Common use of Certain Tax Matters Clause in Contracts

Certain Tax Matters. During the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to (i) timely file all material Tax Returns (taking into account any applicable extensions) required to be filed by or on behalf of each such entity; (ii) timely pay all material Taxes due and payable or otherwise adequately provide for a reserve in the books and records and financial statements of any such entity in accordance with past practice for all Taxes payable but not yet due; (iii) promptly notify Parent of any material Actions that become pending against or with respect to the Company or any of its Subsidiaries in respect of any amount of Tax and not settle or compromise any material Tax liability without Parent’s prior written consent, which shall not be unreasonably withheld; and (iv) not make or change any material Tax election, change an annual accounting period, adopt or change any accounting method with respect to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, other than with Parent’s prior written consent or other than in the ordinary course of business consistent with past practice. Any Tax Returns described in this Section 4.01(e) shall be complete and correct in all material respects and shall be prepared on a basis consistent with the past practice of the Company. The Company shall notify Parent upon the filing of any such material Tax Return and shall make such Tax Returns available to Parent.

Certain Tax Matters. (i) During the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to (iA) timely file all material Tax Returns tax returns (taking into account any applicable extensions) required to be filed by or on behalf of each such entityentity ("Post-Signing Returns"); (iiB) timely pay all material Taxes taxes due and payable or otherwise adequately provide for payable; (C) accrue a reserve in the books and records and financial statements of any such entity in accordance with past practice for all Taxes taxes payable but not yet due; (iiiD) promptly notify Parent of any material Actions that become suit, claim, action, investigation, audit or similar proceeding (collectively, "Actions") pending against or with respect to the Company or any of its Subsidiaries in respect of any amount of Tax tax and not settle or compromise any material Tax tax liability in excess of $10 million for individual claims, or $50 million in the aggregate, without Parent’s 's prior written consent, which shall not be unreasonably withheld; and (ivE) not make or change any material Tax tax election, change an annual accounting period, adopt or change any accounting method with respect to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, other than with Parent’s 's prior written consent or other than in the ordinary course of business consistent with past practice; and (F) cause all existing tax sharing agreements, tax indemnity agreements and similar agreements, arrangements or practices to which the Company or any of its Subsidiaries is or may be a party or by which the Company or any of its Subsidiaries is or may otherwise be bound to be terminated as of the Closing Date so that after such date neither the Company nor any of its Subsidiaries shall have any further rights or liabilities thereunder. Any Tax Returns tax returns described in this Section 4.01(e4.01(d) shall be complete and correct in all material respects and shall be prepared on a basis consistent with the past practice of the CompanyCompany and in a manner that does not distort taxable income, including by deferring income or accelerating deductions. The Company shall notify Parent upon the filing of any such material Tax Return tax return and shall make such Tax Returns tax returns available to Parent.

Certain Tax Matters. During the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to (iA) timely file all material Tax Returns tax returns (taking into account any applicable extensions) required to be filed by or on behalf of each such entity; (iiB) timely pay all material Taxes taxes due and payable or otherwise adequately provide for payable; (C) accrue a reserve in the books and records and financial statements of any such entity in accordance with past practice for all Taxes taxes payable but not yet due; (iiiD) promptly notify Parent of any material Actions that become suit, claim, action, investigation, audit or similar proceeding (collectively, “Actions”) pending against or with respect to the Company or any of its Subsidiaries in respect of any amount of Tax tax and not settle or compromise any material Tax tax liability in excess of $10 million for individual claims, or $50 million in the aggregate, without Parent’s prior written consent, which shall not be unreasonably withheld; and (ivE) not make or change any material Tax tax election, change an annual accounting period, adopt or change any accounting method with respect to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, other than with Parent’s prior written consent or other than in the ordinary course of business consistent with past practice; and (F) cause all existing tax sharing agreements, tax indemnity agreements and similar agreements, arrangements or practices to which the Company or any of its Subsidiaries is or may be a party or by which the Company or any of its Subsidiaries is or may otherwise be bound to be terminated as of the Closing Date so that after such date neither the Company nor any of its Subsidiaries shall have any further rights or liabilities thereunder. Any Tax Returns tax returns described in this Section 4.01(e4.01(d) shall be complete and correct in all material respects and shall be prepared on a basis consistent with the past practice of the CompanyCompany and in a manner that does not distort taxable income, including by deferring income or accelerating deductions. The Company shall notify Parent upon the filing of any such material Tax Return tax return and shall make such Tax Returns tax returns available to Parent.

