Common use of Preparation and Filing of Tax Returns Clause in Contracts

Preparation and Filing of Tax Returns. (i) The Sellers shall cause the Company Group to prepare and timely file all Tax Returns of the Company Group or any of its Subsidiaries required to be filed (taking into account extensions) prior to the Closing Date. The Sellers shall prepare, or cause to be prepared, any and all income Tax Returns of the Company Group and its Subsidiaries, filed or required to be filed after the Closing Date but that relate to any Tax periods ending on or prior to the Closing Date (“Pre-Closing Income Tax Returns”). The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on such Pre-Closing Income Tax Return. The Buyers shall cooperate with the Sellers to effect the filing of each such Pre-Closing Income Tax Return on a timely basis and will cause the Company Group or applicable Subsidiary, as the case may be, to timely remit any Taxes shown as owing on such Pre-Closing Income Tax Return upon receipt by the Buyers of the amount of such remittance pursuant to the immediately preceding sentence. The Sellers shall (A) prepare such Pre-Closing Income Tax Returns in a manner consistent with the past practices of the Company Group and its Subsidiaries to the maximum extent allowable under Law, provided that the Transaction Tax Deductions shall be allocated to the taxable period ending on the Closing Date to the maximum extent allowable by Law, (B) deliver a draft of any such Pre-Closing Income Tax Return, no later than 30 days prior to the due date for filing such Pre-Closing Income Tax Return, to the Buyers for its review and comment, and reasonably and in good faith consider the comments of the Buyers in the course of finalizing such Pre-Closing Income Tax Returns. The Sellers shall not file such Pre-Closing Tax Return without the prior written consent of the Buyers, which consent shall not be unreasonably withheld, delayed or conditioned. The Buyers shall prepare and timely file, or cause to be prepared and timely filed, any and all Tax Returns of the Company Group and its Subsidiaries, including Tax Returns for Straddle Periods, filed or required to be filed after the Closing Date other than the Pre-Closing Income Tax Returns; provided, however, that with respect to any such Tax Returns relating to a Pre-Closing Tax Period: (x) the Buyers shall prepare such Tax Returns in a manner consistent with the past practices of the Company Group to the maximum extent allowable under Law, (y) the Buyers shall deliver a draft of any such Tax Return, no later than 15 days prior to the due date for filing such Tax Return to the Sellers for its review and comment, and (z) the Buyers shall not file such Tax Returns without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned. The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on such Tax Returns for Straddle Periods in connection with the Pre-Closing Tax Period (as determined in accordance with the Straddle Period allocation principles set forth in Section 9.8(b)(ii)) within 15 days after the finalization of such Tax Returns. None of the Buyers or any of their Affiliates shall (or shall cause or permit any other Person to) (A) except as otherwise provided in this Section 9.8, amend, re file or otherwise modify any Tax Return relating in whole or in part to the Company Group or any of its Subsidiaries with respect to any Pre-Closing Tax Period (or portion thereof); (B) make any Tax election that has retroactive effect to any Pre-Closing Tax Period (or portion thereof); (C) file any ruling or request with any taxing authority that relates to Taxes or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period (or portion thereof); or (D) enter into or initiate any voluntary disclosure agreement or procedure with any taxing authority regarding any Tax or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period, in each case, without the prior written consent of the Sellers, not to be unreasonably withheld, conditioned or delayed.

Preparation and Filing of Tax Returns. (i) The Sellers PAYMENT OF TAXES. Xxxxx shall cause the Company Group to prepare and file on or before the due date therefor (taking into account properly and timely file granted extensions), all Tax Returns of the Company Group or any of its Subsidiaries required to be filed by him with respect to all tax periods affected by the Note Termination Transactions. Without limiting the generality of the foregoing, Xxxxx shall file a federal income Tax Return for the period ending December 31, 2001 on or before the due date therefor, which shall include a completed Form 982 (taking into account extensionsReduction of Tax Attributes Due to Discharge of Indebtedness (and Section 1082 Basis Adjustment)) prior setting forth the information called for therein with respect to the Closing Dateforgiveness of indebtedness accomplished pursuant to the Note Termination Agreement. It shall be Xxxxx'x primary responsibility to complete his Tax Returns required to be so filed, but the Company will consult with and advise Xxxxx with respect to those portions of his Tax Returns which are impacted by the Note Termination Transactions. Prior to filing such Tax Returns, Xxxxx will furnish the Company with the portions thereof which are affected by the Note Termination Transactions and give the Company the opportunity to make suggested revisions thereto. The Sellers shall prepare, or cause to be prepared, any indemnity and all income Tax Returns other obligations of the Company Group and its Subsidiaries, filed or required to be filed after the Closing Date but that relate to any Tax periods ending on or prior to the Closing Date (“Pre-Closing Income Tax Returns”). The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on such Pre-Closing Income Tax Return. The Buyers shall cooperate with the Sellers to effect the filing of each such Pre-Closing Income Tax Return on a timely basis and will cause the Company Group or applicable Subsidiary, as the case may be, to timely remit any Taxes shown as owing on such Pre-Closing Income Tax Return upon receipt by the Buyers of the amount of such remittance pursuant to the immediately preceding sentence. The Sellers shall (A) prepare such Pre-Closing Income Tax Returns in a manner consistent with the past practices of the Company Group and its Subsidiaries to the maximum extent allowable under Law, provided that the Transaction Tax Deductions shall be allocated to the taxable period ending on the Closing Date to the maximum extent allowable by Law, (B) deliver a draft of any such Pre-Closing Income Tax Return, no later than 30 days prior to the due date for filing such Pre-Closing Income Tax Return, to the Buyers for its review and comment, and reasonably and in good faith consider the comments of the Buyers in the course of finalizing such Pre-Closing Income Tax Returns. The Sellers shall not file such Pre-Closing Tax Return without the prior written consent of the Buyers, which consent shall not be unreasonably withheld, delayed or conditioned. The Buyers shall prepare and timely file, or cause to be prepared and timely filed, any and all Tax Returns of the Company Group and its Subsidiaries, including Tax Returns for Straddle Periods, filed or required to be filed after the Closing Date other than the Pre-Closing Income Tax Returns; provided, however, that with respect to any such Tax Returns relating to a Pre-Closing Tax Period: (x) the Buyers shall prepare such Tax Returns in a manner consistent with the past practices of the Company Group to the maximum extent allowable under Law, (y) the Buyers shall deliver a draft of any such Tax Return, no later than 15 days prior to the due date for filing such Tax Return to the Sellers for its review and comment, and (z) the Buyers shall not file such Tax Returns without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned. The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on such Tax Returns for Straddle Periods in connection with the Pre-Closing Tax Period (as determined in accordance with the Straddle Period allocation principles set forth in Section 9.8(b)(ii)) within 15 days after this Agreement are expressly made subject to Xxxxx'x compliance with his obligations hereunder and shall be effective only insofar as Xxxxx complies with such obligations and files his Tax Returns which, insofar as they pertain to or are affected by the finalization of such Tax Returns. None of the Buyers or any of their Affiliates shall (or shall cause or permit any other Person to) (A) except as otherwise provided Note Termination Transactions, are in this Section 9.8, amend, re file or otherwise modify any Tax Return relating in whole or in part form and substance reasonably acceptable to the Company, and any failure by Xxxxx in that regard will relieve the Company Group or any of its Subsidiaries with respect to any Pre-Closing Tax Period (or portion thereof); (B) make any Tax election that has retroactive effect to any Pre-Closing Tax Period (or portion thereof); (C) file any ruling or request with any taxing authority that relates to Taxes or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period (or portion thereof); or (D) enter into or initiate any voluntary disclosure agreement or procedure with any taxing authority regarding any Tax or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period, in each case, without the prior written consent of the Sellers, not to be unreasonably withheld, conditioned or delayedobligations hereunder.

