Common use of Income Tax Returns Clause in Contracts

Income Tax Returns. (a) PSI shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Seller and PPPI for all periods ending on or prior to the Closing Date (“Pre-Closing Tax Periods”) and for periods that begin before the Closing Date and end after the Closing Date (the “Straddle Tax Period”) that are filed after the Closing Date. Seller’s state and federal Tax Returns for the tax year including the Closing Date shall reflect a deduction for the Transaction Deductions, to the extent permitted by applicable Legal Requirements. At least thirty (30) days prior to the date on which any income Tax Return relating to a Pre-Closing Tax Period or Straddle Tax Period is required to be filed (taking into account any valid extensions), PSI shall submit such Tax Returns to Seller Representative for review and comment. PSI shall modify all such federal and state income Tax Returns to incorporate any reasonable comments made by Seller Representative to PSI within twenty five (25) days of receipt of such Tax Returns to the extent that such comments, if so incorporated, would not result in such Tax Returns violating any applicable Legal Requirements. To the extent permitted by applicable law, the Shareholders shall include any income, gain, loss, deduction or other tax items for such periods on their Tax Returns in a manner consistent with the Schedule K-1s prepared by PSI for such periods. To the extent that the Seller or PPPI has any Tax liability on a Pre-Closing Tax Period, or on the portion of the Straddle Tax Period that relates to Pre-Closing Tax Periods (as determined in Section 9.1(b) below, (together, the “Pre-Closing Taxes”) (to the extent such Taxes are not reflected in the Final Working Capital Statement), then the Shareholders shall remit any such Tax due to PSI or PPPI no later than five (5) Business Days prior to the due date of such Tax Returns.

Income Tax Returns. (a) PSI The Acquiror shall prepare and file, or shall cause to be prepared and file or cause filed, all Tax Returns of the Company and any Company Subsidiary to be filed all for (i) any Tax Returns for the Seller and PPPI for all periods period ending on or prior to before the Closing Date the due date of which (taking into account extensions) is after the Closing Date, and (ii) any Tax period of the Company or any Company Subsidiary that includes (but does not end on) the Closing Date (a “Pre-Closing Straddle Period”); provided that to the extent that such Tax Periods”Return (x) and could result in a material Tax liability for periods that begin before which the Company Securityholders would be responsible as Indemnifiable Damages or (y) is for a Tax period ending on the Closing Date and end after is expected to reflect Anticipated Refunds. The Acquiror shall provide each such Tax Return to the Securityholders’ Representative for its review and comment at least 15 Business Days prior to the date on which such Tax Return is to be filed (except that in the case of a Tax Return due (taking into account any timely filed extensions) within 30 days following the Closing Date (or filed on a monthly basis or more frequently, the “Straddle Tax Period”Return shall be provided to the Securityholders’ Representative in such shorter period of time prior to filing as the Acquiror shall reasonably determine to be practicable), the Acquiror shall accept the reasonable comments of the Securityholders’ Representative to each such Tax Return, and the Acquiror shall cause such Tax Return to be signed by the appropriate officer(s) of the Acquiror or the Company or a Company Subsidiary, as the case may be, and timely filed. Each such Tax Return shall be prepared in a manner that are filed after is consistent with the Closing Datepast practice of the Company and the Company Subsidiaries, unless Acquiror reasonably determines that it does not have a more likely than not position with respect to an item on such Tax Return. Seller’s state and federal Tax Returns for the tax year including the Closing Date shall reflect a deduction for the Transaction DeductionsThe parties agree that, to the extent permitted by applicable Legal Requirements. At least thirty (30) days prior to the date on which any income Tax Return relating to a Pre-Closing Tax Period or Straddle Tax Period is required to law, Transaction Deductions shall be filed (taking taken into account as losses or deductions in the Tax period ending on the Closing Date, provided that the parties hereto agree that the Company shall make the safe harbor election under Revenue Procedure 2011-29, 2011-18 IRB, to treat 70% of any valid extensions)success-based fees that were paid by or on behalf of the Company or any of the Company Subsidiaries as an amount that did not facilitate the transactions contemplated under this Agreement and therefore treat 70% of such costs as deductible. As soon as practicable after Closing, PSI the Acquiror shall submit such cause the Company and the Company Subsidiaries to file Tax Returns to Seller Representative obtain a refund of any overpayment of estimated Taxes and to carry back