Common use of Filing of Tax Returns Clause in Contracts

Filing of Tax Returns. (a) The Seller or its Affiliates shall prepare all Income Tax Returns required to be filed by or with respect to the Company and its Subsidiaries for any taxable periods ending on or before the Closing Date and file such Income Tax Returns required to be filed on or before the Closing Date. The Seller shall deliver to the Company a draft of any such Income Tax Return to be filed after the Closing Date for signature not later than twenty (20) days before the due date for such Income Tax Return and the Company or the appropriate Subsidiary shall cause an authorized officer to sign such Income Tax Return unless prohibited by law. The Purchaser shall prepare and timely file (i) all Income Tax Returns and sales and use Tax Returns required to be filed by or with respect to the Company and its Subsidiaries that are due after the Closing Date for any Straddle Period (the "Purchaser Straddle Returns") and all taxable periods beginning after the Closing Date and (ii) all Non-Income Tax Returns required to be filed by or with respect to the Company and its Subsidiaries that are due after the Closing Date. The Purchaser shall deliver to the Seller (A) a draft of any Purchaser Straddle Return and (B) a draft statement setting forth the Seller's pro rata portion of the Income Tax or sales and use Tax due, as applicable, with respect to the Purchaser Straddle Return as determined pursuant to Sections 7.01 and 7.02 (the "Purchaser Straddle Statement"), for comment and approval not later than forty (40) days before such Purchaser Straddle Returns are due. If, within ten (10) days after the receipt of such Purchaser Straddle Return, the Seller notifies the Purchaser that the Seller disagrees with the draft Purchaser Straddle Return or draft Purchaser Straddle Statement, then the Purchaser and the Seller shall attempt in good faith to resolve their disagreement within the ten (10) days following the Seller's notification to the Purchaser of such disagreement. If the Seller and the Purchaser cannot resolve their disagreement within ten (10) days following the Seller's notification, any dispute with respect to the amount reflected on the Purchaser Straddle Statement shall be submitted to an Independent Accountant for resolution within ten (10) days of such submission. The cost of the Independent Accountant shall be borne in accordance with the formula set forth in Section 2.06(e). The Seller shall pay to the Purchaser the amount reflected on the Purchaser Straddle Statement not more than ten (10) days after the receipt by the Seller of such Purchaser Straddle Return or, in the event of a disagreement between the Purchaser and the Seller regarding the Purchaser Straddle Return or the Purchaser Straddle Statement, within ten (10) days after the resolution of such disagreement.

Filing of Tax Returns. Except as otherwise provided herein, the Vendor will prepare and duly and timely file (ai) The Seller or its Affiliates shall prepare all Income Tax Returns required to be filed by or with respect to of Main Union and of the Company and its Subsidiaries for any taxable periods ending on or before the Closing Date and file such Income Tax Returns PRC Affiliate that are required to be filed on or before the Closing Completion Date. The Seller shall deliver to , (ii) all Tax Returns of Main Union and of the Company a draft of any such Income Tax Return PRC Affiliate that are required to be filed after the Closing Completion Date for signature not later than twenty (20) days any taxable period ending on or before the due date for such Income Tax Return Completion Date, and the Company or the appropriate Subsidiary shall cause an authorized officer to sign such Income Tax Return unless prohibited by law. The Purchaser shall prepare and timely file (iiii) all Income Tax Returns and sales and use Tax Returns required to be filed by or with respect to Transfer Taxes (collectively, “Vendor Returns”). All Vendor Returns shall be prepared on a basis consistent with the Company most recent tax returns of Main Union and its Subsidiaries the PRC Affiliate, unless the Vendor determines that are due after the Closing Date there is no substantial authority for any Straddle Period such position, and shall be true, correct, and complete in all material respects. Not later than thirty (the "Purchaser Straddle Returns"30) and all taxable periods beginning after the Closing Date and (ii) all Non-Income Tax Returns required to be filed by or with respect days prior to the Company due date for filing of a Vendor Return, the Vendor will provide the Purchaser with a copy of such Vendor Return. The Vendor will make such changes to any Vendor Return as the Purchaser may reasonably request, and its Subsidiaries that are due after will not file such Vendor Return without the Closing DatePurchaser’s consent, which will not be unreasonably withheld, conditioned, or delayed. The Purchaser shall deliver to the Seller (A) a draft of any Purchaser Straddle Return will prepare and (B) a draft statement setting forth the Seller's pro rata portion of the Income file all Tax or sales and use Tax dueReturns other than Vendor Returns; provided, as applicablehowever, with respect to the Purchaser Straddle Return as determined pursuant to Sections 7.01 and 7.02 (the "Purchaser Straddle Statement"), for comment and approval that not later than forty thirty (4030) days before such Purchaser prior to the due date for the filing of a Straddle Returns are due. IfPeriod Tax Return, within ten and not later than thirty (1030) days after prior to filing any amended Tax Return relating to a Pre-Completion Tax Period, the receipt Purchaser will provide the Vendor with a copy of such Purchaser Tax Return, will make such changes to the portions of the Tax Return that relate to the Pre-Completion Tax Period as the Vendor may reasonably request, and will not file such Tax Return without the Vendor’s consent, which will not be unreasonably withheld, conditioned, or delayed. In the case of a Straddle Period Tax Return, the Seller notifies the Purchaser that the Seller disagrees with the draft Purchaser Straddle Return or draft Purchaser Straddle Statement, then the Purchaser and the Seller shall attempt in good faith to resolve their disagreement within the ten (10) days following the Seller's notification to the Purchaser of such disagreement. If the Seller and the Purchaser cannot resolve their disagreement within ten (10) days following the Seller's notification, any dispute with respect to the amount reflected on the Purchaser Straddle Statement shall be submitted to an Independent Accountant for resolution within ten (10) days of such submission. The cost of the Independent Accountant shall be borne in accordance with the formula set forth in Section 2.06(e). The Seller shall Vendor will pay to the Purchaser the amount reflected on the Purchaser Straddle Statement Vendor’s share of any Taxes due with respect to such Tax Return (determined pursuant to Clauses 25.6 and 25.7 above) not more later than ten seven (107) days after prior to the receipt by the Seller of due date for filing such Purchaser Straddle Return or, in the event of a disagreement between the Purchaser and the Seller regarding the Purchaser Straddle Return or the Purchaser Straddle Statement, within ten (10) days after the resolution of such disagreementTax Return.

Filing of Tax Returns. (a) The Seller or its Affiliates Parent shall prepare and timely file, or cause to be prepared and timely filed, all Income Tax Returns required to be filed by or with respect to of the Company and each of its Subsidiaries for any taxable periods ending on Pre- Closing Tax Period or before the Closing Date and file such Income Tax Returns Straddle Period required to be filed on or before the Closing Date. The Seller shall deliver to the Company a draft of any such Income Tax Return to be filed after the Closing Date (such Tax Returns referred to herein as the “Parent-Prepared Tax Returns”). All Parent-Prepared Tax Returns relating solely to a Pre-Closing Tax Period shall be prepared at the sole expense of the Former Holders of Company Capital Stock and Exchanged Options. All Parent-Prepared Tax Returns shall be prepared in a manner consistent with the past practices of the Company and its Subsidiaries, except as otherwise required by applicable Law. All Tax Benefits shall be reported on applicable Income Tax Returns solely as Income Tax deductions of the Company and/or the Subsidiaries for signature the Pre-Closing Tax Period or allocated to the portion of the Straddle Period ending on the Closing Date and shall not later be treated or reported as Income Tax deductions for any period beginning after the Closing Date, including under Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) (or any comparable or similar provision under state or local Law) to the extent allowable by Law. If and to the extent that Former Holders of Company Capital Stock and Exchanged Options have any liability pursuant to Section 7.1(b) for the Taxes shown as due on any Parent-Prepared Tax Return (with copies of any relevant schedules, work papers and other documentation then available), Parent shall submit such Parent-Prepared Tax Return to the Shareholder Representatives for comment and review (i) not less than twenty twenty-five (2025) days before Business Days prior to the due date for the filing of such Tax Return in the case of a Parent-Prepared Tax Return that is an Income Tax Return and the Company or the appropriate Subsidiary shall cause an authorized officer to sign such Income Tax Return unless prohibited by law. The Purchaser shall prepare and timely file (i) all Income Tax Returns and sales and use Tax Returns required to be filed by or with respect to the Company and its Subsidiaries that are due after the Closing Date for any Straddle Period (the "Purchaser Straddle Returns") and all taxable periods beginning after the Closing Date Return, and (ii) all Non-Income Tax Returns required to be filed by or with respect to the Company and its Subsidiaries that are due after the Closing Date. The Purchaser shall deliver to the Seller (A) a draft of any Purchaser Straddle Return and (B) a draft statement setting forth the Seller's pro rata portion of the Income Tax or sales and use Tax due, as applicable, with respect to the Purchaser Straddle Return as determined pursuant to Sections 7.01 and 7.02 (the "Purchaser Straddle Statement"), for comment and approval not later than forty (40) days before such Purchaser Straddle Returns are due. If, within ten (10) days after the receipt of such Purchaser Straddle Return, the Seller notifies the Purchaser that the Seller disagrees with the draft Purchaser Straddle Return or draft Purchaser Straddle Statement, then the Purchaser and the Seller shall attempt in good faith to resolve their disagreement within the ten (10) days following the Seller's notification to the Purchaser of such disagreement. If the Seller and the Purchaser cannot resolve their disagreement within ten (10) days following the Seller's notification, any dispute with respect to the amount reflected on the Purchaser Straddle Statement shall be submitted to an Independent Accountant for resolution within ten (10) days of such submission. The cost of the Independent Accountant shall be borne in accordance with the formula set forth in Section 2.06(e). The Seller shall pay to the Purchaser the amount reflected on the Purchaser Straddle Statement not more less than ten (10) days after Business Days prior to the receipt due date for the filing of such Tax Return in the case of a Parent-Prepared Tax Return that is not an Income Tax Return. Parent shall make (or cause to be made) any changes to such Parent-Prepared Tax Returns reasonably requested in writing by the Seller of such Purchaser Straddle Return or, in the event of a disagreement between the Purchaser and the Seller regarding the Purchaser Straddle Return or the Purchaser Straddle Statement, within Shareholder Representatives no later than (x) ten (10) days after Business Days prior to the resolution date on which such Parent- Prepared Tax Return that is an Income Tax Return is required to be filed, and (y) five (5) Business Days prior to the date on which such Parent-Prepared Tax Return that is an Income Tax Return is required to be filed. The Former Holders of Company Capital Stock and Exchanged Options shall promptly pay to Parent all Pre-Closing Taxes reflected on all filed Parent-Prepared Tax Returns, except to the extent and in such disagreement.amount as such Pre-Closing Taxes were taken into account as

