returns”), referred to in Section 4.04(b)(ii) which affect the liability of LHS or the Excluded Group for Taxes pursuant to this Agreement or otherwise shall be subject to the review and approval of the Represenativeby LHS, which in each case prior to filing, and such approval shall not be unreasonably witheld, conditioned or delayedwithheld by either such party. Parent shall permit the Representative, at the Company Members’ expense, The party charged with responsibility to prepare a Tax Return subject to review and comment on each (the "Preparing Party") shall present such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, other party (the Representative shall be deemed to have "Reviewing Party") no comments to such Tax Returns. less than fifty (c) Not later than ten (1050) days prior to the due date of (including extensions) for filing the payment of Taxes on any Pre-Closing Tax Returns which Parent has Return. The parties shall cooperate with one another by making available for review all related work papers and analyses utilized in preparing the responsibility to cause to be filed pursuant to Section 11.1(b)Tax Return and all related books, records and personnel for this purpose without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returnscost. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than Within fifteen (15) days prior after receipt of the Tax Return, the Reviewing Party shall deliver a letter to the due date Preparing Party stating whether it concurs with the Tax Return or, if not, stating its exceptions thereto, together with the reasons and supporting information relating to such exceptions. If there are no such exceptions or such exceptions are resolved by the parties, then such resolution shall be the final determination. If such exceptions cannot be resolved by the parties within ten (10) business days after delivery of the payment list of exceptions, the dispute shall be submitted to an independent tax consultant who shall make a final determination in accordance with the terms of this Agreement within fifteen (15) days after submission to such Taxesindependent tax consultant. The independent tax consultant shall be one of the "Big Six" public accounting firms or a law firm with a nationally recognized tax practice with no material relationship to the parties or their affiliates, Parent and such independent tax consultant shall notify be chosen by agreement of the Representative parties, or if they are unable to agree, chosen by lot from an equal number of (i) nominees submitted by each party. The fees and expenses of the independent tax consultant shall be allocated by it in inverse proportion to the adjustment granted the Reviewing Party. For example, if such tax consultant grants a portion of the exceptions proposed by the Reviewing Party that results in an adjustment to the amount of any such PreTaxes owed that is 25% of the total adjustment to the amount of Taxes owed that would have occurred had all of the Reviewing Party's proposed exceptions been grant- ed, it shall assess the Reviewing Party with 75% of its fees and expenses. The independent tax consultant's decision shall be final and binding upon, and non-Closing Taxes and (ii) appealable by, the method of recovery from the Indemnifying Partiesparties.

Tax Returns. (a) The Representative PAI shall cause the Corporation to prepare and file in a timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, fashion all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing required under any applicable Tax Period regardless of when they are legislation to be filed by the Corporation prior to the Closing Date, which Tax Returns shall not be amended by Purchaser without the prior written consent of PAI. (each b) PAI shall cause the Corporation to prepare within 60 days following the Closing Date and file in a “Seller timely fashion all Tax Return”), and the Company shall pay, or cause Returns required under applicable Tax legislation to be paid, all Taxes of filed by the Company due Corporation on or after the Closing Date for (i) any period ending on or before the Closing Date. Such Date (including as a consequence of Closing) and for which Tax Returns have not been filed as of that date, and (ii) any period beginning prior to the Closing Date and ending after the Closing Date (collectively, the "Stub Period Returns") in each case in form and substance satisfactory to Purchaser, acting reasonably, which Tax Returns shall not be prepared amended by treating items on such Tax Returns Purchaser without the prior written consent of PAI. PAI and Purchaser shall co-operate fully in good faith with each other and make available to each other in a manner consistent with timely fashion any information in their respective possession and that is reasonably required for the past practices preparation and filing of the Company Stub Period Returns, and shall preserve that information in their respective possession until the expiration of any applicable limitation period under any applicable Tax legislation. For clarity, PAI shall provide a copy of the Stub Period Returns to Purchaser for its review and approval prior to filing, such approval not to be unreasonably withheld or delayed. (c) Except as otherwise required by Applicable Law or permitted under this Agreement, Purchaser shall not and shall not allow the Corporation to amend, refile or otherwise modify or grant an extension or waiver with respect to any Tax Return or election for the Corporation for any taxation year ending on or before the Closing Date if such itemsamendment, except as required by Law. At least fifteen (15) days refiling, modification or extension would cause PAI to be liable to indemnify Purchaser pursuant to Section 7.2 or extend the period during which PAI would be so liable without the prior to filing any such Tax Return, the Representative written consent of PAI and shall submit a copy not request an audit of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approvalin each case without prior written consent of PAI, which approval consent shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval PAI shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing file an amended Tax Return with respect to a for the Corporation for any taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative and shall be entitled to comment on not request an audit or assessment of any such Tax Returns and Parent Return in each case without written consent of Purchaser, which consent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returnsbe unreasonably withheld, the Representative shall be deemed to have no comments to such Tax Returnsconditioned or delayed. (cd) Not later than ten From and after the Closing Date, Purchaser shall cause the Corporation to retain, until the expiration of any applicable limitation period under any applicable Tax legislation, all accounting and other records relating to any period ending on or before the Closing Date (10including as a consequence of Closing) days prior to and that are reasonably required for the due date purpose of the payment preparation and filing of Taxes on the Stub Period Returns (or any Pre-Closing other Tax Returns which Parent has filed before Closing) and for the responsibility to cause to be filed pursuant to Section 11.1(b)purpose of contesting any assessment or reassessment for Tax. So long as those accounting and other records are retained by the Corporation under the provisions of this Agreement, without duplication ofa representative of PAI may inspect such records during normal business hours and upon reasonable notice, or prejudice to, for the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash purpose of assisting in the aggregate equal to review of Stub Period Returns and for the amount purpose of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all contesting any assessment or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Partiesreassessment for Tax.

Tax Returns. Parent, at its own expense, shall prepare, or cause the Surviving Corporation to prepare, in a manner consistent with past practices (a) The Representative shall prepare except as required by applicable Law), and timely file, or shall cause the Surviving Corporation to be prepared and timely filed, at the Company Members’ expensefile, all Tax Returns for which income of the Company flows through Surviving Corporation (or the Company) and its Subsidiaries that are filed after the Closing Date. Parent shall deliver or cause to be delivered each such Tax Return described in the Company Members preceding sentence that relate solely to is for a Pre-Closing Tax Period regardless (including, for the avoidance of when they are doubt, any Straddle Period) to be filed (each a “Seller Tax Return”), and the Company shall pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Holder Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s its review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent comment at least five thirty (530) days prior to the due date (as may be extended) for filing any such Tax Return, Parent provided that Holder Representative comments shall be deemed made only to have no comments the extent the Taxes shown on such Tax Return could give rise to indemnification under Article XII or the Company Equityholders could be entitled to any Tax refunds attributable to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by Return. If the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (Holder Representative disputes any item on any of such Tax Returns “Pre-Closing Tax Returns”)Return, subject to the approval Holder Representative shall notify the Parent of such disputed item (or items) and the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least basis for its objection within fifteen (15) days prior to filingof the Holder Representative’s receipt of such Tax Return. The Representative Parent and the Surviving Corporation, on the one hand, and the Holder Representative, on the other hand, shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments attempt in good faith into mutually to resolve any disagreement regarding such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) days Return prior to the due date of filing thereof (taking into account any available extensions). If the payment Parties are unable to resolve such dispute within a five (5) day period, the Parties shall retain the services of Taxes the Auditor to resolve such disputes, and the Auditor’s determination with respect to each disputed matter shall be final, conclusive and binding on the Parties. Upon resolution of all such disputes in accordance with this Section 8.2(c), such Tax Return shall be timely filed on that basis, provided, however, that if the parties have not resolved all matters in dispute pursuant to the procedures set forth in this Section 8.2(c) before such Tax Return is due (taking into account available extensions), such Tax Return may be filed as prepared by Parent and the Surviving Corporation, subject to adjustment or amendment upon resolution of the disputed matters with respect to such Tax Return, and the Parties shall make any Preand all payments to the other as required under this Agreement necessary to give effect to the resolution. The cost of the Auditor shall be borne one-Closing Tax Returns which half by the Parent has and one-half by the responsibility to Holder Representative. Parent shall not file or cause to be filed any Tax Return subject to this Section 8.2(c) without the prior written consent of the Holder Representative, which consent shall not be unreasonably withheld, delayed or conditioned. For purposes of this Section 8.2(c), the Parties shall treat the taxable year of the Company and/or any of its applicable Subsidiaries as ending as of the end of the Closing Date as required by Treasury Regulations Sections 1.1502-76(b)(1)(ii)(A)(1) and allowable under other applicable Law, and income Tax items (including the distributive share of partnership items required to be determined pursuant to Treasury Regulations Section 11.1(b1.1502-76(b)(2)(vi)(A), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties ) shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal be allocated to the amount of Pre-period ending on the Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount Date in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date such applicable Law based on an interim closing of the payment books as of such Taxes, Parent shall notify the Representative end of (i) the amount of any such Pre-day on the Closing Taxes and (ii) the method of recovery from the Indemnifying PartiesDate.

Tax Returns. (a) 5.1 The Representative Warrantors or their duly authorised agents shall prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income tax returns of the Company flows through for all accounting periods ended on or prior to Completion, to the Company Members extent that relate solely the same shall not have been prepared before Completion. 5.2 The Purchaser shall cause the returns mentioned in paragraph 5.1 of this Tax Undertaking to be authorised, signed and submitted to the appropriate authority without amendment or with such amendments as the Warrantors shall agree, and shall give the Warrantors or their agents all such assistance as may be required to agree those returns with the appropriate authorities Provided that the Purchaser shall be entitled to refuse to sign any such returns if it considers the return to be incorrect and in the case of any dispute as to the correctness of the return between the Warrantors and the Purchaser the matter shall be referred to a Pre-Closing leading Tax Period regardless Counsel agreed between the parties or, failing agreement, nominated on the application of when they are either the Warrantors or the Purchaser by the Dean ▇▇ the Faculty of Advocates for resolution (acting as an expert and not as an arbiter and whose costs shall be borne as between the Warrantors and the Purchaser in such manner as he shall direct) and the decision of such Tax Counsel 102 shall be final and binding on the parties and the Purchaser shall sign the return in the form which is so resolved to be filed correct. 5.3 The Warrantors or their duly authorised agents shall prepare all documentation and deal with all matters (each a “Seller Tax Return”), including correspondence) relating to the tax returns of the Company for all accounting periods ended on or prior to Completion and the Purchaser shall procure that the Company shall payafford such access to its books, accounts and records as is necessary and reasonable to enable the Warrantors or cause their duly authorised agents to be paid, all Taxes prepare those returns and conduct matters relating thereto in accordance with the Warrantors rights under this Tax Undertaking. 5.4 If the Warrantors fail to submit a draft of each of the Company due on or before returns mentioned in paragraph 5.1 of this Tax Undertaking by the Closing Date. Such Tax Returns date which is not later than three months prior to the filing date for the return in question, the Purchaser shall be prepared entitled, notwithstanding the foregoing provisions of this paragraph 5, to prepare and submit to the appropriate authority that return. 5.5 Nothing done by treating items on such Tax Returns in a manner consistent with the past practices of the Company with pursuant to this paragraph of this Tax Undertaking shall in any respect restrict or reduce any rights the Purchaser may have to such items, except as required by Law. At least fifteen (15) days prior to filing any such make a claim against the Warrantors under this Tax Return, the Representative shall submit a copy Undertaking in respect of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing any such liability as is mentioned in paragraph 2 of this Tax Return, Parent shall be deemed to have no comments to such Tax ReturnsUndertaking. (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Parties.

Tax Returns. (a) The Representative Seller shall prepare and timely file, or shall cause to be prepared 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 of its Affiliates (other than the Target Entities), (ii) includes any of the Target Entities and timely filed, at the Company Members’ expense, all Tax Returns (iii) for which income Seller or any of its Affiliates (other than the Target Entities) was the parent of or was otherwise primarily liable for Taxes of the Company flows through to consolidated or unitary group for the Company Members that relate solely to a Pre-Closing relevant Tax Period regardless of when they are to be filed period (each a “Seller 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 the Company shall paydeliver, or cause to be paiddelivered, to Purchaser no more than sixty (60) days after the due date for each such Combined Tax Return a pro forma of such Combined Tax Return containing all Taxes Tax items of the Company due 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 of the Target Entities, the Purchased Assets or the Business for any taxable period that ends on or before the Closing DateEffective Time (a “Pre-Closing Seller Tax Return””). Such Seller shall prepare each Pre-Closing Seller Tax Returns shall be prepared by treating items on such Tax Returns Return in a manner consistent with the past practices of to the Company with respect to such items, except as required extent permitted by applicable Law. At least fifteen Seller shall timely file or cause to be timely filed each Pre-Closing Seller Tax Return that is required to be filed on or before the Closing Effective Time (15taking 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 Seller Tax Returns that are required to be filed after the Representative Closing Date and shall submit a copy of any timely pay to the appropriate Taxing Authorities all amounts shown as due on such Tax ReturnReturns. Except as otherwise required by applicable Law, along with supporting work papers, to Parent for Parent’s review and approvalPurchaser shall not amend or revoke any Pre-Closing Seller Tax Return (or any notification or election relating thereto) without the prior written consent of Seller, which approval consent shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five Purchaser shall use reasonable best efforts to timely provide (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared timely provided) to Seller any information reasonably requested by Seller to facilitate the preparation and filed, all filing of any Tax Returns described in this Section 6.4(a), and Seller shall use reasonable best efforts to timely provide (or cause to be timely provided) to Purchaser any information reasonably requested by Purchaser 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 the Company after the Closing Date or with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”)GCP Tecnologías Venezuela, subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Parties.S.A. for the

Tax Returns. Without limiting Purchaser’s indemnification rights pursuant to Section 11.3(b), after the Closing Date, Purchaser shall (ai) The Representative shall prepare and timely file, file (or shall cause to be prepared and timely filed, at the Company Members’ expense, ) all Tax Returns for which income of the Company flows through with respect to the Company Members Asset Taxes that relate solely to a Pre-Closing Tax Period regardless of when they are required to be filed after the Closing Date 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 submit each such Tax Return to Seller for its review and comment reasonably in advance of the due date therefor (each other than Tax Returns that are required to be filed contemporaneously with the closing of a “Seller Tax Return”period, which shall be provided promptly after filing), and Purchaser shall incorporate any reasonable comments received from Seller reasonably in advance of the Company shall paydue date therefor and timely file any such Tax Return, and (ii) pay (or cause to be paid) prior to delinquency, all Asset Taxes of relating to any Tax period that ends before or includes the Company Effective Date that become due on or before after the Closing Date. Such In the case of any Tax Returns Return described in clause (i) that includes Asset Taxes that are allocable to Seller pursuant to Section 9.1(a), Purchaser shall be prepared by treating items send to Seller a statement that apportions the Asset Taxes shown on such Tax Returns Return between Purchaser and Seller in a manner consistent accordance with the past practices of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”Section 9.1(a), subject and Seller shall promptly pay to Purchaser the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, amount shown as allocable to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment Seller on such Tax Returns statement (taking into account, and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, Asset Taxes effectively borne by Seller as a result of (x) the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal adjustments to the amount of Pre-Closing Taxes Purchase Price pursuant to Section 2.3 or Section 8.4, as applicable, and (y) any payments made from one Party to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due other in respect of Asset Taxes pursuant to Section 9.1(c)); provided, however, that if such Tax Returns. Notwithstanding payment is required to be made during the foregoingHoldback Period, Parent such payment shall be entitled, at its option, to recover all disbursed (in whole or any portion of such Pre-Closing Taxes in part) from the Indemnity Holdback Amount Escrow in accordance with Section 8.5. The Parties agree that (A) this Section 9.2 is intended to solely address the principles set forth timing and manner in Section 10.8(a). Not later than fifteen (15) days prior which certain Tax Returns relating to Asset Taxes are filed and the Asset Taxes shown thereon are paid to the due date of applicable taxing authority and (B) nothing within this Section 9.2 shall be interpreted as altering the payment of such Taxesmanner in which Asset Taxes are allocated and economically borne by the Parties (except for any penalties, Parent shall notify the Representative of (i) the amount interest or additions to Tax imposed as a result of any such Pre-Closing Taxes and (ii) the method breach by Purchaser of recovery from the Indemnifying Partiesits obligations under this Section 9.2, which shall be borne by Purchaser).