Preparation and Filing of Tax Returns. (i) The Sellers shall cause the Company Group to prepare and timely file or shall cause to be prepared and timely filed all Tax Returns of for the Company Group or any of and its Subsidiaries that are required to be filed (taking into account extensions) on or before the Closing Date, and the Sellers shall procure the payment of all Taxes due with such Tax Returns. Any Tax Returns required to be filed by the Sellers pursuant to the immediately prior sentence shall be prepared on a basis consistent with the last previous such Tax Returns. The Buyers shall prepare and timely file or shall cause to be prepared and timely filed all other Tax Returns for the Company and its Subsidiaries (excluding any Tax Returns required to be prepared by the Sellers pursuant to Section 7.6(f)). Tax Returns required to be filed by the Buyers for a period that ends on or before the Closing Date shall, insofar as they relate to the Company and its Subsidiaries prior to the Closing Date, be prepared on a basis consistent with the last previous such Tax Returns filed, unless the Buyers conclude that there is no reasonable basis for such position. Tax Returns required to be filed by the Buyers for a Straddle Period shall, insofar as they relate to the Company and its Subsidiaries prior to the Closing Date, be prepared on a basis consistent with the last previous such Tax Returns filed, unless the Buyers conclude that an alternative position is more likely than not the correct position. The Sellers Buyers shall prepare, or (i) cause an election to be preparedmade to reduce U.S. Corp’s basis in the stock of the U.S. Diagnostic Entity described in Section 6.1 of the Disclosure Letter to its fair market value pursuant to Section 362(e)(2)(C) of the Code, and shall cause such an election to be filed with the relevant Tax Return for the year in which the Closing occurs, (ii) not elect to file consolidated returns for an affiliated group that includes U.S. Corp for the tax year ending on the Closing Date, and (iii) elect to not terminate the Dutch fiscal unity between the Company, Systagenix Wound Management Mid Co B.V. and Systagenix Wound Management IP Co B.V. as a result of the merger of Systagenix Wound Management Mid Co B.V. with and into Systagenix Wound Management BV as described in Section 6.1 of the Disclosure Letter. In the case of any Tax Return required to be filed by the Buyers for the Company and all income its Subsidiaries with respect to Taxes for which the Sellers are required to pay pursuant to this Agreement, the Buyers shall deliver to the Sellers, at least 15 Business Days prior to the due date for the filing of such Tax Return (taking into account extensions) or if the information necessary to prepare such Tax Return is not available 15 Business Days before the due date, then promptly after such information becomes available, a statement setting forth and requesting payment for the amount of Tax for which the Sellers are responsible and a copy of such Tax Return. Any Taxes required to be paid by the Sellers pursuant to this Agreement with respect to Tax Returns of for the Company Group and its Subsidiaries, filed or Subsidiaries that are required to be filed after the Closing Date but that relate to any Tax periods ending on or prior to the Closing Date (“Pre-Closing Income Tax Returns”). The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on such Pre-Closing Income Tax Return. The Buyers shall cooperate with be paid by the Sellers to effect the filing within 10 days of each such Pre-Closing Income Tax Return on a timely basis and will cause the Company Group or applicable Subsidiary, as the case may be, to timely remit any Taxes shown as owing on such Pre-Closing Income Tax Return upon receipt by the Buyers of the amount of such remittance pursuant to the immediately preceding sentence. The Sellers shall (A) prepare such Pre-Closing Income Tax Returns in a manner consistent with the past practices of the Company Group and its Subsidiaries to the maximum extent allowable under Law, provided that the Transaction Tax Deductions shall be allocated to the taxable period ending on the Closing Date to the maximum extent allowable by Law, (B) deliver a draft of any such Pre-Closing Income Tax Return, no later than 30 days prior to the due date for such Taxes, or no later than the date such Tax Return is filed if such Tax Return is filed earlier than the applicable due date and the Sellers had a reasonable period to review such Tax Return. For the avoidance of doubt, the Sellers’ obligation to pay their share of Taxes pursuant to this Section 7.6(a) is not subject to the limitations on indemnification set forth in Section 10.5(a) and (b). Solely in the case of any Tax Return which the Buyers are responsible for preparing under this Section 7.6(a) with respect to a Tax for which the Sellers have an indemnification obligation pursuant to this Agreement, the Sellers shall have the right to review such Tax Return and statement prior to the filing of such Pre-Closing Income Tax Return, to and the Sellers and the Buyers for its review agree to consult and comment, and reasonably and resolve in good faith consider the comments and as promptly as possible any issue arising as a result of the Buyers in the course Sellers’ review of finalizing such Pre-Closing Income Tax Returns. The Sellers shall not file such Pre-Closing Tax Return and statement. Neither party may file any amended Tax Returns for any Tax period for the Company and its Subsidiaries with respect to which the other party is obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 7.6(a) without the prior written consent of the Buyersother party. Notwithstanding any provision of this Agreement, the Buyers may not make an election under Section 338(g) of the Code with respect to its purchase or deemed purchase of the Company or any of its Subsidiaries without the Sellers’ written consent. If the Sellers determine that any of the Company and their Subsidiaries is entitled to file or make a formal or informal claim for refund or file an amended Tax Return providing for a refund with respect to a period for which it is obligated to prepare or cause to be prepared the original such Tax Return pursuant to this Section 7.6(a) and with respect to Taxes for which the Sellers have agreed with the Buyers that Sellers have an indemnification obligation pursuant to this Agreement, the Sellers shall be entitled to file or make such claim or amended Tax Return on behalf of such entity and will be entitled to control the prosecution of such refund claims; provided, that the Sellers shall not take any action that would result in any incremental increases in Tax liabilities or decreases in Tax assets and benefits of the Company and its Subsidiaries and their direct and indirect equityholders as reasonably determined by the Buyers other than with the written consent of the Buyers which consent shall not be unreasonably withheld, delayed or conditioned. The Buyers shall prepare and timely file, or cause to be prepared and timely filed, any and all Tax Returns of the Company Group and its Subsidiaries, including Tax Returns for Straddle Periods, filed or required to be filed after the Closing Date other than the Pre-Closing Income Tax Returns; provided, however, that with respect to any such Tax Returns relating to a Pre-Closing Tax Period: (x) the Buyers shall prepare such Tax Returns in a manner consistent with the past practices of the Company Group to the maximum extent allowable under Law, (y) the Buyers shall deliver a draft of any such Tax Return, no later than 15 days prior to the due date for filing such Tax Return to the Sellers for its review and comment, and (z) the Buyers shall not file such Tax Returns without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned. The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on such Tax Returns for Straddle Periods in connection with the Pre-Closing Tax Period (as determined in accordance with the Straddle Period allocation principles set forth in Section 9.8(b)(ii)) within 15 days after the finalization of such Tax Returns. None of the Buyers or any of their Affiliates shall (or shall cause or permit any other Person to) (A) except as otherwise provided in this Section 9.8, amend, re file or otherwise modify any Tax Return relating in whole or in part to the Company Group or any of its Subsidiaries with respect to any Pre-Closing Tax Period (or portion thereof); (B) make any Tax election that has retroactive effect to any Pre-Closing Tax Period (or portion thereof); (C) file any ruling or request with any taxing authority that relates to Taxes or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period (or portion thereof); or (D) enter into or initiate any voluntary disclosure agreement or procedure with any taxing authority regarding any Tax or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period, in each case, without the prior written consent of the Sellers, not to be unreasonably withheld, conditioned or delayed.