Filing of Tax Returns. Stockholder shall timely file or --------------------- cause to be timely filed when due (ataking into account all extensions properly obtained) The Seller or its Affiliates shall prepare all Income Tax Returns that are required to be filed by or with respect to the Company and its Subsidiaries for any taxable periods ending on or before prior to the Closing Date and Stockholder shall remit or cause to be remitted any Taxes due in respect of such Tax Returns, and Buyer shall timely file such Income or cause to be timely filed when due (taking into account all extensions properly obtained) all Tax Returns required to be filed on or before the Closing Date. The Seller shall deliver to the Company a draft of any such Income Tax Return to be filed after the Closing Date for signature not later than twenty (20) days before the due date for such Income Tax Return and the Company or the appropriate Subsidiary shall cause an authorized officer to sign such Income Tax Return unless prohibited by law. The Purchaser shall prepare and timely file (i) all Income Tax Returns and sales and use Tax Returns that are required to be filed by or with respect to the Company and its Subsidiaries that are due after the Closing Date for any Straddle Period (the "Purchaser Straddle Returns") and all taxable periods beginning after the Closing Date and (ii) all Non-Income Buyer shall remit or cause to be remitted any Taxes due in respect of such Tax Returns Returns. Any Tax Return required to be filed by or with respect to the Company and its Subsidiaries that are due after the Closing Date. The Purchaser shall deliver to the Seller (A) a draft of any Purchaser Straddle Return and (B) a draft statement setting forth the Seller's pro rata portion of the Income Tax or sales and use Tax due, as applicable, with respect to the Purchaser Straddle Return as determined Buyer pursuant to Sections 7.01 and 7.02 (the "Purchaser Straddle Statement"), this Section 11.2 relating in ------------ whole or in part to Taxes for comment and which Stockholder is liable pursuant to Section ------- 11.1 shall be submitted to Stockholder for Stockholder's approval not later than forty (40) ---- 30 days before such Purchaser Straddle Returns are due. If, within ten (10) days after prior to the receipt due date for the filing of such Purchaser Straddle Tax Return. Stockholder or Buyer shall pay the other party for the Taxes for which Stockholder or Buyer, respectively, is liable pursuant to Section 11.1 but which are payable with any Tax Return to be ------------ filed by the Seller notifies other party pursuant to this Section 11.2 upon the Purchaser that written request ------------- of the Seller disagrees with party entitled to payment, setting forth in detail the draft Purchaser Straddle Return computation of the amount owed by Stockholder or draft Purchaser Straddle StatementBuyer, then as the Purchaser and the Seller shall attempt case may be, but in good faith to resolve their disagreement within the ten (10) no event later than 10 days following the Seller's notification prior to the Purchaser due date for the filing of such disagreementTax Return. If the Seller and the Purchaser cannot resolve their disagreement within ten (10) days following the Seller's notification, any dispute with respect All Tax Returns which Stockholder is required to the amount reflected on the Purchaser Straddle Statement shall file or cause to be submitted to an Independent Accountant for resolution within ten (10) days of such submission. The cost of the Independent Accountant shall be borne filed in accordance with this Section 11.2 shall be prepared and filed in a manner consistent with ------------ past practice and, on such Tax Returns, no position shall be taken, elections made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including, but not limited to, positions which would have the formula set forth in Section 2.06(eeffect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Stockholder are liable). The Seller shall pay to the Purchaser the amount reflected on the Purchaser Straddle Statement not more than ten (10) days after the receipt by the Seller of such Purchaser Straddle Return or, in the event of a disagreement between the Purchaser and the Seller regarding the Purchaser Straddle Return or the Purchaser Straddle Statement, within ten (10) days after the resolution of such disagreement.

Filing of Tax Returns. (a) The Seller To the extent permitted by Law, the Shareholders shall include the Companies and the Partnership in the federal and state income tax returns of the Shareholders and the consolidated or its Affiliates shall prepare all Income Tax Returns required to be unitary state income tax returns filed by the Shareholders or the Companies or the Partnership, consistent with respect past practices, for periods prior to the Company and its Subsidiaries for any taxable periods ending on or before including the Closing Date and shall include the activity of the Companies and the Partnership up through and including the Closing Date in such returns. The returns shall be prepared by the Shareholders' Representatives and Xxxxxx Xxxxxx & XxXxxxxx LLP, on a basis consistent with past practices and shall not make or change any election applicable to any of the Shareholders or the Partnership without Chiquita's written consent (which shall not be unreasonably withheld or delayed). The Companies shall pay fees in the amount of $15,000 to Xxxxxx Xxxxxx & XxXxxxxx LLP on the Closing Date as full payment for the engagement of Xxxxxx Xxxxxx & XxXxxxxx LLP to prepare such returns. The Shareholders Representatives shall provide Xxxxxxxx with separate pro forma returns for the Companies and the Partnership not less than thirty (30) days prior to the filing date or the expiration of any permissible extension thereof and accommodate reasonable comments made by Xxxxxxxx within fifteen (15) days after the delivery of such proforma returns to the Shareholders. Xxxxxxxx shall sign and timely file such Income Tax Returns required to be filed returns with the appropriate taxing authorities. The Shareholders Representatives, with the assistance of the Shareholders, shall prepare books and working papers (including a closing of the books) which will clearly demonstrate the income and activities of each Company for the period ending on or before the Closing Date and any partial period ending on the Closing Date. The Seller Xxxxxxxx shall deliver to include the Company a draft activity of any such Income Tax Return to be filed after the Closing Date Companies for signature not later than twenty (20) days before the due date for such Income Tax Return and the Company or the appropriate Subsidiary shall cause an authorized officer to sign such Income Tax Return unless prohibited by law. The Purchaser shall prepare and timely file (i) all Income Tax Returns and sales and use Tax Returns required to be filed by or with respect to the Company and its Subsidiaries that are due after the Closing Date for any Straddle Period (the "Purchaser Straddle Returns") and all taxable periods beginning after the Closing Date in the consolidated federal income tax return filed by Xxxxxxxx. As set forth in this Agreement in more detail below, the Shareholders Representatives shall prepare any and (ii) all Non-Income final Tax Returns required to be filed by of the Companies and the Partnership for taxable periods which ended on or with respect prior to the Company Closing Date (other than federal and its Subsidiaries that are due after state income tax returns) (hereinafter the "Final Pre-Closing DatePeriod Other Tax Returns"). The Purchaser Shareholders Representatives shall deliver to prepare and file all such Final Pre-Closing Period Other Tax Returns on a basis consistent with the Seller (A) a draft of any Purchaser Straddle Return and (B) a draft statement setting forth the Seller's pro rata portion Tax returns of the Income Tax or sales Companies and use Tax due, as applicablethe Partnership for all previous years. Notwithstanding the foregoing, with respect to the Purchaser Straddle Final Pre-Closing Period Other Tax Returns, to the extent there are any new elections to be made by any of the Companies or the Partnership or tax return positions with respect to new issues to be taken by any of the Companies or the Partnership which have not been previously addressed in any of the Companies' or the Partnership's prior tax returns, the Shareholders Representatives shall give Xxxxxxxx notice of such event and Xxxxxxxx shall be entitled to instruct the Shareholders as to whether or not to make any such elections or take any such tax return position in the Final Pre-Closing Period Other Tax Returns that the Shareholders Representatives are preparing. The Shareholders Representatives shall deliver each Final Pre-Closing Period Other Tax Return as determined pursuant to Sections 7.01 and 7.02 Xxxxxxxx no later than thirty (30) days prior to the "Purchaser Straddle Statement"due date of such return or any permissible extension thereof for Chiquita's review. Xxxxxxxx shall review, approve (which approval may not be unreasonably withheld), sign and timely file such Tax return with the appropriate taxing authority. Xxxxxxxx or the Companies shall be responsible for comment and approval not shall make the payment of any remaining taxes due with the return, if any; provided, however, if Xxxxxxxx shall object to the return as prepared, Xxxxxxxx shall so notify the Shareholders Representatives in writing no later than forty fifteen (40) days before such Purchaser Straddle Returns are due. If, within ten (1015) days after such return has been delivered to Xxxxxxxx as to the receipt nature of such Purchaser Straddle Return, objection. If the Seller notifies the Purchaser that the Seller disagrees with the draft Purchaser Straddle Return or draft Purchaser Straddle Statement, then the Purchaser and the Seller shall attempt in good faith parties are unable to resolve their disagreement within differences regarding the ten (10) days following preparation of the Seller's notification return, the Companies' accountants shall review the returns and any related workpapers and position papers of the parties and decide how the tax return should properly be filed, provided that the Companies' accountants shall take into account that such returns must be prepared on a basis consistent with prior tax returns subject to any elections by Xxxxxxxx pursuant to the Purchaser immediately preceding paragraph. The determination of such disagreementthe Companies' accountants shall be binding on the parties. If Notwithstanding anything in this Agreement to the Seller contrary, if Xxxxxxxx or any of the Companies or the Partnership files any return which is inconsistent with the return as prepared by the Shareholders Representatives, as mutually agreed by the Shareholders Representatives and Xxxxxxxx, or as determined by the Purchaser cannot resolve their disagreement within ten (10) days following Companies' accountants, as the Seller's notificationcase may be, Xxxxxxxx shall no longer have any dispute right to reimbursement pursuant to this Agreement with respect to any Taxes or other damages arising out of, or related to, the amount reflected item or issues so altered on such tax return. Xxxxxxxx shall prepare and file all other Tax returns of the Purchaser Straddle Statement Companies and the Partnership which have not yet been filed prior to the Closing Date and shall be submitted to an Independent Accountant responsible for and make any remaining tax payments due with such returns, if any. Any expenses incurred by the parties in connection with the use of the Companies' accountants in connection with a resolution within ten (10) days of such submissiona dispute under this Article shall be shared equally by Xxxxxxxx and the Shareholders. The cost portion of those expenses payable by the Independent Accountant Shareholders shall be borne in accordance with paid initially by Xxxxxxxx, subject to a right of Xxxxxxxx to reimbursement for such expenses thereafter: first from the formula set forth in Section 2.06(e). The Seller shall pay to the Purchaser the amount reflected on the Purchaser Straddle Statement not more than ten (10) days after the receipt by the Seller of such Purchaser Straddle Return orExpenses Funds; second, in the event of a disagreement between the Purchaser Expenses Funds are exhausted, from the Initial Payment Funds; and third, in the Seller regarding event the Purchaser Straddle Return or Initial Payment Funds are exhausted, from the Purchaser Straddle Statement, within ten (10) days after the resolution of such disagreementShareholders in accordance with their respective Shareholder's Shares.

Filing of Tax Returns. (a) The Seller Except as otherwise provided in this Section 9.2, Sellers’ Representative shall prepare, or its Affiliates shall prepare cause to be prepared, all Income Tax Returns required to be filed by or with respect to of the Company and its Subsidiaries Companies for any taxable periods ending on or before and including the Closing Date and file such Income Tax Returns required to be that have not been filed on or before the Closing Date. The Seller shall deliver to the Company a draft of any such Income Tax Return to be filed after by the Closing Date for signature not later than twenty (20) “Pre-Closing Tax Returns”). Sellers’ Representative shall prepare, or cause to be prepared, the Pre-Closing Tax Returns in a manner consistent with their past practice. At least thirty days before the due date for of each such Income Tax Return (including extensions), Sellers’ Representative shall (a) forward a copy of the Tax Return and any supporting workpapers and schedules thereto to Buyer and (b) pay to Buyer by wire transfer of immediately available funds to the Company bank account designated by Buyer an amount of cash equal to the amount of Taxes shown as due on such Tax Returns as allocated to Sellers under Section 9.1. Buyer shall have an opportunity to review such Tax Returns, workpapers, and schedules, and shall sign and file such Tax Returns when Buyer is reasonably satisfied that neither Buyer nor any of its employees or the appropriate Subsidiary shall cause agents will incur any fines, penalties or similar sanctions in connection with such filing, it being understood and agreed that if Buyer receives an authorized officer opinion from a nationally recognized accounting firm that such accounting firm would be willing to sign such Income Tax Return unless prohibited by lawas prepared, Buyer shall file such Tax Return promptly and without modification. The Purchaser Such Tax Returns shall not be amended without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. Sellers shall prepare or cause to be prepared all Tax Returns that require any Company to be included in such Tax Returns for any Pre-Closing Tax Period. Sellers shall prepare and timely file (i) all Income such Tax Returns and sales and use on a basis that is consistent with their prior practices. Buyer shall prepare all Tax Returns required to be filed by or with respect to for periods that begin during the Company Pre-Closing Tax Period and its Subsidiaries that are due end after the Closing Date (“Straddle Tax Returns”). Thirty days prior to the final due date (including extensions) of each Straddle Tax Return, Buyer shall forward a copy of such Straddle Tax Return and any supporting workpapers and schedules thereto to Sellers’s Representative who shall distribute to each of the Sellers for any their review and comments. At least fifteen days before the due date (including extensions) of each Straddle Period (Tax Return, Sellers shall pay to Buyer by wire transfer of immediately available funds to the "Purchaser bank account designated by Buyer an amount of cash equal to the amount of Taxes shown as due on such Straddle Returns") and all taxable periods beginning after the Closing Date and (ii) all Non-Income Tax Returns required attributable to the Pre-Closing Tax Period allocated to Sellers pursuant to Section 9.1. Buyer and Sellers agree to file, or cause to be filed by or with respect to filed, all relevant Tax Returns on the Company basis that the purchase and its Subsidiaries that are due after sale contemplated herein shall occur for Tax purposes as of the close of business on the Closing Date. The Purchaser shall deliver to , unless the Seller (A) relevant Tax authority will not accept a draft of any Purchaser Straddle Tax Return and (B) a draft statement setting forth the Seller's pro rata portion of the Income Tax or sales and use Tax due, as applicable, with respect to the Purchaser Straddle Return as determined pursuant to Sections 7.01 and 7.02 (the "Purchaser Straddle Statement"), for comment and approval not later than forty (40) days before such Purchaser Straddle Returns are due. If, within ten (10) days after the receipt of such Purchaser Straddle Return, the Seller notifies the Purchaser filed on that the Seller disagrees with the draft Purchaser Straddle Return or draft Purchaser Straddle Statement, then the Purchaser and the Seller shall attempt in good faith to resolve their disagreement within the ten (10) days following the Seller's notification to the Purchaser of such disagreement. If the Seller and the Purchaser cannot resolve their disagreement within ten (10) days following the Seller's notification, any dispute with respect to the amount reflected on the Purchaser Straddle Statement shall be submitted to an Independent Accountant for resolution within ten (10) days of such submission. The cost of the Independent Accountant shall be borne in accordance with the formula set forth in Section 2.06(e). The Seller shall pay to the Purchaser the amount reflected on the Purchaser Straddle Statement not more than ten (10) days after the receipt by the Seller of such Purchaser Straddle Return or, in the event of a disagreement between the Purchaser and the Seller regarding the Purchaser Straddle Return or the Purchaser Straddle Statement, within ten (10) days after the resolution of such disagreementbasis.