Certain Tax Matters. During the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to to, (i) timely file (without extensions) all material Tax Returns tax returns (taking into account any applicable extensions"Post-Signing Returns") required to be filed by or on behalf of each such entity; (ii) timely pay all material Taxes taxes due and payable or otherwise adequately provide for in respect of such Post-Signing Returns that are so filed; (iii) accrue a reserve in the books and records and financial statements of any such entity in accordance with past practice for all Taxes taxes payable but not yet dueby such entity for which no Post-Signing Return is due prior to the Effective Time; (iiiiv) promptly notify Parent of any material Actions that become suit, claim, action, investigation, proceeding or audit (collectively, "Actions") pending against or with respect to the Company or any of its Subsidiaries in respect of any material amount (individually or in the aggregate) of Tax tax and not settle or compromise any material Tax liability such Action without Parent’s prior written 's consent; provided, which that Parent's consent shall not be unreasonably withheld; and provided, further, that Parent must respond to the Company within ten business days following the receipt by Parent of written notice of any proposed settlement or compromise of any Action by the Company; (ivv) not make or change any material Tax election, change an annual accounting period, adopt or change any accounting method with respect to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, other than with Parent’s prior written consent or (other than in the ordinary course of business consistent with past practice), amend or revoke any material tax election or settle or compromise any material tax liability, other than as required by applicable law or with Parent's consent; (vi) not execute any waiver of restrictions on assessment or collection of any tax, other than with Parent's consent; and (vii) cause all existing tax sharing agreements, tax indemnity obligations and similar agreements, arrangements or practices with respect to taxes to which the Company or any of its Subsidiaries is or may be a party or by which the Company or any of its Subsidiaries is or may otherwise be bound to be terminated as of the Closing Date so that after such date neither the Company nor any of its Subsidiaries shall have any further rights or liabilities thereunder. Any Tax Returns tax returns described in this Section 4.01(e4.01(d) shall be complete and correct in all material respects and shall be prepared on a basis consistent with the past practice of the Companypractice. The Company shall notify promptly provide Parent upon the filing with copies of any such material Tax Return and shall make such Tax Returns available to ParentPost-Signing Returns, as Parent may reasonably request.

Certain Tax Matters. During the period from the date of this Agreement to the Effective Time, (i) the Company shall, and shall cause each of its Subsidiaries to (i) shall timely file all material Tax Returns tax returns (taking into account any applicable extensions“Post-Signing Returns”) required to be filed by or on behalf of each such entity; entity (ii) timely pay after taking into account any extensions), and all material Taxes due and payable or otherwise adequately provide for a reserve in the books and records and financial statements of any such entity in accordance with past practice for all Taxes payable but not yet due; (iii) promptly notify Parent of any material Actions that become pending against or with respect to the Company or any of its Subsidiaries in respect of any amount of Tax and not settle or compromise any material Tax liability without Parent’s prior written consent, which shall not be unreasonably withheld; and (iv) not make or change any material Tax election, change an annual accounting period, adopt or change any accounting method with respect to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, other than with Parent’s prior written consent or other than in the ordinary course of business consistent with past practice. Any Tax Post-Signing Returns described in this Section 4.01(e) shall be complete and correct in all material respects and shall be prepared on a basis consistent with the past practice of the Company. The Company and in a manner that does not distort taxable income (e.g., by deferring income or accelerating deductions); provided that no Post-Signing Returns shall be filed with any taxing authority without Parent’s written consent, which consent shall not be unreasonably witheld or delayed; (ii) the Company and each of its Subsidiaries shall timely pay all taxes due and payable; (iii) the Company will accrue a reserve in its books and records and financial statements in accordance with GAAP and past practice for all taxes payable by the Company or any of its Subsidiaries for which no Post-Signing Return is due prior to the Effective Time; (iv) the Company and each of its Subsidiaries will promptly notify Parent upon the filing of any suit, claim, action, investigation, proceeding or audit pending against or with respect to the Company or any of its Subsidiaries in respect of any material amount of tax and will not settle or compromise any such material Tax Return suit, claim, action, investigation, proceeding or audit without Parent’s prior written consent, which consent shall not be unreasonably withheld or delayed; (v) none of the Company or any of its Subsidiaries will make or change any tax election without Parent’s consent, which consent shall not be unreasonably withheld or delayed; and shall make such Tax Returns available to Parent(vi) the Company and each of its Subsidiaries will retain all books, documents and records necessary for the preparation of tax returns and reports and tax audits.