Preparation and Filing of Tax Returns. (ia) The Sellers Purchaser shall prepare or cause to be prepared, at the Company Group Equityholders’ expense (to prepare be funded by the Equityholder Representative out of the Expense Fund on behalf of the Equityholders, to the extent available, and thereafter by the Equityholders directly), and timely file or cause to be filed, all Tax Returns of the Company Group or any of its Subsidiaries required to be filed (taking into account extensions) prior to the Closing Date. The Sellers shall prepare, or cause to be prepared, any and all income Tax Returns of the Company Group and its Subsidiaries, filed or required to be filed after the Closing Date but that relate to for any Tax periods ending on or prior to the Closing Date (“Pre-Closing Income Tax Returns”)Period or any Straddle Period. The Sellers Purchaser shall promptly pay over permit Equityholder Representative to review and comment on each Tax Return described in the Buyers any Taxes shown as owing on such Pre-Closing Income Tax Return. The Buyers shall cooperate with the Sellers to effect the filing of each such Pre-Closing preceding sentence that is either an Income Tax Return on a timely basis and will cause the Company Group or applicable Subsidiary, as the case may be, to timely remit of which reflects any Taxes shown as owing on such Pre-Closing Income Tax Return upon receipt by the Buyers liability in excess of the amount of such remittance Taxes that is included in Closing Indebtedness or Transaction Expenses (each as finally determined pursuant to ‎Section 2.12) and for which the immediately preceding sentence. The Sellers Equityholders are responsible, and shall (A) prepare incorporate Equityholder Representative’s reasonable comments into such Pre-Closing Income Tax Returns in a manner consistent with but only to the past practices extent such comments could reasonably be expected to affect the indemnification obligations of the Company Group and its Subsidiaries Equityholders pursuant hereto. Except as otherwise required pursuant to the maximum extent allowable under applicable Law, provided that the Transaction Tax Deductions shall be allocated to the taxable period ending on the Closing Date to the maximum extent allowable by Law, or permitted with Equityholder Representative’s consent (B) deliver a draft of any such Pre-Closing Income Tax Return, no later than 30 days prior to the due date for filing such Pre-Closing Income Tax Return, to the Buyers for its review and comment, and reasonably and in good faith consider the comments of the Buyers in the course of finalizing such Pre-Closing Income Tax Returns. The Sellers shall not file such Pre-Closing Tax Return without the prior written consent of the Buyers, which consent shall not be unreasonably withheld, delayed or conditioned. The Buyers shall prepare and timely file, or cause delayed), all Tax Returns prepared pursuant to this ‎Section 10.1 shall be prepared and timely filed, any and all Tax Returns of the Company Group and its Subsidiaries, including Tax Returns for Straddle Periods, filed or required to be filed after the Closing Date other than the Pre-Closing Income Tax Returns; provided, however, that with respect to any such Tax Returns relating to a Pre-Closing Tax Period: (x) the Buyers shall prepare such Tax Returns in a manner consistent with the past practices of the Company Group to the maximum extent allowable under Law, (y) the Buyers shall deliver a draft of any such Tax Return, no later than 15 days prior to the due date for filing such Tax Return to the Sellers for its review and comment, and (z) the Buyers Company. Purchaser shall not file such Tax Returns without the prior written consent of the Sellers, which consent shall not amend or cause to be unreasonably withheld, delayed or conditioned. The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on such Tax Returns for Straddle Periods in connection with the Pre-Closing Tax Period (as determined in accordance with the Straddle Period allocation principles set forth in Section 9.8(b)(ii)) within 15 days after the finalization of such Tax Returns. None of the Buyers or any of their Affiliates shall (or shall cause or permit any other Person to) (A) except as otherwise provided in this Section 9.8, amend, re file or otherwise modify amended any Tax Return relating in whole or in part to of the Company Group or any of its Subsidiaries with respect to for any Pre-Closing Tax Period (or portion thereof); (B) make take any Tax election that has retroactive effect other action with respect to any Pre-Closing Tax Period (or portion thereof); (C) file such period that could reasonably be expected to increase any ruling or request with any taxing authority that relates to Taxes or Tax Returns indemnification obligations of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period (or portion thereof); or (D) enter into or initiate any voluntary disclosure agreement or procedure with any taxing authority regarding any Tax or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax PeriodEquityholders hereunder, in each case, without the prior written consent of the SellersEquityholder Representative, which consent shall not to be unreasonably withheld, conditioned conditioned, or delayed. The parties acknowledge and agree that for U.S. federal Income Tax purposes, the taxable year of the Company will end at the end of the day on the Closing Date and, to the extent applicable Tax Laws in other taxing jurisdictions so permit or require, the parties will elect to cause the taxable year of the Company to terminate at the end of the day on the Closing Date.

Preparation and Filing of Tax Returns. (i) The Sellers Buyer shall timely prepare and file, or shall cause to be timely prepared and filed, Tax Returns for the Company Group with respect to prepare and timely file all Tax Returns of the Company Group taxable periods ending on or any of its Subsidiaries required to be filed (taking into account extensions) prior to before the Closing Date. The Sellers shall prepareDate (the “Pre-Closing Tax Period”) and Straddle Periods, or cause to be prepared, any and all income Tax Returns of the Company Group and its Subsidiaries, in each such case which are filed or required originally due to be filed after the Closing Date but (taking into account any extension of time to file granted to or obtained on behalf thereof); provided, however, that relate Buyer shall provide each such Tax Return (together with supporting schedules and information) to any Tax periods ending on the Seller for its review, comment and approval, which approval shall not be unreasonably withheld conditioned or delayed, at least twenty (20) Business Days prior to the Closing Date date on which such Tax Return is due to be filed and shall incorporate into the final Tax Returns filed any reasonable comments provided by the Seller not later than five (“Pre-Closing Income Tax Returns”). The Sellers shall promptly pay over 5) Business Days prior to the Buyers any Taxes shown as owing on due date of such Pre-Closing Income Tax Return. The Buyers shall cooperate with the Sellers to effect the filing of each such Pre-Closing Income Tax Return on a timely basis and will cause the Company Group or applicable Subsidiary, as the case may be, to timely remit any Taxes shown as owing on such Pre-Closing Income Tax Return upon receipt by the Buyers of the amount of such remittance pursuant to the immediately preceding sentence. The Sellers shall (A) prepare such Pre-Closing Income Such Tax Returns shall be prepared in a manner consistent with the past practices except as otherwise required to comply with applicable Law; provided that any deductions that are attributable to the write-off of capitalized financing fees, and the deductible portions of Transaction Expenses (which, for purposes of any such Transaction Expenses that are success-based under IRS Revenue Procedure 2011-29, shall equal but not exceed seventy percent (70%) thereof, such that the remaining thirty percent (30%) thereof shall be capitalized in accordance with the safe harbor election established by IRS Revenue Procedure 2011-29) and Indebtedness and any other expenses that arise on or before the Closing Date as a result of the Company Group transactions contemplated hereby, and its Subsidiaries any compensatory payments or deductible amounts related to any accrued bonus or similar amount, shall be deducted to the maximum extent allowable under Law, provided that the Transaction Tax Deductions shall be allocated to the taxable period ending on the Closing Date to the maximum extent allowable by Law, (B) deliver a draft of any such Pre-Closing Income Tax Return, no later than 30 days prior to the due date for filing such Pre-Closing Income Tax Return, to the Buyers for its review and comment, and reasonably and in good faith consider the comments of the Buyers applicable Law in the course of finalizing such Pre-Closing Income Tax Returns. The Sellers shall not file such Pre-Closing Tax Return without the prior written consent of the Buyers, which consent shall not be unreasonably withheld, delayed or conditioned. The Buyers shall prepare and timely file, or cause to be prepared and timely filed, any and all Tax Returns of the Company Group and its Subsidiaries, including Tax Returns for Straddle Periods, filed or required to be filed after the Closing Date other than the Pre-Closing Income Tax Returns; provided, however, that with respect to any such Tax Returns relating to a Pre-Closing Tax Period: (x) the Buyers . The Seller shall prepare pay to Buyer any amount shown to be due on any such Tax Returns Return for which the Seller is obligated to indemnify the Buyer pursuant to Section 10.1(c)(i) taking into account the limitations set forth in a manner consistent with the past practices of the Company Group Article IX and Section 10.1(c)(ii)). With respect to the maximum extent allowable under Law, (y) the Buyers shall deliver a draft of any Tax shown to be due on any such Tax Return, no later than 15 days prior Buyer shall pay to the due date for filing Seller the excess, if any, of the amount of such Tax Return to included in the Sellers for its review and comment, and (z) Estimated Accrued Income Taxes over the Buyers shall not file amount of such Tax Returns without shown pursuant to Section 10.1(c)(i), taking into account the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned. The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on such Tax Returns for Straddle Periods in connection with the Pre-Closing Tax Period (as determined in accordance with the Straddle Period allocation principles limitations set forth in Article IX and Section 9.8(b)(ii10.1(c)(ii)) within 15 days after the finalization of such Tax Returns. None of the Buyers or any of their Affiliates shall (or shall cause or permit any other Person to) (A) except as otherwise provided in this Section 9.8, amend, re file or otherwise modify any Tax Return relating in whole or in part to the Company Group or any of its Subsidiaries with respect to any Pre-Closing Tax Period (or portion thereof); (B) make any Tax election that has retroactive effect to any Pre-Closing Tax Period (or portion thereof); (C) file any ruling or request with any taxing authority that relates to Taxes or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period (or portion thereof); or (D) enter into or initiate any voluntary disclosure agreement or procedure with any taxing authority regarding any Tax or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period, in each case, without the prior written consent of the Sellers, not to be unreasonably withheld, conditioned or delayed.