Filing of Tax Returns. The Sellers agree to prepare or cause to be prepared all Tax Returns relating to the Assets and the Business for all Tax periods ending on or before the Closing Date. Buyer will prepare or cause to be prepared and file in a timely manner all Tax Returns (a) The Seller or its Affiliates shall prepare all other than Income Tax Returns required Returns) relating to the Assets and the Business for a Straddle Period. In case of any such Tax Return prepared by Buyer that relates to a Straddle Period or which could otherwise result in a Tax indemnification obligation for any Seller (a “Seller-Reviewed Return”), at least thirty (30) days prior to the due date for filing such Tax Return (taking into account extensions of time to file), Buyer will deliver a draft of such Seller-Reviewed Tax Return to Sellers to provide Sellers with an opportunity to review and reasonably comment on such Seller-Reviewed Tax Return. Buyer will revise such Seller-Reviewed Tax Return to take into account any reasonable comments made by Sellers to such Seller-Reviewed Tax Return and will cause such Seller-Reviewed Tax Return to be timely filed and will provide a copy to Sellers. In case of any such Tax Return (other than an Income Tax Return) prepared by or with respect to the Company and its Subsidiaries Sellers for any taxable tax periods ending on or before the Closing Date (a “Buyer-Reviewed Return”), at least thirty (30) days prior to the due date for filing such Tax Return (taking into account extensions of time to file), Sellers will deliver a draft of such Buyer-Reviewed Tax Return to Buyer to provide Buyer with an opportunity to review and file reasonably comment on such Income Buyer-Reviewed Tax Return. Sellers will revise such Buyer-Reviewed Tax Return to take into ​ ​ account any reasonable comments made by Buyer to such Buyer-Reviewed Tax Return and will cause such Buyer-Reviewed Tax Return to be timely filed and will provide a copy to Buyer. Notwithstanding the foregoing, any Tax Returns relating to sales, use, payroll, or other Taxes that are required to be filed on contemporaneously with, or before the Closing Date. The Seller shall deliver to the Company a draft of any such Income Tax Return to be filed after the Closing Date for signature not later than twenty (20) days before the due date for such Income Tax Return and the Company or the appropriate Subsidiary shall cause an authorized officer to sign such Income Tax Return unless prohibited by law. The Purchaser shall prepare and timely file (i) all Income Tax Returns and sales and use Tax Returns required to be filed by or with respect to the Company and its Subsidiaries that are due after the Closing Date for any Straddle Period (the "Purchaser Straddle Returns") and all taxable periods beginning after the Closing Date and (ii) all Non-Income Tax Returns required to be filed by or with respect to the Company and its Subsidiaries that are due after the Closing Date. The Purchaser shall deliver to the Seller (A) a draft of any Purchaser Straddle Return and (B) a draft statement setting forth the Seller's pro rata portion of the Income Tax or sales and use Tax due, as applicable, with respect to the Purchaser Straddle Return as determined pursuant to Sections 7.01 and 7.02 (the "Purchaser Straddle Statement"), for comment and approval not later than forty (40) days before such Purchaser Straddle Returns are due. If, within ten (10) days after the receipt of such Purchaser Straddle Returnpromptly after, the Seller notifies the Purchaser that the Seller disagrees with the draft Purchaser Straddle Return or draft Purchaser Straddle Statementclose of a Tax period, then the Purchaser shall be provided only as quickly as commercially practicable and the Seller Buyer and Sellers shall attempt act in good faith to resolve their disagreement within the ten (10) days following the Seller's notification to the Purchaser of such disagreement. If the Seller and the Purchaser cannot resolve their disagreement within ten (10) days following the Seller's notification, any dispute with respect to the amount reflected on the Purchaser Straddle Statement shall comments that may be submitted to an Independent Accountant for resolution within ten (10) days of such submission. The cost of the Independent Accountant shall be borne in accordance with the formula set forth in Section 2.06(e). The Seller shall pay to the Purchaser the amount reflected on the Purchaser Straddle Statement not more than ten (10) days after the receipt provided by the Seller of other party to such Purchaser Straddle Return or, in the event of a disagreement between the Purchaser and the Seller regarding the Purchaser Straddle Return or the Purchaser Straddle Statement, within ten (10) days after the resolution of such disagreement.Tax Returns. ​

Filing of Tax Returns. (a) The Seller Stockholders shall file or its Affiliates shall prepare cause to be filed when due all Income Tax Returns that are required to be filed by or with respect to the Company and its Subsidiaries for any taxable periods ending on Seller Period, and the Stockholders shall remit or before the Closing Date cause to be remitted any Taxes due in respect of such Tax Returns, and CLARCOR shall file such Income Tax Returns required or cause to be filed on or before the Closing Date. The Seller shall deliver to the Company a draft of any such Income Tax Return to be filed after the Closing Date for signature not later than twenty (20) days before the when due date for such Income Tax Return and the Company or the appropriate Subsidiary shall cause an authorized officer to sign such Income Tax Return unless prohibited by law. The Purchaser shall prepare and timely file (i) all Income Tax Returns and sales and use Tax Returns that are required to be filed by or with respect to the Company and its Subsidiaries that are due after the Closing Date for any Buyer Period or Straddle Period (the "Purchaser Straddle and, except as provided in Section 11.1(a) above, CLARCOR shall remit or cause to be remitted any Taxes due in respect of such Tax Returns") and all taxable periods beginning after the Closing Date and (ii) all Non-Income . Any Tax Returns Return required to be filed by CLARCOR pursuant to this Section 11.2 relating in whole or with respect in part to Taxes for which the Stockholders are liable pursuant to Section 11.1 shall be submitted to the Company and its Subsidiaries that are due after Stockholders for the Closing Date. The Purchaser shall deliver to the Seller (A) a draft of any Purchaser Straddle Return and (B) a draft statement setting forth the Seller's pro rata portion of the Income Tax or sales and use Tax due, as applicable, with respect to the Purchaser Straddle Return as determined pursuant to Sections 7.01 and 7.02 (the "Purchaser Straddle Statement"), for comment and Stockholders’ approval not later than forty (40) 30 days before such Purchaser Straddle Returns are due. If, within ten (10) days after prior to the receipt due date for the filing of such Purchaser Straddle Tax Return, including extensions. The Stockholders or CLARCOR shall pay the Seller notifies other party for the Purchaser that Taxes for which the Seller disagrees Stockholders or CLARCOR, respectively, are liable pursuant to Section 11.1 but which are payable with any Tax Return to be filed by the draft Purchaser Straddle Return other party pursuant to this Section 11.2 upon the written request of the party entitled to payment, setting forth in detail the computation of the amount owed by the Stockholders or draft Purchaser Straddle StatementCLARCOR, then as the Purchaser and the Seller shall attempt case may be, but in good faith to resolve their disagreement within the ten (10) 84 no event earlier than 15 days following the Seller's notification prior to the Purchaser due date for the filing of such disagreementTax Return, including extensions. If All Tax Returns which the Seller Stockholders are required to file or cause to be filed in accordance with this Section 11.2 shall be prepared and filed in a manner consistent with past practice and, on such Tax Returns, no position shall be taken, elections made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including, but not limited to, positions which would have the Purchaser cannot resolve their disagreement within ten (10effect of deferring income to periods for which CLARCOR is liable or accelerating deductions to periods for which the Stockholders are liable) days following the Seller's notification, any dispute with respect to the amount reflected on the Purchaser Straddle Statement and shall be submitted to an Independent Accountant CLARCOR as a courtesy not later than 30 days prior to the due date for resolution within ten (10) days the filing of such submissionTax Returns, including extensions. The cost of the Independent Accountant shall All Tax Returns which CLARCOR is required to file or cause to be borne filed in accordance with this Section 11.2 in any Straddle Period shall be prepared and filed in a manner consistent with past practice and, in such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods. In the formula set forth in event a Section 2.06(e). The Seller shall pay to 338(h)(10) Election is made, all income realized by the Purchaser the amount reflected Company on the Purchaser Straddle Statement Closing Date shall be reported by the Stockholders on their Federal income tax returns. CLARCOR and Buyer covenant that they will conduct the business of the Company on the Closing Date in its usual and ordinary course and will not more than ten (10) days after cause or permit the Company to engage in any transaction on such date that would accelerate the receipt by of income or entitlement to deductions that otherwise would have been realized following the Seller of such Purchaser Straddle Return or, in the event of a disagreement between the Purchaser and the Seller regarding the Purchaser Straddle Return or the Purchaser Straddle Statement, within ten (10) days after the resolution of such disagreementClosing Date.