Tax Returns. (a) The Representative shall prepare and timely file, or shall cause Without limiting Purchaser’s indemnification rights pursuant to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”Section 11.2(b), and after the Company Closing Date, Purchaser shall pay, (i) file (or cause to be paid, filed) all Taxes of the Company due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, Asset Taxes that are required to be filed after the Closing Date that relate to any Tax period ending before the Effective Date or any Straddle Period on a basis consistent with past practice except as to the extent otherwise required by Law. At least fifteen (15) days prior ; 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 filing any submit each such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, Return to Parent Seller for Parent’s its review and approvalcomment reasonably in advance of the due date therefor, which approval and Purchaser shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive incorporate any reasonable comments received from Parent at least Seller up to five (5) days prior to the due date for filing therefor and timely file any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. and (bii) Parent shall prepare and file, pay (or cause to be prepared and filedpaid) prior to delinquency, all Asset Taxes relating to any Tax Returns required to be filed by period that ends before or includes the Company Effective Date that become due after the Closing Date with respect Date. In the case of any Tax Return described in clause (i) that includes Taxes that are allocable to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”pursuant to Section 9.1(a), subject Purchaser shall send to Seller a statement that apportions the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment Taxes shown on such Tax Returns Return between Purchaser and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount Seller in accordance with Section 9.1(a), and the principles set forth applicable Seller Party shall promptly pay the amount shown as allocable to Seller on such statement. The Parties agree that (A) this Section 9.2 is intended to solely address the timing and manner in Section 10.8(a). Not later than fifteen (15) days prior which certain Tax Returns are filed and the Taxes shown thereon are paid to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes applicable taxing authority and (iiB) nothing within this Section 9.2 shall be interpreted as altering the method of recovery from manner in which Taxes are allocated and economically borne by the Indemnifying Parties.

Tax Returns. (a) The Representative shall prepare and timely file, or shall Purchaser will cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are cause to be filed (each a “Seller any income Tax Return”), and the Company shall pay, or cause to be paid, all Taxes Returns of the Company due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent Joint Venture for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period periods ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such and all other income Tax Returns of the Joint Venture which are filed after the Closing Date. Seller agrees that it will be allocated liability for federal and Parent shall incorporate such comments state income Taxes due with respect to taxable periods ending on or before the Closing Date and the amount of any federal and state income Taxes allocable to the Pre-Closing Tax Period under Section 5.01 with respect to a Straddle Period Tax Return as provided in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days Venture Agreement as in effect immediately prior to the filing Closing. (b) All income Tax sharing agreements or similar agreements with respect to or involving the Joint Venture and Purchaser and Seller shall be terminated as of such Tax Returnsthe Closing Date and, after the Closing Date, the Representative Joint Venture shall not be deemed to bound thereby or have no comments to such Tax Returnsany liability thereunder. (c) Not later than ten After the Closing, Purchaser shall inform Seller within thirty (1030) days prior of its or the Joint Venture’s receipt of any notice of any federal or state income Tax audit, assessment, adjustment, examination or proceeding (“Tax Contest”) relating in whole or in part to federal or state income Taxes for which Seller may have liability; provided, however, that the failure of Purchaser to provide such notice shall not affect Seller’s liability as to such Taxes except to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b)extent, without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal and only to the amount extent, Seller is materially prejudiced. Seller shall have the right to participate in any such Tax Contest at its own expense, shall be entitled to control the disposition of Pre-Closing Taxes any issue in any such Tax Contest that relates solely to Seller’s Tax liability and that does not affect the potential liability of Purchaser, and shall be entitled to jointly control with Purchaser and the Joint Venture the defense and disposition of any issue in any such Tax Contest that relates to any such Tax liability of Seller. Purchaser shall control at its own expense and shall have the right to employ counsel of its choice for any other Tax Contests. With respect to a Tax Contest in which Seller is entitled to participate, Seller shall not settle any such Tax Contest without the prior consent of Purchaser (which consent may not be unreasonably withheld). The Parties each agree to consult with and to keep the other Parties hereto informed on a regular basis regarding the status of any Tax Contest to the extent not taken into account in the determination that such Tax Contest could affect a liability of the Base Considerationsuch other Party (including indemnity obligations hereunder). (d) Purchaser and Seller shall cooperate fully, as and to the extent reasonably determined requested by Parentone another, due in connection with the preparation and filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon another’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Purchaser and the Joint Venture on the one hand, and Seller on the other, agree (a) to retain for a period of four (4) years following the Closing Date, all books and records with respect to federal and state income Tax matters pertinent to the Joint Venture relating to any taxable periods, and (b) to give the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if so requested, Purchaser, the Joint Venture or Seller, as the case may be, shall allow the requesting party to take possession of such Tax Returnsbooks and records. Notwithstanding the foregoingThe parties hereto agree, Parent shall be entitled, at its optionupon request, to recover all use reasonable efforts to obtain any certificate or other document from any taxing authority or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior other Person as may be necessary to the due date of the payment of such Taxesmitigate, Parent shall notify the Representative of (i) the amount of reduce or eliminate any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying PartiesTax that could otherwise be imposed.

Tax Returns. (ai) The Representative Seller shall prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall payprepare, or cause to be paidprepared, all Taxes of and file or cause to be filed when due Tax Returns with respect to the Company due for any taxable period, or portion thereof, ending on or before the Closing Date which are required or permitted by law or administrative practice to be filed with respect to a taxable period, or portion thereof, ending on or before the Closing Date. Such , and will provide Buyer, for Buyer’s review and comment, with a copy of such applicable final draft federal income and state income Tax Returns shall be prepared by treating items (excluding payroll taxes) and necessary supporting schedules with respect to the Company at least five days before filing such Tax Returns. If (x) Buyer objects to a position taken on any such draft Tax Return and accompanies such objection with a written opinion of a nationally recognized law firm or accounting firm concluding that the position taken on such Tax Returns in a manner consistent with the past practices Return is not more likely than not to prevail if challenged, (y) Buyer notifies Seller of the Company with respect such objection within three days of receiving such draft Tax Return from Seller, and (z) Buyer and Seller cannot reach agreement on how to report such items, except as required by Law. At least fifteen (15) days prior to filing any disputed position on such Tax Return, then the Representative position that is to be taken on the final Tax Return shall submit be resolved in accordance with Section 4.6(i). If a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall resolution cannot be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5made pursuant to Section 4.6(i) days prior to the due date for filing any of such Tax Return, Parent Seller shall be deemed seek an extension to have no comments to file such Tax ReturnsReturn. If an extension is not available, Seller shall file such Tax Return reporting the disputed issue consistent with Seller’s position and Seller shall agree to file an amended return if the resolution process of Section 4.6(i) determines that a position different from that taken on the filed Tax Return should have been taken. (bii) Parent Buyer shall prepare and fileprepare, or cause to be prepared prepared, and filed, file or cause to be filed when due all other Tax Returns with respect to the Company required to be filed by the Company with respect to a taxable period, or portion thereof, ending after the Closing Date Date, and, with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, on which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment takes a position which would have an adverse effect on each such Pre-Closing Tax Return with respect to the Company for a taxable period ending on or before the Closing Date (unless the Seller provides advance consent (which consent will not be unreasonably withheld or delayed) to the taking of such position), will provide Seller, for Seller’s review and comment, with a copy of such applicable final draft federal income and state income Tax Returns (excluding payroll taxes) and necessary supporting schedules with respect to the Company at least fifteen (15) five days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into before filing such Tax Returns. If Parent does (x) Seller objects to a position taken on any such draft Tax Return and accompanies such objection with a written opinion of a nationally recognized law firm or accounting firm concluding that the position taken on such Tax Return is not receive comments from the Representative at least five more likely than not to prevail if challenged, (5y) days prior to the filing Seller notifies Buyer of such objection within three days of receiving such draft Tax ReturnsReturn from Buyer, and (z) Buyer and Seller cannot reach agreement on how to report such disputed position on such Tax Return, then the Representative position that is to be taken on the final Tax Return shall be deemed resolved in accordance with Section 4.6(i). If a resolution cannot be made pursuant to have no comments to such Tax Returns. (cSection 4.6(i) Not later than ten (10) days prior to the due date of such Tax Return, Buyer shall seek an extension to file such Tax Return. If an extension is not available, Buyer shall file such Tax Return reporting the payment disputed issue consistent with Buyer’s position and Buyer shall agree to file an amended return if the resolution process of Taxes Section 4.6(i) determines that a position different from that taken on the filed Tax Return should have been taken. (iii) If either Buyer or Seller may be liable for any Pre-Closing material portion of the Tax Returns which Parent has the responsibility to cause payable in connection with any Tax Return to be filed pursuant to Section 11.1(b), without duplication of, or prejudice toby the other, the Indemnified Parties’ rights to indemnification, compensation or reimbursement party responsible under Section 10.2, this Agreement for filing such Tax Return (the Indemnifying Parties “Preparer”) shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal prepare and deliver to the amount of Pre-Closing Taxes other party (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect “Payor”) a copy of such Tax Returns. Notwithstanding Return and any schedules, work papers and other documentation then available that are relevant to the foregoing, Parent shall be entitled, at its option, to recover all or any preparation of the portion of such Pre-Closing Taxes return for which the Payor is or may be liable under this Agreement not later than 20 days before the Due Date (as defined in Section 4.6(a)). The Preparer shall not file such return until the earlier of either the receipt of written notice from the Holdback Amount Payor indicating the Payor’s consent thereto, or the Due Date. The Payor shall have the option of providing to the Preparer, at any time at least 15 days prior to the Due Date, written instructions as to how the Payor wants any, or all of the Tax Items for which it may be liable to be reflected on such Tax Return. The Preparer shall, in preparing such Tax Return, cause the items for which the Payor is liable under this Agreement to be reflected in accordance with the principles set forth Payor’s instructions (unless, in Section 10.8(a). Not later than fifteen (15) days prior the opinion of a partner of a nationally recognized law firm retained by the Preparer, complying with the Payor’s instructions is not in compliance with applicable Tax law or would likely subject the Preparer to the due date any criminal penalty or to civil penalties under Sections 6662 through 6664 of the payment Code or similar provisions of applicable state, local or foreign laws) and, in the absence of Preparer having received such instructions from Payor, in accordance with past practice. If the Preparer fails to satisfy its obligations under this Section 4.6(d), the Payor shall have no obligation to indemnify the Preparer for any Taxes which are reflected on any such return or any related Loss, and shall retain any and all remedies it may otherwise have which arise out of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Partiesfailure.

Tax Returns. (a) The Representative shall To the extent an Epic Company is an S corporation until the closing of the transactions contemplated in this Agreement, Sellers will prepare and timely filefile all income Tax Returns (“Pre-Closing Income Tax Returns”) of each such Epic Company for all taxable periods ending on or before the closing of such transactions, or and the Pre-Closing Income Tax Return for each Epic Company’s 2021 tax year will be filed as, and constitute, a final S corporation federal and state income Tax Return for the short-period commencing January 1, 2021 and ending on the Closing Date. Each Pre-Closing Income Tax Return shall cause be prepared in a manner consistent with such Epic Company’s historic practice. Sellers will provide Buyer with a copy of each Pre-Closing Income Tax Return at least 30 days prior to the due date and filing of such Tax Return for Buyer’s review and comment, and Seller will accept and incorporate any reasonable comments of Buyer into such Tax Return prior to such Tax Return being filed. All Tax Returns for each Epic Company, other than Pre-Closing Income Tax Returns, will be prepared and timely filedfiled by Buyer. (b) Sellers will not (directly or indirectly), at without the Company Membersprior written consent of Buyer, (i) make, change, or rescind any Tax election, (ii), other than as contemplated in Section 6.4(a), file, amend, or refile any Tax Return for any Epic Company, or (iii) take any position in any Tax Return, take any action, omit to take any action, or enter into any transaction, in each instance, that would have the effect of increasing the Taxes or Tax liability of Buyer (or, after the Closing, any Epic Company), or reduce the Tax assets, attributes, or benefits of Buyer (or, after the Closing, any Epic Company), in each instance when compared to the Taxes and Tax assets, attributes, and benefits that Buyer reasonably anticipates following the closing of the transactions contemplated in this Agreement, including the making of a §338(h)(10) Election respecting the acquisitions contemplated in this Agreement (as more fully addressed in Section 6.9). Buyer (and, after the Closing, each Epic Company) will have no Liability for any Tax resulting from any action of any Seller (or, prior to the Closing, any Epic Company), and Sellers agree to indemnify and hold harmless Buyer (and, after the Closing Date, each Epic Company) against any such Tax or reduction of any Tax asset, attribute, or benefit as contemplated in this Section 6.4. In addition, Sellers’ expense, all Representative will consider in good faith any request by Buyer to amend or extend the statute of limitations with respect to any Tax Returns for which income of the any Epic Company flows through to the Company Members that relate solely relating to a Pre-Closing Tax Period regardless if Buyer believes it would be reasonable or prudent to so amend or extend. Sellers will not, without the prior written consent of when they are to be filed (each a “Seller Tax Return”)Buyer, and the Company shall payamend, or cause any Epic Company to be paidamend, all Taxes of the Company due on or before the Closing Date. Such any Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Representative shall submit a copy Return of any such Tax Return, along with supporting work papers, Epic Company relating to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to a Pre-Closing Tax Periods (including Period or Straddle Periods) other than Seller Period, or take any action that would have the effect of extending the statute of limitations with respect to any Tax Returns (such Tax Returns “of any Epic Company relating to a Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned Period or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax ReturnsStraddle Period. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Parties.

Tax Returns. (a) The Representative shall Repap shall, based upon the Tax Package, prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are required to be filed (each a “Seller Tax Return”), by or with respect to Repap USA and its Subsidiaries for taxable years or periods ending on or before the Company shall pay, or cause to be paid, all Taxes of the Company due Closing Date which have not been filed on or before the Closing Date. Such Tax Returns shall be prepared by treating items on Drafts of such Tax Returns in a manner consistent with the past practices of the Company with respect form suitable for filing shall be submitted to such items, except as required by Law. At least fifteen Buyer for review and approval not less than thirty (1530) days prior to their due date (including any extensions thereof). Buyer shall notify Repap of any changes that it proposes to make to such draft Tax Returns not less than twenty (20) days before filing any and shall discuss such changes with Repap prior to filing the Tax Returns. Final decisions as to the form and content of such Tax ReturnReturns shall be with Buyer, subject to the Representative shall submit a copy consent of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, Repap which approval consent shall not be unreasonably withheld; provided, conditioned however, that the usable net operating loss carryovers from periods ending on or delayedbefore September 30, 1996 reported on such Tax Returns will be subject to the mutual agreement of Buyer and Repap. If Buyer shall file or cause to be filed when due all such Tax Returns. Repap shall pay Buyer the Representative does not receive comments from Parent at least five (5Taxes for which Repap is liable pursuant to Section 5.2(b) but which are payable with Tax Returns to be filed by Buyer pursuant to the previous sentence within 10 days prior to the due date for the filing any such Tax Return, Parent shall be deemed to have no comments to of such Tax Returns. (b) Parent Buyer shall prepare and file, file or cause to be prepared and filed, filed when due all Tax Returns that are required to be filed by the Company or with respect to Repap USA and its Subsidiaries for taxable years or periods ending after the Closing Date with and shall remit any Taxes due in respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from Repap shall pay Buyer the Representative at least five (5Taxes for which Repap is liable pursuant to Section 5.2(b) but which are payable with Tax Returns to be filed by Buyer pursuant to the previous sentence within 10 days prior to the due date for the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later In the event that the U.S. federal income tax return filed by Buyer on behalf of Repap USA and Subsidiaries for the taxable period ending on the Closing Date reports usable net operating loss carryovers (excluding any net operating loss carryovers attributable to Nitec Paper Corporation) from periods ending on or before September 30, 1996, of less than ten $114.1 million (10) days prior without regard to the due date of the payment of Taxes on any Pre-Closing whether such net operating loss carryovers are used in such Tax Returns which Parent has or any subsequent Tax Returns) or in the responsibility to cause to be filed pursuant to Section 11.1(b)event that such amount is reduced upon audit by the IRS, without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties Repap shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) Buyer an amount in cash in the aggregate equal to twenty-nine percent (29%) of the difference between $114.1 million and the amount of Pre-such usable net operating loss carryovers (excluding any net operating loss carryovers attributable to Nitec Paper Corporation) reported on such return. (d) In the event that the U.S. federal income tax return filed by Buyer on behalf of Repap USA and the Subsidiaries for the taxable period ending on the Closing Taxes Date reports usable net operating loss carryovers (excluding any net operating loss carryovers attributable to the extent not taken into account Nitec Paper Corporation) from periods ending on or before September 30, 1996, of greater than $114.1 million (without regard to whether such net operating loss carryovers are used in such Tax Returns or any subsequent Tax Returns) or in the determination event that such amount is increased upon audit by the IRS, Buyer shall pay to Repap an amount equal to twenty-nine percent (29%) of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) difference between the amount of such usable net operating loss carryovers (excluding any net operating loss carryovers attributable to Nitec Paper Corporation) reported on such Pre-Closing Taxes return and (ii) the method of recovery from the Indemnifying Parties$114.1 million.