Preparation and Filing of Tax Returns. (i) The Sellers Parent shall cause the Company Group to prepare and timely file all Tax Returns of the Company Group or any of its Subsidiaries required to be filed (taking into account extensions) prior to the Closing Date. The Sellers shall prepare, or cause to be prepared, any prepared and file or cause to be filed all income Tax Returns of for the Company Group and its Subsidiaries, filed or Subsidiaries that are required to be filed after the Closing Date but Date. Parent shall provide Stockholders’ Representative with a draft of each such Tax Return that relate relates to a Pre-Closing Tax Period (or a pro-forma Tax Return solely related to the Company and its Subsidiaries in the case of any consolidated, combined, affiliated or unitary Tax periods ending on Return that includes Parent or any of its respective Affiliates) at least thirty (30) calendar days prior to the Closing Date (“Pre-Closing Income Tax Returns”). The Sellers shall promptly pay over to earlier of the Buyers any Taxes shown as owing on such Pre-Closing Income Tax Return. The Buyers shall cooperate with the Sellers to effect the date of filing of each such Pre-Closing Income Tax Return on a or the last date for timely basis and will cause the Company Group or applicable Subsidiary, as the case may be, to timely remit any Taxes shown as owing on filing such Pre-Closing Income Tax Return upon receipt (giving effect to any valid extensions thereof) accompanied by a statement setting forth the Buyers of the amount of such remittance Stockholders’ and Optionholders’ indemnification obligation, if any, pursuant to the immediately preceding sentenceSection 10.6. The Sellers Each such Tax Return shall (A) prepare such Pre-Closing Income Tax Returns be prepared in a manner consistent with the past practices of the Company Group Company, unless otherwise required by applicable Law, and Parent shall make such revisions to such Tax Returns as are reasonably requested by Stockholders’ Representative within fifteen (15) calendar days of its Subsidiaries receipt of such Tax Return to the maximum extent allowable such comments would not increase Parent’s direct or indirect liability for Taxes. Parent shall cause any amounts shown to be due on such Tax Returns to be timely remitted to the applicable Governmental Authority and, subject to Section 9.5(b), shall be reimbursed by the Stockholders and Optionholders to the extent indemnified for such Taxes pursuant to Section 10.6. The reasonable costs of preparing such a Tax Return shall be apportioned between Parent, on the one hand, and the Stockholders and Optionholders, on the other hand, based on their respective liability under Lawsuch Tax Return. Parent and Company shall not take any action, provided or permit any action to be taken, that may prevent the Transaction tax year of the Company from ending for U.S. federal and state income Tax Deductions purposes at the end of the day on which the Closing occurs. The Parties acknowledge and agree that 100% of the Net Merger Consideration received by Stockholders and Optionholders is intended to be treated for income and all other applicable Tax purposes as consideration paid and received for the surrender of Company Stock or Stock Options as applicable and that no portion of the Net Merger Consideration shall be allocated to any non-competition, non-solicitation or other similar restricted covenant entered into by a Stockholder or Optionholder in connection with the taxable period ending on the Closing Date to the maximum extent allowable by Law, (B) deliver a draft of any such Pre-Closing Income Tax Return, no later than 30 days prior to the due date for filing such Pre-Closing Income Tax Return, to the Buyers for its review and comment, and reasonably and in good faith consider the comments of the Buyers in the course of finalizing such Pre-Closing Income Tax ReturnsMerger. The Sellers Parties shall not (and shall cause any applicable Affiliates to) (i) file such Pre-Closing Tax Return without the prior written consent of the Buyers, which consent shall not be unreasonably withheld, delayed or conditioned. The Buyers shall prepare and timely file, or cause to be prepared and timely filed, any and all Tax Returns of the Company Group and its Subsidiaries, including Tax Returns for Straddle Periods, filed or required to be filed after the Closing Date other than the Pre-Closing Income Tax Returns; provided, however, that with respect to any such Tax Returns relating to a Pre-Closing Tax Period: (x) the Buyers shall prepare such relevant Tax Returns in a manner consistent with the past practices foregoing intent and (ii) not take any position inconsistent with such intent for any Tax purpose. For the avoidance of doubt, the foregoing restrictions shall not apply to any Party’s treatment of the Company Group to the maximum extent allowable under Law, (y) the Buyers shall deliver a draft of any such Tax Return, no later than 15 days prior to the due date Net Merger Consideration solely for filing such Tax Return to the Sellers for its review and comment, and (z) the Buyers shall not file such Tax Returns without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned. The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on such Tax Returns for Straddle Periods in connection with the Pre-Closing Tax Period (as determined in accordance with the Straddle Period allocation principles set forth in Section 9.8(b)(ii)) within 15 days after the finalization of such Tax Returns. None of the Buyers or any of their Affiliates shall (or shall cause or permit any other Person to) (A) except as otherwise provided in this Section 9.8, amend, re file or otherwise modify any Tax Return relating in whole or in part to the Company Group or any of its Subsidiaries with respect to any Pre-Closing Tax Period (or portion thereof); (B) make any Tax election that has retroactive effect to any Pre-Closing Tax Period (or portion thereof); (C) file any ruling or request with any taxing authority that relates to Taxes or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period (or portion thereof); or (D) enter into or initiate any voluntary disclosure agreement or procedure with any taxing authority regarding any Tax or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period, in each case, without the prior written consent of the Sellers, not to be unreasonably withheld, conditioned or delayedfinancial accounting purposes.