any losses generated in the Tax period ending on the Closing Date to obtain a Tax refund, including, without limitation, any and all Anticipated Refunds. Neither the Company or any Company Subsidiary shall make the election provided for review and comment. PSI shall modify all such federal and in Section 172(b)(3) of the Code (or any similar election for state income Tax Returns purposes) to incorporate waive the carryback of any reasonable comments made by Seller Representative to PSI within twenty five (25) days of receipt of such net operating loss arising in the Tax Returns to the extent that such comments, if so incorporated, would not result in such Tax Returns violating any applicable Legal Requirements. To the extent permitted by applicable law, the Shareholders shall include any income, gain, loss, deduction or other tax items for such periods on their Tax Returns in a manner consistent with the Schedule K-1s prepared by PSI for such periods. To the extent that the Seller or PPPI has any Tax liability on a Pre-Closing Tax Period, or period ending on the portion of the Straddle Tax Period that relates to Pre-Closing Tax Periods (as determined in Section 9.1(b) below, (together, the “Pre-Closing Taxes”) (to the extent such Taxes are not reflected in the Final Working Capital Statement), then the Shareholders shall remit any such Tax due to PSI or PPPI no later than five (5) Business Days prior to the due date of such Tax ReturnsDate.

Income Tax Returns. To the extent necessary under applicable law, Buyer shall cause the Company and the Subsidiaries to consent to join, for all Tax periods of the Company and the Subsidiaries ending on or before the Closing Date (athe "Pre-Closing Period") PSI for which the Company and the Subsidiaries are eligible to do so, in any consolidated or combined federal, state or local Income Tax Returns. Seller shall prepare or cause to be prepared and file timely filed any and all consolidated or cause to be filed all combined federal, state or local Income Tax Returns as well as any separate federal, state, local or foreign Income Tax Returns for the Seller Company and PPPI the Subsidiaries for all Tax periods of the Company and the Subsidiaries ending on or prior to the Closing Date (“Pre-Closing Tax Periods”) and for periods that begin before the Closing Date Date. Buyer shall cause to be prepared and end after timely filed any and all Income Tax Returns for Tax periods of the Closing Date (the “Straddle Tax Period”) that are filed Company and Subsidiaries ending after the Closing Date. Seller’s The parties agree to cooperate with each other and each other's affiliates in the preparation of the portions of such returns pertaining to the Company or the Subsidiaries. For state Income Tax purposes and federal Tax Returns for the tax year including the Closing Date shall reflect a deduction for the Transaction Deductions, to the extent permitted by under applicable Legal Requirementsstate law, the parties acknowledge and agree that all state Income Tax Returns shall be filed on the basis that the applicable state equivalent of the Section 338(h)(10) Joint Election shall have terminated the Tax period of the Company and the Subsidiaries as of the Effective Time. At least thirty (30) days prior The parties agree to cooperate with each other and each other's affiliates in the preparation of the portions of the returns pertaining to the date Company and the Subsidiaries. The parties shall also provide each other with full access to applicable records to enable the preparation of said returns. Seller shall pay on which any income Tax Return relating a timely basis all Income Taxes in respect to a the Pre-Closing Tax Period or Straddle Tax Period is required shown as due on such returns. The parties shall make available to be filed (taking into account any valid extensions), PSI shall submit such Tax Returns to Seller Representative for review and comment. PSI shall modify all such federal and state income Tax Returns to incorporate any reasonable comments made by Seller Representative to PSI within twenty five (25) days each other relevant copies of receipt the portions of such Tax Returns returns relating to the extent that such comments, if so incorporated, would not result in such Tax Returns violating any applicable Legal Requirements. To Company and the extent permitted by applicable law, Subsidiaries for taxable years ending before or including the Shareholders shall include any income, gain, loss, deduction or other tax items for such periods on their Tax Returns in a manner consistent with the Schedule K-1s prepared by PSI for such periods. To the extent that the Seller or PPPI has any Tax liability on a Pre-Closing Tax Period, or on the portion of the Straddle Tax Period that relates to Pre-Closing Tax Periods (as determined in Section 9.1(b) below, (together, the “Pre-Closing Taxes”) (to the extent such Taxes are not reflected in the Final Working Capital Statement), then the Shareholders shall remit any such Tax due to PSI or PPPI no later than five (5) Business Days prior to the due date of such Tax ReturnsDate.