Tax Returns. (ai) The Representative Sellers shall prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall pay, file or cause to be paid, filed when ----------- due (taking into account all Taxes of extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company due or the Subsidiaries for taxable years or periods ending on or before the Closing Date. Such Date ("Seller Returns") and shall remit -------------- any Taxes due in respect of such Tax Returns, and the Buyer shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company or the Subsidiaries for taxable years or periods ending after the Closing Date and shall be prepared by treating items on remit any Taxes due in respect of such Tax Returns. The Sellers shall prepare all Seller Returns in and submit any Seller Returns which require a manner consistent with the past practices signature by an officer of the Company or any Subsidiary together with respect 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 items, except as required by LawSeller Returns. At least fifteen (15) 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 (taking into account extensions properly obtained) for filing any such Tax ReturnReturn in respect of any Straddle Period, the Representative Buyer shall submit a copy of any such Tax Return, along with supporting work papers, Return to Parent the Sellers for Parent’s Sellers' review and approval, 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, conditioned setting forth in detail the computation of the amount owed by the Sellers or delayed. If the Representative does not receive comments from Parent at least five (5) Buyer, as the case may be, but in no event earlier than 10 days prior to the due date for filing any paying such Tax Return, Parent shall be deemed to have no comments to such Tax ReturnsTaxes. (bii) Parent None of the Buyer or any Affiliate of the Buyer shall prepare and file, (or shall cause to be prepared and filed, all Tax Returns required to be filed by or permit the Company after or any of the Closing Date Subsidiaries to) amend, refile or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Return relating in whole or in part to the Company or any of the Subsidiaries with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned any taxable year or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15or with respect to any Straddle Period) days without the prior written consent of the Sellers, which consent may be withheld in the sole discretion of the Sellers. (iii) With respect to filing. The Representative shall be entitled to comment the period or periods beginning January 1, 1997 of the Company and the Subsidiaries ending on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax ReturnsClosing Date, the Representative Buyer shall promptly cause the Company and the Subsidiaries to prepare and provide to FFMC a package of tax information materials, including, without limitation, schedules and work papers (the "Tax Package"), required by the ----------- Sellers to enable the Sellers to prepare and file all Tax Returns required to be prepared and filed by them pursuant to paragraph (b) (i). The Tax Package shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount completed in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior past practice including past practice as to the due date of the payment of providing such Taxesinformation, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) as to the method of recovery from computation of separate taxable income or other relevant measure of income of the Indemnifying PartiesCompany and the Subsidiaries, provided that such computation for the taxable year or periods ending on or before the Closing Date shall be made in a manner consistent with Section 8.2(a)(iii). The Buyer shall ------------------- cause the Tax Package to be delivered to FFMC within 75 days after the Closing Date. The Sellers shall promptly reimburse the Company for all reasonable out- of-pocket costs incurred by the Company or any of the Subsidiaries in connection with the preparation of the Tax Package; provided that such costs shall not include overhead and provided further that Sellers shall not be obligated to pay for the cost of any outside accountants, consultants or attorneys unless the Buyer has obtained the Sellers' written consent (which consent shall not be unreasonably withheld) prior to incurring any such costs.

Tax Returns. Ten (a10) The Representative shall prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days Business Days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect Return relating to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (Taxes, Buyer Parent shall provide such Tax Returns “Return to the Seller Representative for its review and comment. Within ten (10) days following delivery of such draft Tax Return, the Seller Representative shall have the right to object in writing to any item on any such draft Tax Return affecting Pre-Closing Taxes. Unless such written notice of objection to such Tax ReturnsReturn is delivered within such ten (10) day period, such Tax Return shall be final and binding on the parties without further adjustments. If the Seller Representative so objects and Buyer Parent rejects any such objections, the parties shall resolve their dispute by presenting such dispute to an accounting firm of national reputation mutually agreeable to Buyer Parent and the Seller Representative (the “Tax Accountant”); provided that, subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before dispute under Section 3.9(a), such Tax Accountant may be different than the Closing Date at least fifteen Tax Accountant retained for other disputes, if mutually agreed. The Tax Accountant will resolve the dispute in a fair and equitable manner within ten (1510) days prior after the parties to filing. The Representative such dispute have presented their arguments to the Tax Accountant, whose decision shall be entitled final, conclusive and binding on the parties; provided that, with respect to comment on a dispute as to whether the IRS has delivered a favorable ruling pursuant to the PLR Request pursuant to Section 3.9(a) (but not any dispute with respect to the PLR Amount or the application of the private letter ruling granted in response to the PLR Request), such Tax Returns Accountant’s determination shall not be deemed final, binding and Parent conclusive on the parties unless the Tax Accountant shall incorporate such comments have delivered a “should” level opinion to the Company as to the favorable treatment requested in good faith into the PLR Request; and provided further, however, that if such Tax Returns. If Parent does Accountant shall have delivered a “more likely than not” opinion (but not receive comments from the Representative at least five (5a “should” opinion) days prior to the filing of such Tax ReturnsCompany as to whether the IRS has delivered a favorable ruling pursuant to the PLR Request, the Representative Tax Accountant shall be deemed (for purposes of this Agreement) to have no comments determined that the PLR Amount equals the sum of the Undisputed PLR Amount and half of the PLR Escrow Amount. If the Tax Accountant does not resolve all differences between the parties with respect to such Tax Returns. Return at least two (c) Not later than ten (102) days prior to the due date therefor, such Tax Return shall be filed as prepared by Buyer Parent and amended to reflect the Tax Accountant’s resolution and shall be final and binding on the parties without further adjustment. The fees and expenses of the payment Tax Accountant shall be borne equally by Buyer Parent and the Seller Representative. The preparation and filing of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal Return with respect to the amount of Company or the Company Subsidiaries (other than the Other Subsidiaries) other than a Tax Return relating to Pre-Closing Taxes (to shall be exclusively within the extent not taken into account in the determination control of the Base Consideration), as reasonably determined by Buyer Parent, due in respect of . No such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, Returns relating to recover all or any portion of such Pre-Closing Taxes from may be amended without the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior Seller Representative’s approval, not to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Partiesbe unreasonably or untimely withheld.

Tax Returns. ‌ (ai) The Seller Representative shall prepare and timely fileprepare, or shall cause to be prepared and timely filed, at the Company Members’ expenseprepared, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Acquired Companies for all Pre-Closing Tax Period regardless of when they are to be filed Periods with an initial due date (each including any applicable extensions) after the Closing Date (each, a “Seller Company Tax Return”), and the . All Company shall pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices practice of the Company with respect to such itemsapplicable Acquired Company, except as required by Law. At least fifteen (15) days prior to filing and shall not make, amend or revoke any such Tax Return, the Representative shall submit a copy of election or change any such Tax Return, along with supporting work papers, to Parent for accounting method without Curaleaf Common Parent’s review and approvalprior written consent, which approval consent shall not be unreasonably withheld, conditioned or delayed. At least forty-five (45) days prior to the date on which any Company Tax Return is required to be filed (taking into account any valid extensions), Seller Representative shall submit such Company Tax Return to Curaleaf Common Parent for Curaleaf Common Parent’s review and comment. Curaleaf Common Parent shall provide written notice to Seller Representative of its disagreement with any items in such Company Tax Return within twenty (20) days of its receipt of such Company Tax Return, and if Curaleaf Common Parent fails to provide such notice, such Company Tax Return shall become final and binding upon the parties hereto, and Curaleaf Common Parent shall timely and properly file such Company Tax Returns as prepared by Seller Representative. Notwithstanding anything herein to the contrary, nothing (including Curaleaf Common Parent’s receipt or review of, or commenting or not commenting on, a Company Tax Return) acts to waive the Parent Indemnified Parties’ right to indemnification for Pre-Closing Taxes under Section 10.2(a) or Taxes related to the Pre-Closing Transactions pursuant to Exhibit A. If Curaleaf Common Parent and the Seller Representative does not receive comments from Parent at least are unable to resolve any dispute regarding any Company Tax Return within five (5) days prior to after Curaleaf Common Parent delivers such notice of disagreement, then the dispute will be finally and conclusively resolved by the Independent Accountants in accordance with the dispute resolution procedure set forth in Section 3.6(a)(iii); provided, however, that, if any such dispute is not resolved by the due date of such Company Tax Return, such dispute shall not in any way disrupt or delay the timely filing of such Company Tax Return and Curaleaf Common Parent shall cause the applicable Acquired Company (or applicable Affiliate) to file any amended Tax Return as needed to conform to the Independent Accountants’ final determination. The Independent Accountants shall resolve any dispute in favor of Seller Representative if Seller Representative’s position is supported by a “more likely than not” standard under the Code. The Participating Securityholders shall, severally (and not jointly and severally) in accordance with their respective Pro Rata Portion, pay to the Surviving Corporation cash in the amount of any Taxes reflected as due on such Company Tax Return when such Company Tax Return is filed to the extent such Taxes are Pre-Closing Taxes for filing which the Participating Securityholders would be required to indemnify the Parent Indemnified Parties pursuant to ARTICLE X (and subject to, for the avoidance of doubt, any limitations on such indemnity obligations set forth in ARTICLE X, but not subject to reduction for any Net Tax Benefit). If a Company Tax Return must be filed (taking into account any valid extensions) before the final determination by the Independent Accountants with respect to such Tax Return, Curaleaf Common Parent shall be deemed cause the applicable Acquired Company to have no comments to file such Tax ReturnsReturn as originally prepared by Seller Representative (but, reflecting the agreed comments of Curaleaf Common Parent, except, for avoidance of doubt, excluding any specific comments on which the Parties were unable to reach agreement). Curaleaf Common Parent will (and will cause the Company to) reasonably cooperate with the Seller Representative to enable the Seller Representative to work with the Company’s existing tax return preparation firm(s) (the “Tax Firm”). Such cooperation may include providing reasonable access to books and records and accounting staff, and delegating authority to the Seller Representative under the Tax Firm’s engagement agreement sufficient to enable the Seller Representative to perform its obligations under this Section 7.2(b). (bii) Curaleaf Common Parent shall prepare or cause to be prepared, and filefile or cause to be filed, all Tax Returns (other than the Company Tax Returns) of the Acquired Companies (“Parent Tax Returns”). In the case of a Parent Tax Return for a Straddle Period (“Straddle Period Tax Returns”), Curaleaf Common Parent shall prepare or cause to be prepared and filed, all such Tax Returns consistent with the past practice of the applicable Acquired Company, except as otherwise required by applicable Law. At least forty-five (45) days prior to the date on which any Straddle Period Tax Return is required to be filed by the Company after the Closing Date with respect to Pre(taking into account any valid extensions), Curaleaf Common Parent shall submit such Straddle Period Tax Return and a schedule reflecting an allocation of Taxes between pre-Closing Tax Periods and post-Closing portions of the Straddle Period (including consistent with Straddle Periods) other than Seller Tax Returns (such Tax Returns Period allocations set forth in the definition of “Pre-Closing Taxes”) to Seller Representative for Seller Representative’s review and comment. Seller Representative shall provide written notice to Curaleaf Common Parent of its disagreement with any items in such Straddle Period Tax Returns”Return or related Straddle Period allocation within twenty (20) days of its receipt of such Straddle Period Tax Return or related Straddle Period allocation, and if Seller Representative fails to provide such notice, such Straddle Period Tax Return, and the related Straddle Period allocation, shall become final and binding upon the parties hereto, and Curaleaf Common Parent shall timely and properly file such Straddle Period Tax Return as prepared by Curaleaf Common Parent. Notwithstanding anything herein to the contrary, nothing (including Curaleaf Common Parent’s preparation and filing of a Straddle Period Tax Return), subject set forth herein shall be deemed to waive the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company MembersIndemnified Parties’ expense, right to review and comment on each such indemnification for Pre-Closing Taxes under Section 10.2(a) or for Taxes related to the Pre-Closing Transactions under Exhibit A. If Curaleaf Common Parent and Seller Representative are unable to resolve any dispute regarding any Straddle Period Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least related Straddle Period allocation within five (5) days prior to after Seller Representative delivers such notice of disagreement, then the filing of dispute will be finally and conclusively resolved by the by the Independent Accountants in accordance with the dispute resolution procedure set forth in Section 3.6(a)(iii); provided, however, that if any such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) days prior to dispute is not resolved by the due date of such Straddle Period Tax Return, such dispute shall not in any way disrupt or delay the payment timely filing of such Straddle Period Tax Return as prepared by Curaleaf Common Parent (but, reflecting the agreed comments of Seller Representative, except, for avoidance of doubt, excluding any specific comments on which the Parties were unable to reach agreement) and Curaleaf Common Parent shall cause the applicable Acquired Company (or applicable Affiliate) to file any amended Tax Return as needed to conform to the Independent Accountants’ final determination. The Independent Accountants shall resolve any dispute in favor of Curaleaf Common Parent if Curaleaf Common Parent’s position is supported by “a more likely than not” standard. The Participating Securityholders shall, severally (and not jointly and severally) in accordance with their respective Pro Rata Portion, pay to the Surviving Corporation in cash any Taxes reflected as due on any Pre-Closing Parent Tax Returns which Return when such Parent has the responsibility to cause to be Tax Return is filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of extent such Taxes are Pre-Closing Taxes for which the Participating Securityholders would be required to indemnify the Parent Indemnified Parties pursuant to ARTICLE X (to and subject to, for the extent not taken into account in the determination avoidance of the Base Consideration)doubt, as reasonably determined by Parent, due in respect of any applicable limitations on such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles indemnity obligations set forth in Section 10.8(aARTICLE X, but not subject to reduction for any Net Tax Benefit). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Parties.

Tax Returns. (a) The Representative shall prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall will prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by of the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval and predecessors of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a Company) for taxable period periods ending on or before the Closing Date at least fifteen (15) days but not, for the avoidance of doubt, any Tax Returns of the Company relating to any taxable period ending after and including the Closing Date (a “Straddle Period”)), whether filed prior to filingor after the Closing Date. The Representative shall be entitled to comment on All such Tax Returns and Parent shall incorporate be filed consistent with past practice, except as required by applicable Law or as explicitly required by this Agreement. Seller shall submit all such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative returns to Buyer at least five thirty (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (1030) days prior to the due date (taking into account all applicable extensions) of the payment of applicable return for Buyer’s reasonable comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed). Seller shall bear all Taxes shown as due on any Pre-Closing such returns. Buyer or the Company shall prepare and file all Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share“Buyer Prepared Returns”) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined Company and of the other Company Entities that are not being prepared and filed by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount Seller in accordance with the principles set forth in Section 10.8(a)preceding sentence. Not later than fifteen In the case of any Buyer Prepared Tax Return that could form the basis for an indemnity claim against the Seller under this Agreement or could affect Seller’s and/or any of the Purchase Price Beneficiaries’ Tax liability (15each 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 Seller with a copy of any such Applicable Tax Return for Seller’s review and approval at least thirty (30) calendar days prior to the due date of the payment (taking into account applicable extensions) of such Taxes, Parent shall notify the Representative of (i) the amount of Applicable Tax Return. If Seller objects to any item on any such Pre-Closing Applicable Tax Return, Seller 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 stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Buyer and Seller shall negotiate in good faith and use their reasonable commercial efforts to resolve such items. If Buyer and Seller 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 Seller 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 Seller and Buyer. Subject to Section 9.1(c), Buyer shall cause to be paid and discharged all Taxes shown due on any Buyer Prepared Returns before the same shall become delinquent and (ii) the method of recovery from the Indemnifying Partiesbefore penalties accrue thereon.