Preparation and Filing of Tax Returns. (ia) The Sellers shall cause the Company Group to prepare and timely file all Tax Returns of the Company Group or any of its Subsidiaries required to be filed (taking into account extensions) prior to the Closing Date. The Sellers shall prepare, or cause to be prepared, any and all income Tax Returns of the Company Group and its Subsidiaries, filed or required to be filed after the Closing Date but that relate to any Tax periods ending on or prior to the Closing Date (“Pre-Closing Income Tax Returns”). The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on such Pre-Closing Income Tax Return. The Buyers shall cooperate with the Sellers to effect the filing of each such Pre-Closing Income Tax Return on a timely basis and will cause the Company Group or applicable Subsidiary, as the case may be, to timely remit any Taxes shown as owing on such Pre-Closing Income Tax Return upon receipt by the Buyers of the amount of such remittance pursuant to the immediately preceding sentence. The Sellers shall (A) prepare such Pre-Closing Income Tax Returns in a manner consistent with the past practices of the Company Group and its Subsidiaries to the maximum extent allowable under Law, provided that the Transaction Tax Deductions shall be allocated to the taxable period ending on the Closing Date to the maximum extent allowable by Law, (B) deliver a draft of any such Pre-Closing Income Tax Return, no later than 30 days prior to the due date for filing such Pre-Closing Income Tax Return, to the Buyers for its review and comment, and reasonably and in good faith consider the comments of the Buyers in the course of finalizing such Pre-Closing Income Tax Returns. The Sellers shall not file such Pre-Closing Tax Return without the prior written consent of the Buyers, which consent shall not be unreasonably withheld, delayed or conditioned. The Buyers Shareholders shall prepare and execute on behalf of each Company of which they are Shareholders and shall timely file, file or cause to be prepared and timely filed, all federal and state income Tax returns for all taxable periods of each such Company ending on or prior to the Closing Date the failure of which to properly and/or timely file could result in any liability or obligation on the part of the Company, Buyer or FYI, including without limitation all federal and state income Tax returns for any S Short Year and all Tax Returns of returns due prior to the Company Group and its Subsidiaries, including Closing Date ("Shareholder Tax Returns"). All such Shareholder Tax Returns shall be accurate and correct in all material respects. Such Shareholder Tax Returns shall be prepared on a basis consistent with past practice. The Shareholders shall be responsible for Straddle Periodsthe payment of all income Taxes attributable to the income reported on such Shareholder Tax Returns; provided, filed or that amounts with respect to the Shareholders' Tax liability for the S Short Year shall be paid to the Shareholders upon the terms and subject to the conditions set forth in Section 4.8. The Shareholders shall provide to Buyer drafts of all such Shareholder Tax Returns required to be prepared and filed after by the Shareholders pursuant to this Section 4.9(a) at least sixty (60) days prior to the due date (including extensions) for the filing of such Tax returns. In the event of a disagreement between Buyer and the Shareholders over the calculation of taxable income for such Shareholder Tax Returns, the Shareholders shall be required to obtain and produce a letter from an accounting firm reasonably acceptable to FYI and Buyer concluding that the treatment of the specific item at issue should more likely than not be sustained upon examination by the IRS. Buyer shall prepare all Tax returns attributable to the year of the Closing Date other than the Pre-Closing Income Tax Returns; provided, however, that with respect to any such Shareholder Tax Returns relating to a Pre-Closing described in the first sentence of this Section 4.9(a). Except for the Taxes described in the third parenthetical in Section 2.8(a), Buyer shall be responsible for the payment of all amounts due on such other Tax Period: (x) returns. The Shareholders shall cooperate with Buyer in the Buyers filing of such other Tax returns. Buyer shall prepare such be responsible for the preparation of all Tax Returns in a manner consistent with the past practices returns of the Company Group to Companies for all taxable periods ending after the maximum extent allowable under LawClosing Date, (y) including without limitation all Tax returns for the Buyers shall deliver a draft of any such Tax Return, no later than 15 days prior to the due date for filing such Tax Return to the Sellers for its review and comment, and (z) the Buyers shall not file such Tax Returns without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedC Short Year. The Sellers Companies shall promptly pay over to be responsible for the Buyers any Taxes shown as owing payment of all amounts due on such Tax Returns for Straddle Periods in connection with the Pre-Closing Tax Period (as determined in accordance with the Straddle Period allocation principles set forth in Section 9.8(b)(ii)) within 15 days after the finalization of such Tax Returns. None of the Buyers or any of their Affiliates shall (or shall cause or permit any other Person to) (A) except as otherwise provided in this Section 9.8, amend, re file or otherwise modify any Tax Return relating in whole or in part to the Company Group or any of its Subsidiaries with respect to any Pre-Closing Tax Period (or portion thereof); (B) make any Tax election that has retroactive effect to any Pre-Closing Tax Period (or portion thereof); (C) file any ruling or request with any taxing authority that relates to Taxes or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period (or portion thereof); or (D) enter into or initiate any voluntary disclosure agreement or procedure with any taxing authority regarding any Tax or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period, in each case, without the prior written consent of the Sellers, not to be unreasonably withheld, conditioned or delayedreturns.

Preparation and Filing of Tax Returns. (ia) The Sellers Company has historically prepared its Federal income Tax returns utilizing the cash basis of accounting, and has informed Buyer that it will elect to convert to the accrual method of accounting on its 2003 Federal income Tax return. The Company will utilize the accrual method of accounting after the consummation of the transactions set forth herein. The Members shall cause prepare, execute on behalf of the Company Group to prepare and timely file all Tax Returns of the Company Group or any of its Subsidiaries required to be filed (taking into account extensions) prior to the Closing Date. The Sellers shall prepare, or cause to be prepared, any and all income Tax Returns of the Company Group and its Subsidiaries, filed or required to be filed after the Closing Date but that relate to any Tax periods ending on or prior to the Closing Date (“Pre-Closing Income Tax Returns”). The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on such Pre-Closing Income Tax Return. The Buyers shall cooperate with the Sellers to effect the filing of each such Pre-Closing Income Tax Return on a timely basis and will cause the Company Group or applicable Subsidiary, as the case may be, to timely remit any Taxes shown as owing on such Pre-Closing Income Tax Return upon receipt by the Buyers of the amount of such remittance pursuant to the immediately preceding sentence. The Sellers shall (A) prepare such Pre-Closing Income Tax Returns in a manner consistent with the past practices of the Company Group and its Subsidiaries to the maximum extent allowable under Law, provided that the Transaction Tax Deductions shall be allocated to the taxable period ending on the Closing Date to the maximum extent allowable by Law, (B) deliver a draft of any such Pre-Closing Income Tax Return, no later than 30 days prior to the due date for filing such Pre-Closing Income Tax Return, to the Buyers for its review and comment, and reasonably and in good faith consider the comments of the Buyers in the course of finalizing such Pre-Closing Income Tax Returns. The Sellers shall not file such Pre-Closing Tax Return without the prior written consent of the Buyers, which consent shall not be unreasonably withheld, delayed or conditioned. The Buyers shall prepare and timely file, or cause to be prepared and timely filed, any all federal and state income Tax returns for all taxable periods of the Company ending on or prior to the Effective Date and all Tax Returns returns due prior to the Effective Date and all such returns shall be accurate and correct in all respects. The Members shall be responsible for the payment of all income Taxes attributable to the income reported on such Tax returns and with respect to all Tax liabilities incurred or accrued prior to the Effective Date, all liabilities for Taxes caused by the conversion of the Company Group from a cash basis of accounting to an accrual basis of accounting after the Closing (net of any Tax benefits actually received or realized by the Company as a result of such conversion and its Subsidiaries, including with such netting or offset to be effective following the Company’s receipt or realization thereof and expiration of any statutes of limitation applicable to such Taxes) and all liabilities for Taxes attributable to the Segregated Accounts. Such Tax Returns returns shall be prepared on a basis consistent with past practice. Buyer shall provide the Members with reasonable access to the books and records of the Company following the Closing for Straddle Periods, filed or the purpose of preparing such Tax Returns. The Members shall provide to Buyer drafts of all such Tax returns required to be prepared and filed after by the Closing Date other than the Pre-Closing Income Tax Returns; provided, however, that with respect Members pursuant to any such Tax Returns relating to a Pre-Closing Tax Period: this Section 4.2(a) at least thirty (x30) the Buyers shall prepare such Tax Returns in a manner consistent with the past practices of the Company Group to the maximum extent allowable under Law, (y) the Buyers shall deliver a draft of any such Tax Return, no later than 15 days prior to the due date (including extensions) for the filing of such Tax Return returns. Buyer shall prepare all Tax returns attributable to the Sellers year of the Effective Date other than those Tax returns described in the second sentence of this Section 4.2(a). Buyer shall be responsible for its review and commentthe payment of all amounts (other than income Taxes) due on such other Tax returns to the extent they were reserved for on the Financial Statements, and (z) with the Buyers Members responsible to the extent not so reserved. The Members shall not file cooperate with Buyer in the filing of such Tax Returns without returns. Buyer shall be responsible for the prior written consent preparation of all Tax returns of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedCompany for all taxable periods ending after the Effective Date. The Sellers Company shall promptly pay over to be responsible for the Buyers any Taxes shown as owing payment of all amounts due on such Tax Returns for Straddle Periods in connection with the Pre-Closing Tax Period (as determined in accordance with the Straddle Period allocation principles set forth in Section 9.8(b)(ii)) within 15 days after the finalization of such Tax Returns. None of the Buyers or any of their Affiliates shall (or shall cause or permit any other Person to) (A) except as otherwise provided in this Section 9.8, amend, re file or otherwise modify any Tax Return relating in whole or in part to the Company Group or any of its Subsidiaries with respect to any Pre-Closing Tax Period (or portion thereof); (B) make any Tax election that has retroactive effect to any Pre-Closing Tax Period (or portion thereof); (C) file any ruling or request with any taxing authority that relates to Taxes or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period (or portion thereof); or (D) enter into or initiate any voluntary disclosure agreement or procedure with any taxing authority regarding any Tax or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period, in each case, without the prior written consent of the Sellers, not to be unreasonably withheld, conditioned or delayedreturns.