Income Tax Returns. (a) PSI Following the Closing, the Seller shall prepare or cause to be prepared and file or cause to be filed all Income Tax Returns for the Seller and PPPI Target Companies for all periods ending on or prior to the Closing Date (“Pre-Closing Tax Periods”) and for periods Periods that begin are not filed on or before the Closing Date and shall pay or cause to be paid all Taxes shown as due thereon. Buyer and the Target Companies shall cooperate with the Seller in preparing and filing such Tax Returns, including providing records and information which are reasonably relevant to such Tax Returns (in a manner and time following the end of the relevant Tax period consistent with past practice), making employees and third-party advisors available on a mutually convenient basis to provide additional information and explanation of any material provided, and signing and delivering to the Seller for filing any Tax Returns prepared in accordance with this Section 7.09 that are required to be signed by Buyer or any Target Company. Buyer and the Seller agree that such Tax Returns shall, to the maximum extent permitted by applicable Law, include as an Income Tax deduction on or before the Closing Date (x) the amount of any Transaction Expenses (to the extent such amounts are deductible, taking into account the safe harbor contained in IRS Revenue Procedure 2011-29), (y) the payment of any item reflected in Indebtedness, and (z) the amount of any deferred financing fees written off in connection with the transactions contemplated hereby (collectively with clauses (x) and (y), the “Transaction Tax Deductions”); provided, however, that, in the event that such Transaction Tax Deductions (i) are deductible for federal Income Tax purposes by the Buyer (or as applicable, any of its Affiliates) and (ii) are required to be deferred to a date after the Closing Date (the “Straddle as a result of any Tax Period”) that are filed after the Closing Date. Seller’s state and federal audit or other Tax Returns for the tax year including the Closing Date proceeding or otherwise, Buyer shall reflect a deduction for the Transaction Deductions, pay an additional amount to the extent permitted by applicable Legal Requirements. At least thirty (30) days prior Seller equal to the date on which amount of such Transaction Tax Deductions multiplied by 35%, when such Transaction Tax Deductions are actually realized and received by the Buyer (or any income Tax Return relating to a Pre-Closing Tax Period of its Affiliates) in cash or Straddle Tax Period is required to be filed cash equivalents (taking into account such Transaction Tax Deductions only after taking into account any valid extensions), PSI shall submit such Tax Returns to Seller Representative for review and comment. PSI shall modify all such federal and state income Tax Returns to incorporate any reasonable comments made by Seller Representative to PSI within twenty five (25) days other items of receipt of such Tax Returns to the extent that such comments, if so incorporated, would not result in such Tax Returns violating any applicable Legal Requirements. To the extent permitted by applicable law, the Shareholders shall include any income, gain, loss, deduction or other tax items for such periods on their Tax Returns in a manner consistent with the Schedule K-1s prepared by PSI for such periods. To the extent that the Seller or PPPI has any Tax liability on a Pre-Closing Tax Period, or on the portion of the Straddle Tax Period that relates to Pre-Closing Tax Periods (as determined in Section 9.1(b) below, (together, the “Pre-Closing Taxes”) (to the extent such Taxes are not reflected in the Final Working Capital Statementcredit), then the Shareholders shall remit any such Tax due to PSI or PPPI no later than five (5) Business Days prior to the due date of such Tax Returns.