Tax Returns. (a) The Representative Company shall prepare and timely file (in each case, at its own cost and expense and consistent with past practice), taking into account any and all extensions, all Tax Returns (other than those relating specifically to Excluded Assets) required to be filed in respect of any Taxes of the Entities for taxable periods ending on or prior to the Closing Date not otherwise filed prior thereto. (b) The Company shall prepare and timely file, or shall cause to be prepared taking into account any and timely filed, at the Company Members’ expenseall extensions, all Tax Returns for which income of the Company flows through with respect to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are Entities required to be filed other than those described in Section 3(a) hereof. (each a “Seller c) If GFI prepares and timely files any Tax Return”Return for which it would be entitled to indemnification under Section 2(a), and the Company then GFI or its shareholders, whichever is applicable, shall pay, or cause to be paid, all pay such Taxes of the Company due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of Returns. GFI shall provide the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Representative shall submit a copy copies of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If Returns covering the Representative does not receive comments from Parent Taxes described in Section 2(a) at least five twenty (520) days prior to the due date for filing thereof (giving effect to any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”extension thereto), subject accompanied by a statement calculating the Tax Indemnifying Party's indemnification obligation pursuant to Section 2. The Tax Indemnifying Party shall pay to the approval Tax Indemnified Parties the amount of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than Indemnifying Party's indemnification obligation within ten (10) days prior to the due date of the payment receiving copies of Taxes on any Pre-Closing such Tax Returns which Parent has unless the responsibility parties are unable to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based agree on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes the Tax Indemnifying Party's indemnification obligation. (to d) In the extent event that the Tax Indemnifying Party and Tax Indemnified Parties cannot taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) agree on the amount of any such Pre-Closing Taxes and (ii) or the method of recovery from calculation of any amount relating to Taxes covered directly or indirectly by this Tax Indemnification Agreement, then such dispute shall be resolved by an independent accounting firm acceptable to both parties whose fees and expenses shall be paid by the Tax Indemnifying PartiesParty and the Tax Indemnified Parties in proportion to each party's respective liability for Taxes as determined by such accounting firm, and the Tax Indemnifying Party shall pay the amount determined by such accountants within ten (10) days of such determination.

Tax Returns. (a) The Representative shall prepare and timely file, or Seller shall cause to be prepared and timely filed, at the Company Members’ expense, file or cause to be filed all Tax Returns for which income of the Company flows through XCEL Japan for all periods ending on or prior to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they Date which are required to be filed (each a “Seller Tax Return”), and the Company shall pay, or cause to be paid, all Taxes of the Company due on or before after the Closing Date. Such Tax Returns Seller shall be prepared by treating items on permit Stock Buyer to review and approve each such Tax Returns Return described in a manner consistent with the past practices of the Company with respect to such items, except as required by Law. At least fifteen (15) days preceding sentence prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approvalfiling, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent Seller shall prepare and file, or cause to be prepared and filed, file or cause to be filed all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including of XCEL Japan for Straddle Periods) other than . Seller Tax Returns (shall permit Stock Buyer to review and approve each such Tax Returns “Pre-Closing Tax Returns”), subject Return described in the preceding sentence prior to the approval of the Represenativefiling, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returnswithheld. (c) Not later than ten Stock Buyer and Seller shall cooperate with each other in connection with the filing of any Tax Returns and any audit, litigation or other proceeding with respect to Taxes. Stock Buyer and Seller agree (10i) days to retain all books and records with respect to Tax matters pertinent to each of Seller and XCEL Japan relating to the Business and to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Seller or Stock Buyer, any extensions of the statute of limitations) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, or (ii) to give the other Party reasonable written notice prior to the due date transferring, destroying or discarding any such books and records and, if any of the payment other Party so requests, Stock Buyer or Seller, as the case may be, shall allow the other party to take possession of Taxes on any Pre-Closing such books and records. (d) To the extent Stock Buyer does not approve a Tax Returns which Parent has the responsibility to cause to be filed Return pursuant to Section 11.1(b6.1(a) or 6.1(b) and Seller does not agree to the changes suggested by Stock Buyer, the dispute shall be submitted to RSM McGladrey (or its international affiliates) (the “Arbitrator”), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent within five (based on each such Indemnifying Party’s Pro Rata Share5) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination Business Days of the Base Consideration), as reasonably determined by Parent, due in respect of date on which Seller does not agree to make such Tax Returnschanges. Notwithstanding the foregoing, Parent The Arbitrator shall be entitled, at its option, to recover all or resolve any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than disputed items within fifteen (15) days Business Days of having the item referred to it (and in any case at least three Business Days prior to the due date time in which such Tax Return must be filed (taking into accounts all extensions that are available without incurring penalties or additional Taxes)) pursuant to such procedures as it may require. The Parties shall promptly act to implement the decision of the payment Arbitrator. The costs, fees and expenses of such Taxes, Parent the Arbitrator shall notify be borne equally by Seller and Stock Buyer unless the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying PartiesArbitrator determines that a Party’s position was unreasonable or not in good faith.

Tax Returns. (ai) The Representative Company shall prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, file (including extensions) all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are required to be filed (each a “Seller Tax Return”), and the Company shall pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date. Such , and such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices practice of the Company unless otherwise required by applicable Law. The Company shall timely pay or shall cause to be timely paid any and all Taxes due with respect to such itemsTax Returns. (ii) Parent or the Surviving Corporation shall file, except or cause to be filed, when due all Tax Returns of the Company that are required to be filed after the Closing Date; provided, however, that Parent or the Surviving Corporation, as required by Law. At least applicable, shall provide the Holder Representative a reasonable opportunity (of no less than fifteen (15) days prior days) to filing review any Tax Returns with respect to which the Holders may have any potential liability for Taxes under Section 6.13(a). The Holder Representative shall notify the Parent of any objections that the Holder Representative may have to any items set forth in any such draft Tax Return, and (A) the Parent or the Surviving Corporation and the Holder Representative shall submit a copy of agree to consult and resolve in good faith any such Tax Return, along with supporting work papers, objections to the extent such objections relate solely to Holder Taxes and (B) the Parent for Parent’s review and approval, which approval or the Surviving Corporation shall not be unreasonably withheld, conditioned or delayedconsider in good faith any other reasonable objections. If the Parent or Surviving Corporation and the Holder Representative does not receive comments from are unable to reach an agreement with respect to any objections described in clause (A) above within ten (10) days after receipt by the Parent or Surviving Corporation of such objection notice, the disputed items shall be resolved by an independent accountant and any determination by the independent accountant shall be final. The costs, fees and expenses of the independent accountant shall be borne by the Parent and the Holders in inverse proportion as they may prevail on the disputed items resolved by the independent accountant, utilizing the values of such items as initially submitted by the parties to the independent accountant. (iii) The Holders shall pay to Parent the Taxes for which the Holders are liable pursuant to Section 6.13(a) but which are payable with Tax Returns to be filed by Parent or the Surviving Corporation pursuant to this Section 6.13(c) at least five ten (510) business days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Parties.

Tax Returns. (a) The Representative shall prepare and timely file, or shall cause Subject to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, except as required by Law. At least fifteen (15Section 5.8(b) days prior to filing any such Tax Returnhereof, the Representative Buyer shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review timely and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall properly prepare and file, or cause to be prepared and filed, on or before the due date or any extension thereof all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period periods ending on or before the Closing Date at least fifteen (15) days prior to filingDate. The Representative parties agree that the amounts payable to the employees by the Company or the Partners pursuant to Section 5.9(d) hereof shall be entitled a compensation deduction by the Company with respect to comment the period ending on the Closing Date as specified in the instructions with respect to such payments delivered by the Company or the Partners pursuant to Section 5.9(d) hereof. Any Taxes due by the Acquired Companies shown on such Tax Returns returns attributable to periods ending on or before the Closing Date, to the extent that sufficient cash to pay such liability has not been retained by the Company pursuant to an accrued tax liability, shall be subject to Section 7.2. The income of the Acquired Companies will be apportioned to the period up to and Parent including the Closing Date and the period after the Closing Date by closing the books of the Acquired Companies as of the end of the Closing Date. (b) Treasury Form 1065 for the Company and each of its Subsidiaries for calendar year 2002, or any portion of such year up to the Closing Date, shall incorporate such comments be prepared by the Buyer substantially in good faith into such Tax Returns. If Parent does not receive comments from accordance with past methods and practices of the Representative at least five Company and its Subsidiaries by no later than thirty (530) days prior to the filing due date for such return (including any extension of such Tax Returns, the Representative due date). A draft of such return shall be deemed submitted to have each of the Partners holding Class A Interests and a representative of the Partners holding Class B Interests for review and comment, which comments must be submitted to the Buyer no comments to such Tax Returns. (c) Not later than ten (10) days prior to the due date for such return (including any extension of such due date). The Buyer shall take into consideration any comments received in finalizing such returns but shall not be bound to adopt any such comments. After the payment of Taxes on Closing, the Partners shall, and shall cause their respective Affiliates to, cooperate fully with the Buyer in connection with any Pre-Closing Tax Returns which Parent has tax investigation or audit relating to the responsibility to cause to be filed Acquired Companies. Any information obtained pursuant to this Section 11.1(b), without duplication of, 5.8 or prejudice to, pursuant to any other Section hereof providing for the Indemnified Parties’ rights sharing of information or the review of any Tax Return or other schedule relating to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent taxes shall be entitled, at its option, subject to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Parties5.3 hereof.

Tax Returns. (a) The Representative Seller shall prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall pay, file or cause to be paid, filed when due all Taxes of Tax Returns that are required to be filed by or with respect to the Company due for taxable years or periods ending on or before the Closing DateDate and shall timely pay any Taxes due in respect of such Tax Returns. Such Purchaser shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to the Company for taxable years or periods ending after the Closing Date, and shall be prepared by treating items timely pay any Taxes due in respect of such Tax Returns; PROVIDED, HOWEVER, that to the extent Seller is liable for all or a part of the Taxes shown on such Tax Returns in a manner consistent with the past practices of the Company with respect to such itemsReturns, except as required by Law. At least fifteen (15i) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) 30 days prior to the due date for filing any such Tax ReturnReturn (taking into account any applicable extensions), Parent Purchaser shall furnish Seller with a completed copy of any such Tax Returns for Seller's review and comment and (ii) no such Tax Returns shall be deemed to have no comments to filed with any taxing authority without Seller's prior written consent, such Tax Returns. (b) Parent shall prepare and file, or cause consent not to be unreasonably withheld. Any Tax Return described in this Section 5.3(e) shall be prepared on a basis consistent with the past practices of the Company and filedin a manner that does not distort taxable income (E.G., all by deferring income or accelerating deductions). Seller shall pay to Purchaser the Taxes for which Seller is liable pursuant to Section 5.3(a) but which are payable with respect to Tax Returns required to be filed by the Company after the Closing Date with respect Purchaser pursuant to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) this section within ten days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to due date for the filing of such Tax Returns, . Purchaser shall pay to Seller the Representative shall Taxes for which Purchaser is liable pursuant to Section 5.3(b) but which are payable with respect to Tax Returns to be deemed filed by Seller pursuant to have no comments to such Tax Returns. (c) Not later than this section within ten (10) days prior to the due date of for the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect filing of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Parties.

Tax Returns. (a) The Representative Seller shall prepare prepare, or cause to be prepared, and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, : (i) all income Tax Returns for which income of the Company flows through required to the Company Members that relate solely to a be filed for Pre-Closing Date Tax Period Periods, regardless of when they whether such income Tax Returns are filed before, on, or after the Closing Date; (ii) all other Tax Returns of the Company that are filed, or required to be filed (each a “Seller Tax Return”taking into account any valid extension of time to file), and the Company shall pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date; and (iii) any amendments to the Tax Returns described in clauses (i) or (ii) of this sentence (“Seller-Prepared Returns”). Such Tax All Seller-Prepared Returns shall be prepared by treating items on such Tax Returns prepared, and all determinations necessary to give effect to the foregoing allocations shall be made, in a manner consistent with prior practice of the past practices Business and the Company to the extent permitted by applicable Law and in a manner that does not materially distort as between pre-Closing and post-Closing periods. Purchaser shall prepare, or cause to be prepared, and shall timely file, or cause to be timely filed all Tax Returns of the Company not described in the immediately preceding sentence (“Purchaser-Prepared Returns”). Subject to Seller’s right to payment pursuant to Section 2.1(h) and subject to Section 5.3(b), Seller shall be liable for (and, subject to the limitation set forth in Section 5.3(i), indemnify Purchaser and hold it harmless from and against) and shall pay all Taxes due with respect to such itemsSeller-Prepared Returns, except as required by Lawand Purchaser or Company shall be liable for (and, subject to the limitation set forth in Section 5.3(b), indemnify Seller and hold it harmless from and against) and pay all Taxes due with respect to Purchaser-Prepared Returns. At least fifteen (15) days prior Seller shall provide copies of all Seller-Prepared Returns to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent Purchaser at least five (5) days prior to Business Days before the due date for filing any of each such Tax Seller-Prepared Return, Parent shall . All refunds that may be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed received by the Company after or Seller that would be payable to either or both of the Closing Date with respect Utilities without regard to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject this Agreement shall be paid to the approval of the Represenative, which such approval Utilities and Seller shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments right to such Tax refunds, whether such refunds relate to Seller-Prepared Returns or Straddle Period Returns. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Parties.

Tax Returns. (a1) The Representative BIB shall prepare and timely file, or shall cause to be prepared SMI and timely filed, at the Company Members’ expense, to timely file all Tax Returns for which income and pay all Taxes shown as due thereon of SMI or the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are required to be filed on or prior to the Closing Date. (each a “Seller 2) BIB shall be responsible for the preparation of all income and franchise Tax Return”), Returns of SMI and the Company shall pay, or cause to be paid, all Taxes of the Company due for taxable periods ending on or before the Closing Date. Such , which are required to be filed subsequent to the Closing Date. (3) Buyer shall be responsible for the preparation and timely filing of all Tax Returns of SMI and the Company for taxable periods beginning prior to and ending after the Closing Date. BIB shall be prepared by treating items on such provide Buyer with copies of the Tax Returns referenced in a manner consistent with the past practices of the Company with respect to such items, except as required by Law. At least fifteen clauses (151) days prior to filing and (2) above and any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent papers prepared in connection thereto at least five (5) 10 days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative for Buyer's review and consent, which shall not be unreasonably withheld. Buyer shall be deemed responsible for the timely filing of the Tax Returns referenced in clause (2) above. The Tax Returns referenced in clauses (1) and (2) herein shall be prepared in a manner consistent with SMI, the Company and their predecessors' most recent past practice, and shall be consistent with the representation in Section 2.1(h)(ii)(M) herein. With respect to an income or franchise Tax Return of SMI or the Company prepared by the Buyer which includes a taxable period or portion thereof before the Closing Date, BIB shall have no comments a reasonable opportunity to review and approve such return (such approval not to be unreasonably withheld or delayed) and such return shall be filed on a basis consistent with Tax Returns filed by SMI and the Company for the taxable period ended December 31, 1997 and prepared in a manner consistent with the representation in Section 2.1(h)(ii)(M). Buyer shall provide BIB with copies and drafts of the Tax Returns for such periods and copies of work papers relating to such returns. With respect to the Tax Returns. Returns referenced in clauses (c2) Not later than ten and (103) above, BIB shall timely pay over to Buyer the portion of the Taxes shown as due on such Tax Returns which are the responsibility of BIB and Parent under the provisions of Section 5.14 herein at least 10 days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of for filing such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Parties.

Tax Returns. Purchaser shall (ai) The Representative shall prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed file (each a “Seller Tax Return”), and the Company shall pay, or cause to be paid, filed) all Taxes of Tax Returns with respect to the Company due on or before Assets that are required to be filed after the Closing Date. Such Tax Returns Date on a basis consistent with past practice except to the extent otherwise required by applicable Law; provided, that Purchaser shall be prepared by treating items on use its reasonable best efforts to provide drafts of such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for ParentSeller’s review and approvalcomment reasonably in advance of the due date therefor, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive incorporate any reasonable comments received from Parent at least Seller up to five (5) days prior to the due date for filing any such Tax Returntherefor, Parent shall be deemed to have no comments to and timely file such Tax Returns. , and (bii) Parent pay (or cause to be paid) prior to delinquency, all Asset Taxes that become due after the Closing Date. In the case of any Tax Return described in clause (i) of the preceding sentence that includes Asset Taxes that are allocable to Seller pursuant to Section 9.1(a), Purchaser shall prepare send to Seller a statement that apportions the 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) and this Section 9.2, except to the extent such Asset Taxes have decreased the Base Purchase Price pursuant to Section 2.3(a). Seller shall, promptly after the Closing Date, send to Purchaser a statement for any Asset Taxes allocated to Purchaser pursuant to this Agreement but paid by Seller prior to the Closing Date and, after review of such statement by Purchaser and reasonable agreement by the Parties regarding its accuracy, Purchaser shall reimburse Seller for Purchaser’s allocated portion of such Asset Taxes within ten (10) Business Days of the Parties’ agreement regarding such statement, except to the extent such Asset Taxes have increased the Base Purchase Price pursuant to Section 2.3(a). Unless required by applicable Law or with Seller’s prior written consent (not to be unreasonably withheld, conditioned or delayed), neither Purchaser nor any of its Affiliates shall file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing any amended Tax Return with respect to a taxable the Assets for any Tax period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax ReturnsEffective Date or for any Straddle Period. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Parties.