Filing of Tax Returns. (a) The Seller or its Affiliates Company shall prepare all Income Tax Returns required or cause to be prepared and file or cause to be filed by or with respect to the Company and its Subsidiaries for any taxable periods ending on or before the Closing Date and file such Income all Tax Returns for the Business Entities or the Related Consolidated Entities that are required to be filed on or before prior to the Closing Date. The Seller , and the Member Representative shall prepare or cause to be prepared and file or cause to be filed all income Tax Returns for the Business Entities or the Related Consolidated Entities that are filed after the Closing Date with respect to any Pre-Closing Tax Period ending on or prior to the Closing Date; provided that, with respect to each material income Tax Return to be filed by the Member Representative after the Closing Date, the Member Representative shall deliver to the Company a draft of such Tax Return to Parent no later than thirty (30) days prior to the due date thereof (after giving effect to any extensions for filing), and the Member Representative shall make such revisions to such Tax Returns as are reasonably requested by Parent; provided that to the extent any such Income Tax Return is required to be filed within thirty (30) days after the Closing Date, the Member Representative shall deliver such Tax Return to Parent as soon as possible following the Closing Date, and sufficiently in advance of filing that Parent shall have a reasonable opportunity to review and comment on such Tax Return. Parent shall prepare or cause to be prepared and file or cause to be filed all other Tax Returns for the Business Entities or the Related Consolidated Entities that are required to be filed after the Closing Date for signature not Date; provided that, with respect to each Tax Return that relates or could reasonably relate to the payment of Indemnified Taxes and that involves a tax liability obligation of $100,000 or more, and each income Tax Return that relates to a Straddle Period, Parent shall deliver a draft of such Tax Return to the Member Representative no later than twenty thirty (2030) days before prior to the due date thereof (after giving effect to any extensions for filing), and Parent shall make such Income revisions to such Tax Returns as are reasonably requested by the Member Representative; provided that, to the extent any such Tax Return and the Company or the appropriate Subsidiary shall cause an authorized officer to sign such Income Tax Return unless prohibited by law. The Purchaser shall prepare and timely file (i) all Income Tax Returns and sales and use Tax Returns is required to be filed by or with respect to the Company and its Subsidiaries that are due after the Closing Date for any Straddle Period within thirty (the "Purchaser Straddle Returns"30) and all taxable periods beginning after the Closing Date and (ii) all Non-Income Tax Returns required to be filed by or with respect to the Company and its Subsidiaries that are due days after the Closing Date. The Purchaser , Parent shall deliver such Tax Return to the Seller (A) Member Representative as soon as possible following the Closing Date, and sufficiently in advance of filing that the Member Representative shall have a draft of any Purchaser Straddle Return reasonable opportunity to review and (B) comment on such Tax Return. All such Tax Returns shall be prepared on a draft statement setting forth the Seller's pro rata portion basis consistent with past practice, procedures and accounting methods of the Income relevant Business Entities and Related Consolidated Entities, unless prohibited by applicable Tax or sales and use Tax due, as applicable, with respect to the Purchaser Straddle Return as determined pursuant to Sections 7.01 and 7.02 (the "Purchaser Straddle Statement"), for comment and approval not later than forty (40) days before such Purchaser Straddle Returns are due. If, within ten (10) days after the receipt of such Purchaser Straddle Return, the Seller notifies the Purchaser that the Seller disagrees with the draft Purchaser Straddle Return or draft Purchaser Straddle Statement, then the Purchaser and the Seller shall attempt in good faith to resolve their disagreement within the ten (10) days following the Seller's notification to the Purchaser of such disagreement. If the Seller and the Purchaser cannot resolve their disagreement within ten (10) days following the Seller's notification, any dispute with respect to the amount reflected on the Purchaser Straddle Statement shall be submitted to an Independent Accountant for resolution within ten (10) days of such submission. The cost of the Independent Accountant shall be borne in accordance with the formula set forth in Section 2.06(e). The Seller shall pay to the Purchaser the amount reflected on the Purchaser Straddle Statement not more than ten (10) days after the receipt by the Seller of such Purchaser Straddle Return or, in the event of a disagreement between the Purchaser and the Seller regarding the Purchaser Straddle Return or the Purchaser Straddle Statement, within ten (10) days after the resolution of such disagreementLaw.

Filing of Tax Returns. (a) The Seller or its Affiliates shall prepare all Income All Tax Returns required to be filed by Wind River or with respect to the Company and any of its Subsidiaries for any taxable periods ending on or before the Closing Date and file such Income Tax Returns required to be filed on or before the Closing Date. The Seller shall deliver to the Company a draft of any such Income Tax Return to be filed after the Closing Date with respect to any taxable period ending on or prior to the Closing Date will be filed by Wind River or the applicable Subsidiary when due (taking into account extensions). Any such Tax Return shall be prepared or caused to be prepared by the Trusts, in a manner consistent with past practices (including any elections and accounting methods, except to the extent required by Law or to the extent counsel for signature the Trusts renders a legal opinion, in form and substance reasonably satisfactory to Cayman Purchaser and the Trusts, that a Tax Return cannot later than twenty be so prepared and filed without being subject to penalties) and shall be submitted by the Trusts to Cayman Purchaser (20) together with schedules, statements and, to the extent requested by Cayman Purchaser, supporting documentation, including any Tax Returns, statements and supporting documentation prepared on a pro forma basis for any Subsidiary that is included in a Tax Return filed on a consolidated, combined or unitary basis for such taxable period at least 20 business days before prior to the due date for (including extensions) of such Income Tax Return. Cayman Purchaser shall have the right to review all work papers and procedures used to prepare any such Tax Return. If Cayman Purchaser, within 10 business days after delivery of a copy of such Tax Return, notifies the Trusts in writing that it objects to any items in such Tax Return (approval not to be unreasonably withheld), the disputed items shall be resolved (within a reasonable time, taking into account the deadline for filing such Tax Return) by KPMG LLP (Philadelphia Office) or Deloitte & Touche LLP (Philadelphia Office), such firm to be chosen by and mutually acceptable to both Cayman Purchaser and the Company or Trusts. Upon resolution of all such items, the appropriate Subsidiary shall cause an authorized officer to sign such Income relevant Tax Return unless prohibited by lawshall be adjusted to reflect such resolution and shall be binding upon the parties without further adjustment. The final Tax Return will then be submitted to Wind River to execute and file. The costs, fees and expenses of such accounting firm shall be borne equally by Cayman Purchaser and the Trusts. The Trusts shall prepare and timely not cause Wind River or any Subsidiary to file (i) all Income any amended Tax Returns and sales and use Return without the prior written consent of Cayman Purchaser. All Tax Returns required to be filed by Wind River or with respect to the Company and any of its Subsidiaries that are due for any taxable period ending after the Closing Date for shall be prepared at the direction of Cayman Purchaser; provided, that, in the case of any Straddle Period (the "Purchaser Straddle Returns") taxable period that begins before and all taxable periods beginning ends after the Closing Date Date, (i) the Trusts shall be entitled to review and approve such Tax Returns, such approval not to be unreasonably withheld, conditioned or delayed and (ii) all Non-Income any dispute relating to such Tax Returns required to shall be filed by or with respect resolved in the manner described in this Section 9.02. Anything in this Section 9.02 to the Company and its Subsidiaries that are due after contrary notwithstanding, except as otherwise required by Law, any income Tax Return of Wind River for the Closing Date. The Purchaser shall deliver to the Seller "S short year" (Aas defined in Section 1362(e) a draft of any Purchaser Straddle Return and (B) a draft statement setting forth the Seller's pro rata portion of the Income Tax Code) shall be prepared on the basis of a closing of the books and Wind River and the Trusts will execute any elections or sales and use Tax due, as applicable, consents required in connection with respect to the Purchaser Straddle Return as determined pursuant to Sections 7.01 and 7.02 (the "Purchaser Straddle Statement"), for comment and approval not later than forty (40) days before such Purchaser Straddle Returns are due. If, within ten (10) days after the receipt filing of such Purchaser Straddle Return, the Seller notifies the Purchaser that the Seller disagrees with the draft Purchaser Straddle Return or draft Purchaser Straddle Statement, then the Purchaser and the Seller shall attempt in good faith to resolve their disagreement within the ten (10) days following the Seller's notification to the Purchaser of Tax Returns on such disagreement. If the Seller and the Purchaser cannot resolve their disagreement within ten (10) days following the Seller's notification, any dispute with respect to the amount reflected on the Purchaser Straddle Statement shall be submitted to an Independent Accountant for resolution within ten (10) days of such submission. The cost of the Independent Accountant shall be borne in accordance with the formula set forth in Section 2.06(e). The Seller shall pay to the Purchaser the amount reflected on the Purchaser Straddle Statement not more than ten (10) days after the receipt by the Seller of such Purchaser Straddle Return or, in the event of a disagreement between the Purchaser and the Seller regarding the Purchaser Straddle Return or the Purchaser Straddle Statement, within ten (10) days after the resolution of such disagreementbasis.

Filing of Tax Returns. (a) The Seller or its Affiliates Securityholders’ Representative shall prepare or cause to be prepared (i) all Income Tax Returns required to be filed by or with respect to for the Company Surviving Entity and its the Subsidiaries for any all taxable periods ending on or before the Closing Date and file such Income Tax Returns required prior to be filed on or before the Closing Date. The Seller shall deliver to the Company a draft of any such Income Tax Return to be filed after the Closing Date for signature not later than twenty (20) days before the due date for such Income Tax Return and the Company or the appropriate Subsidiary shall cause an authorized officer to sign such Income Tax Return unless prohibited by law. The Purchaser shall prepare and timely file (i) all Income Tax Returns and sales and use Tax Returns required to be filed by or with respect to the Company and its Subsidiaries that are due after the Closing Date for any Straddle Period (the "Purchaser Straddle Returns") and all taxable periods beginning after the Closing Date and (ii) all Non-Income the final U.S. federal consolidated income Tax Returns required to be filed by or with respect to Return which includes the Company and its Subsidiaries that are due after the Closing Date. The Purchaser shall deliver to the Seller (A) a draft of any Purchaser Straddle Return and (B) a draft statement setting forth the Seller's pro rata portion of the Income Tax or sales and use Tax due, as applicable, with respect to the Purchaser Straddle taxable year ending at the end of the day on the Closing Date (such consolidated income Tax return the “Consolidated Tax Return”). All such Tax Returns shall be prepared and filed in a manner consistent with the past practice of the Company and its Subsidiaries unless otherwise required by applicable Law. At least thirty (30) days prior to the date on which each such Tax Return as determined pursuant is filed, the Securityholders’ Representative shall submit such Tax Return to Sections 7.01 Parent for its review and 7.02 (comment. Parent shall provide any written comments to the "Purchaser Straddle Statement"), for comment and approval Securityholders’ Representative not later than forty (40) days before such Purchaser Straddle Returns are due. If, within ten (10) days after the receipt of receiving any such Purchaser Straddle Return, the Seller notifies the Purchaser that the Seller disagrees with the draft Purchaser Straddle Tax Return or draft Purchaser Straddle Statementthe Consolidated Tax Return and, then if written comments are not provided within ten (10) days, Parent shall be deemed to have accepted such Tax Return or the Purchaser and the Seller Consolidated Tax Return. The parties shall attempt in good faith to resolve their disagreement within any dispute with respect to such Tax Return or the Consolidated Tax Return. If the parties are unable to resolve any such dispute at least ten (10) days following the Seller's notification prior to the Purchaser of date on which such disagreementTax Return or the Consolidated Tax Return must be filed, the dispute shall be referred to the Independent Accounting Firm for resolution and the fees shall be shared one-half by the Securityholders’ Representative and one-half by Parent. If the Seller Independent Accounting Firm is unable to resolve any such dispute prior to the date on which any such Tax Return or the Consolidated Tax Return must be filed, such Tax Return shall be filed as prepared by Parent (or, in the case of the Consolidated Tax Return, the Securityholders’ Representative) subject to amendment, if necessary, to reflect the resolution of the dispute by the Independent Accounting Firm. Parent shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Surviving Entity and the Purchaser cannot resolve their disagreement within ten Subsidiaries for any Straddle Period. At least thirty (1030) days following the Seller's notification, any dispute with respect prior to the amount reflected date on which each such Tax Return is filed, Parent shall submit such Tax Return to the Purchaser Straddle Statement shall be submitted to an Independent Accountant Securityholders’ Representative for resolution within ten (10) days of such submissionits review and comment. The cost of the Independent Accountant Securityholders’ Representative shall be borne in accordance with the formula set forth in Section 2.06(e). The Seller shall pay provide any written comments to the Purchaser the amount reflected on the Purchaser Straddle Statement Parent not more later than ten (10) days after the receipt by the Seller of receiving any such Purchaser Straddle Tax Return orand, in the event of a disagreement between the Purchaser and the Seller regarding the Purchaser Straddle Return or the Purchaser Straddle Statement, if written comments are not provided within ten (10) days, the Securityholders’ Representative shall be deemed to have accepted such Tax Return. The parties shall attempt in good faith to resolve any dispute with respect to such Tax Return. If the parties are unable to resolve any such dispute at least ten (10) days after prior to the date on which such Tax Return must be filed, the dispute shall be referred to the Independent Accounting Firm for resolution and the fees shall be shared one-half by the Securityholders’ Representative and one-half by Parent. If the Independent Accounting Firm is unable to resolve any such dispute prior to the date on which any such Tax Return must be filed, such Tax Return shall be filed as prepared by Parent subject to amendment, if necessary, to reflect the resolution of the dispute by the Independent Accounting Firm. No Party shall file any Tax Return for the Surviving Entity or the Subsidiaries for any period ending prior to or including the Closing Date (including the Consolidated Tax Return) except pursuant to the procedures set forth in this Section 5.7(a). The Securityholders’ Representative (and, to the extent the Securityholders’ Representative Amount has been exhausted, the Securityholders) shall pay and shall be responsible for payment of all Taxes allocable to any Pre-Closing Tax Period shown as due on any Tax Returns prepared pursuant to this Section 5.7(a) to Parent no later than five (5) days prior to the date on which such disagreementTax Return must be filed. The payments due under the preceding sentence shall be paid by the Securityholders’ Representative from the Securityholders’ Representative Amount; provided that if the Securityholders’ Representative Amount has been exhausted and a balance remains for Tax payments due under the preceding sentence, the Securityholders will have a several, and not joint, liability for payment of such balance to the extent of its Pro Rata Share; provided, further, that (i) with respect to holders of Company Capital Stock, Parent may recover such amounts directly from the holders of Company Capital Stock or through the Escrow Fund at Parent’s sole discretion and (ii) with respect to any other Securityholders, Parent’s sole recovery will be through the Escrow Fund. For the avoidance of doubt, in no event will any Securityholder be liable under the preceding sentence for an amount in excess of its Pro Rata Share.