Certain Tax Matters. During the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to (ia) timely file all material Tax Returns (taking into account any applicable extensions) required to be filed by or on behalf of each such entity; (iib) timely pay all material Taxes due and payable or otherwise adequately provide for payable; (c) accrue a reserve in the books and records and financial statements of any such entity in accordance with past practice for all Taxes payable but not yet due; (iiid) promptly notify Parent of any material Actions that become pending against or with respect to the Company or any of its Subsidiaries in respect of any amount of Tax and not settle or compromise any material Tax liability without Parent’s prior written consent, which shall not be unreasonably withheld; (e) except in the ordinary course of business and consistent with past practice (i) not change any method of accounting; (ii) not file any amended Tax Return; (iii) not agree to an extension or waiver of the statute of limitations with respect to the assessment of determination of Taxes; and (iv) not make or change any material Tax election, change an annual accounting periodin each case, adopt or change any accounting method with respect to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, other than with without Parent’s prior written consent or other than in the ordinary course of business consistent with past practiceconsent, which shall not be unreasonably withheld. Any Tax Returns described in this Section 4.01(e) 5.03 shall be complete and correct in all material respects and shall be prepared on a basis consistent with the past practice of the Company. The Company shall notify Parent upon the filing of any such material Tax Return and shall make such Tax Returns available to Parent.

Certain Tax Matters. (i) During the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to to, (iA) timely file all material Tax Returns tax returns (taking into account any applicable extensions“Post-Signing Returns”) required to be filed by or on behalf of each such entity; (ii) entity and timely pay all material Taxes taxes due and payable in respect of such Post-Signing Returns that are so filed; (B) submit any Post-Signing Returns that are to be filed after the date of this Agreement to Parent for review prior to filing; provided, however, that any such review shall not delay the filing of such returns; (C) not take any position on such Post-Signing Returns that is inconsistent with past custom and practice unless required by GAAP or otherwise adequately provide for applicable law; (D) accrue a reserve in the books and records and financial statements of any such entity at such times and in such amounts as are in accordance with past practice for all Taxes taxes payable but not yet dueby such entity for which no Post-Signing Return is due prior to the Effective Time; (iiiE) promptly notify Parent of any material Actions tax-related suit, claim, action, investigation, proceeding or audit (collectively, “Actions”) that become is or becomes pending against or with respect to the Company or any of its Subsidiaries in respect of any amount of Tax and not settle or compromise any material Tax liability such Action without Parent’s prior written consent, consent (which consent shall not be unreasonably withheldwithheld or delayed); and (ivF) not make make, change or change rescind any tax election or settle or compromise any material Tax electiontax liability, change an annual accounting periodother than with Parent’s consent (which consent shall not be unreasonably withheld or delayed); (G) not, adopt or change any accounting method with respect to Taxesthe Company and each of its Subsidiaries, enter into without the prior written consent of Parent, change any closing agreementtax accounting period or method, file any amended tax return; (H) not surrender any right to claim a refund of Taxestaxes, nor consent to any extension or waiver of the limitation limitations period applicable to for the assessment of taxes; (I) not take any Tax claim action outside the ordinary course of business if taking such action would affect the tax of either the Company or assessment relating to any of its Subsidiaries after the Closing Date, other than with Parent’s consent (which consent shall not be unreasonably withheld or delayed); (J) not change the tax residency of the Company or any of its Subsidiaries; and (K) except with respect to those agreements listed under Section 4.01(n)(ix) of the Company Disclosure Letter, cause all existing tax sharing agreements, tax indemnity obligations and similar agreements, arrangements or take practices (“Tax-Related Agreements”) with respect to taxes to which the Company or any other similar action relating to of its Subsidiaries is or may be a party or by which the filing Company or any of any Tax Return its Subsidiaries is or the payment of any Tax, may otherwise be bound (other than with Parent’s prior written consent Tax-Related Agreements between or other than in among the ordinary course of business consistent with past practice. Any Tax Returns described in this Section 4.01(eCompany and its Subsidiaries) shall to be complete and correct in all material respects and shall be prepared on a basis consistent with the past practice terminated as of the Company. The Closing Date so that after such date neither the Company nor any of its Subsidiaries shall notify Parent upon the filing of have any such material Tax Return and shall make such Tax Returns available to Parentfurther rights or liabilities thereunder.