Preparation and Filing of Tax Returns. (i) The Sellers Shareholders’ Representative or its designee shall timely prepare or cause to be prepared and file or cause to be filed, at the Company Group to prepare and timely file Shareholders’ expense, all Income Tax Returns of the Company Group Acquired Companies with respect to any taxable period ending on or any of its Subsidiaries required to be filed (taking into account extensions) prior to before the Closing Date and which are first due after the Closing Date, which Income Tax Returns shall be reasonably satisfactory to Parent (as provided below). All such Tax Returns shall be prepared in accordance with applicable Law and the applicable Acquired Company’s past practice (provided that such past practice is consistent with applicable Law). The Sellers Shareholders’ Representative or its designee shall prepare, provide or cause to be prepared, any and all income Tax Returns of the Company Group and its Subsidiaries, filed or required to be filed after the Closing Date but that relate to any Tax periods ending on or prior to the Closing Date (“Pre-Closing Income Tax Returns”). The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on such Pre-Closing Income Tax Return. The Buyers shall cooperate with the Sellers to effect the filing of provided each such Pre-Closing Income Tax Return on a timely basis and will cause the Company Group or applicable Subsidiaryto Parent for review, as the case may be, to timely remit any Taxes shown as owing on such Pre-Closing Income Tax Return upon receipt by the Buyers of the amount of such remittance pursuant to the immediately preceding sentence. The Sellers shall (A) prepare such Pre-Closing Income Tax Returns in a manner consistent with the past practices of the Company Group and its Subsidiaries to the maximum extent allowable under Law, provided that the Transaction Tax Deductions shall be allocated to the taxable period ending on the Closing Date to the maximum extent allowable by Law, (B) deliver a draft of any such Pre-Closing Income Tax Return, no later than 30 days prior to the due date for filing such Pre-Closing Income Tax Return, to the Buyers for its review and comment, and reasonably and in good faith consider the comments of the Buyers in the course of finalizing such Pre-Closing Income Tax Returns. The Sellers shall not file such Pre-Closing Tax Return without the prior written consent of the Buyers, (which consent shall not be unreasonably withheldconditioned, delayed withheld or conditioned. The Buyers delayed) no later than 30 days before the due date of such Tax Return and the Shareholders’ Representative shall prepare and timely file, or cause to be prepared and timely filed, reflect thereon any and all Tax Returns reasonable comments of the Company Group and its Subsidiaries, including Tax Returns for Straddle Periods, filed or required to be filed after the Closing Date other than the Pre-Closing Income Tax ReturnsParent thereto; provided, however, that with respect if the Shareholders’ Representative or its designee shall fail to provide any such Tax Returns relating to a Pre-Closing Tax Period: (x) the Buyers shall prepare such Tax Returns in a manner consistent with the past practices of the Company Group to the maximum extent allowable under Law, (y) the Buyers shall deliver a draft of any such Tax Return, no later than 15 days prior to the due date for filing such Tax Return to the Sellers for its review Parent as set forth in this Section 6.1(a), Parent may prepare and comment, and (z) the Buyers shall not file such Tax Returns without Return at the prior written consent Shareholders’ expense. In the event that the amount of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned. The Sellers shall promptly pay over to the Buyers any Taxes Tax shown as owing due on such Income Tax Returns for Straddle Periods in connection with is less than the Pre-Closing Tax Period (as determined in accordance with the Straddle Period allocation principles set forth in Section 9.8(b)(ii)) within 15 days after the finalization amount of such Tax Returnsreflected in the Income Tax Liability Accrual (as finally determined), Parent shall pay to the Paying Agent (for further distribution to the Shareholders) the amount of such difference within 10 days of filing the applicable Tax Return. None For the avoidance of doubt, in the Buyers or event that the amount of any Tax shown as due on any such Income Tax Return exceeds the amount of their Affiliates such Tax reflected in the Income Tax Liability Accrual, the Indemnified Persons shall (or shall cause or permit any other Person to) (A) except as otherwise be entitled to indemnification for such Tax to the extent provided in this Section 9.8, amend, re file or otherwise modify any Tax Return relating in whole or in part to the Company Group or any of its Subsidiaries with respect to any Pre-Closing Tax Period (or portion thereof); (B) make any Tax election that has retroactive effect to any Pre-Closing Tax Period (or portion thereof); (C) file any ruling or request with any taxing authority that relates to Taxes or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period (or portion thereof); or (D) enter into or initiate any voluntary disclosure agreement or procedure with any taxing authority regarding any Tax or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period, in each case, without the prior written consent of the Sellers, not to be unreasonably withheld, conditioned or delayedArticle IX.

Preparation and Filing of Tax Returns. (i) The Sellers shall cause the Company Group to ChoicePoint will prepare and timely file or will cause to be prepared and timely filed all appropriate Federal, state, provincial, local and foreign Tax Returns in respect of the Company Group Xxxxxx Entities and their assets or any of its Subsidiaries activities that (a) are required to be filed on or before the date hereof or (taking into account extensionsb) prior to the Closing Date. The Sellers shall prepare, or cause to be prepared, any and all income Tax Returns of the Company Group and its Subsidiaries, filed or are required to be filed after the Closing Date but that relate date hereof and (i) are Consolidated Tax Returns or (ii) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the date hereof. It is understood that any Income Taxes attributable to (x) the distributions contemplated by Section 2 of this Agreement or (y) any "deferred intercompany transaction" under Treasury Regulation Section 1.1502-13 or 1.1502-14 or any transaction governed by a similar provision that will be recognized as a result of the transactions completed by this Agreement shall be reported on the Tax Returns described in clause (b) of the foregoing sentence. It is further understood that any sales, use, transfer or similar Taxes attributable to the distributions contemplated by Section 2 of this Agreement shall be the sole responsibility of ChoicePoint and that ChoicePoint shall be solely responsible for the preparation of any Tax Returns relating to such Taxes. LabOne will prepare or cause to be prepared and will timely file or cause to be timely filed all other Tax Returns required of LabOne and its subsidiaries and Affiliates (including the Xxxxxx Entities), or in respect of their assets or activities. Any such Tax Returns that include periods ending on or before the date hereof or that include the activities of any of the Xxxxxx Entities prior to the Closing Date (“Pre-Closing Income Tax Returns”). The Sellers shall promptly pay over date hereof will be prepared with the assistance of the ChoicePoint Entities, and will, insofar as they relate to the Buyers any Taxes shown as owing Xxxxxx Entities, be on such Pre-Closing Income Tax Return. The Buyers shall cooperate a basis consistent with the Sellers to effect last previous such Tax Returns filed in respect of the filing of each such Pre-Closing Income Tax Return on a timely basis and will cause the Company Group Xxxxxx Entities, unless ChoicePoint or applicable SubsidiaryLabOne, as the case may be, concludes that there is no reasonable basis for such position. Any reasonable out-of-pocket costs and expenses incurred in connection with the preparation and filing of any Tax Return referred to timely remit any in the preceding sentence shall be borne by the ChoicePoint Entities and LabOne in proportion to their responsibility for the Taxes shown as owing reported on such Pre-Closing Income Tax Return upon receipt by the Buyers of the amount of such remittance pursuant to the immediately preceding sentence. The Sellers shall (A) prepare such Pre-Closing Income Tax Returns in a manner consistent with the past practices of the Company Group and its Subsidiaries to the maximum extent allowable under Law, provided that the Transaction Tax Deductions shall be allocated to the taxable period ending on the Closing Date to the maximum extent allowable by Law, (B) deliver a draft of any such Pre-Closing Income Tax Return, no later than 30 days prior to the due date whether or not previously paid. None of LabOne or its Affiliates will file any amended Tax Returns for filing such Pre-Closing Income Tax Return, to the Buyers any periods for its review and comment, and reasonably and or in good faith consider the comments respect of the Buyers in Xxxxxx Entities with respect to which LabOne is not obligated to prepare or cause to be prepared the course of finalizing original such Pre-Closing Income Tax Returns. The Sellers shall not file such Pre-Closing Tax Return Returns pursuant to this Section 10.1 without the prior written consent of the Buyers, which consent shall not be unreasonably withheld, delayed or conditioned. The Buyers shall prepare and timely file, or cause to be prepared and timely filed, any and all Tax Returns of the Company Group and its Subsidiaries, including Tax Returns for Straddle Periods, filed or required to be filed after the Closing Date other than the Pre-Closing Income Tax Returns; provided, however, that with respect to any such Tax Returns relating to a Pre-Closing Tax Period: (x) the Buyers shall prepare such Tax Returns in a manner consistent with the past practices of the Company Group to the maximum extent allowable under Law, (y) the Buyers shall deliver a draft of any such Tax Return, no later than 15 days prior to the due date for filing such Tax Return to the Sellers for its review and comment, and (z) the Buyers shall not file such Tax Returns without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned. The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on such Tax Returns for Straddle Periods in connection with the Pre-Closing Tax Period (as determined in accordance with the Straddle Period allocation principles set forth in Section 9.8(b)(ii)) within 15 days after the finalization of such Tax Returns. None of the Buyers or any of their Affiliates shall (or shall cause or permit any other Person to) (A) except as otherwise provided in this Section 9.8, amend, re file or otherwise modify any Tax Return relating in whole or in part to the Company Group or any of its Subsidiaries with respect to any Pre-Closing Tax Period (or portion thereof); (B) make any Tax election that has retroactive effect to any Pre-Closing Tax Period (or portion thereof); (C) file any ruling or request with any taxing authority that relates to Taxes or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period (or portion thereof); or (D) enter into or initiate any voluntary disclosure agreement or procedure with any taxing authority regarding any Tax or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period, in each case, without the prior written consent of the Sellers, not to be unreasonably withheld, conditioned or delayedChoicePoint.