Filing of Tax Returns. (a) The To the extent permitted by Law, Seller or its Affiliates shall prepare all Income Tax Returns required to be filed by or with respect to include the Company and its the Subsidiaries in the consolidated federal and consolidated or unitary state income tax returns filed by Seller for any taxable periods ending on or before prior to and including the Closing Date and file such Income Tax Returns required to be filed on or before shall include the activity of the Company and the Subsidiaries up through and including the Closing DateDate in such returns. The Seller returns shall deliver be prepared on a basis consistent with past practices and shall not make or change any election applicable to the Company or any Subsidiary without Purchaser's written consent. Seller shall provide the Company with separate pro forma returns for the Company and the Subsidiaries not less than thirty (30) days prior to the filing date and accommodate reasonable comments made by the Company within fifteen (15) days after the delivery of such proforma returns to the Company. Seller, with the 54 60 assistance of the Company, shall prepare books and working papers (including a draft closing of any such Income Tax Return to be filed after the books) which will clearly demonstrate the income and activities of the Company and the Subsidiaries for the period ending on the Closing Date for signature not later than twenty (20) days before the due date for such Income Tax Return and the Company or the appropriate Subsidiary shall cause an authorized officer to sign such Income Tax Return unless prohibited by lawany Pre-Closing Partial Period. The Purchaser shall prepare and timely file (i) all Income Tax Returns and sales and use Tax Returns required to be filed by or with respect to include the activity of the Company and its the Subsidiaries that are due after the Closing Date for any Straddle Period (the "Purchaser Straddle Returns") and all taxable periods beginning after the Closing Date and (ii) all Non-Income Tax Returns required to be in the consolidated federal income tax return filed by or with respect Purchaser. As set forth in this Agreement in more detail below, Seller shall prepare any and all Final Pre-Closing Period Tax Returns, as well as any Income and Property Tax returns of the Company for taxable periods which begin prior to the Company Closing Date and its Subsidiaries that are due which end after the Closing DateDate (the "Final Stand Alone Tax Returns") (the Final Pre-Closing Period Tax Returns and the Final Stand Alone Tax Returns in the aggregate shall be referred to as the "Final Income and Property Tax Returns"). The Purchaser Seller shall deliver prepare and file all Final Pre-Closing Period Tax Returns on a basis consistent with the Income and Property Tax returns of the Company for all previous years. Subject to the Seller (A) a draft of any Purchaser Straddle Return and (B) a draft statement setting forth the Seller's pro rata portion right, if any, to any tax sharing payments pursuant to Section 9.2 of this Agreement, Seller shall pay the amount, if any, due with such Final Pre-Closing Period Tax Returns. Seller shall prepare all Final Stand Alone Tax Returns on a basis consistent with the Income and Property Tax returns of the Income Tax or sales and use Tax due, as applicableCompany for all previous years. Notwithstanding the foregoing, with respect to the Final Stand Alone Tax Returns, to the extent there are any new elections to be made by the Company or tax returns positions with respect to new issues to be taken by the Company which have not been previously addressed in the Company's prior tax returns, Seller shall give Purchaser Straddle notice of such event and Purchaser shall be entitled to instruct Seller as to whether or not to make any such elections or take any such tax return position in the Final Stand Alone Tax Returns that Seller is preparing. Seller shall deliver each Final Stand Alone Tax Return as determined pursuant to Sections 7.01 and 7.02 Purchaser no later than thirty (30) days prior to the "due date of such return for Purchaser's review. Purchaser Straddle Statement"shall review, approve (which approval may not be unreasonably withheld), sign and timely file such tax return with the appropriate taxing authority. Purchaser or the Company shall be responsible for comment and approval shall make the payment of any remaining taxes due with the return, if any; provided, however, Seller shall deliver to Company any payments made with respect to such returns under any tax sharing arrangement to the extent such amounts were not delivered to the respective taxing authorities. If Purchaser shall object to the return as prepared, Purchaser shall so notify Seller in writing no later than forty fifteen (40) days before such Purchaser Straddle Returns are due. If, within ten (1015) days after such return has been delivered to Purchaser as to the receipt nature of such Purchaser Straddle Return, objection. If the Seller notifies the Purchaser that the Seller disagrees with the draft Purchaser Straddle Return or draft Purchaser Straddle Statement, then the Purchaser and the Seller shall attempt in good faith parties are unable to resolve their disagreement within differences regarding the ten (10) days following the Seller's notification to the Purchaser of such disagreement. If the Seller and the Purchaser cannot resolve their disagreement within ten (10) days following the Seller's notification, any dispute with respect to the amount reflected on the Purchaser Straddle Statement shall be submitted to an Independent Accountant for resolution within ten (10) days of such submission. The cost preparation of the Independent Accountant return, then Company's Accountants shall be borne in accordance with review the formula set forth in Section 2.06(e). The Seller shall pay to the Purchaser the amount reflected on the Purchaser Straddle Statement not more than ten (10) days after the receipt by the Seller of such Purchaser Straddle Return or, in the event of a disagreement between the Purchaser returns and the Seller regarding the Purchaser Straddle Return or the Purchaser Straddle Statement, within ten (10) days after the resolution of such disagreement.any related

Filing of Tax Returns. (a) The Seller or its Affiliates Company shall prepare or cause to be prepared (on a basis consistent with past tax returns of the Company, unless otherwise required by Law), and shall duly and timely file all Income Tax Returns of the Company that are required (taking into account extensions of time) to be filed by on or prior to the Closing Date. The Company shall pay all Taxes due with respect to such Tax Returns. Parent shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Company, unless otherwise required by Law) and timely file or cause to be timely filed all Tax Returns of the Company and its Subsidiaries for any taxable Tax periods that include, and end after, the Closing Date (each such period, a “Straddle Period”) and all Tax Returns for Tax periods ending on or before the Closing Date and file such Income Tax Returns that are not required to be filed on or before the Closing Date. The Seller shall deliver to the Company a draft of any such Income Tax Return to be filed after the Closing Date for signature not later than twenty (20) days before the due date for such Income Tax Return and the Company or the appropriate Subsidiary shall cause an authorized officer to sign such Income Tax Return unless prohibited by law. The Purchaser shall prepare and timely file (i) all Income Tax Returns and sales and use Tax Returns required to be filed by or with respect to the Company and its Subsidiaries that are due after the Closing Date for any Straddle Period (the "Purchaser Straddle Returns") and all taxable periods beginning after the Closing Date and (ii) all Non-Income Tax Returns required to be filed by or with respect to the Company and its Subsidiaries that are due until after the Closing Date. The Purchaser Parent shall deliver permit the Stockholders’ Representative at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall consider in good faith any comments made by the Stockholders’ Representative. Surviving Corporation shall pay all Taxes due with respect to such Tax Returns (provided that (i) Stockholders’ Representative shall pay to Company, at least two days prior to the Seller (A) a draft date payment of any Purchaser Straddle Return and (B) a draft statement setting forth such Taxes are due, an amount equal to the Seller's pro rata portion of the Income Taxes due that is attributable to Pre-Closing Tax or sales and use Tax due, as applicable, with respect to the Purchaser Straddle Return as Periods (determined pursuant to Sections 7.01 and 7.02 (the "Purchaser Straddle Statement"), for comment and approval not later than forty (40) days before such Purchaser Straddle Returns are due. If, within ten (10) days after the receipt of such Purchaser Straddle Return, the Seller notifies the Purchaser that the Seller disagrees with the draft Purchaser Straddle Return or draft Purchaser Straddle Statement, then the Purchaser and the Seller shall attempt in good faith to resolve their disagreement within the ten (10) days following the Seller's notification to the Purchaser of such disagreement. If the Seller and the Purchaser cannot resolve their disagreement within ten (10) days following the Seller's notification, any dispute with respect to the amount reflected on the Purchaser Straddle Statement shall be submitted to an Independent Accountant for resolution within ten (10) days of such submission. The cost of the Independent Accountant shall be borne in accordance with the formula principles set forth in Section 2.06(e6A.5(d)), and (ii) Surviving Corporation shall retain its rights to indemnification for such Taxes under Section 7.2). The Seller shall pay Parent and the Stockholders’ Representative agree to cause the Purchaser Surviving Corporation to file all Tax Returns with respect to Taxes based upon or related to income or receipts for the amount reflected periods including the Closing Date on the Purchaser Straddle Statement basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Taxing Authority will not more than ten (10) days after the receipt by the Seller of such Purchaser Straddle accept a Tax Return or, in the event of a disagreement between the Purchaser and the Seller regarding the Purchaser Straddle Return or the Purchaser Straddle Statement, within ten (10) days after the resolution of such disagreementfiled on that basis.