Income Tax Returns. ConAgra shall cause Seaboard Kentucky to consent to join, for all Tax periods of Seaboard Kentucky ending on or before the Closing Date (athe "Pre-Closing Period") PSI for which Seaboard Kentucky is eligible to do so, with Seaboard and the Seaboard Subsidiaries in any consolidated or combined federal, state or local Income Tax Returns. Seaboard shall prepare or cause to be prepared and file timely filed any and all consolidated or combined federal, state or local Income Tax Returns as well as any separate federal, state, local or federal Income Tax Returns for Seaboard Kentucky and the Seaboard Subsidiaries for all Tax periods of Seaboard and the Seaboard Subsidiaries for the Pre-Closing Period. ConAgra shall cause to be prepared and timely filed any and all Income Tax Returns for the Seller and PPPI for all Tax periods of Seaboard Kentucky ending on or prior to the Closing Date (“Pre-Closing Tax Periods”) and for periods that begin before the Closing Date and end after the Closing Date (the “Straddle Tax Period”) that are filed after the Closing Date. Seller’s The parties agree to cooperate with each other and each other's affiliates in the preparation of the portions of such returns pertaining to Seaboard Kentucky and/or its subsidiaries, if any. For state Income Tax purposes, the parties acknowledge and federal agree that all state Income Tax Returns for shall be filed on the tax year including basis that the applicable state equivalent of the Section 338(h)(10) Joint Election terminated the Tax period of Seaboard Kentucky and its subsidiaries, if any, as of the Closing Date Date. The parties agree to cooperate with each other and each other's affiliates in the preparation of the portions of the returns pertaining to Seaboard Kentucky and/or its subsidiaries. The parties shall reflect a deduction be entitled to utilize the services of the personnel who would have been responsible for the Transaction Deductionspreparing such returns as they relate to Seaboard Kentucky and/or its subsidiaries, to the extent permitted by reasonably necessary in preparing said returns on a timely basis. The parties shall also provide each other with full access to applicable Legal Requirementsrecords to enable the preparation of said returns. At least thirty (30) days prior Seaboard shall pay on a timely basis all Income Taxes in respect to the date on which any income Tax Return relating to a Pre-Closing Tax Period or Straddle Tax Period is required shown as due on such returns. The parties shall make available to be filed (taking into account any valid extensions), PSI shall submit such Tax Returns to Seller Representative for review and comment. PSI shall modify all such federal and state income Tax Returns to incorporate any reasonable comments made by Seller Representative to PSI within twenty five (25) days each other copies of receipt the portions of such Tax Returns returns relating to the extent that such commentsSeaboard Kentucky and/or its subsidiaries, if so incorporatedany, would not result in such Tax Returns violating any applicable Legal Requirements. To for taxable years ending before or including the extent permitted by applicable law, the Shareholders shall include any income, gain, loss, deduction or other tax items for such periods on their Tax Returns in a manner consistent with the Schedule K-1s prepared by PSI for such periods. To the extent that the Seller or PPPI has any Tax liability on a Pre-Closing Tax Period, or on the portion of the Straddle Tax Period that relates to Pre-Closing Tax Periods (as determined in Section 9.1(b) below, (together, the “Pre-Closing Taxes”) (to the extent such Taxes are not reflected in the Final Working Capital Statement), then the Shareholders shall remit any such Tax due to PSI or PPPI no later than five (5) Business Days prior to the due date of such Tax ReturnsDate.