Tax Returns. (ai) The Representative Selling Stockholder shall prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall pay, file or cause to be paid, filed when due (taking into account any applicable extensions) all Taxes Tax Returns of the Company or any of the Subsidiaries that are due on or before prior to the Closing Date, and shall pay all Taxes shown due on such Tax Returns. Such All such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent accordance with the past practices practice of the Company with respect to such itemsand the Subsidiaries, except as otherwise required by applicable Law. At least fifteen thirty (1530) days Business Days prior to the due date for the filing of any such Tax Return, the Representative Selling Stockholder shall submit a copy of any such Tax Return, along with supporting work papers, Return to Parent Purchaser for ParentPurchaser’s review and approval, which approval shall not be unreasonably withheld. Such copy of such Tax Return shall be deemed approved by Purchaser twenty (20) Business Days after Purchaser’s receipt of such Tax Return unless the Purchaser gives written notice of its disagreement, conditioned which notice shall specify in reasonable detail the nature and amount of any disagreement (“Notice of Tax Disagreement”), to the Selling Stockholder prior to such date. Any such Notice of Tax Disagreement shall be handled in the manner prescribed by Section 8.15(a)(viii). The Selling Stockholder shall provide Purchaser with a complete copy of any such Tax Return filed. (ii) Purchaser shall file or delayedcause to be filed when due (taking into account any applicable extensions) all Tax Returns that are required to be filed by or with respect to the Company or any of the Subsidiaries after the Closing Date for all Pre-Closing Tax Periods, and with respect to each such Tax Return, an amount equal to (x) all Taxes due with respect to such Tax Returns minus (y) the portion of the Asset Sale Tax Amount attributable to each such Tax Return not to exceed the Final Asset Sale Tax Amount (to the extent such Final Asset Sale Tax Amount has not previously reduced payments due to the Purchaser from the Escrow Account under Sections 8.15(a)(ii)(y) or 8.15(a)(iii)(y)) shall be paid out of the available funds (if any) in the Escrow Account in accordance with the terms of the Escrow Agreement and Article X. All such Tax Returns shall be prepared in a manner consistent with past practice of the Company and the Subsidiaries, except as otherwise required by applicable Law. If Purchaser shall provide the Representative does not receive comments from Parent Selling Stockholder with copies of all such Tax Returns at least five thirty (530) days Business Days prior to the due date for filing thereof for the Selling Stockholder’s review and approval, which approval shall not be unreasonably withheld; provided, however, Purchaser shall not be required to take a position on any such Tax Return, Parent Return if such position does not have at least “more likely than not” authority based upon the written advice of a nationally recognized law firm or an accounting firm. Such copy of such Tax Return shall be deemed approved by the Selling Stockholder twenty (20) Business Days after the Selling Stockholder’s receipt of such Tax Return unless the Selling Stockholder gives a Notice of Tax Disagreement to have no comments the Purchaser prior to such date. Any such Notice of Tax Returns.Disagreement shall be handled in the manner prescribed by Section 8.15(a)(viii). The Selling Stockholder will take all necessary action to direct that the payment due to Purchaser under this Section 8.15(a)(ii) be paid out of the available funds (if any) in the Escrow Account in accordance with the terms of the Escrow Agreement and Article X. (biii) Parent Purchaser shall prepare and file, file or cause to be prepared and filed, filed when due (taking into account any applicable extensions) all Tax Returns that are required to be filed by or with respect to the Company or any of the Subsidiaries for all taxable periods that begin on or before and end after the Closing Date (each, a “Straddle Period”), and with respect to Pre-Closing each such Tax Periods Return, an amount equal to (including Straddle Periodsx) other than Seller the Selling Stockholder’s allocable share of Taxes due with respect to such Tax Returns Return, as determined in accordance with Section 8.15(a)(iv), minus (y) the portion of the Asset Sale Tax Amount attributable to each such Tax Return not to exceed the Final Asset Sale Tax Amount (to the extent such Final Asset Sale Tax Amount has not previously reduced payments due to the Purchaser from the Escrow Account under Sections 8.15(a)(ii)(y) or 8.15(a)(iii)(y)) shall be paid out of the available funds (if any) in the Escrow Account in accordance with the terms of the Escrow Agreement and Article X. All such Tax Returns “Pre-Closing shall be prepared in a manner consistent with past practice of the Company and the Subsidiaries, except as otherwise required by applicable Law. Purchaser shall provide the Selling Stockholder with copies of all such Tax Returns”), subject Returns at least thirty (30) Business Days prior to the due date for filing thereof for the Selling Stockholder’s review and approval solely with respect to the treatment of items attributable to the period beginning on the first day of the RepresenativeStraddle Period and ending at the end of the Closing Date, which such approval shall not be unreasonably witheldwithheld; provided, conditioned however, Purchaser shall not be required to take a position on any such Tax Return if such position does not have at least “more likely than not” authority based upon the written advice of a nationally recognized law firm or delayedan accounting firm. Parent Such copy of such Tax Return shall permit be deemed approved by the RepresentativeSelling Stockholder twenty (20) Business Days after the Selling Stockholder’s receipt of such Tax Return unless the Selling Stockholder gives a Notice of Tax Disagreement to the Purchaser prior to such date. Any such Notice of Tax Disagreement shall be handled in the manner prescribed by Section 8.15(a)(viii). The Selling Stockholder will take all necessary action to direct that the payment due to Purchaser under this Section 8.15(a)(iii) be paid out of the available funds (if any) in the Escrow Account in accordance with the terms of the Escrow Agreement and Article X. (iv) For purposes of determining the Selling Stockholder’s allocable share of Taxes attributable to a Straddle Period, Taxes shall be apportioned between the portion of such period ending at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before end of the Closing Date and the portion beginning after the Closing Date (A) in the case of real property, business personal property and ad valorem Taxes, by apportioning such Taxes on a per diem basis, and (B) in the case of all other Taxes, on a closing of the books basis. (v) For the avoidance of doubt, for purposes of Section 8.15(a)(iv) all losses and deductions relating to the MIP Payments shall be treated as being allocated to the period ending at least fifteen the end of the Closing Date. (15vi) days Notwithstanding anything to the contrary herein, Selling Stockholder shall not have review or approval rights over (1) any Tax Returns filed by the consolidated group of which Mattel is the common parent or (2) any other Tax Return filed by Mattel or any Affiliate of Mattel that was not an Affiliate of the Company prior to filing. The Representative the Closing Date. (vii) In the event that (x) the Final Asset Sale Tax Amount exceeds (y) the Asset Sale Tax Amount, as determined pursuant to this Section 8.15(a), the Purchaser shall be entitled pay to comment on the Selling Stockholder the amount of such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least excess within five (5) days prior to of the filing of such the final Tax Returns, the Representative shall be deemed Return relevant to have no comments to such Tax Returns. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Asset Sale Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, Amount that is prepared pursuant to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in this Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Parties8.15.

Tax Returns. (ai) Except for Tax Returns required pursuant to Section 4.10(e) below, Sellers shall prepare (or cause to be prepared) and BPC shall timely file for all taxable periods ending on or before the Effective Date (a "Pre-Effective Period") all Tax Returns required to be filed after the Effective Date by or on behalf of BPC (the "Pre-Effective Period Tax Returns"). The Representative preparation of such Tax Returns and the positions taken thereon shall be consistent in all respects with BPC's past tax accounting principles and practices. (ii) BPC shall prepare and timely file, file (or shall cause to be prepared and timely filed, at ) for all taxable periods beginning before and ending after the Company Members’ expense, all Tax Returns for which income close of the Company flows through to the Company Members that relate solely to Effective Date (a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”"Straddle Period"), and the Company shall pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed after the Effective Date by BPC. For purposes of this Agreement, the portion of the Straddle Period ending on and including the Effective Date shall be referred to as the "Pre-Effective Straddle Period" and the portion of the Straddle Period beginning after the Effective Date shall be referred to as the "Post-Effective Straddle Period". (iii) All Tax Returns referred to in Section 4.10(a)(i) shall be subject to review and approval by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Buyer, and all Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), referred to in Section 4.10(a)(ii) which affect the Liability of Sellers for Taxes pursuant to this Agreement or otherwise shall be subject to the review and approval of the Represenativeby Sellers, which in each case prior to filing, and such approval shall not be unreasonably witheld, conditioned withheld or delayeddelayed by either such party. Parent shall permit the Representative, at the Company Members’ expense, The party charged with responsibility to prepare a Tax Return subject to review and comment on each (the "Preparing Party") shall present such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, other party (the Representative shall be deemed to have "Reviewing Party") no comments to such Tax Returns. less than thirty (c) Not later than ten (1030) days prior to the due date of (including extensions) for filing the payment of Taxes on any Pre-Closing Tax Returns which Parent has Return. The parties shall cooperate with one another by making available for review all related work papers and analyses utilized in preparing the responsibility to cause to be filed pursuant to Section 11.1(b)Tax Return and all related books, records and personnel for this purpose without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returnscost. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than Within fifteen (15) days prior after receipt of the Tax Return, the Reviewing Party shall communicate to the due date Preparing Party as to whether it concurs with the Tax Return or, if not, stating its exceptions thereto, together with the reasons and supporting information relating to such exceptions. If there are no such exceptions or such exceptions are resolved by the parties, then such resolution shall be the final determination. If such exceptions cannot be resolved by the parties within ten (10) business days after delivery of the payment list of exceptions, the dispute shall be submitted to an independent tax consultant who shall make a final determination in accordance with the terms of this Agreement within fifteen (15) days after submission to such Taxesindependent tax consultant. The independent tax consultant shall be one of the "Big Five" public accounting firms or a law firm with a nationally recognized tax practice with no material relationship to the parties or their Affiliates, Parent and such independent tax consultant shall notify be chosen by agreement of the Representative parties, or if they are unable to agree, chosen by lot from an equal number of (i) nominees submitted by each party. The fees and expenses of the independent tax consultant shall be allocated by it in inverse proportion to the adjustment granted the Reviewing Party. For example, if such tax consultant grants a portion of the exceptions proposed by the Reviewing Party that results in an adjustment to the amount of any such PreTaxes owed that is 25% of the total adjustment to the amount of Taxes owed that would have occurred had all of the Reviewing Party's proposed exceptions been granted, it shall assess the Reviewing Party with 75% of its fees and expenses. The independent tax consultant's decision shall be final and binding upon, and non-Closing Taxes and (ii) appealable by, the method of recovery from the Indemnifying Partiesparties.

Tax Returns. (a) 8.1 The Representative Seller or the Seller’s duly appointed agents shall prepare all the Tax returns and timely file, computations of the Company for all accounting periods ended on or shall cause prior to be prepared and timely filed, Completion (the Tax Returns) at the Company Members’ Company’s expense, . 8.2 The Seller or the Seller’s duly appointed agents shall deliver all Tax Returns for which income are required to be signed by or on behalf of the Company flows through to the Company Members that relate solely Purchaser for authorisation, signing and submission. If a time limit applies in relation to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Representative Seller shall submit ensure that the Purchaser receives the Tax Return no later than 15 Business Days before the expiry of the time limit. 8.3 The Seller shall procure that: 8.3.1 the Purchaser receives copies of all written correspondence with any Taxation Authority insofar as it is relevant to the Tax Returns; and 8.3.2 no Tax Return is submitted to any Taxation Authority which is not, so far as the Seller is aware, true and accurate in all respects, and not misleading. 8.4 The Purchaser shall procure that the Company shall cause the Tax Returns to be authorised, signed and submitted to the appropriate authority without amendments or with such amendments as the Seller shall agree and shall make or procure that the Company shall make all such claims, surrenders, disclaimers, notices or elections in relation to all accounting periods ended on or prior to Completion as the Seller shall require and shall give the Seller or the duly authorised agent or agents all such reasonable assistance as may be required to agree the Tax Returns with the appropriate authorities. 8.5 The Purchaser shall be under no obligation to procure the authorisation, signing or submission to a copy Taxation Authority of any such Tax Returndocument delivered to it under paragraph 8.2 which it considers in its reasonable opinion to be false or misleading in any material respect, along with supporting work papers, but for the avoidance of doubt shall be under no obligation to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior make any enquiry as to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare completeness or accuracy and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment rely entirely on such the Seller and its agents. 8.6 The Seller or the duly authorised agent or agents shall prepare all documentation and deal with all matters (including correspondence) relating to the Tax Returns and Parent the Purchaser shall incorporate procure that the Company shall afford such comments in good faith into such access to their books, accounts and records as is necessary and reasonable to enable the Seller or the duly authorised agent or agents to prepare the Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior Returns and conduct matters relating to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(aSeller’s rights under this paragraph. 8.7 The Purchaser shall have responsibility for, and the conduct of preparing, submitting and agreeing with the relevant Taxation Authority all Tax computations and returns of the Company for any accounting period which both commences prior to Completion and ends after Completion (a Straddle Period). Not later than fifteen (15) days prior Draft computations and returns and any correspondence with a Taxation Authority in respect of a Straddle Period will be submitted to the due date Seller before they are submitted to a Taxation Authority and the Seller will have a period of 15 Business Days to comment thereon. The Purchaser shall procure that the Company shall incorporate the Seller’s reasonable comments before submission of the payment of correspondence or returns and computations to the Taxation Authority. The Purchaser shall procure that the Company shall afford such Taxesaccess to their books, Parent accounts and records as is necessary and reasonable to enable the Seller to exercise its rights under this paragraph 8.7. The Seller shall notify provide such assistance as the Representative of (i) Purchaser shall reasonably require in preparing all computations or returns relating to the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying PartiesStraddle Period.

Tax Returns. (a) The Representative shall prepare and timely file, or Vendor shall cause to be prepared and filed on a timely filed, at the Company Members’ expense, basis all Tax Returns (if any) for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), Corporation and the Company shall pay, or cause to be paid, all Taxes of the Company due Subsidiaries for any taxation year which ends on or before the Closing Date. Such Date and for which Tax Returns have not been filed as of that date. Purchaser shall have an opportunity to review and comment on those Tax Returns, acting reasonably, before the filing of those Tax Returns and Vendor shall reasonably consider and address any comments of Purchaser in that regard. Vendor shall be entitled, in preparing such Tax Returns, to claim the maximum allowable amounts in respect of discretionary deductions, including without limitation Resource Pools. (b) Purchaser shall cause to be prepared and filed on a timely basis all Tax Returns for the Corporation and the Subsidiaries for any taxation year which ends after the Closing Date and for which Tax Returns have not been filed as of that date. Vendor shall have an opportunity to review and comment on any of those Tax Returns to the extent they relate to any period before the Closing Date, and to approve them, acting reasonably, before the filing of those Tax Returns. (c) Vendor shall pay and remit any Taxes due in respect of Tax Returns referred to in Section 11.2(a). Purchaser shall or shall cause the Corporation or any of the Subsidiaries to pay and remit any Taxes due in respect of the Tax Returns referred to in Section 11.2(b). Vendor or Purchaser shall reimburse the other Party for any Taxes for which Vendor or Purchaser is liable pursuant to Section or Section 11.1(b), as applicable, but which are payable with Tax Returns to be filed by the other Party pursuant to Section 11.2(a) and Section 11.2(b), as applicable, on the written request of the Party entitled to reimbursement, setting forth in detail the computation of the amount owed by Vendor or Purchaser, as applicable, but in no event earlier than ten days before the due date for the filing of any applicable Tax Returns, except to the extent such amounts have already been paid as adjustments to the Purchase Price. For greater certainty, Section 10.7 shall apply to any payment made by one Party to the other pursuant to this Section 11.2(c). (d) Before Closing Vendor shall, and after Closing Purchaser shall, cause the Corporation and the Subsidiaries to cooperate fully with each other and make available to each other in a timely fashion such data and other information as may reasonably be required for the preparation of any of those Tax Returns referred to in this Section 11.2 and shall preserve that data and other information until the expiration of any applicable limitation period under any Applicable Laws with respect to Taxes. (e) Any Tax Return to be prepared pursuant to the provisions of this Section 11.2 shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company followed in prior years with respect to similar Tax Returns of the Corporation and the Subsidiaries provided such itemshistorical practices are proper. (f) Purchaser shall not and shall not allow the Corporation or any Subsidiary to amend, except as required by Law. At least fifteen (15) days prior refile or otherwise modify or grant an extension of any statute of limitations with respect to filing any such Tax Return, Return for the Representative Corporation or the Subsidiaries for any taxation year ending on or before the Working Capital Date or that includes any Straddle Period and shall submit a copy not request an audit or assessment of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval in each case without prior written consent of Vendor. Vendor shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing file an amended Tax Return with respect to a for the Corporation or the Subsidiaries for any taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative and shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, request an audit or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount assessment of any such Pre-Closing Taxes and (ii) the method Tax Return, in each case without written consent of recovery from the Indemnifying PartiesPurchaser.