Filing of Tax Returns. (a) The To the extent permitted by Law, Seller or its Affiliates shall prepare all Income Tax Returns required to be filed by or with respect to include the Company and its the Subsidiaries in the consolidated federal and consolidated or unitary state income tax returns filed by Seller for any taxable periods ending on or before prior to and including the Closing Date and file such Income Tax Returns required to be filed on or before shall include the activity of the Company and the Subsidiaries up through and including the Closing DateDate in such returns. The Seller returns shall deliver be prepared on a basis consistent with past practices and shall not make or change any election applicable to the Company or any Subsidiary without Purchaser's written consent. Seller shall provide the Company with separate pro forma returns for the Company and the Subsidiaries not less than thirty (30) days prior to the filing date and accommodate reasonable comments made by the Company within fifteen (15) days after the delivery of such proforma returns to the Company. Seller, with the assistance of the Company, shall prepare books and working papers (including a draft closing of any such Income Tax Return to be filed after the books) which will clearly demonstrate the income and activities of the Company and the Subsidiaries for the period ending on the Closing Date for signature not later than twenty (20) days before the due date for such Income Tax Return and the Company or the appropriate Subsidiary shall cause an authorized officer to sign such Income Tax Return unless prohibited by lawany Pre-Closing Partial Period. The Purchaser shall prepare and timely file (i) all Income Tax Returns and sales and use Tax Returns required to be filed by or with respect to include the activity of the Company and its the Subsidiaries that are due after the Closing Date for any Straddle Period (the "Purchaser Straddle Returns") and all taxable periods beginning after the Closing Date and (ii) all Non-Income Tax Returns required to be in the consolidated federal income tax return filed by or with respect Purchaser. As set forth in this Agreement in more detail below, Seller shall prepare any and all Final Pre-Closing Period Tax Returns, as well as any Income and Property Tax returns of the Company for taxable periods which begin prior to the Company Closing Date and its Subsidiaries that are due which end after the Closing DateDate (the "Final Stand Alone Tax Returns") (the Final Pre-Closing Period Tax Returns and the Final Stand Alone Tax Returns in the aggregate shall be referred to as the "Final Income and Property Tax Returns"). The Purchaser Seller shall deliver prepare and file all Final Pre-Closing Period Tax Returns on a basis consistent with the Income and Property Tax returns of the Company for all previous years. Subject to the Seller (A) a draft of any Purchaser Straddle Return and (B) a draft statement setting forth the Seller's pro rata portion right, if any, to any tax sharing payments pursuant to Section 9.2 of this Agreement, Seller shall pay the amount, if any, due with such Final Pre-Closing Period Tax Returns. Seller shall prepare all Final Stand Alone Tax Returns on a basis consistent with the Income and Property Tax returns of the Income Tax or sales and use Tax due, as applicableCompany for all previous years. Notwithstanding the foregoing, with respect to the Final Stand Alone Tax Returns, to the extent there are any new elections to be made by the Company or tax returns positions with respect to new issues to be taken by the Company which have not been previously addressed in the Company's prior tax returns, Seller shall give Purchaser Straddle notice of such event and Purchaser shall be entitled to instruct Seller as to whether or not to make any such elections or take any such tax return position in the Final Stand Alone Tax Returns that Seller is preparing. Seller shall deliver each Final Stand Alone Tax Return as determined pursuant to Sections 7.01 and 7.02 Purchaser no later than thirty (30) days prior to the "due date of such return for Purchaser's review. Purchaser Straddle Statement"shall review, approve (which approval may not be unreasonably withheld), sign and timely file such tax return with the appropriate taxing authority. Purchaser or the Company shall be responsible for comment and approval shall make the payment of any remaining taxes due with the return, if any; provided, however, Seller shall deliver to Company any payments made with respect to such returns under any tax sharing arrangement to the extent such amounts were not delivered to the respective taxing authorities. If Purchaser shall object to the return as prepared, Purchaser shall so notify Seller in writing no later than forty fifteen (40) days before such Purchaser Straddle Returns are due. If, within ten (1015) days after such return has been delivered to Purchaser as to the receipt nature of such Purchaser Straddle Return, objection. If the Seller notifies the Purchaser that the Seller disagrees with the draft Purchaser Straddle Return or draft Purchaser Straddle Statement, then the Purchaser and the Seller shall attempt in good faith parties are unable to resolve their disagreement within differences regarding the ten (10) days following preparation of the Sellerreturn, then Company's notification Accountants shall review the returns and any related workpapers and position papers of the parties and decide how the tax return should properly be filed, provided that the Company's Accountants shall take into account that such returns must be prepared on a basis consistent with prior tax returns subject to any elections by Purchaser pursuant to the immediately preceding paragraph. The determination of the Company's Accountants shall be binding on the parties. Notwithstanding anything in this Agreement to the contrary, if Purchaser of such disagreement. If or the Company files any return which is inconsistent with the return as prepared by Seller, as mutually agreed by Seller and Purchaser, or as determined by the Purchaser cannot resolve their disagreement within ten (10) days following Company's Accountants, as the Seller's notificationcase may be, Seller shall no longer have any dispute indemnification obligation pursuant to this Agreement with respect to any Taxes or other damages arising out of, or related to, the amount reflected item or issues so altered on such tax return. Purchaser shall prepare and file all other Tax returns of the Purchaser Straddle Statement Company, other than the Final Income and Property Tax Returns, which have not yet been filed prior to the Closing Date and shall be submitted to an Independent Accountant responsible for resolution within ten (10) days of and make any remaining tax payments due with such submissionreturns, if any. The cost Any expenses incurred by the parties in connection with the use of the Independent Accountant Company's Accountants in connection with a resolution of a dispute under this Article 9 shall be borne in accordance with the formula set forth in Section 2.06(e). The Seller shall pay to the Purchaser the amount reflected on the Purchaser Straddle Statement not more than ten (10) days after the receipt shared equally by the Seller of such Purchaser Straddle Return or, in the event of a disagreement between the Purchaser and the Seller regarding the Purchaser Straddle Return or the Purchaser Straddle Statement, within ten (10) days after the resolution of such disagreementparties.

Filing of Tax Returns. (a) The Subject to Section 4.7(d), Seller or its Affiliates shall prepare and timely file or cause to be filed all Income Tax Returns that are required to be filed by or with respect to the any Company and its Subsidiaries Group member for any taxable periods Tax Periods ending on or before the Closing Date Date, and file shall pay all Taxes due with respect to such Income Tax Returns. Seller shall promptly provide Purchaser with copies of all such Tax Returns required insofar as such Tax Returns relate to be filed on or before the Closing Dateany Company Group member. The Seller shall deliver not file any Tax Return relating to a Pre-Closing Tax Period without Purchaser's consent if the Company filing of such Tax Return may cause a draft net increase in the Tax liability of any such Income Company Group member for a Post-Closing Tax Return to be filed after the Closing Date for signature not later than twenty (20) days before the due date for such Income Tax Return and the Company or the appropriate Subsidiary shall cause an authorized officer to sign such Income Tax Return unless prohibited by lawPeriod. The Purchaser shall prepare and timely file (i) all Income Tax Returns and sales and use Tax Returns required or cause to be filed by or all Straddle Period Tax Returns relating to the Company Group and shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser within 10 days of receiving written notice from Purchaser for any amount owed by Seller pursuant to Section 4.8(b)(i) with respect to any such Tax Returns. Purchaser and Seller agree to cause the Company and its Subsidiaries Group members to file all Tax Returns for the period including the Closing Date on the basis that are due the relevant taxable period ended as of the close of business on the Closing Date, unless the relevant Tax Authority will not accept a Tax Return filed on that basis. Notwithstanding the foregoing, no extraordinary item within the meaning of Treasury Regulation Section 1.1502-76(b)(2)(ii)(C) that occurs or results from a transaction that takes place after the Closing Date for any Straddle Period (shall be included on the "Purchaser Straddle Returns") and all taxable periods beginning after the Closing Date and (ii) all Non-Income Tax Returns required to be filed by or with respect Seller. Except as described below and to the Company extent that Seller is required, by the applicable terms of the California unity of enterprise filing requirements, to prepare and its Subsidiaries that are due after file IRS Form W-2 for California employees for periods prior to and including the Closing Date. The , Purchaser shall deliver to the Seller (A) a draft of any Purchaser Straddle Return timely prepare and (B) a draft statement setting forth the Seller's pro rata portion file on behalf of the Income Tax or sales and use Tax dueCompany Group all information returns for 2003, as applicableincluding, with respect but not limited to, IRS Form W-2. Seller shall provide to Purchaser all information it may have which is necessary for the Purchaser Straddle Return as determined pursuant to Sections 7.01 and 7.02 (the "Purchaser Straddle Statement"), for comment and approval not later than forty (40) days before such Purchaser Straddle Returns are due. If, within ten (10) days after the receipt preparation of such Purchaser Straddle Returninformation returns, the Seller notifies the Purchaser that the Seller disagrees with the draft Purchaser Straddle Return or draft Purchaser Straddle Statementincluding all IRS Form W-4's, then the Purchaser and the Seller shall attempt in good faith to resolve their disagreement within the ten (10) not less than 60 days following the Seller's notification to Closing. Seller shall timely prepare and file on behalf of the Company Group all IRS Form 1099 statements and Purchaser shall promptly reimburse Seller for all reasonable and necessary out-of-pocket expenses incurred by Seller in connection with the preparation and filing of such disagreementstatements. If Purchaser shall provide to Seller all information it may have which is necessary for the Seller and the Purchaser cannot resolve their disagreement within ten (10) days following the Seller's notification, any dispute with respect to the amount reflected on the Purchaser Straddle Statement shall be submitted to an Independent Accountant for resolution within ten (10) days preparation of such submission. The cost of the Independent Accountant shall be borne in accordance with the formula set forth in Section 2.06(e). The Seller shall pay to the Purchaser the amount reflected on the Purchaser Straddle Statement not more than ten (10) days after the receipt by the Seller of such Purchaser Straddle Return orstatements as soon as reasonably practicable following December 31, in the event of a disagreement between the Purchaser and the Seller regarding the Purchaser Straddle Return or the Purchaser Straddle Statement, within ten (10) days after the resolution of such disagreement2003.

Filing of Tax Returns. (a) The Subject to Section 4.7(d), Seller or its Affiliates shall prepare and timely file or cause to be filed all Income Tax Returns that are required to be filed by or with respect to the any Company and its Subsidiaries Group member for any taxable periods Tax Periods ending on or before the Closing Date Date, and file shall pay all Taxes due with respect to such Income Tax Returns. Seller shall promptly provide Purchaser with copies of all such Tax Returns required insofar as such Tax Returns relate to be filed on or before the Closing Dateany Company Group member. The Seller shall deliver not file any Tax Return relating to a Pre-Closing Tax Period without Purchaser's consent if the Company filing of such Tax Return may cause a draft net increase in the Tax liability of any such Income of Company Group member for a Post-Closing Tax Return to be filed after the Closing Date for signature not later than twenty (20) days before the due date for such Income Tax Return and the Company or the appropriate Subsidiary shall cause an authorized officer to sign such Income Tax Return unless prohibited by lawPeriod. The Purchaser shall prepare and timely file (i) all Income Tax Returns and sales and use Tax Returns required or cause to be filed by or all Straddle Period Tax Returns relating to the Company Group and shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser within 10 days of receiving written notice from Purchaser for any amount owed by Seller pursuant to Section 4.8(b)(i) with respect to any such Tax Returns. Purchaser and Seller agree to cause the Company and its Subsidiaries Group members to file all Tax Returns for the period including the Closing Date on the basis that are due the relevant taxable period ended as of the close of business on the Closing Date, unless the relevant Tax Authority will not accept a Tax Return filed on that basis. Notwithstanding the foregoing, no extraordinary item within the meaning of Treasury Regulation Section 1.1502-76(b)(2)(ii)(C) that occurs or results from a transaction that takes place after the Closing Date for any Straddle Period (shall be included on the "Purchaser Straddle Returns") and all taxable periods beginning after the Closing Date and (ii) all Non-Income Tax Returns required to be filed by or with respect to the Company and its Subsidiaries that are due after the Closing DateSeller. The Purchaser shall deliver to the Seller (A) a draft of any Purchaser Straddle Return timely prepare and (B) a draft statement setting forth the Seller's pro rata portion file on behalf of the Income Tax or sales Companies all information returns for 2003, including, but not limited to, IRS Form W-2 and use Tax due, as applicable, with respect IRS Form 1099. Seller shall provide to Purchaser all information it may have which is necessary for the Purchaser Straddle Return as determined pursuant to Sections 7.01 and 7.02 (the "Purchaser Straddle Statement"), for comment and approval not later than forty (40) days before such Purchaser Straddle Returns are due. If, within ten (10) days after the receipt preparation of such Purchaser Straddle Returninformation returns, the Seller notifies the Purchaser that the Seller disagrees with the draft Purchaser Straddle Return or draft Purchaser Straddle Statementincluding all IRS Form W-4's, then the Purchaser and the Seller shall attempt in good faith to resolve their disagreement within the ten (10) not less than 60 days following the Seller's notification to the Purchaser of such disagreement. If the Seller and the Purchaser cannot resolve their disagreement within ten (10) days following the Seller's notification, any dispute with respect to the amount reflected on the Purchaser Straddle Statement shall be submitted to an Independent Accountant for resolution within ten (10) days of such submission. The cost of the Independent Accountant shall be borne in accordance with the formula set forth in Section 2.06(e). The Seller shall pay to the Purchaser the amount reflected on the Purchaser Straddle Statement not more than ten (10) days after the receipt by the Seller of such Purchaser Straddle Return or, in the event of a disagreement between the Purchaser and the Seller regarding the Purchaser Straddle Return or the Purchaser Straddle Statement, within ten (10) days after the resolution of such disagreementClosing.