Income Tax Returns. (a) PSI The Seller shall prepare or cause to be prepared and file or cause to be filed all Income Tax Returns for the Seller and PPPI Group Companies for all Tax periods ending on or prior to the Closing Date (“Pre-Closing Tax Periods”) and for periods that begin before the Closing Date and end are first due after the Closing Date (Date. All such Tax Returns shall be prepared in a manner consistent with the “Straddle past practice and custom of the Group Companies to the extent consistent with applicable Legal Requirements and this Agreement. The Seller shall provide the Buyer with completed drafts of any such Income Tax Period”) Returns that are filed after the Closing Date. Seller’s state and federal Tax Returns Date for the tax year including the Closing Date shall reflect a deduction for the Transaction Deductions, to the extent permitted by applicable Legal Requirements. At Buyer’s review and comment at least thirty (30) days prior to the due date on which for filing thereof and shall consider in good faith the Buyer’s revisions to such Tax Returns. The Buyer shall prepare or cause to be prepared and file or cause to be filed all Income Tax Returns for the Group Companies for Straddle Periods. All such Tax Returns filed by the Buyer shall be prepared in a manner consistent with the past practice and custom of the Group Companies to the extent consistent with applicable Legal Requirements and this Agreement. The Buyer shall provide the Seller with completed drafts of any income such Income Tax Returns for the Seller’s review and comment at least thirty (30) days prior to the due date for filing thereof and shall consider in good faith the Seller’s revisions to such Tax Returns. In the case the Buyer does not accept any of the revisions of the Seller, the Seller and the Buyer agree to attempt to resolve the associated dispute within twenty (20) days after the Seller provides its revisions. If any matter of such dispute is not resolved in this timeframe, the Seller and the Buyer shall submit such matter for resolution to the Arbiter in accordance with the procedures of Section 3.1.7 (without the requirement for a Notice of Disagreement). Without the consent of the Seller (not to be unreasonably withheld, conditioned or delayed), unless otherwise contemplated by this Agreement or required by applicable Legal Requirement, the Buyer shall not file any amended Income Tax Return relating to a for the Group Companies for any Pre-Closing Tax Period or Straddle Period, shall not make any Tax Period is required to be filed (taking into account any valid extensions), PSI shall submit such Tax Returns to Seller Representative for review and comment. PSI shall modify all such federal and state income Tax Returns to incorporate any reasonable comments made by Seller Representative to PSI within twenty five (25) days of receipt of such Tax Returns election with respect to the extent that such comments, if so incorporated, would not result in such Tax Returns violating Group Companies with retroactive effect to any applicable Legal Requirements. To the extent permitted by applicable law, the Shareholders shall include any income, gain, loss, deduction or other tax items for such periods on their Tax Returns in a manner consistent with the Schedule K-1s prepared by PSI for such periods. To the extent that the Seller or PPPI has any Tax liability on a Pre-Closing Tax Period, Period or on the portion Straddle Period of the Straddle Tax Period that relates Group Companies, and shall not voluntarily approach any Governmental Authority with respect to any Income Taxes of the Group Companies in any Pre-Closing Tax Periods (as determined Period or Straddle Period, in Section 9.1(b) beloweach case, (together, the “Pre-Closing Taxes”) (to the extent such action would increase the Seller’s liability for Income Taxes are not reflected (including by way of Seller’s indemnification pursuant to Section 10.2.1 of this Agreement or reduction in amounts the Final Working Capital StatementSeller would otherwise receive under this Agreement out of the Escrow Amount or otherwise), then the Shareholders shall remit any such Tax due to PSI or PPPI no later than five (5) Business Days prior to the due date of such Tax Returns.

Income Tax Returns. To the extent necessary under applicable law, Buyer shall cause the Company and the Subsidiaries to consent to join, for all Tax periods of the Company and the Subsidiaries ending on or before the Closing Date (athe "Pre-Closing Period") PSI for which the Company and the Subsidiaries are eligible to do so, in any consolidated or combined federal, state or local Income Tax Returns. Seller shall prepare or cause to be prepared and file timely filed any and all consolidated or cause to be filed all combined federal, state or local Income Tax Returns as well as any separate federal, state, local or foreign Income Tax Returns for the Seller Company and PPPI the Subsidiaries for all Tax periods of the Company and the Subsidiaries ending on or prior to the Closing Date (“Pre-Closing Tax Periods”) and for periods that begin before the Closing Date Date. Buyer shall cause to be prepared and end after timely filed any and all Income Tax Returns for Tax periods of the Closing Date (the “Straddle Tax Period”) that are filed Company and Subsidiaries ending after the Closing Date. Seller’s The parties agree to cooperate with each other and each other's affiliates in the preparation of the portions of such returns pertaining to the Company or the Subsidiaries. For state Income Tax purposes and federal Tax Returns for the tax year including the Closing Date shall reflect a deduction for the Transaction Deductions, to the extent permitted by under applicable Legal Requirementsstate law, the parties acknowledge and agree that all state Income Tax Returns shall be filed on the basis that the applicable state equivalent of the Section 338(h) (10) Joint Election shall have terminated the Tax period of the Company and the Subsidiaries as of the