Certain Tax Matters. (i) During the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to to, (iA) timely file all material Tax Returns tax returns (taking into account any applicable extensions"Post-Signing Returns") required to be filed by or on behalf of each such entity; (iiB) timely pay all material Taxes taxes due and payable or otherwise adequately provide for payable; (C) accrue a reserve in the books and records and financial statements of any such entity in accordance with past practice for all Taxes taxes payable but not yet due; (iiiD) promptly notify Parent of any material Actions that become suit, claim, action, investigation, proceeding or audit (collectively, "Actions") pending against or with respect to the Company or any of its Subsidiaries in respect of any material amount of Tax tax and not settle or compromise any material Tax liability such Action without Parent’s prior written consent, which shall 's consent (such consent not to be unreasonably withheld, delayed or conditioned); and (ivE) not make or change any material Tax election, change an annual accounting period, adopt tax election or change settle or compromise any accounting method with respect to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, or take any other similar action relating to the filing of any Tax Return or the payment of any Taxmaterial tax liability, other than with Parent’s prior written 's consent (such consent not to be unreasonably withheld, delayed or conditioned) or other than in the ordinary course of business consistent business; and (F) cause all existing tax sharing agreements, tax indemnity obligations and similar agreements, arrangements or practices with past practicerespect to taxes to which the Company or any of its Subsidiaries is or may be a party or by which the Company or any of its Subsidiaries is or may otherwise be bound to be terminated as of the Closing Date so that after such date neither the Company nor any of its Subsidiaries shall have any further rights or liabilities thereunder. Any Tax Returns tax returns described in this Section 4.01(e4.01(d) shall be complete and correct in all material respects and shall be prepared on a basis consistent with the past practice of the Company. The Company shall notify Parent upon the filing of any such material Tax Return and shall make such Tax Returns available to Parent.

Certain Tax Matters. During the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to (i) timely file all material Tax Returns (taking into account any applicable extensions) required to be filed by or on behalf of each such entity; (ii) timely pay all material Taxes due and payable or otherwise adequately provide for a reserve in the books and records and financial statements of any such entity in accordance with past practice for all Taxes payable but not yet duepayable; (iii) promptly notify Parent of any material Actions that become pending against or with respect to the Company or any of its Subsidiaries in respect of any amount of Tax and not settle or compromise any material Tax liability without Parent’s prior written consent, consent (which shall not be unreasonably withheld); and (iv) not make or change any material Tax election, change an annual accounting period, adopt or change any accounting method or practice with respect to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, other than with Parent’s prior written consent (which shall not be unreasonably withheld) or other than in the ordinary course of business consistent with past practicepractice or other than as may be necessary to conform to changes in Tax Laws. Any Tax Returns described in this Section 4.01(e5.01(e) shall be complete and correct in all material respects and shall be prepared on a basis consistent with the past practice of the CompanyCompany except as may be necessary to conform to changes in Tax laws. The Company shall notify Parent upon the filing of any such material Tax Return and shall make such Tax Returns available to Parent.

Certain Tax Matters. During the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to to, (i) timely file all material Tax Returns tax returns (taking into account any applicable extensions"Post-Signing Returns") required to be filed by or on behalf of each such entity; (ii) timely pay all material Taxes taxes due and payable or otherwise adequately provide for in respect of such Post-Signing Returns that are so filed; (iii) accrue a reserve in the books and records and financial statements of any such entity in accordance with past practice for all Taxes taxes payable but not yet dueby such entity for which no Post-Signing Return is due prior to the Effective Time; (iiiiv) promptly notify Parent of any material Actions that become suit, claim, action, investigation, proceeding or audit (collectively, "Actions") pending against or with respect to the Company or any of its Subsidiaries in respect of any material amount of Tax tax and not settle or compromise any material Tax liability such Action without Parent’s prior written 's consent, which shall not be unreasonably withheld; and (ivv) not make or change any material Tax election, change an annual accounting period, adopt tax election or change settle or compromise any accounting method with respect to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, or take any other similar action relating to the filing of any Tax Return or the payment of any Taxmaterial tax liability, other than with Parent’s prior written 's consent or other than in the ordinary course of business consistent business; and (vi) cause all existing tax sharing agreements, tax indemnity obligations and similar agreements, arrangements or practices with past practicerespect to taxes to which the Company or any of its Subsidiaries is or may be a party or by which the Company or any of its Subsidiaries is or may otherwise be bound to be terminated as of the Closing Date so that after such date neither the Company nor any of its Subsidiaries shall have any further rights or liabilities thereunder. Any Tax Returns tax returns described in this Section 4.01(e4.01(d) shall be complete and correct in all material respects and shall be prepared on a basis consistent with the past practice of the Company. The Company and in a manner that does not distort taxable income (e.g. by deferring income or accelerating deductions), provided that no Post-Signing Returns shall notify Parent upon the filing of be filed with any such material Tax Return and shall make such Tax Returns available to taxing authority without Parent's prior written consent.