Filing of Tax Returns. (a) The Seller or its Affiliates Shareholders shall prepare and file or cause to be prepared and filed (at the expense of the Cinemex Companies) on a timely basis all Income Tax Returns required to be filed by or prior to the Closing Date with respect to the Company Cinemex Companies for Pre-Closing Tax Periods other than Overlap Periods. Such Tax Returns shall be prepared in a manner consistent with past practice of the Cinemex Companies. Investors and its Subsidiaries for the Cinemex Companies shall cooperate in the execution and filing of such Tax Returns, provided, however, that Investors and the Cinemex Companies shall not be required to execute or file any taxable periods ending on or before Tax Return that they reasonably believe is not true, correct and complete in all material respects; provided further, that Investors and the Closing Date Cinemex Companies shall be deemed to have consented to the preparation, execution and filing of Tax Returns to the extent they are prepared in a manner consistent with past practices of the Cinemex Companies. Investors shall prepare and file such Income or cause to be prepared and filed all other Tax Returns required and reports of the Cinemex Companies. Investors shall prepare or shall cause to be filed on or before the prepared Tax Returns for Pre-Closing Date. The Seller shall deliver to the Company a draft of any such Income Tax Return Periods required to be filed after the Closing Date Date, including Tax Returns for signature not later than twenty (20) Overlap Periods, in a manner consistent with past practice of the Cinemex Companies. Shareholders shall be provided with and have the right to review any such Tax Return at least 30 days before prior to the due date for of such Income Tax Return, and such Tax Return shall not be filed without Shareholders' consent, which shall not be unreasonably withheld or delayed. Shareholders shall be deemed to have consented to the preparation, execution and the Company or the appropriate Subsidiary shall cause an authorized officer to sign filing of such Income Tax Return unless prohibited by law. The Purchaser shall prepare and timely file (i) all Income Tax Returns and sales and use Tax Returns required to be filed by or with respect to the Company and its Subsidiaries that extent they are due after the Closing Date for any Straddle Period (the "Purchaser Straddle Returns") and all taxable periods beginning after the Closing Date and (ii) all Non-Income Tax Returns required to be filed by or prepared in a manner consistent with respect to the Company and its Subsidiaries that are due after the Closing Date. The Purchaser shall deliver to the Seller (A) a draft of any Purchaser Straddle Return and (B) a draft statement setting forth the Seller's pro rata portion past practice of the Income Tax or sales and use Tax due, as applicable, with respect to the Purchaser Straddle Return as determined pursuant to Sections 7.01 and 7.02 (the "Purchaser Straddle Statement"), for comment and approval not later than forty (40) days before such Purchaser Straddle Returns are due. If, within ten (10) days after the receipt of such Purchaser Straddle Return, the Seller notifies the Purchaser that the Seller disagrees with the draft Purchaser Straddle Return or draft Purchaser Straddle Statement, then the Purchaser and the Seller shall attempt in good faith to resolve their disagreement within the ten (10) days following the Seller's notification to the Purchaser of such disagreement. If the Seller and the Purchaser cannot resolve their disagreement within ten (10) days following the Seller's notification, any dispute with respect to the amount reflected on the Purchaser Straddle Statement shall be submitted to an Independent Accountant for resolution within ten (10) days of such submission. The cost of the Independent Accountant shall be borne in accordance with the formula set forth in Section 2.06(e). The Seller shall pay to the Purchaser the amount reflected on the Purchaser Straddle Statement not more than ten (10) days after the receipt by the Seller of such Purchaser Straddle Return or, in the event of a disagreement between the Purchaser and the Seller regarding the Purchaser Straddle Return or the Purchaser Straddle Statement, within ten (10) days after the resolution of such disagreementCinemex Companies.

Filing of Tax Returns. The parties acknowledge and agree that, as a consequence of the transactions contemplated pursuant to this Agreement, (a) The Seller or its Affiliates the taxable year of each of the Acquired Companies (other than SIOPA) shall prepare all close for U.S. federal Income Tax Returns required to be filed by or with respect to purposes at the Company and its Subsidiaries for any taxable periods ending end of the day on or before the Closing Date and file such Income Tax Returns required to be filed on or before the Closing Date. The Seller shall deliver , (b) to the Company extent applicable Law in other taxing jurisdictions so permits, the taxable year of the Acquired Companies (other than SIOPA) shall close at the end of the day on the Closing Date, and (c) all federal, state, local and foreign Tax Returns relating to Income Taxes shall be filed consistently on the foregoing basis. Sellers shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of the Acquired Companies relating to Pre-Closing Tax Periods (other than Straddle Periods) and all such Tax Returns shall liii be prepared in a draft manner consistent with the past practice of the Acquired Companies except as otherwise required by applicable Law. Buyer shall reasonably cooperate with Sellers to file any such Income Tax Return Returns prepared by Sellers pursuant to this Section 10.1. Buyer shall prepare and file, or cause to be filed after prepared and filed, all Tax Returns of the Closing Date Acquired Companies for signature not Straddle Periods, and all such Tax Returns shall be prepared in a manner consistent with the past practice of the Acquired Companies except as otherwise required by applicable Law. No later than twenty fifteen (2015) days before prior to the due date for filing thereof, Buyer shall provide Sellers with drafts of all such Income Tax Return and the Company or the appropriate Subsidiary shall cause an authorized officer to sign such Income Tax Return unless prohibited by law. The Purchaser shall prepare and timely file (i) all Income Tax Returns for Straddle Periods. Sellers shall have the right to review and sales and use provide reasonable comments on any Tax Returns required prepared by Buyer pursuant to this Section 10.1, which reasonable comments Buyer shall incorporate into such Tax Returns. For the avoidance of doubt, any change of control payments or expenses and other transaction expenses or fees consisting of Selling Expenses shall be filed by or with respect allocable to the Company and its Subsidiaries that are due after the applicable Pre-Closing Date for any Straddle Period (the "Purchaser Straddle Returns") and all taxable periods beginning after the Closing Date and (ii) all Non-Income Tax Returns required to be filed by or with respect to the Company and its Subsidiaries that are due after the Closing Date. The Purchaser shall deliver to the Seller (A) a draft of any Purchaser Straddle Return and (B) a draft statement setting forth the Seller's pro rata portion of the Income Tax or sales and use Tax due, as applicable, with respect to the Purchaser Straddle Return as determined pursuant to Sections 7.01 and 7.02 (the "Purchaser Straddle Statement"), for comment and approval not later than forty (40) days before such Purchaser Straddle Returns are due. If, within ten (10) days after the receipt of such Purchaser Straddle Return, the Seller notifies the Purchaser that the Seller disagrees with the draft Purchaser Straddle Return or draft Purchaser Straddle Statement, then the Purchaser and the Seller shall attempt in good faith to resolve their disagreement within the ten (10) days following the Seller's notification to the Purchaser of such disagreement. If the Seller and the Purchaser cannot resolve their disagreement within ten (10) days following the Seller's notification, any dispute with respect to the amount reflected on the Purchaser Straddle Statement shall be submitted to an Independent Accountant for resolution within ten (10) days of such submission. The cost of the Independent Accountant shall be borne in accordance with the formula set forth in Section 2.06(e). The Seller shall pay to the Purchaser the amount reflected on the Purchaser Straddle Statement not more than ten (10) days after the receipt by the Seller of such Purchaser Straddle Return or, in the event of a disagreement between the Purchaser and the Seller regarding the Purchaser Straddle Return or the Purchaser Straddle Statement, within ten (10) days after the resolution of such disagreementPeriod.

Filing of Tax Returns. (a) The Seller or its Affiliates Shareholders shall prepare and file or cause to be prepared and filed (at the expense of the Cinemex Companies) on a timely basis all Income Tax Returns required to be filed by or prior to the Closing Date with respect to the Company Cinemex Companies for Pre-Closing Tax Periods other than Overlap Periods. Such Tax Returns shall be prepared in a manner consistent with past practice of the Cinemex Companies. Buyers and its Subsidiaries for the Cinemex Companies shall cooperate in the execution and filing of such Tax Returns, provided, however, that Buyers and the Cinemex Companies shall not be required to execute or file any taxable periods ending on or before Tax Return that they reasonably believe is not true, correct and complete in all material respects; provided further, that Buyer and the Closing Date Cinemex Companies shall be deemed to have consented to the preparation, execution and filing of Tax Returns to the extent they are prepared in a manner consistent with past practices of the Cinemex Companies. Buyers shall prepare and file such Income or cause to be prepared and filed all other Tax Returns required and reports of the Cinemex Companies. Buyers shall prepare or shall cause to be filed on or before the prepared Tax Returns for Pre-Closing Date. The Seller shall deliver to the Company a draft of any such Income Tax Return Periods required to be filed after the Closing Date Date, including Tax Returns for signature not later than twenty (20) Overlap Periods, in a manner consistent with past practice of the Cinemex Companies. Shareholders shall be provided with and have the right to review any such Tax Return at least 30 days before prior to the due date for of such Income Tax Return, and such Tax Return shall not be filed without Shareholders' consent, which shall not be unreasonably withheld or delayed. Shareholders shall be deemed to have consented to the preparation, execution and the Company or the appropriate Subsidiary shall cause an authorized officer to sign filing of such Income Tax Return unless prohibited by law. The Purchaser shall prepare and timely file (i) all Income Tax Returns and sales and use Tax Returns required to be filed by or with respect to the Company and its Subsidiaries that extent they are due after the Closing Date for any Straddle Period (the "Purchaser Straddle Returns") and all taxable periods beginning after the Closing Date and (ii) all Non-Income Tax Returns required to be filed by or prepared in a manner consistent with respect to the Company and its Subsidiaries that are due after the Closing Date. The Purchaser shall deliver to the Seller (A) a draft of any Purchaser Straddle Return and (B) a draft statement setting forth the Seller's pro rata portion past practice of the Income Tax or sales and use Tax due, as applicable, with respect to the Purchaser Straddle Return as determined pursuant to Sections 7.01 and 7.02 (the "Purchaser Straddle Statement"), for comment and approval not later than forty (40) days before such Purchaser Straddle Returns are due. If, within ten (10) days after the receipt of such Purchaser Straddle Return, the Seller notifies the Purchaser that the Seller disagrees with the draft Purchaser Straddle Return or draft Purchaser Straddle Statement, then the Purchaser and the Seller shall attempt in good faith to resolve their disagreement within the ten (10) days following the Seller's notification to the Purchaser of such disagreement. If the Seller and the Purchaser cannot resolve their disagreement within ten (10) days following the Seller's notification, any dispute with respect to the amount reflected on the Purchaser Straddle Statement shall be submitted to an Independent Accountant for resolution within ten (10) days of such submission. The cost of the Independent Accountant shall be borne in accordance with the formula set forth in Section 2.06(e). The Seller shall pay to the Purchaser the amount reflected on the Purchaser Straddle Statement not more than ten (10) days after the receipt by the Seller of such Purchaser Straddle Return or, in the event of a disagreement between the Purchaser and the Seller regarding the Purchaser Straddle Return or the Purchaser Straddle Statement, within ten (10) days after the resolution of such disagreementCinemex Companies.