Effective Time. At least thirty (30) days prior The parties agree to cooperate with each other and each other's affiliates in the preparation of the portions of the returns pertaining to the date Company and the Subsidiaries. The parties shall also provide each other with full access to applicable records to enable the preparation of said returns. Seller shall pay on which any income Tax Return relating a timely basis all Income Taxes in respect to a the Pre-Closing Tax Period or Straddle Tax Period is required shown as due on such returns. The parties shall make available to be filed (taking into account any valid extensions), PSI shall submit such Tax Returns to Seller Representative for review and comment. PSI shall modify all such federal and state income Tax Returns to incorporate any reasonable comments made by Seller Representative to PSI within twenty five (25) days each other relevant copies of receipt the portions of such Tax Returns returns relating to the extent that such comments, if so incorporated, would not result in such Tax Returns violating any applicable Legal Requirements. To Company and the extent permitted by applicable law, Subsidiaries for taxable years ending before or including the Shareholders shall include any income, gain, loss, deduction or other tax items for such periods on their Tax Returns in a manner consistent with the Schedule K-1s prepared by PSI for such periods. To the extent that the Seller or PPPI has any Tax liability on a Pre-Closing Tax Period, or on the portion of the Straddle Tax Period that relates to Pre-Closing Tax Periods (as determined in Section 9.1(b) below, (together, the “Pre-Closing Taxes”) (to the extent such Taxes are not reflected in the Final Working Capital Statement), then the Shareholders shall remit any such Tax due to PSI or PPPI no later than five (5) Business Days prior to the due date of such Tax ReturnsDate.

Income Tax Returns. The Company shall timely file or cause to be timely filed when due all Returns that are required to be filed by or with respect to the Company and each Company Subsidiary prior to the Closing Date, provided, however, that the Company will provide each such Tax Return to Acquiror for its review and comment at least fifteen (a15) PSI [*] Confidential treatment requested. 77 CONFIDENTIAL TREATMENT REQUESTED Business Days prior to the date on which such Tax Return is to be filed, the Company shall consider in good faith the reasonable comments of Acquiror to each such Tax Return, and the Company shall cause such Tax Return to be timely signed by the appropriate officer(s) of the Company or Company Subsidiary, as the case may be. The Company shall timely pay all such amounts shown as due on such Returns. All such Returns shall be prepared in a manner that is consistent with the past practice of the Company and each Company Subsidiary, except as required by applicable law. Acquiror shall prepare and file, or shall cause to be prepared and file or cause filed, all Returns of the Company and each Company Subsidiary to be filed all for any Tax Returns for the Seller and PPPI for all periods period ending on or prior to the Closing Date (“Pre-Closing Tax Periods”) and for periods that begin before the Closing Date and the portion of any Tax period that includes but does not end after on the Closing Date (the “Straddle Pre-Closing Tax Period”) that are filed the due date of which (taking into account extensions) is after the Closing Date. Seller’s state and federal ; provided that Acquiror shall provide each income Tax Returns Return for the tax year including a period that ends on or before the Closing Date shall reflect a deduction for the Transaction Deductions, to the extent permitted by applicable Legal Requirements. At Securityholders’ Representative Committee for its review and comment at least thirty fifteen (3015) days Business Days prior to the date on which any income such Tax Return relating to a Pre-Closing Tax Period or Straddle Tax Period is required to be filed (taking into account any valid extensions)filed, PSI Acquiror shall submit consider in good faith the reasonable comments of the Securityholders’ Representative Committee to each such Tax Return, and Acquiror shall cause such Tax Return to be timely signed by the appropriate officer(s) of Acquiror, the Company or Company Subsidiary, as the case may be. The Company and each Company Subsidiary shall be responsible for paying any amount shown as due on such Returns when filed, subject to Seller Representative the indemnification provisions of this Section 5.9. All such Returns shall be prepared in a manner that is consistent with the past practice of the Company and each Company Subsidiary, except as required by applicable law. Acquiror and the Company shall not take any action, or permit any action to be taken, that may prevent the tax year of the Company and each Company Subsidiary from ending for review and comment. PSI shall modify all such federal and state income Tax Returns to incorporate any reasonable comments made by Seller Representative to PSI within twenty five (25) days of receipt of such Tax Returns to purposes at the extent that such comments, if so incorporated, would not result in such Tax Returns violating any applicable Legal Requirements. To the extent permitted by applicable law, the Shareholders shall include any income, gain, loss, deduction or other tax items for such periods on their Tax Returns in a manner consistent with the Schedule K-1s prepared by PSI for such periods. To the extent that the Seller or PPPI has any Tax liability on a Pre-Closing Tax Period, or on the portion end of the Straddle Tax Period that relates to Pre-day on which the Closing Tax Periods (as determined in Section 9.1(b) below, (together, the “Pre-Closing Taxes”) (to the extent such Taxes are not reflected in the Final Working Capital Statement), then the Shareholders shall remit any such Tax due to PSI or PPPI no later than five (5) Business Days prior to the due date of such Tax Returnsoccurs.