Preparation and Filing of Tax Returns. Any tax sharing agreements, tax settlement agreements, arrangements, policies or guidelines, formal or informal, express or implied that may exist between the Companies and Seller or any Affiliate of Seller (iother than the Companies) The shall terminate as of the Closing Date and, except as specifically provided herein, any obligation to make payments under such agreements shall be cancelled as of the Closing Date. Sellers shall cause the Company Group to prepare and timely file or shall cause to be prepared and timely filed all Federal, state, local and foreign Tax Returns in respect of the Company Group Companies, their assets or any of its Subsidiaries activities that (a) are required to be filed (taking into account extensions) prior to on or before the Closing Date. The Sellers shall prepare, Date or cause to be prepared, any and all income Tax Returns of the Company Group and its Subsidiaries, filed or (b) are required to be filed after the Closing Date but and (i) are consolidated, combined or unitary Tax Returns or (ii) are with respect to income taxes and are required to be filed on a separate Tax Return basis for any tax period ending on or before the Closing Date. At Purchaser's request, Sellers shall, to the extent permitted by law, cause the Companies to end their respective taxable years on the Closing Date for state income tax purposes, provided that relate Purchaser shall promptly reimburse Sellers for any additional reasonable costs and expenses, including reasonable accounting costs, incurred by Sellers in connection with the preparation of Tax Returns relating to any such taxable year. Purchaser shall prepare or cause to be prepared and shall file or cause to be filed all other Tax Returns required of the Companies or in respect of their assets or activities. Any such Tax Returns that include periods ending on or before the Closing Date or that include the activities of the Companies prior to the Closing Date (“Pre-Closing Income Tax Returns”). The Sellers shall promptly pay over shall, insofar as they relate to the Buyers any Taxes shown as owing Companies, be on such Pre-Closing Income Tax Return. The Buyers shall cooperate a basis consistent with the last previous such Tax Returns filed in respect of the Companies, unless Sellers to effect the filing of each such Pre-Closing Income Tax Return on a timely basis and will cause the Company Group or applicable SubsidiaryPurchaser, as the case may be, to timely remit any Taxes shown as owing on concludes that there is no reasonable basis for such Pre-Closing Income Tax Return upon receipt by the Buyers position. None of Purchaser or either of the amount Companies shall file any amended Tax Returns for any periods for or in respect of the Companies with respect to which Purchaser is not obligated to prepare or cause to be prepared the original such remittance Tax Returns pursuant to the immediately preceding sentence. The Sellers shall (A) prepare such Pre-Closing Income Tax Returns in a manner consistent with the past practices of the Company Group and its Subsidiaries to the maximum extent allowable under Law, provided that the Transaction Tax Deductions shall be allocated to the taxable period ending on the Closing Date to the maximum extent allowable by Law, (B) deliver a draft of any such Pre-Closing Income Tax Return, no later than 30 days prior to the due date for filing such Pre-Closing Income Tax Return, to the Buyers for its review and comment, and reasonably and in good faith consider the comments of the Buyers in the course of finalizing such Pre-Closing Income Tax Returns. The Sellers shall not file such Pre-Closing Tax Return this Section 8.01 without the prior written consent of Sellers; provided that nothing in the Buyers, which consent preceding sentence shall not be unreasonably withheld, delayed or conditioned. The Buyers shall prepare and timely file, or cause to be prepared and timely filed, any and all Tax Returns limit the right of the Company Group Companies, subject to Section 8.04, to cooperate with a taxing authority in resolving and its Subsidiaries, including Tax Returns for Straddle Periods, filed or required to be filed after determining the Closing Date other than the Pre-Closing Income Tax Returns; provided, however, that with respect to any such Tax Returns relating to a Pre-Closing Tax Period: (x) the Buyers shall prepare such Tax Returns in a manner consistent with the past practices of the Company Group to the maximum extent allowable under Law, (y) the Buyers shall deliver a draft tax consequences of any such Tax Return, no later than 15 days prior to the due date for filing such Tax Return to the Sellers for its review and comment, and (z) the Buyers shall not file such Tax Returns without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned. The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on such Tax Returns for Straddle Periods in connection with the Pre-Closing Tax Period Claim (as determined in accordance with the Straddle Period allocation principles set forth such term is defined in Section 9.8(b)(ii8.04(a)) within 15 days after the finalization of such Tax Returns. None of the Buyers or any of their Affiliates shall (or shall cause or permit any other Person to) (A) except as otherwise provided in this Section 9.8, amend, re file or otherwise modify any Tax Return relating in whole or in part to the Company Group or any of its Subsidiaries with respect to any Pre-Closing Tax Period (or portion thereof); (B) make any Tax election that has retroactive effect to any Pre-Closing Tax Period (or portion thereof); (C) file any ruling or request with any taxing authority that relates to Taxes or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period (or portion thereof); or (D) enter into or initiate any voluntary disclosure agreement or procedure with any taxing authority regarding any Tax or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period, in each case, without the prior written consent of the Sellers, not to be unreasonably withheld, conditioned or delayed.