Certain Tax Matters. (i) During the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to to, (iA) timely file all material Tax Returns tax returns (taking into account any applicable extensions"Post-Signing Returns") required to be filed by or on behalf of each such entity; (iiB) timely pay all material Taxes taxes due and payable or otherwise adequately provide for in respect of such Post-Signing Returns that are so filed; (C) accrue a reserve in the books and records and financial statements of any such entity in accordance with past practice for all Taxes taxes payable but not yet dueby such entity for which no Post-Signing Return is due prior to the Effective Time; (iiiD) promptly notify Parent of any material Actions that become suit, claim, action, investigation, proceeding or audit (collectively, "Actions") pending against or with respect to the Company or any of its Subsidiaries in respect of any material amount of Tax tax and not settle or compromise any material Tax liability such Action without Parent’s prior written 's consent, which shall not be unreasonably withheld; and (ivE) not make or change any material Tax election, change an annual accounting period, adopt tax election or change settle or compromise any accounting method with respect to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, or take any other similar action relating to the filing of any Tax Return or the payment of any Taxmaterial tax liability, other than with Parent’s prior written 's consent or other than in the ordinary course of business consistent business; and (F) cause all existing tax sharing agreements, tax indemnity obligations and similar agreements, arrangements or practices with past practicerespect to taxes to which the Company or any of its Subsidiaries is or may be a party or by which the Company or any of its Subsidiaries is or may otherwise be bound to be terminated as of the Closing Date so that after such date neither the Company nor any of its Subsidiaries shall have any further rights or liabilities thereunder. Any Tax Returns tax returns described in this Section 4.01(e4.01(d) shall be complete and correct in all material respects and shall be prepared on a basis consistent with the past practice of the Company. The Company , provided that no Post-Signing Returns shall notify Parent upon the filing of be filed with any such material Tax Return and shall make such Tax Returns available to taxing authority without Parent's prior written consent.

Certain Tax Matters. During the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its the Company Subsidiaries to to, (i) timely file all material Tax Returns (taking into account any applicable extensions) required to be filed by or on behalf of each such entity; (ii) timely pay all material Taxes due and payable or otherwise adequately provide for a reserve in the books and records and financial statements of any such entity in accordance with past practice for all Taxes payable but not yet duepayable; (iii) promptly notify Parent of any material Actions that become pending against or with respect to the Company or any of its Subsidiaries in respect of any amount of Tax and not settle or compromise any material Tax liability without Parent’s prior written consent, which shall not be unreasonably withheld; and (iv) not make or change any material Tax election, change an any annual accounting period, adopt or change any accounting method or practice with respect to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its the Company Subsidiaries, or take any other similar action relating to the filing of amend any Tax Return or the payment of any Tax, other than with Parent’s prior written consent or (which shall not be unreasonably withheld), other than in the ordinary course of business consistent with past practice, or other than as may be necessary to conform to changes in Tax Laws. Any Tax Returns described in this Section 4.01(e5.01(e) shall be complete and correct in all material respects and shall be prepared on a basis consistent with the past practice of the Company, except as may be necessary to conform to changes in Tax Laws. The Company shall notify Parent upon the filing of any such material Tax Return and shall make such Tax Returns available to Parent.