Filing of Tax Returns. (a) The Seller On or its Affiliates prior to the Closing Date, Sellers shall prepare (or cause to be prepared) and timely file (or cause to be timely filed) all Income Tax Returns required to be filed by or with respect to Crude JV or the Company and its Subsidiaries for any taxable periods ending assets of Crude JV that are due on or before the Closing Date and file such Income Tax Returns required Sellers shall pay (or cause to be filed on paid) all Taxes shown due thereon. For the avoidance of doubt, each Seller shall be responsible for 50% of any penalties assessed against Crude JV resulting from or before arising out of the matters disclosed in Section 4.6 of the Disclosure Letter, provided, that any failure by a Seller to perform the foregoing covenant shall be treated as a Claim under and subject to Section 10.3(d). After the Closing Date. The Seller , Buyer shall deliver to the Company a draft of any such Income Tax Return prepare (or cause to be filed after the Closing Date for signature not later than twenty (20prepared) days before the due date for such Income Tax Return and the Company or the appropriate Subsidiary shall cause an authorized officer to sign such Income Tax Return unless prohibited by law. The Purchaser shall prepare and timely file (ior cause to be timely filed) all Income Tax Returns and sales and use Tax Returns required to be filed by or with respect to the Company and its Subsidiaries that are due after the Closing Date for any Straddle Period (the "Purchaser Straddle Returns") and all taxable periods beginning after the Closing Date and (ii) all Non-Income Tax Returns required to be filed by or with respect to the Company and its Subsidiaries Crude JV that are due after the Closing Date. The Purchaser , and (i) each Seller shall deliver pay or cause to be paid 50% of all Taxes shown due thereon that are attributable to Crude JV or the assets of Crude JV prior to the Seller Closing Date except to the extent any such Taxes (A) are reflected as a draft Current Liability in the calculation of any Purchaser Straddle Return and Net Working Capital or (B) a draft statement setting forth are included in the Seller's calculation of the amount paid to any counterparty under any Hydrocarbon Purchase Contract such that the proceeds to be paid to such counterparty are reduced by the amount of such Taxes and (ii) Buyer shall pay or cause to be paid all other Taxes shown due thereon that are attributable to Crude JV or the assets of Crude JV from the Closing Date on. For purposes of the preceding sentence, (x) all real property Taxes, ad valorem Taxes, personal property Taxes and similar obligations attributable to Crude JV or Crude JV’s assets shall be apportioned as of the Closing Date between Sellers and Buyer, pro rata per day, with the portion of such Taxes attributable to the Income Tax period immediately prior to the Closing Date being allocated to Sellers, and the portion of such Taxes attributable to the period from the Closing Date onward being allocated to Buyer, and (y) any Taxes attributable to Crude JV or sales Crude JV’s assets that are based upon or measured by production or movement of hydrocarbons including production, excise Taxes, utility fees and use Tax due, as applicable, Taxes with respect to the Purchaser Straddle Return ongoing business of Crude JV or Crude JV’s assets shall be apportioned as determined pursuant of the Closing Date between Sellers and Buyer, with the portion of such Taxes attributable to Sections 7.01 the period ending immediately prior to the Closing Date being allocated to Sellers and 7.02 the portion of such Taxes attributable to the period from the Closing Date onward being allocated to Buyer, provided that any such Taxes attributable to Hydrocarbons purchased by Crude JV shall be attributable to the period during which such Hydrocarbons were purchased by Crude JV (the "Purchaser Straddle Statement"and subject to clause (i)(B) above). All such Tax Returns shall be prepared in a manner consistent with past practice, except as otherwise required by Law, Regulation or Order. If Buyer should pay any Taxes attributable to Sellers, Sellers shall promptly reimburse Buyer for comment and approval not later than forty such Taxes within fifteen (40) days before such Purchaser Straddle Returns are due. If, within ten (1015) days after the receipt of a written request for reimbursement from Buyer and if Sellers should pay any Taxes attributable to Buyer, Buyer shall promptly reimburse Sellers for such Purchaser Straddle Return, the Seller notifies the Purchaser that the Seller disagrees with the draft Purchaser Straddle Return or draft Purchaser Straddle Statement, then the Purchaser and the Seller shall attempt in good faith to resolve their disagreement Taxes within the ten fifteen (10) days following the Seller's notification to the Purchaser of such disagreement. If the Seller and the Purchaser cannot resolve their disagreement within ten (10) days following the Seller's notification, any dispute with respect to the amount reflected on the Purchaser Straddle Statement shall be submitted to an Independent Accountant for resolution within ten (10) days of such submission. The cost of the Independent Accountant shall be borne in accordance with the formula set forth in Section 2.06(e). The Seller shall pay to the Purchaser the amount reflected on the Purchaser Straddle Statement not more than ten (1015) days after the receipt by the Seller of such Purchaser Straddle Return or, in the event of a disagreement between the Purchaser and the Seller regarding the Purchaser Straddle Return or the Purchaser Straddle Statement, within ten (10) days after the resolution of such disagreementwritten request for reimbursement from Sellers.

Filing of Tax Returns. (a) The Subject to the terms and conditions set forth on Annex C to this Agreement, the Seller Representative shall, at the sole cost and expense of the Selling Parties, prepare, or its Affiliates shall prepare cause to be prepared, all Income Tax Returns required to be filed by or with respect (excluding the Company Amended Income Tax Returns) of the Acquired Companies for Pre-Closing Tax Periods (each such Tax Return and any amendment thereof, a "Company Pre-Closing Income Tax Return"). No later than thirty (30) days prior to the Company and its Subsidiaries due date for any taxable periods ending on or before filing thereof, the Closing Date and file such Income Tax Returns required to be filed on or before the Closing Date. The Seller Representative shall deliver to the Company provide Buyer with a draft of each Company Pre-Closing Income Tax Return. With respect to each Company Pre-Closing Income Tax Return, the Seller Representative shall make any revisions as are reasonably requested by Buyer within fifteen (15) days after a draft of such Company Pre-Closing Income Tax Return has been furnished to Buyer; provided that, if Buyer and the Seller Representative are unable to agree on any such revisions, then Buyer and the Seller Representative shall promptly submit the issues in dispute and their respective positions to the Independent Accountant for resolution and the provisions of Section 2.07(b) (including the allocation of the cost of the Independent Accountant's review and report) will apply, mutatis mutandis. The final version of each Company Pre-Closing Income Tax Return shall be delivered by the Seller Representative to Buyer no fewer than five (5) days prior to the due date for the filing thereof, accompanied by Seller's and the Seller Owners' payment of all Taxes that are payable in respect of such Company Pre-Closing Income Tax Return to be filed after the extent in excess of the remaining balance in the Tax Escrow Fund. Buyer shall arrange for the signing and timely filing of each such Company Pre-Closing Date for signature not later than twenty (20) days before the due date for such Income Tax Return and and, to the Company extent such Taxes are within the then remaining Tax Escrow General Subaccount or have been funded by Seller or the appropriate Subsidiary shall cause an authorized officer Seller Owners pursuant to sign the preceding sentence, the timely payment of any Taxes that are shown as payable with respect to such Income Tax Return unless prohibited returns. Unless otherwise required by law. The Purchaser shall prepare applicable Laws and timely file (i) expressly allowing for the Agreed Adjustments, all Company Pre-Closing Income Tax Returns and sales and use Tax Returns required shall be prepared in accordance with existing (immediately prior to be filed by or with respect to the Company and its Subsidiaries that are due after the Closing Date for any Straddle Period (the "Purchaser Straddle Returns") and all taxable periods beginning after the Closing Date and (ii) all Non-Income Tax Returns required to be filed by or with respect to the Company and its Subsidiaries that are due after the Closing Date. The Purchaser shall deliver to the Seller (A) a draft of any Purchaser Straddle Return practices and (B) a draft statement setting forth the Seller's pro rata portion accounting methods of the Income Tax or sales and use Tax due, as applicable, with respect to the Purchaser Straddle Return as determined pursuant to Sections 7.01 and 7.02 (the "Purchaser Straddle Statement"), for comment and approval not later than forty (40) days before such Purchaser Straddle Returns are due. If, within ten (10) days after the receipt of such Purchaser Straddle Return, the Seller notifies the Purchaser that the Seller disagrees with the draft Purchaser Straddle Return or draft Purchaser Straddle Statement, then the Purchaser and the Seller shall attempt in good faith to resolve their disagreement within the ten (10) days following the Seller's notification to the Purchaser of such disagreement. If the Seller and the Purchaser cannot resolve their disagreement within ten (10) days following the Seller's notification, any dispute with respect to the amount reflected on the Purchaser Straddle Statement shall be submitted to an Independent Accountant for resolution within ten (10) days of such submission. The cost of the Independent Accountant shall be borne in accordance with the formula set forth in Section 2.06(e). The Seller shall pay to the Purchaser the amount reflected on the Purchaser Straddle Statement not more than ten (10) days after the receipt by the Seller of such Purchaser Straddle Return or, in the event of a disagreement between the Purchaser and the Seller regarding the Purchaser Straddle Return or the Purchaser Straddle Statement, within ten (10) days after the resolution of such disagreementAcquired Companies.

Filing of Tax Returns. (a) The Seller or its Affiliates and Buyer shall prepare all Income Tax Returns required to be filed by or with respect cause the Acquired Companies, to the Company and its Subsidiaries extent permitted by law, to join, for any all taxable periods ending on or before prior to the Closing Date, in (a) the consolidated Federal income tax returns of the Affiliated Group of which Seller is the common parent and (b) the combined, consolidated or unitary Tax Returns for State, local and foreign income taxes with respect to which any Acquired Company (i) filed such a Tax Return for the most recent taxable period for which such a Tax Return has been filed prior to the Closing Date and may file such Income a Tax Return for subsequent taxable periods or (ii) is required to file such a Tax Return. Seller shall file, or cause to be filed, all other Company Returns required to be filed on or before the Closing Date. The Seller shall deliver permit Buyer to the Company a draft of review and comment on, prior to filing, any such Income Federal or State Tax Return to be filed after which includes the Closing Date for signature not later than twenty (20) days before operations of the due date for such Income Tax Return and the Company or the appropriate Subsidiary shall cause an authorized officer to sign such Income Tax Return unless prohibited by law. The Purchaser shall prepare and timely file (i) all Income Tax Returns and sales and use Tax Returns required to be filed by or with respect to the Company and its Subsidiaries that are due after the Closing Date Acquired Companies for any Straddle Period (the "Purchaser Straddle Returns") and all taxable periods beginning after the Closing Date and (ii) all Non-Income Tax Returns required period prior to be filed by or with respect to the Company and its Subsidiaries that are due after the Closing Date. The Purchaser shall deliver Neither Seller nor any of its Affiliates will make any election to retain losses from operations, net operating losses or capital loss carryovers of the Acquired Companies pursuant to the Seller (A) a draft of any Purchaser Straddle Return and (B) a draft statement setting forth the Seller's pro rata portion of the Income Tax or sales and use Tax due, as applicable, with respect to the Purchaser Straddle Return as determined pursuant to Sections 7.01 and 7.02 (the "Purchaser Straddle Statement"), for comment and approval not later than forty (40) days before such Purchaser Straddle Returns are due. If, within ten (10) days after the receipt of such Purchaser Straddle Return, the Seller notifies the Purchaser that the Seller disagrees with the draft Purchaser Straddle Return or draft Purchaser Straddle Statement, then the Purchaser and the Seller shall attempt in good faith to resolve their disagreement within the ten (10) days following the Seller's notification to the Purchaser of such disagreement. If the Seller and the Purchaser cannot resolve their disagreement within ten (10) days following the Seller's notification, any dispute with respect to the amount reflected on the Purchaser Straddle Statement shall be submitted to an Independent Accountant for resolution within ten (10) days of such submission. The cost of the Independent Accountant shall be borne in accordance with the formula procedure set forth in Section 2.06(e)Treasury Regulations section 1.1502-20(g) or any similar or successor provision of Federal, State or local law. The From and after the date hereof, Seller shall pay not, and shall not permit any of its Affiliates to, amend any Company Return previously filed, which includes information relating to one or more of the Purchaser Acquired Companies, unless prior written notice thereof has been delivered to Buyer. Any such amended Federal or State Company Return shall not be filed without the amount reflected on express written consent of Buyer if the Purchaser Straddle Statement not more than ten amendment reports an increase in Tax, taking into account all interest, penalties and additions to Tax (10) days after unless Seller, at the receipt by the Seller time of such Purchaser Straddle Return or, in the event of a disagreement between the Purchaser and the Seller regarding the Purchaser Straddle Return or the Purchaser Straddle Statement, within ten (10) days after the resolution of such disagreement.filing