Tax Returns. 11.1 The Covenantor (aor its duly authorised agents) The Representative shall prepare and timely file, or shall cause to be prepared and timely filed, (at the Company Members’ Covenantor’s cost and expense, ) prepare all returns and computations relating to Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed Group Companies for all periods ending on or before Completion (each a “Seller Tax ReturnDocument”) and submit them (no later than 10 Business Days prior to the expiry of any appropriate time limit) to the Purchaser for authorisation, signing and submission by the relevant Group Company to the relevant Tax Authority. 11.2 The Purchaser shall procure that the relevant Group Company shall authorise, sign and submit, to the relevant Tax Authority, the Tax Documents without amendment or with such amendments as the Purchaser reasonably considers necessary provided that the Purchaser shall not be required to take any action pursuant to this paragraph 11.2 if, in relation to any Tax Document, it reasonably considers that such Tax Document is false, misleading, inaccurate or incomplete in any material respect. 11.3 The Covenantor shall have conduct of all matters (including dealing with all negotiations and correspondence) relating to the Tax Documents provided that the Covenantor shall not (and shall procure that its agents shall not) agree any matter with a Tax Authority which is likely to affect to any extent the future liability to Taxation of any Group Company or of the Purchaser without the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed). 11.4 The Covenantor shall not (and shall procure that its agents shall not) submit any document which comprises or includes a claim, election, disclaimer, surrender, notice or consent, or withdraw any such item, unless the making, giving or withdrawal of it either: 11.4.1 has been taken into account when preparing the Accounts; or 11.4.2 is not likely to have an adverse effect on a Liability for Tax of any Group Company in an accounting period ending on or after Completion. 11.5 The Purchaser shall procure that the Group Companies afford such access to their books, accounts and records as is necessary and reasonable for the purposes of complying with this paragraph 11. 11.6 The Covenantor shall use its reasonable endeavours to agree the Tax Documents with the relevant Tax Authority as soon as possible and within the time limits prescribed by the Corporation Tax Self Assessment regime and the Company Purchaser shall pay, procure that the Group Companies shall give the Covenantor or its agents all such assistance as may be required to agree the Tax Documents with the relevant Tax Authority. 11.7 The Purchaser shall procure that: 11.7.1 the Group Companies prepare or complete the preparation of the tax returns and computations for the Accounting Period in which Completion falls; 11.7.2 the Group Companies shall cause copies of such returns and computations to be paidsupplied to the Covenantor prior to their submission for its comments and the Purchaser shall provide the Covenantor with the opportunity to make comments relating to Events occurring prior to Completion and will make any amendments which the Purchaser reasonably considers necessary on the basis of any comment by the Covenantor ; 11.7.3 the Group Companies shall give and afford such access to their books, records and accounts as is required to enable the Covenantor to understand and comment on such returns and computations; 11.7.4 the Covenantor shall provide or shall procure that its agents shall provide, without undue delay, all Taxes of the Company due on or before the Closing Date. Such Tax Returns shall such assistance as may be prepared by treating items on such Tax Returns required to agree those returns mentioned in a manner consistent paragraph 11.7.1 with the past practices of relevant Tax Authority. 11.7.5 the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Representative shall submit Covenantor is promptly sent a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments communication from Parent at least five (5) days prior any Taxation Authority insofar as it relates to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Prepre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval Completion Taxation affairs of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax ReturnsGroup Companies. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Parties.

Tax Returns. (ai) The Representative Seller shall prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns (which, for which income purposes of this Section 8.3, shall be deemed to include any amendments made after the Company flows through Closing Date to Tax Returns that were filed prior to the Company Members that Closing Date insofar as they relate solely to a Pre-any period ending before the Closing Tax Period regardless of when they are Date) required to be filed (each a “Seller by Holding Company, any Predecessor Holding Company, Property Owner or any Predecessor Property Owner after the Closing Date with respect to Tax Return”), and the Company shall pay, or cause to be paid, all Taxes of the Company due periods ending on or before the Closing DateDate consistent with past practices, unless otherwise required by Law. Such Seller shall provide drafts of all such Tax Returns to Buyer not less than thirty (30) days prior to the required filing date, and Seller and Buyer shall be prepared confer and cooperate in good faith to address any reasonable comments and changes which are suggested by treating items on Buyer and delivered to Seller not less than five (5) business days prior to the required filing date. Upon completion of such Tax Returns in a manner consistent accordance with this Section 8.3, Buyer will cause the same to be timely filed. (ii) Buyer will, as to any Taxes in respect of which Seller may be obligated to indemnify Buyer pursuant to this Agreement, promptly inform Seller of, and permit the participation of Seller in, any investigation, audit or other proceeding by or with the past practices IRS or any other Tax authority empowered to administer or enforce such a Tax and will not consent to the settlement or final determination in such proceeding without the prior written consent of the Company with respect to such items, except as required by Law. At least fifteen Seller (15) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall consent will not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns). (biii) Parent Seller and Buyer shall prepare (A) reasonably assist one another in providing information necessary for preparing and file, or cause to be prepared and filed, all filing any Tax Returns required to be filed by the Company after the Closing Date that Buyer or Seller is responsible for preparing and filing with respect to Pre-Holding Company, any Predecessor Holding Company, Property Owner and any Predecessor Property Owner and relating to any taxable period beginning before the Closing Date, (B) reasonably cooperate in providing information for any audits by, or disputes or other proceedings with, any Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned authority or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a any matters relating to Taxes for any taxable period ending on or beginning before the Closing Date at least fifteen and (15C) days prior make available to filing. The Representative shall be entitled one another and to comment on any Tax authority as reasonably requested by any such party all information, records and documents relating to Tax Returns and Parent shall incorporate such comments in good faith into such matters (including Tax Returns. If Parent does not receive comments from ) of or relating to Holding Company, any Predecessor Holding Company, Property Owner and any Predecessor Property Owner relating to any taxable period beginning before the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax ReturnsClosing Date. (civ) Not later than ten (10) days prior Seller and Buyer shall each attach Form 8594 to their respective federal income tax return for the due date of year in which the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returnsoccurs. Notwithstanding the foregoing, Parent The Purchase Price shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from allocated among the Holdback Amount Properties in accordance with the principles allocation set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Partieson Schedule 3.

Tax Returns. (a) 13.5.1 The Representative Seller shall prepare and timely file, or shall cause have the right to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing comment on any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required tax returns to be filed by the Company after for assessment periods which end prior to or on the Closing Date Date, except for such tax returns which already have been filed with respect to Pre-Closing the competent Tax Periods Authority (including Straddle Periods) other than Seller the Relevant Tax Return). The Relevant Tax Returns have to be prepared in compliance with the applicable Tax laws and on a basis consistent with those prepared for prior tax assessment periods, unless applicable Tax laws require the deviation. The Purchaser shall (such i) provide or procure that the Lovoo Companies provide the Seller with the respective draft Relevant Tax Returns “Pre-Closing Tax Returns”), subject to the for review and approval of the Represenative, (which such approval shall may not be unreasonably witheld, conditioned withheld) and (ii) grant access or delayed. Parent shall permit procure that the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior Lovoo Companies grant access to the filing books and records to the extent relating to the Relevant Tax returns to Seller and the counsel of such Tax Returnsthe Seller’s choice in due course, the Representative shall be deemed to have no comments to such Tax Returns. each (ci) Not and (ii) not later than ten twenty (1020) days Business Days prior to the due date of the payment Relevant Tax Return. The consent of Taxes on any Pre-Closing the Seller pursuant to this Clause 13.5.1 shall be deemed to be granted if the Seller fails to deliver written notice of its consent or instructions within ten (10) Business Days after the date of the receipt of the respective drafts of the Relevant Tax Returns which Parent unless the Seller has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal not been granted access to the amount books and records or not received copies of Pre-Closing Taxes (relevant documents upon its request and at its cost in due course. In the event that the Tax Returns are filed without reflecting the comments of the Seller, claims of the Purchaser under Clause 13.2 shall be excluded only if and to the extent the Seller can prove that additional Taxes or other disadvantages result therefrom. This does not taken into account in apply to the determination extent the Purchaser can prove that a filing or an amendment differing from the Seller’s comments or instructions under this Clause 13.5.1 is required by mandatory law. 13.5.2 Unless required by mandatory law or by order of the Base Consideration)competent Tax Authority, as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent Purchaser shall be entitled, at its option, procure that the Lovoo Companies do not amend or alter tax returns DB1/ 93370130.5 relating to recover all assessment periods ending on or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date Closing Date without prior written consent of the payment Seller. Sentences 2 and 3 of such Taxes, Parent Clause 13.5.1 shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Partiesapply mutatis mutandis to this Clause 13.5.2.

Tax Returns. (a) The Representative Seller shall prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall pay, file or cause to be paid, timely filed when due (taking into account all Taxes of the Company extensions properly obtained) all Tax Returns due on or before the Closing Date, and in each case Seller shall remit or cause to be remitted any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to HLIKK and Buyer shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. Such With respect to Tax Returns to be filed by Buyer pursuant to the preceding sentence that relate to Pre-Closing Taxable Periods or Straddle Periods (i) such Tax Returns shall be prepared by treating items on such Tax Returns filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with reasonable positions taken, elections made or methods used in prior periods in filing such Tax Returns (including, without limitation, any position which would have the past practices effect of the Company with respect accelerating income to periods for which Seller is liable or deferring deductions to periods for which Buyer is liable) and (ii) such items, except as required by Law. At least fifteen Tax Returns shall be submitted to Seller not later than thirty (1530) days prior to the due date for filing any such Tax ReturnReturns (or, if such due date is within forty-five (45) days following the Representative Closing Date, as promptly as practicable following the Closing Date) for review and comment by Seller, and Buyer shall submit a copy of any make such revisions to such Tax ReturnReturns as are reasonably requested by Seller or which are consistent with the requirements of clause (i) of this sentence. (b) Seller or Buyer shall pay the other party for the Taxes for which Seller or Buyer, along respectively, is liable pursuant to Section 10.01 but which are payable with supporting work papersany Tax Return to be filed by the other party pursuant to Section 10.02(a) upon the written request of the party entitled to payment, to Parent for Parent’s review and approvalsetting forth in detail the computation of the amount owed by Seller or Buyer, which approval shall not be unreasonably withheldas the case may be, conditioned or delayed. If the Representative does not receive comments from Parent at least but in no event later than five (5) days prior to the due date for filing any paying such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax ReturnsTaxes. (c) Not later than ten Except where required by a Tax Authority as a result of any action, suit, investigation or audit by such Tax Authority, none of Buyer or any Affiliate of Buyer shall (10or shall cause or permit HLIKK to) days prior amend, refile or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Return relating in whole or in part to the due date of the payment of Taxes on HLIKK with respect to any Pre-Closing Tax Returns Taxable Periods (or with respect to any Straddle Period) without the prior written consent of Seller, which Parent has consent may not be unreasonably withheld but which may in all events be withheld if such action would increase the responsibility to cause to amount of Taxes for which Seller may be filed liable pursuant to Section 11.1(b10.01(a) or Section 10.01(f), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Parties.

Tax Returns. After the Closing Date, Purchaser shall (ai) The Representative shall prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed file (each a “Seller Tax Return”), and the Company shall pay, or cause to be paid, filed) all Taxes of the Company due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, Asset Taxes that are required to be filed after the Closing Date that relate to any Tax period ending before the Effective Date or any Straddle Period on a basis consistent with past practice except as to the extent otherwise required by Law. At least fifteen (15) days prior ; 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 filing any submit each such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, Return to Parent Seller for Parent’s its review and approvalcomment reasonably in advance of the due date therefor, which approval and Purchaser shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive incorporate any reasonable comments received from Parent at least Seller up to five (5) days prior to the due date for filing therefor and timely file any such Tax Return, Parent and (ii) pay (or cause to be paid) prior to delinquency, all Asset Taxes relating to any Tax period that ends before or includes the Effective Date that become due after the Closing Date. In the case of any Tax Return described in clause (i) required to be filed after the final determination of the Final Settlement Statement pursuant to Section 2.3(i), that includes Asset Taxes that are allocable to Seller pursuant to Section 9.1(a), Purchaser shall deliver to Seller a statement that apportions the Asset Taxes shown on such Tax Return between Purchaser and Seller in accordance with Section 9.1(a). Such statement shall be deemed 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 no comments been taken into account in the final determination of the Final Settlement Statement pursuant to such Tax Returns. Section 2.3(i). In each case, without Seller’s prior written consent (bnot to be unreasonably withheld, conditioned or delayed), neither Purchaser or any of its Affiliates shall (i) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing any amended Tax Return with respect to a taxable the Assets for any Tax period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Effective Date or for any Straddle Period, (ii) make or change any Tax Returnselection for, the Representative shall be deemed to have no comments to such or that has retroactive effect to, any Tax Returns. (c) Not later than ten (10) days period ending prior to the due date Effective Date or for any Straddle Period, (iii) enter into any voluntary disclosure with any taxing authority with respect to Asset Taxes or related Tax Returns for a Tax period ending prior to the Effective Date or for any Straddle Period or (iv) extend or waive the statute of limitations with respect to Asset Taxes for any Tax period ending prior to the Effective Date or for any Straddle Period to the extent any of the payment of actions described in clauses (i) – (iv) reasonably would be expected to increase the amount Taxes on any Pre-Closing Tax Returns for which Parent has the responsibility to cause to be filed Seller is responsible pursuant to Section 11.1(b), without duplication of, or prejudice to, 9.1. The Parties agree that (A) this Section 9.2 is intended to solely address the Indemnified Parties’ rights timing and manner in which certain Tax Returns relating to indemnification, compensation or reimbursement under Section 10.2, Asset Taxes are filed and the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal Asset Taxes shown thereon are paid to the amount of Pre-Closing Taxes applicable taxing authority and (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent B) nothing within this Section 9.2 shall be entitled, at its option, to recover all or any portion of such Pre-Closing interpreted as altering the manner in which Asset Taxes from are allocated and economically borne by the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Parties.

Tax Returns. (aA) The Representative Covenantor or its duly authorised agent shall prepare and timely filethe Tax returns of each Group Company for all accounting periods ended on or prior to the Accounts Date, or to the extent that the same shall not have been prepared before Completion. (B) The Purchaser shall procure that the Group Companies shall cause the returns mentioned in SUB-CLAUSE (A) to be prepared authorised, signed and timely filedsubmitted to the appropriate authority without amendment or with such amendments as the Covenantor shall agree and shall give the Covenantor or its agent all such assistance as may be required to agree those returns with the appropriate authorities; PROVIDED THAT the Purchaser shall not be obliged to procure that a Group Company take any such action as is mentioned in THIS SUB-CLAUSE in relation to any Tax return that is not true and accurate in all material respects. (C) The Covenantor or its duly authorised agent shall prepare all documentation and deal with all matters (including correspondence) relating to the Tax returns of each Group Company for all accounting periods ended on or prior to the Accounts Date and the Purchaser shall procure that each Group Company shall afford such access to its books, accounts and records as is necessary and reasonable to enable the Covenantor or its duly authorised agent to prepare those returns and conduct matters relating thereto in accordance with the Covenantor's rights under this clause. (D) The Purchaser shall procure that the Covenantor is sent a draft of the Tax return of Marconi (UK) for the accounting period beginning before and ending on or after Completion (the "Current Period") at least one month before its intended submission to a Tax Authority and that its final form contains such alterations as the Covenantor may lawfully request in respect of any matter which might give rise to a Disposal Liability. The Covenantor covenants to pay to the Purchaser an amount equal to any liability to Tax suffered by Marconi (UK) which Marconi (UK) would not have suffered but for an alteration made at the Covenantor's request pursuant to this CLAUSE 12(D). (E) Nothing done by any Group Company Members’ expense, all Tax Returns for which income of pursuant to THIS CLAUSE shall in any respect restrict or reduce any rights the Company flows through Purchaser may have to make a claim against the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns Covenantor under this deed in a manner consistent with the past practices of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five Liability as is mentioned in CLAUSE 2 (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax ReturnsCovenant). (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Parties.