Certain Tax Matters. During the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its the Company Subsidiaries to to, (i) timely file all material Tax Returns (taking into account any applicable extensions) required to be filed by or on behalf of each such entity; (ii) timely pay all material Taxes due and payable or otherwise adequately provide for a reserve in the books and records and financial statements of any such entity in accordance with past practice for all Taxes payable but not yet duepayable; (iii) promptly notify Parent of any material Actions that become pending against or with respect to the Company or any of its Subsidiaries in respect of any amount of Tax and not settle or compromise any material Tax liability without Parent’s prior written consent, which shall not be unreasonably withheldwithheld or delayed; and (iv) not make or change any material Tax election, change an any annual accounting period, adopt or change any accounting method or practice with respect to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its the Company Subsidiaries, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, other than with Parent’s prior written consent (which shall not be unreasonably withheld or delayed), other than in the ordinary course of business consistent with past practice, or other than as may be necessary to conform to changes in Tax Laws. Any Tax Returns described in this Section 4.01(e5.01(d) shall be complete and correct in all material respects and shall be prepared on a basis consistent with the past practice of the Company, except as may be necessary to conform to changes in Tax Laws. The Company shall notify Parent upon the filing of any such material Tax Return and shall make such Tax Returns available to Parent.

Certain Tax Matters. (i) During the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to to, (iA) timely file all material Tax Returns tax returns (taking into account any applicable extensions“Post-Signing Returns”) required to be filed by or on behalf of each such entity; (iiB) timely pay all material Taxes taxes due and payable or otherwise adequately provide for in respect of such Post-Signing Returns that are so filed; (C) accrue a reserve in the books and records and financial statements of any such entity in accordance with past practice for all Taxes taxes payable but not yet dueby such entity for which no Post-Signing Return is due prior to the Effective Time; (iiiD) promptly notify Parent of any material Actions that become suit, claim, action, investigation, proceeding or audit (collectively, “Actions”) pending against or with respect to the Company or any of its Subsidiaries in respect of any material amount of Tax tax and not settle or compromise any material Tax liability such Action without Parent’s prior written consent, which shall not be unreasonably withheld; and (ivE) not make or change any material Tax election, change an annual accounting period, adopt tax election or change settle or compromise any accounting method with respect to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, or take any other similar action relating to the filing of any Tax Return or the payment of any Taxmaterial tax liability, other than with Parent’s prior written consent or other than in the ordinary course of business consistent business; and (F) cause all existing tax sharing agreements, tax indemnity obligations and similar agreements, arrangements or practices with past practicerespect to taxes to which the Company or any of its Subsidiaries is or may be a party or by which the Company or any of its Subsidiaries is or may otherwise be bound to be terminated as of the Closing Date so that after such date neither the Company nor any of its Subsidiaries shall have any further rights or liabilities thereunder. Any Tax Returns tax returns described in this Section 4.01(e4.01(d) shall be complete and correct in all material respects and shall be prepared on a basis consistent with the past practice of the Company. The Company , provided that no Post-Signing Returns shall notify Parent upon the filing of be filed with any such material Tax Return and shall make such Tax Returns available to taxing authority without Parent’s prior written consent.

Certain Tax Matters. During the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to (i) timely file all material Tax Returns (taking into account any applicable extensions) required to be filed by or on behalf of each such entity; (ii) timely pay all material Taxes due and payable or otherwise adequately provide for a reserve in the books and records and financial statements of any such entity in accordance with past practice for all Taxes payable but not yet duepayable; (iii) promptly notify Parent of any material Actions that become pending against or with respect to the Company or any of its Subsidiaries in respect of any amount of Tax and not settle or compromise any material Tax liability without Parent’s prior written consent, which shall not be unreasonably withheld; and (iv) not make or change any material Tax election, change an annual accounting period, adopt or change any accounting method or practice with respect to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, other than with Parent’s prior written consent (which shall not be unreasonably withheld) or other than in the ordinary course of business consistent with past practicepractice or other than as may be necessary to conform to changes in Tax Laws. Any Tax Returns described in this Section 4.01(e5.01(e) shall be complete and correct in all material respects and shall be prepared on a basis consistent with the past practice of the CompanyCompany except as may 42 be necessary to conform to changes in Tax laws. The Company shall notify Parent upon the filing of any such material Tax Return and shall make such Tax Returns available to Parent.