Income Tax Returns. (a) PSI The Acquiror shall prepare and file, or shall cause to be prepared and file or cause filed, all Tax Returns of the Company and any Company Subsidiary to be filed all for (i) any Tax Returns for the Seller and PPPI for all periods period ending on or prior to before the Closing Date the due date of which (taking into account extensions) is after the Closing Date, and (ii) any Tax period of the Company or any Company Subsidiary that includes (but does not end on) the Closing Date (a “Pre-Closing Straddle Period”); provided that to the extent that such Tax Periods”Return (x) and could result in a material Tax liability for periods that begin before which the Company Securityholders would be responsible as Indemnifiable Damages or (y) is for a Tax period ending on the Closing Date and end after is expected to reflect Anticipated Refunds. The Acquiror shall provide each such Tax Return to the Securityholders’ Representative for its review and comment at least fifteen (15) Business Days prior to the date on which such Tax Return is to be filed (except that in the case of a Tax Return due (taking into account any timely filed extensions) within thirty (30) days following the Closing Date (or filed on a monthly basis or more frequently, the “Straddle Tax Period”Return shall be provided to the Securityholders’ Representative in such shorter period of time prior to filing as the Acquiror shall reasonably determine to be practicable), the Acquiror shall accept the reasonable comments of the Securityholders’ Representative to each such Tax Return, and the Acquiror shall cause such Tax Return to be signed by the appropriate officer(s) of the Acquiror or the Company or a Company Subsidiary, as the case may be, and timely filed. Each such Tax Return shall be prepared in a manner that are filed after is consistent with the Closing Datepast practice of the Company and the Company Subsidiaries, unless Acquiror reasonably determines that it does not have a more likely than not position with respect to an item on such Tax Return. Seller’s state and federal Tax Returns for the tax year including the Closing Date shall reflect a deduction for the Transaction DeductionsThe parties agree that, to the extent permitted by applicable Legal Requirements. At least thirty (30) days prior to the date on which any income Tax Return relating to a Pre-Closing Tax Period or Straddle Tax Period is required to law, Transaction Deductions shall be filed (taking taken into account as losses or deductions in the Tax period ending on the Closing Date, provided that the parties hereto agree that the Company shall make the safe harbor election under Revenue Procedure 2011-29, 2011-18 IRB, to treat 70% of any valid extensions)success-based fees that were paid by or on behalf of the Company or any of the Company Subsidiaries as an amount that did not facilitate the transactions contemplated under this Agreement and therefore treat 70% of such costs as deductible. As soon as practicable after Closing, PSI the Acquiror shall submit such cause the Company and the Company Subsidiaries to file Tax Returns to Seller Representative obtain a refund of any overpayment of estimated Taxes and to carry back any losses generated in the Tax period ending on the Closing Date to obtain a Tax refund, including, without limitation, any and all Anticipated Refunds. Neither the Company or any Company Subsidiary shall make the election provided for review and comment. PSI shall modify all such federal and in Section 172(b)(3) of the Code (or any similar election for state income Tax Returns purposes) to incorporate waive the carryback of any reasonable comments made by Seller Representative to PSI within twenty five (25) days of receipt of such net operating loss arising in the Tax Returns to the extent that such comments, if so incorporated, would not result in such Tax Returns violating any applicable Legal Requirements. To the extent permitted by applicable law, the Shareholders shall include any income, gain, loss, deduction or other tax items for such periods on their Tax Returns in a manner consistent with the Schedule K-1s prepared by PSI for such periods. To the extent that the Seller or PPPI has any Tax liability on a Pre-Closing Tax Period, or period ending on the portion of the Straddle Tax Period that relates to Pre-Closing Tax Periods (as determined in Section 9.1(b) below, (together, the “Pre-Closing Taxes”) (to the extent such Taxes are not reflected in the Final Working Capital Statement), then the Shareholders shall remit any such Tax due to PSI or PPPI no later than five (5) Business Days prior to the due date of such Tax ReturnsDate.