Tax Returns. (a) The Representative shall prepare and timely file, or shall cause Without limiting Purchaser’s indemnification rights pursuant to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”Section 11.2(b), and after the Company Closing Date, Purchaser shall pay, (i) file (or cause to be paid, filed) all Taxes of the Company due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, Asset Taxes that are required to be filed after the Closing Date that relate to any Tax period ending before the Effective Date or any Straddle Period on a basis consistent with past practice except as to the extent otherwise required by Law. At least fifteen (15) days prior ; 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 filing any submit each such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, Return to Parent Seller for Parent’s its review and approvalcomment reasonably in advance of the due date therefor, which approval and Purchaser shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive incorporate any reasonable comments received from Parent at least Seller up to five (5) days prior to the due date for filing therefor and timely file any such Tax Return, Parent and (ii) pay (or cause to be paid) prior to delinquency, all Asset Taxes relating to any Tax period that ends before or includes the Effective Date that become due after the Closing Date. In the case of any Tax Return described in clause (i) 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 Asset Taxes shown on such Tax Return between Purchaser and Seller in accordance with Section 9.1(a). Such statement shall be deemed 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 no comments decreased the Purchase Price pursuant to such Tax Returns. Section ‎2.3(h). Unless required by applicable Law or with Seller’s prior written consent (b) Parent not to be unreasonably withheld, conditioned or delayed), neither Purchaser or any of its Affiliates shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing any amended Tax Return with respect to a taxable the Assets for any Tax period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax ReturnsEffective Date or for any Straddle Period. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Parties.

Tax Returns. (ai) The Representative Seller shall prepare and timely file, or shall cause to be prepared (A) any combined, consolidated or unitary Tax Return that includes the Seller or any of its Affiliates (other than the Transferred Entities), on the one hand, and timely filedthe Transferred Entities, at on the Company Members’ expense, all other hand (a “Combined Tax Returns for which income of the Company flows through Return”) and (B) any Tax Return (other than any Combined Tax Return) that is required to be filed by or with respect to the Company Members that relate solely to a Transferred Entities for any Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Pre-Closing Separate Tax Return”), and the Company shall pay, or cause to be paid, all Taxes of the Company due on or before the . All Pre-Closing Date. Such Separate Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, Transferred Entity except as otherwise required by applicable Law. At The 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 Principal Closing Date (taking into account any extensions). The Seller shall deliver, or cause to be delivered, to the Purchaser all Pre-Closing Separate Tax Returns that are required to be filed after the Principal Closing Date at least fifteen thirty (1530) days prior to the due date for filing such Tax Returns (taking into account any extensions) and the Purchaser shall timely file or cause to be timely filed such Tax Returns. The Seller shall permit the Purchaser to review and comment on each Tax Return described in the immediately preceding sentence and shall consider in good faith any comments received from the Purchaser not later than ten (10) days after the Purchaser’s receipt of such Tax Return. Unless required by applicable Law, the Representative Purchaser or any of its Affiliates (including, after the date of the Applicable Closing, the Transferred Entities) shall submit a copy not amend or revoke any Pre-Closing Separate Tax Returns filed in accordance with this Section 5.20(e) without the prior written consent of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, Seller (which approval consent shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns). (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Parties.

Tax Returns. (ai) The Representative Newco shall prepare be responsible for the preparation and timely filefiling of all Company Consolidated Income Tax Returns for any Pre-Closing Tax Period, or shall cause to be prepared and timely filed, at including Company Consolidated Income Tax Returns for such period that are due after the Company Members’ expenseClosing Date, all Tax Returns for which income of the Company flows through any Tax period relating to the Company Members that relate solely to a Pre-Closing Newspaper Subsidiaries, and all Broadcasting Tax Period regardless of when they are Returns required to be filed (each a “Seller Tax Return”), and the Company shall pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date. Such Within twenty (20) days following the filing of Company Consolidated Income Tax Returns for the Tax period ended on the Closing Date, Newco shall furnish Acquiror with (i) copies of such Tax Returns, and (ii) information concerning (A) the Tax basis of the assets of Broadcasting as of the Closing Date; (B) the earnings and profits of the Company and Broadcasting as of the Closing Date; (C) the Company's Tax basis in the stock of Broadcasting and PBC's Tax basis in the stock of each of its Subsidiaries as of the Closing Date; (D) the net operating loss carryover, investment tax credit carryover, alternative minimum tax carryover and the capital loss carryover, if any, available to the Surviving Corporation and its Subsidiaries for a Post-Closing Tax Period; and (E) all elections with respect to Company Consolidated Income Taxes in effect for Broadcasting as of the Closing Date. Other than elections in the ordinary course of business consistent with past practice or elections which will not have the effect of increasing the Taxes of Acquiror in a Post-Closing Tax Period, no Tax elections shall be made with respect to any of the Tax Returns for which Newco is responsible under this Section 6.09(b)(i) on behalf of the Company or any Broadcasting Subsidiary without the consent of Acquiror. (ii) Acquiror shall be responsible for the preparation and timely filing of all Tax Returns relating to the business or assets of the Company or Broadcasting required to be filed after the Closing Date (other than the Tax Returns to be prepared and filed by Newco pursuant to Section 6.09(b)(i)), PROVIDED, HOWEVER, that all such Tax Returns relating to any Pre-Closing Tax Period or Straddle Period shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices practice of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any in preparing such Tax Return, the Representative Returns. Acquiror shall submit provide Newco with a copy draft of any such Tax Return, along with supporting work papers, Return relating to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned any Pre-Closing Tax Period or delayed. If the Representative does not receive comments from Parent Straddle Period at least five thirty (530) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. Return (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”taking into account any applicable extensions), subject to the approval of the Represenative, which and Newco may provide Acquiror with written comments on such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing draft Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen within ten (1510) days prior after its receipt of such draft. Subject to filing. The Representative Section 6.09(e), Acquiror and I-32 33 Newco shall be entitled attempt to comment on resolve any disputes regarding such draft Tax Returns and Parent shall incorporate such comments Return in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of for filing such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying PartiesReturn.

Tax Returns. (a) For any Pre-Closing Tax Period that is not part of a Straddle Period, the Sellers shall or shall cause the Controlled Purchased Companies to, timely prepare and file with the appropriate authorities all income Tax Returns required to be filed by or with respect to the Controlled Purchased Companies regardless of the 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 Representative Sellers also shall prepare and timely file, or shall cause the Controlled Purchased Companies to be prepared prepare and timely filed, at the Company Members’ expensefile, all other Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are required to be filed (each a “Seller Tax Return”), and by or with respect to the Company shall pay, or cause to be paid, all Taxes of the Company Controlled Purchased Companies that are due on or before the Closing Date. Such Tax Returns , and the Sellers shall pay all Taxes shown to be prepared by treating items due or required to be paid on such Tax Returns in a manner consistent with Returns. The Sellers shall include the past practices income of the Company with respect Controlled Purchased Companies (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 Tax 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 items, except as required by Lawincome. At least fifteen (15) days prior to filing any such Tax Return, the Representative The Buyer shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall timely prepare and file, or cause the Controlled Purchased Companies to be prepared prepare and filedtimely file, all other Tax Returns required to be filed by the Company after the Closing Date or with respect to Pre-Closing the Controlled Purchased Companies, and shall pay, or cause the Controlled Purchased Companies or the appropriate Subsidiary thereof to pay, all Taxes shown to be due or required to be paid on those Tax Periods (including Straddle Periods) other than Seller Returns. Each party that prepares Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject pursuant to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent this Section 10.1 shall permit the Representative, at the Company Members’ expense, other party a reasonable opportunity to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate make such comments changes as are reasonably requested. (b) In the case of any Straddle Period, and in good faith into such the case of the final taxable year of the Controlled Purchased Companies (other than the Canadian Subsidiaries) for U.S. Federal income tax purposes as a member of the Sellers' affiliated group for the Pre-Closing Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior Period, to the filing extent that Taxes of the Controlled Purchased Companies are based on or measured by income or gross receipts in lieu of income and not on a transaction basis (which are subject to indemnification by the Sellers to the extent set forth in this Section 10.1 and Article XII of this Agreement), such Taxes shall be computed using a closing-of-the-books method as if such taxable period ended as of the end of the Closing Date, with all standard deductions, exemptions, progressivity in rates, and other items calculated with respect to the full Straddle Period apportioned to the Pre-Closing Tax Period based upon the ratio of the number of days during the Straddle Period that are in the Pre-Closing Tax Period to the total number of days in the Straddle Period; provided, however, that any transactions not in the ordinary course of a Purchased Company's business that occur on the Closing Date but after the Closing shall be considered to occur on the day following the Closing Date. In the case of any Straddle Period, to the extent that Taxes are not based on or measured by income or gross receipts in lieu of income, such Taxes for the Pre-Closing Tax Period shall be (i) for any Tax that is determined based upon specific transactions (including, but not limited to, value added, sales and use Taxes), all Taxes applicable to transactions that have been consummated during the period through the Closing Date and (ii) for any Tax that is not based upon specific transactions (including, but not limited to, license, real property, personal property, franchise and doing business Taxes), an amount equal to the full amount of such Tax Returnsfor the entire Straddle Period multiplied by a fraction, the Representative numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the total number of days in the Straddle Period (as such amount shall be deemed equitably adjusted to have no comments to such Tax Returnsreflect material acquisitions or disposition during the Straddle Period). (c) Not later than ten (10) days prior The Sellers' indemnity obligations for Taxes for a Straddle Period of any Controlled Purchased Company shall initially be effected by its payment to the due date Buyer of 100% of the payment excess of (a) such Taxes on any for the Pre-Closing Tax Returns which Parent has Period, over (b) the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior to the due date of the payment of such Taxes, Parent shall notify the Representative sum of (i) the amount of such Taxes paid by the Sellers or any of their respective affiliates (other than such Pre-Closing Taxes and Controlled Purchased Company) at any time, plus (ii) the method amount of recovery from such Taxes paid by such Controlled Purchased Company before the Indemnifying PartiesClosing. The Sellers shall initially pay such excess to the Buyer within fifteen (15) days after the Tax Return with respect to the liability for such Taxes is required to be filed (or, if later, is actually filed). If the amount of such Taxes paid to Buyer by the Sellers or any of their respective Affiliates (other than a Controlled Purchased Company) pursuant to this Section 10.1(c) at any time exceeds 100% of the excess if any of (x) the amount of such Taxes for the Pre-Closing Period, over (y) the amount of such Taxes paid by the Controlled Purchased Companies, the Buyer shall pay to the Sellers the amount of such excess, within fifteen (15) days after the Tax Return with respect to the liability for such Taxes is required to be filed. The payments to be made under this paragraph by the Sellers or the Buyer with respect to any Straddle Period shall be appropriately adjusted to reflect any final determination with respect to Taxes for such Straddle Period.

Tax Returns. (a) 8.1 The Representative Warrantors or their duly authorised agent shall prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income reasonable expense of the relevant Group Company flows through to prepare the corporation tax returns of each Group Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall pay, or cause to be paid, for all Taxes of the Company due accounting periods ended on or before the Closing Date. Such Tax Returns shall be Accounts Date to the extent that they have not been prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any Completion. 8.2 The Purchaser shall procure that each Group Company shall cause the tax returns mentioned in paragraph 8.1 above to be authorised, signed and submitted to the relevant Tax Authority without amendment or with such Tax Return, amendments as the Representative Warrantors shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval reasonably agree provided that the Purchaser shall not be unreasonably withheld, conditioned obliged to procure that any Group Company takes any such action as is mentioned in this paragraph 8 in relation to any tax return that is not true and accurate in all material respects. 8.3 The Warrantors or delayed. If their duly authorised agent shall at the Representative does not receive comments from Parent at least five reasonable expense of the relevant Group Company prepare all documentation and deal with all matters (5including correspondence) days relating to the tax returns of each Group Company for all accounting periods ended on or prior to the due date for filing Accounts Date and the Warrantors shall provide the Purchaser with copies of any such Tax Return, Parent shall be deemed to have no comments correspondence relating to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days tax returns prior to filingtheir submission and copies of any correspondence from the Inland Revenue. The Representative Warrantors shall be entitled give the Purchaser a reasonable opportunity to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days correspondence prior to submission and shall take account of the filing of such Tax Returns, the Representative Purchaser's reasonable comments. The Purchaser shall be deemed to have no comments to such Tax Returns. upon reasonable notice (c) Not later than ten (10) days prior having regard to the due date of circumstances) being given by the payment of Taxes on any Pre-Closing Tax Returns which Parent has Warrantors procure that the responsibility relevant Group Company shall afford such access to cause its books, accounts, records and personnel as is necessary and reasonable to be filed pursuant enable the Warrantors or their duly authorised agent to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax Returns. Notwithstanding the foregoing, Parent shall be entitled, at its option, to recover all or any portion of such Pre-Closing Taxes from the Holdback Amount prepare those tax returns and conduct matters relating thereto in accordance with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior rights of the Warrantors under this paragraph. 8.4 The provisions of paragraph 8.3 shall be without prejudice to the due date rights of the payment relevant Group Company in relation to any audit or any enquiry resulting therefrom and if the Purchaser shall at any time become aware of such Taxesa Claim for Taxation which may result in a Tax Claim, Parent the Purchaser may at any time thereafter by notice in writing to the Warrantors notify that the provisions of paragraph 8.3 shall notify lapse, in which case the Representative provisions of paragraph 9 (iClaim Procedure) the amount of any such Pre-Closing Taxes and (ii) the method of recovery from the Indemnifying Partiesshall come into operation in accordance with its terms.