Certain Tax Matters. (i) During the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to to, (iA) timely file all material Tax Returns tax returns (taking into account any applicable extensions"Post-Signing Returns") required to be filed by or on behalf of each such entity; (iiB) timely pay all material Taxes taxes due and payable or otherwise adequately provide for payable; (C) accrue a reserve in the books and records and financial statements of any such entity in accordance with past practice for all Taxes taxes payable but not yet due; (iiiD) promptly notify Parent of any material Actions suit, claim, action, investigation, proceeding or audit (collectively, "Actions") that become is or becomes pending against or with respect to the Company or any of its Subsidiaries in respect of any material amount of Tax tax and not settle or compromise any material Tax liability such Action without Parent’s prior written 's consent, which shall not be unreasonably withheld; and (ivE) not make or change any material Tax election, change an annual accounting period, adopt tax election or change settle or compromise any accounting method with respect to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, or take any other similar action relating to the filing of any Tax Return or the payment of any Taxmaterial tax liability, other than with Parent’s prior written 's consent or other than in the ordinary course of business consistent business; and (F) cause all existing tax sharing agreements, tax indemnity obligations and similar agreements, arrangements or practices with past practicerespect to taxes to which the Company or any of its Subsidiaries is or may be a party or by which the Company or any of its Subsidiaries is or may otherwise be bound to be terminated as of the Closing Date so that after such date neither the Company nor any of its Subsidiaries shall have any further rights or liabilities thereunder. Any Tax Returns tax returns described in this Section 4.01(e4.01(d) shall be complete and correct in all material respects and shall be prepared on a basis consistent with the past practice of the Company. The Company and in a manner that does not distort taxable income (e.g., by deferring income or accelerating deductions); provided that no Post-Signing Returns shall notify Parent upon the filing of be filed with any such material Tax Return and shall make such Tax Returns available to taxing authority without Parent's prior written consent.

Certain Tax Matters. During the period from the date of this Agreement to the earlier to occur of the termination of this Agreement, the Effective TimeTime and the Control Date, the Company shall, and shall cause each of its Subsidiaries to to, (i) prepare in a manner consistent with past practice and timely file all material Tax Returns tax returns (taking into account any applicable extensions“Post-Signing Returns”) required to be filed by or on behalf of each such entity; (ii) timely pay all material Taxes taxes due and payable or otherwise adequately provide for in respect of such Post-Signing Returns that are so filed; (iii) accrue a reserve in the books and records and financial statements of any such entity in accordance with past practice for all Taxes taxes payable but not yet dueby such entity for which no Post-Signing Return is due prior to the Effective Time; (iiiiv) promptly notify Parent of any material Actions that become suit, claim, action, investigation, proceeding or audit (collectively, “Actions”) pending against or with respect to the Company or any of its Subsidiaries in respect of any amount of Tax tax and not settle or compromise any material Tax liability such Action without Parent’s prior written consent, consent (which consent shall not be unreasonably withheld; and (iv) , delayed or conditioned), provided that Parent’s consent shall not make be required if the amount of the settlement or change compromise does not exceed in any material Tax election, change an annual accounting period, adopt or change any accounting method with respect to Taxes, enter into any closing agreement, surrender any right to claim a refund the amount specifically reserved by the Company in respect of Taxes, consent to any extension or waiver such Action in the books and records and financial statements of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, or take ; (v) not make any other similar action relating to the filing of any Tax Return or the payment of any Taxmaterial tax election, other than with Parent’s prior written consent or other than in the ordinary course of business those consistent with past practice. Any Tax Returns described practices, without Parent’s consent (which consent shall not be unreasonably withheld, delayed or conditioned); and (vi) with respect to the fees and expenses paid or payable by Company to brokers, investment bankers, accountants, financial advisors, legal counsel or other Persons retained by Company in connection with this Agreement, request such Persons to use commercially reasonable efforts to identify the portion of those fees paid or incurred to facilitate the transaction within the meaning of Section 4.01(e) shall be complete and correct in all material respects and shall be prepared on a basis consistent with the past practice 1.263(a)-5 of the Company. The Company shall notify Parent upon the filing of any such material Tax Return and shall make such Tax Returns available to ParentTreasury Regulations.