Income Tax Returns. The Company shall timely file or cause to be timely filed when due all Returns that are required to be filed by or with respect to the Company and each Company Subsidiary prior to the Closing Date, provided, however, that the Company will provide each such Tax Return to Acquiror for its review and comment at least fifteen (a15) PSI Business Days prior to the date on which such Tax Return is to be filed, the Company shall consider in good faith the reasonable comments of Acquiror to each such Tax Return, and the Company shall cause such Tax Return to be timely signed by the appropriate officer(s) of the Company or Company Subsidiary, as the case may be. The Company shall timely pay all such amounts shown as due on such Returns. All such Returns shall be prepared in a manner that is consistent with the past practice of the Company and each Company Subsidiary, except as required by applicable law. Acquiror shall prepare and file, or shall cause to be prepared and file or cause filed, all Returns of the Company and each Company Subsidiary to be filed all for any Tax Returns for the Seller and PPPI for all periods period ending on or prior to the Closing Date (“Pre-Closing Tax Periods”) and for periods that begin before the Closing Date and the portion of any Tax period that includes but does not end after on the Closing Date (the “Straddle Pre-Closing Tax Period”) that are filed the due date of which (taking into account extensions) is after the Closing Date. Seller’s state and federal ; provided that Acquiror shall provide each income Tax Returns Return for the tax year including a period that ends on or before the Closing Date shall reflect a deduction for the Transaction Deductions, to the extent permitted by applicable Legal RequirementsSecurityholders’ Representative Committee for its review and comment at least fifteen (15) Business Days prior * Confidential treatment requested. At least thirty (30) days prior 76 to the date on which any income such Tax Return relating to a Pre-Closing Tax Period or Straddle Tax Period is required to be filed (taking into account any valid extensions)filed, PSI Acquiror shall submit consider in good faith the reasonable comments of the Securityholders’ Representative Committee to each such Tax Return, and Acquiror shall cause such Tax Return to be timely signed by the appropriate officer(s) of Acquiror, the Company or Company Subsidiary, as the case may be. The Company and each Company Subsidiary shall be responsible for paying any amount shown as due on such Returns when filed, subject to Seller Representative the indemnification provisions of this Section 5.9. All such Returns shall be prepared in a manner that is consistent with the past practice of the Company and each Company Subsidiary, except as required by applicable law. Acquiror and the Company shall not take any action, or permit any action to be taken, that may prevent the tax year of the Company and each Company Subsidiary from ending for review and comment. PSI shall modify all such federal and state income Tax Returns to incorporate any reasonable comments made by Seller Representative to PSI within twenty five (25) days of receipt of such Tax Returns to purposes at the extent that such comments, if so incorporated, would not result in such Tax Returns violating any applicable Legal Requirements. To the extent permitted by applicable law, the Shareholders shall include any income, gain, loss, deduction or other tax items for such periods on their Tax Returns in a manner consistent with the Schedule K-1s prepared by PSI for such periods. To the extent that the Seller or PPPI has any Tax liability on a Pre-Closing Tax Period, or on the portion end of the Straddle Tax Period that relates to Pre-day on which the Closing Tax Periods (as determined in Section 9.1(b) below, (together, the “Pre-Closing Taxes”) (to the extent such Taxes are not reflected in the Final Working Capital Statement), then the Shareholders shall remit any such Tax due to PSI or PPPI no later than five (5) Business Days prior to the due date of such Tax Returnsoccurs.