Tax Returns. The following provisions shall govern the filing of Tax Returns. (ai) The Representative shall prepare Sellers and timely filethe Buyer will, or shall cause to be prepared and timely filedthe extent permitted by applicable Law, at elect with the Company Members’ expense, all Tax Returns for which income appropriate Taxing Authority to close the periods of the Company flows through to and subsidiaries as of and including the Closing Date. In any case in which applicable Law does not require or permit such a Tax period of the Company Members and its subsidiaries to be closed as of and including the Closing Date, any Tax pertaining to a period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) shall be determined in accordance with the provisions of this Section 4.13(a). (ii) For purposes of this Agreement, all Income Taxes of the Company and any of its subsidiaries that relate solely to a Straddle Period will be allocated between the Pre-Closing Tax Period regardless portion of when they are the Straddle Period (the “Pre-Closing Straddle Period”) and the post-Closing portion of the Straddle Period. The Income Taxes allocated to the Pre-Closing Straddle Period will be filed deemed equal to the amount of Income Taxes which would be payable if the relevant Tax period ended at the end of the day on the Closing Date and shall be determined by an interim closing of the books as of the close of business on the Closing Date. The portion of Tax related to the portion of the Straddle Period that extends after the Closing Date to the end of the Straddle Period (each the “Post-Closing Straddle Period”) shall be calculated in a “Seller Tax Return”corresponding manner. For purposes of this clause (ii), any exemption, deduction, credit or other item that is calculated on an annual basis will be allocated between the Pre-Closing Straddle Period and the Company Post-Closing Straddle Period on a pro rata basis by multiplying the total amount of such item for the Straddle Period by a fraction, the numerator of which is the number of calendar days in the Pre-Closing Straddle Period and the denominator of which is the number of calendar days in the Straddle Period. If a net operating loss results for a Pre-Closing Straddle Period upon an interim closing of the books as of the end of the day on the Closing Date, then the Buyer shall pay, pay or cause to be paid, all paid to the Sellers the net actual reduction in Income Taxes for the Post-Closing Straddle Period attributable to such net operating loss upon the filing of the relevant Straddle Period Tax Return (without regard to extensions). (iii) The Sellers shall cause the Company and its subsidiaries to properly and correctly prepare and timely file any and all Tax Returns, the due date of which (including extensions) is on or before the Closing Date. Such Tax Returns shall , which are required to be prepared by treating items filed for, by, on behalf of or with respect to the Company and its subsidiaries with the appropriate Taxing Authority and to pay to the appropriate Taxing Authority the amount of Taxes shown to be due on such Tax Returns in Returns. Sellers shall deliver a manner consistent with copy of any Tax Return required to be filed by it under this Section 4.13(a)(iii) to the past practices Buyer within ten (10) calendar days after filing such Tax Return. (A) The Seller Representative, on behalf of the Company and its subsidiaries, shall properly and correctly prepare or cause to be properly and correctly prepared (which may include direction to the Company or any of its subsidiaries that it undertake such preparation under the direction of the Seller Representative) the Income Tax Returns for the Company and its subsidiaries for the period (I) ending on December 31, 2005 (the “2005 Income Tax Returns”) and (II) commencing on January 1, 2005, and ending on and including the Closing Date (the “Stub Period Returns”). The Buyer and the Seller Representative acknowledge and agree that the Stub Period Returns will include deductions from the Company’s and its subsidiaries’ income for the items set forth on Schedule 4.13(a)(iv) (collectively, the “Deductions”). The Sellers will be entitled to any refunds or overpayments of Income Taxes with respect to such items, except Income Tax Returns when received. The Sellers will pay to the Buyer any increased Income Taxes payable by the Company as required by Lawthe result of any Deductions that are disallowed. At least fifteen (15) days prior The Buyer shall pay or cause to filing be paid all Income Taxes imposed on the Company and its subsidiaries shown as due and owing on such Income Tax Returns. The Sellers shall reimburse the Buyer for any such Income Taxes (or in the case of a Straddle Period (as defined above), Income Taxes attributable to the Pre-Closing Straddle Period (as described above)) paid, or caused to be paid, by the Buyer pursuant to the preceding sentence. (B) The Seller Representative may file the 2005 Income Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review Returns and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent Stub Period Returns at least five (5) days anytime prior to the due date for filing any thereof, including extensions; provided that the Seller Representative complies with the provisions of this Section 4.13(a)(iv)(B). The Seller Representative shall provide final drafts of each 2005 Income Tax Return and Stub Period Return to the Buyer for its review and approval (which approval will not be unreasonably withheld) not less than thirty (30) days prior to the date on which such 2005 Income Tax Return or Stub Period Return is due to be filed with the appropriate Governmental Body, including extensions. It will be unreasonable for the Buyer to withhold its approval of such Income Tax Return if the filing of such Tax ReturnReturn (or the reporting of any item thereon) would not subject the Buyer, Parent shall the Company or any of the Company’s subsidiaries, or any of their respective employees, officers, directors, managers, members or shareholders to any fine or penalty, and the reporting of such item is consistent with this Section 4.13(a). If the Buyer does not respond within twenty (20) days after delivery of such 2005 Income Tax Returns or Stub Period Returns, the Buyer will be deemed to have no comments to approved such Income Tax Returns. , and the Buyer shall timely file or cause to be timely filed such Income Tax Returns on behalf of the Company and its subsidiaries. If the Buyer, within twenty (b20) Parent days after delivery of such 2005 Income Tax Returns or Stub Period Returns, notifies the Seller Representative in writing that it objects to any item in any 2005 Income Tax Return or Stub Period Return, the Buyer and the Seller Representative shall prepare negotiate in good faith to attempt to resolve any issue arising as a result of such review. If the Seller Representative and the Buyer are unable to resolve such dispute by the earlier of (i) fifteen (15) days after Seller Representative’s receipt of the written notice of objection, or (ii) five (5) days before the due date for filing the Stub Period Returns or 2005 Income Tax Returns, then the Buyer shall timely file, or cause to be prepared and timely filed, all such Income Tax Returns; provided that (I) the Sellers’ obligations to reimburse the Buyer for Income Taxes shown as due and owing on such Income Tax Returns required will be determined by taking into account the resolution of such item and ignoring the reporting of such item on the Income Tax Return as filed and (II) the Buyer shall pay to the Sellers the excess (if any) of the (x) amount of Seller Refunds (as defined below) calculated by taking into account the resolution of such item and ignoring the reporting of such item on the Income Tax Returns as filed, over (y) amount of Seller Refunds calculated based on the Income Tax Returns as filed. Furthermore, the Seller Representative and the Buyer shall jointly engage the Accountant to make its final independent determination with respect to the items in dispute and the amounts related to those items, such determination to be consistent with Section 4.13(a). Any expenses relating to the engagement of the Accountant shall be shared equally by the Buyer, on the one hand, and the Sellers, on the other hand. The determination of the Accountant shall be final and binding on the Buyer and the Sellers. (C) Notwithstanding anything to the contrary herein, the Sellers will not be liable to any Buyer Party for any Income Taxes of the Company or any of its subsidiaries resulting from: (I) actions taken or caused to be taken by the Buyer or any of its Affiliates (including the Company or any of its subsidiaries) after the Closing on the Closing Date, (II) actions initiated by the Buyer at the Closing that are not contemplated by this Agreement or (III) the manner in which the Buyer or any of its Affiliates finances the transactions contemplated by this Agreement. (v) The Buyer, the Company and the Company’s subsidiaries shall carry back any item of loss, deduction, or credit (including any such items resulting from any Deductions) on the Stub Period Returns to the fullest extent permitted by Law (a “Carryback”), and the Seller Representative, on behalf of the Company and its subsidiaries shall prepare or cause to be prepared (which may include direction to the Company that it undertake such preparation under the direction of the Seller Representative) and the Buyer shall file or cause to be filed as soon as reasonably possible, any claim for refund (including by filing IRS Form 1139, IRS Form 4466 or any successor form, and any comparable foreign, state, or local forms) or amended Income Tax Returns to effect such Carryback as part of, and at the same time as, the preparation and filing of the Stub Period Returns (and the Buyer shall have the same review and approval rights described in Section 4.13(a)(iv)(A)). (vi) Any refund or credit of Income Taxes paid by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval or any of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable its subsidiaries for any period ending on or before the Closing Date (a “Pre-Closing Tax Period”), including refunds of Income Taxes that are received by the Buyer, the Company, or any of their respective Affiliates resulting from a Carryback (collectively, “Seller Refunds”) will be for the account of the Sellers. The Buyer shall, or shall cause its Affiliates to, forward to the Seller Representative, on behalf of the Sellers, any Seller Refunds within five days after such refund is received or in the case of a credit within five days after the credit is allowed or applied against other Income Tax liabilities. The parties shall treat any payments under the preceding sentence as an adjustment to the proceeds received by the Sellers pursuant to Article II, unless otherwise required by Law. Other than as provided in Section 4.13(a)(iv), at the Seller Representative’s request, the Buyer shall cooperate with the Seller Representative in obtaining such refunds or credit, including through the filing of amended Income Tax Returns or refund claims as prepared by the Seller Representative, at the Sellers’ expense. (vii) The Buyer shall cause to be properly and correctly prepared and timely filed each Income Tax Return for the Company and its subsidiaries for the Straddle Period with the appropriate Taxing Authority and to pay to the appropriate Taxing Authority the amount of Income Taxes shown to be due on such Income Tax Returns. With respect to an Income Tax Return covering a Straddle Period, the Buyer shall determine the portion of the Income Taxes shown as due on such Income Tax Return that is allocable to a Pre-Closing Straddle Period in accordance with Section 4.12(a)(ii), and set forth its calculation in a statement (“Statement”) prepared by the Buyer. The Buyer shall deliver a copy of any such Income Tax Return required to be filed by it pursuant to this Section 4.13(a)(vii) and any related Statement to the Seller Representative at least fifteen thirty (1530) calendar days before filing such Income Tax Return. (viii) All Income Tax Returns referred to in Section 4.13(a) shall, subject to Section 4.13(a)(iv), be prepared (x) on a basis consistent with past custom and practices of the Company and its subsidiaries to the extent permitted under applicable Law, and (y) to the extent any items are not covered by past practices, in accordance with reasonable Tax accounting practices. Without limiting the foregoing, the Income Tax Returns shall be prepared without making or changing any election, changing an annual accounting period (other than an annual accounting period that is terminated at the end of the day on the Closing Date as a result of the transactions contemplated by this Agreement under applicable Law or pursuant to Section 4.13(a)(i)), or adopting or changing any accounting method. (ix) The amount of Income Taxes shown to be due on any Income Tax Return and any Statement described in Section 4.13(a)(vii) shall be final and binding on the Sellers, unless Seller Representative shall have delivered to the Buyer (within twenty (20) days prior after the date of Seller Representative’s receipt of the Tax Return and any related Statement) a written report (the “Written Report”) containing all changes that Seller Representative proposes to filingmake to the Tax Return and any related Statement. The Buyer and Seller Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments undertake in good faith into to resolve any issues raised in any such Written Report before the due date (including any extension thereof) for filing the Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior Return and mutually consent to the filing of such Tax ReturnsReturn and, if applicable, to agree on the determination set forth in the Statement. If Seller Representative shall be deemed and the Buyer are unable to have no comments to such Tax Returns. resolve any dispute by the earlier of (ci) Not later than ten fifteen (1015) days prior to after Buyer’s receipt of Seller Representative’s Written Report, or (ii) five (5) days before the due date for filing of the payment of Taxes on Tax Return in question (including any Pre-Closing Tax Returns which Parent has extension thereof), Seller Representative and the responsibility Buyer shall jointly engage the Accountant to cause make its independent determination with respect to the items in dispute and the amounts related to those items, such determination to be filed pursuant consistent with Section 4.13(a)(vii). Any expenses relating to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination engagement of the Base Consideration), as reasonably determined Accountant shall be shared equally by Parent, due in respect of such Tax Returnsthe Buyer and the Sellers. The determination by the Accountant shall be final and binding on Buyer and Sellers. Notwithstanding the foregoing, Parent nothing in this Section 4.13(a)(ix) shall prohibit the Buyer from causing the timely filing of any Income Tax Returns required to be entitledfiled under Section 4.13(a)(vii), at but the Buyer shall file, or cause to be filed, amended Income Tax Returns to the extent necessary to reflect the Parties’ resolution pursuant to the procedures set forth in this Section 4.13(a)(ix). In the case of any Income Tax Return required to be filed by Buyer under Section 4.13(a)(vii), the Buyer shall pay or cause to be paid all Income Taxes imposed on the Company and its option, subsidiaries shown as due and owing on such Income Tax Returns. The Sellers shall reimburse the Buyer for any Income Taxes attributable to recover all or any portion of such the Pre-Closing Taxes from Straddle Period as determined pursuant to the Holdback Amount in accordance procedures described herein. (x) In connection with the principles set forth in Section 10.8(a). Not later than fifteen (15) days prior preparation of Tax Returns, audit examinations and any administrative or judicial proceedings relating to the due date of Tax liabilities imposed on the payment of such Taxes, Parent shall notify the Representative of (i) the amount of any such Company and its subsidiaries for all Pre-Closing Tax Periods or Straddle Periods, the Buyer, the Company and its subsidiaries, on the one hand, and Seller Representative, on the other hand, shall reasonably cooperate with each other, including the furnishing or making available during normal business hours of records, personnel (as reasonably required), books of accounts and other materials reasonably necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims by Taxing Authorities as to the imposition of Taxes; provided, however, the party requesting assistance shall pay the reasonable out-of-pocket expenses incurred by the party providing such assistance; provided, further, no party will be required to provide assistance at times or in amounts that would unreasonably interfere with the business and operations of such party. (xi) Neither the Buyer nor any of its Affiliates shall amend, refile, revoke or otherwise modify any Tax Return or Tax election of the Company or any of its subsidiaries relating or otherwise covering any period ending on or before the Closing Date that would, or would reasonably be expected to, increase Taxes and (ii) for which the method Sellers are responsible under this Agreement without the prior written consent of recovery from the Indemnifying PartiesSeller Representative, which consent will not be unreasonably withheld or delayed.

Tax Returns. (a) The At the Securityholders’ cost and expense, the Shareholders’ Representative shall prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall payprepare, or cause to be paid, all Taxes of the Company due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns. (b) Parent shall prepare and file, or cause to be prepared and filedprepared, all Tax Returns required to be filed by the Company after and the Closing Date Subsidiaries with respect to any Pre-Closing Tax Periods Period (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Company Prepared Tax Returns”), subject to the approval of the Represenative, which . Any such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election or any accounting method and, with respect to a taxable period ending on or before any such Tax Return due after the Closing Date Date, shall be submitted by the Shareholders’ Representative to Buyer (together with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least forty-five (545) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns. (c) Not later than ten (10) calendar days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay to Parent (based on each such Indemnifying Party’s Pro Rata Share) an amount in cash in the aggregate equal to the amount of Pre-Closing Taxes (to the extent not taken into account in the determination of the Base Consideration), as reasonably determined by Parent, due in respect of such Tax ReturnsReturn. Notwithstanding the foregoing, Parent the Shareholders’ Representative shall cause SCIOinspire Corp. to timely elect, pursuant to Revenue Procedure 2015-13, a one-year Code Section 481(a) adjustment period for all positive Code Section 481(a) adjustments required to be made in any taxable period that ends after the Closing Date, and which relate to a Pre-Closing Tax Period, and shall allocate such adjustment to the taxable period ending, or portion deemed to end, on the Closing Date. If Buyer objects to any item on any such Tax Return, it shall, within twenty (20) calendar days after delivery of such Tax Return, notify the Shareholders’ Representative in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be entitledduly delivered, at its optionthe Shareholders’ Representative and Buyer shall negotiate in good faith and use their commercially reasonable efforts to resolve such items. If the Shareholders’ Representative and Buyer are unable to reach such agreement within five (5) calendar days after receipt by the Shareholders’ Representative of such notice, the disputed items shall be resolved by the Independent Accountant and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty (20) calendar days of having the item referred to recover it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by the Shareholders’ Representative and then amended to reflect the Independent Accountant’s resolution. The costs, fees, and expenses of the Independent Accountant shall be borne equally by the Shareholders’ Representative and Buyer. Subject to Article 9, Securityholders shall pay all or Taxes attributable to any portion of Company Prepared Tax Returns, except to the extent and in such amount as such Pre-Closing Taxes from were taken into account as liabilities in the Holdback Amount in accordance calculation of Indebtedness. Buyer shall timely prepare, or cause to be prepared all Tax Returns required to be filed by the Company and the Subsidiaries with the principles set forth in Section 10.8(arespect to any Post-Closing Tax Period and Straddle Period (“Buyer Prepared Tax Returns”). Not later than fifteen Any such Buyer Prepared Tax Returns that reflect a Tax liability for which the Securityholders would be required to indemnify pursuant to Article 9 shall be prepared on a basis consistent with past practice (15unless otherwise required by Law), and Buyer shall present such Tax Returns to the Shareholders’ Representative for review at least forty five (45) calendar days prior to before the due date on which such Tax Returns are required to be filed. If the Shareholders’ Representative objects to any item on any such Tax Return, it shall, within twenty (20) calendar days after delivery of such Tax Return, notify Buyer in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, the Shareholders’ Representative and Buyer shall negotiate in good faith and use their commercially reasonable efforts to resolve such items. If the Shareholders’ Representative and Buyer are unable to reach such agreement within five (5) calendar days after receipt by the Shareholders’ Representative of such notice, the disputed items shall be resolved by the Independent Accountant and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty (20) calendar days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Buyer and then amended to reflect the Independent Accountant’s resolution. The costs, fees, and expenses of the payment of Independent Accountant shall be borne equally by the Shareholders’ Representative and Buyer. Subject to Article 9, Securityholders shall promptly pay to Buyer all Pre-Closing Taxes reflected on all filed Buyer Prepared Tax Returns, for which the Securityholders are responsible herein, except to the extent and in such Taxes, Parent shall notify the Representative of (i) the amount of any as such Pre-Closing Taxes were taken into account as liabilities in the calculation of Indebtedness. Buyer shall control all claims related to Buyer Prepared Tax Returns, except that in the case of a Straddle Period return, the Securityholders retain the option to participate in the defense of such Claims at their own costs and (ii) expense. In no event, shall Buyer agree to settle any claim relating to or include a Straddle Period for which the method Securityholders may be liable without the prior written consent of recovery from the Indemnifying PartiesShareholders’ Representative, which shall not be unreasonably withheld, conditioned or delayed.