Certain Tax Matters. (a) During the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to to: (i) timely file all material Tax Returns (taking into account any applicable permitted extensions) required to be filed by or on behalf of each such entity; (ii) timely pay all material Taxes due and payable or otherwise adequately provide for payable; (iii) accrue a reserve in the books and records and financial statements of any such entity in accordance with past practice for all Taxes payable but not yet due; (iiiiv) promptly notify Parent of any material Actions that become pending against or with respect to the Company or any of its Subsidiaries in respect of any amount of Tax and not settle or compromise any material Tax liability without Parent’s prior written consent, which shall not be unreasonably withheld; and (ivv) except in the ordinary course of business and consistent with past practice, (A) not change any method of accounting, (B) not file any amended Tax Return or claim for refund, (C) not agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of any Taxes and (D) not make or change any material Tax election, change an annual accounting periodin each case, adopt or change any accounting method with respect to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, other than with without Parent’s prior written consent consent, which shall not be unreasonably withheld, conditioned or other than in the ordinary course of business consistent with past practicedelayed. Any Tax Returns described in this Section 4.01(e) 5.3 shall be complete and correct in all material respects and and, except as otherwise required by Law, shall be prepared on a basis consistent with the past practice of the CompanyCompany and its Subsidiaries. The Company shall notify Parent upon the filing of any such material Tax Return and shall make such Tax Returns available to Parent.

Certain Tax Matters. During the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to Company Subsidiary to, (i) timely file all material Tax Returns (taking into account any applicable extensions"POST-SIGNING RETURNS") required to be filed by or on behalf of each such entity; (ii) timely pay all material Taxes shown as due and payable or otherwise adequately provide for on such Post-Signing Returns that are so filed; (iii) accrue a reserve in the books and records and financial statements of any such 40 36 entity in accordance with past practice for all Taxes payable but not yet dueby such entity for which no Post-Signing Return is due prior to the Effective Time; (iiiiv) not make or change any material Tax elections; (v) promptly notify Parent of any Federal suit, claim, action, investigation, proceeding or audit, and any other material Actions that become suit, claim, action, investigation, proceeding or audit (collectively, "ACTIONS") pending against or with respect to the Company or any of its the Company Subsidiaries in respect of any amount of Tax liability for Taxes and not settle or compromise any material Tax liability such Action without Parent’s prior written consent, 's consent (which consent shall not be unreasonably withheldwithheld or delayed); and (ivvi) not make or change any material Tax election, change an annual accounting period, adopt or change any accounting method with respect use its reasonable best efforts to Taxes, enter into any closing agreement, surrender any right continue to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, other than with Parent’s prior written consent or other than in the ordinary course of business consistent with past practice. Any Tax Returns described in this Section 4.01(e) shall be complete and correct abide in all material respects by any representations made in ruling requests to the Internal Revenue Service, use its reasonable best efforts to pursue any material contractual rights that it may have that are in respect of ensuring that Battery and Agriculture also continue to abide by the representations made by Battery and Agriculture therein and, without the consent of Parent (which consent shall not be prepared on a basis consistent with unreasonably withheld or delayed), except as otherwise required pursuant to the past practice Tax sharing agreements, give no consents or permission to Battery or Agriculture to take any actions requiring the Company's consent by virtue of the Company. The Company shall notify Parent upon the filing of any such material Tax Return and shall make such Tax Returns available to Parentsharing agreements.

Certain Tax Matters. During the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to (i) timely file all material Tax Returns (taking into account any applicable extensions) required to be filed by or on behalf of each such entity; (ii) timely pay all material Taxes due and payable or otherwise adequately provide for a reserve in the books and records and financial statements of any such entity in accordance with past practice for all Taxes payable but not yet duepayable; (iii) promptly notify Parent of any material Actions that become pending against or with respect to the Company or any of its Subsidiaries in respect of any amount of Tax and not settle or compromise any material Tax liability without Parent’s prior written consent, which shall not be unreasonably withheld; and (iv) not make or change any material Tax election, change an annual accounting period, adopt or change any accounting method or practice with respect to Taxes, enter into any closing agreement, surrender any right to claim a refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, other than with Parent’s prior written consent (which shall not be unreasonably withheld) or other than in the ordinary course of business consistent with past practicepractice or other than as may be necessary to conform to changes in Tax Laws. Any Tax Returns described in this Section 4.01(e5.01(e) shall be complete and correct in all material respects and shall be prepared on a basis consistent with the past practice of the CompanyCompany except as may be necessary to conform to changes in Tax laws. The Company shall notify Parent upon the filing of any such material Tax Return and shall make such Tax Returns available to Parent.