Preparation and Filing of Tax Returns. (i) The Sellers shall cause the Company Group to prepare and timely file all Tax Returns of the Company Group or any of its Subsidiaries required to be filed (taking into account extensions) prior to the Closing Date. The Sellers shall prepare, or cause to be prepared, any and all income Tax Returns of the Company Group and its Subsidiaries, filed or required to be filed after the Closing Date but that relate to any Tax periods ending on or prior to the Closing Date (“Pre-Closing Income Tax Returns”). The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on such Pre-Closing Income Tax Return. The Buyers shall cooperate with the Sellers to effect the filing of each such Pre-Closing Income Tax Return on a timely basis and will cause the Company Group or applicable Subsidiary, as the case may be, to timely remit any Taxes shown as owing on such Pre-Closing Income Tax Return upon receipt by the Buyers of the amount of such remittance pursuant to the immediately preceding sentence. The Sellers shall (A) prepare such Pre-Closing Income Tax Returns in a manner consistent with the past practices of the Company Group and its Subsidiaries to the maximum extent allowable under Law, provided that the Transaction Tax Deductions shall be allocated to the taxable period ending on the Closing Date to the maximum extent allowable by Law, (B) deliver a draft of any such Pre-Closing Income Tax Return, no later than 30 days prior to the due date for filing such Pre-Closing Income Tax Return, to the Buyers for its review and comment, and reasonably and in good faith consider the comments of the Buyers in the course of finalizing such Pre-Closing Income Tax Returns. The Sellers shall not file such Pre-Closing Tax Return without the prior written consent of the Buyers, which consent shall not be unreasonably withheld, delayed or conditioned. The Buyers Parent shall prepare and timely file, or shall cause to be prepared and timely filed, any and all Tax Returns of the Company Group and its Subsidiaries with respect to Pre-Closing Periods (as defined in Section 11.6) which are due after the Closing Date; provided, that Parent shall provide each such Tax Return to the Stockholders’ 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, and Parent shall make any changes to each such Tax Return as are reasonably requested by the Stockholders’ Representative; provided such requested changes would not, in Parent’s reasonable judgment, have materially adverse consequences to the Company, its Subsidiaries, Parent and/or any Affiliate of Parent (including Tax Returns for Straddle Periodsthe Surviving Corporation), filed or required to be filed after the Closing Date other than the Pre-Closing Income Tax Returns; providedand, howeverprovided further, that with respect to any such Tax Returns relating to a Pre-Closing Tax Period: shall be prepared (x) the Buyers shall prepare such Tax Returns in a manner consistent with the past practices except as required by changes in applicable law and (y) for a pre-closing short year in accordance with Treasury Regulations Section 1.1502-76)(b)(1)(ii). With respect to the preparation of such Tax Returns, Parent and Stockholders’ Representative agree that (A) all Transaction Deductions (as defined in Section 11.6) properly allocable to the taxable period or portion thereof ending on or before the Closing Date and shall be included as deductions on the income Tax Returns of the Company Group and its Subsidiaries for such period, and (B) Stockholders’ Representative shall determine the amount of Transaction Deductions, subject to the maximum extent allowable under Law, (y) limitations in the Buyers definition of Transaction Deductions. The Common Equity Holders shall deliver a draft of remit any amounts shown to be due on such Tax Return, Returns and required to be remitted to the applicable taxing authorities no later than 15 days two (2) Business Days prior to the due date for filing such Tax Return to the Sellers for its review and comment, and (z) the Buyers shall not file such Tax Returns without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned. The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on such Tax Returns for Straddle Periods in connection with the Pre-Closing Tax Period (as determined in accordance with the Straddle Period allocation principles set forth in Section 9.8(b)(ii)) within 15 days after the finalization of such Tax Returns. None of the Buyers or any of their Affiliates shall (or shall cause or permit any other Person to) (A) except as otherwise provided in this Section 9.8, amend, re file or otherwise modify any Tax Return relating in whole or in part to the Company Group or any of its Subsidiaries with respect to any Pre-Closing Tax Period (or portion thereof); (B) make any Tax election that has retroactive effect to any Pre-Closing Tax Period (or portion thereof); (C) file any ruling or request with any taxing authority that relates to Taxes or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period (or portion thereof); or (D) enter into or initiate any voluntary disclosure agreement or procedure with any taxing authority regarding any Tax or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period, in each case, without the prior written consent of the Sellers, not to be unreasonably withheld, conditioned or delayed.

Preparation and Filing of Tax Returns. (i) The Sellers Stockholders shall cause have the Company Group right and obligation to timely prepare and file, and cause to be timely file all prepared and filed, when due any 1998 and 1999 federal and state income Tax Returns Return of the Company Group or any of its Subsidiaries required to be filed (taking into account extensions) Subsidiary for any period ending prior to the Closing Date. The Sellers shall prepare, or cause to be preparedincluding, any and without limitation, all income Tax final Returns of the Company Group as an "S Corporation" or any Subsidiary which is classified as a "qualified subchapter S subsidiary" as such terms are defined in Section 1361 of the Code (hereinafter, "S Corporation" and its Subsidiaries, filed or required to be filed after "QSSS," respectively) for the Closing Date but that relate to any Tax periods ending period beginning on or prior to the Closing Date (“Pre-Closing Income Tax Returns”). The Sellers shall promptly pay over to first day of the Buyers any Taxes shown as owing on such Pre-Closing Income Tax Return. The Buyers shall cooperate with the Sellers to effect the filing fiscal year of each such Pre-Closing Income Tax Return on a timely basis and will cause the Company Group or applicable a Subsidiary, as the case may be, to timely remit any Taxes shown as owing on such Pre-in which the Closing Income Tax Return upon receipt by occurs through and including the Buyers of day before the amount of such remittance pursuant to the immediately preceding sentenceClosing Date. The Sellers Such Returns shall (A) prepare such Pre-Closing Income Tax Returns be prepared in a manner consistent with past practice and without a change of any election or any accounting method and shall be submitted by the past practices of the Company Group and its Subsidiaries Stockholders to Buyer (together with schedules, statements and, to the maximum extent allowable under Lawrequested by Buyer, provided that the Transaction Tax Deductions shall be allocated to the taxable period ending on the Closing Date to the maximum extent allowable by Law, (Bsupporting documentation) deliver a draft of any such Pre-Closing Income Tax Return, no later than at least 30 days prior to the due date (with regard to extensions) for such Returns. Buyer shall have the right to review all work papers and procedures used to prepare any such Return. If Buyer within 10 business days after delivery of any such Return notifies the Stockholders in writing that it objects to any item in such Return because the treatment of such item has no reasonable basis, the disputed items shall be resolved (within a reasonable time, taking into account the deadline for filing such Pre-Closing Income Tax Return) by a nationally recognized independent accounting firm chosen by and mutually acceptable to both Buyer and the Stockholders (an "Accounting Referee"). The costs, fees and expenses of such Accounting Referee shall be borne equally by Buyer and the Stockholders. Upon resolution of all such items, the relevant Return shall be adjusted to reflect such resolution and shall be binding upon the parties without further adjustment. Buyer and the Stockholders shall cooperate to the Buyers for its review end that any such Returns are filed when due (taking into account any extension of a required filing date) and comment, and reasonably and in good faith consider the comments of the Buyers in the course of finalizing such Pre-Closing Income Tax Returns. The Sellers Buyer shall not file such Pre-Closing Tax Return without the prior written consent of the Buyers, which consent shall not be unreasonably withheld, delayed or conditioned. The Buyers shall prepare and timely file, or thereupon cause to be prepared and timely filed, any and all Tax Returns an officer of the Company Group and its Subsidiaries, including Tax Returns for Straddle Periods, filed or required to be filed after the Closing Date other than the Pre-Closing Income Tax Returns; provided, however, that with respect to sign any such Tax Returns relating to a Pre-Closing Tax Period: (x) the Buyers shall prepare such Tax Returns in a manner consistent with the past practices of the Company Group to the maximum extent allowable under Law, (y) the Buyers shall deliver a draft of any such Tax Return, no later than 15 days prior to the due date for filing such Tax Return to the Sellers for its review and comment, and (z) the Buyers shall not file such Tax Returns without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned. The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on such Tax Returns for Straddle Periods in connection with the Pre-Closing Tax Period (as determined in accordance with the Straddle Period allocation principles set forth in Section 9.8(b)(ii)) within 15 days after the finalization of such Tax Returns. None of To the Buyers or extent that tax accounting for any of their Affiliates shall (or shall cause or permit any other Person to) (A) except as otherwise provided item is specified in this Section 9.8Agreement, amend, re file or otherwise modify any Tax Return relating in whole or in part to such tax accounting shall be binding upon the Company Group or any of its Subsidiaries with respect to any Pre-Closing Tax Period (or portion thereof); (B) make any Tax election that has retroactive effect to any Pre-Closing Tax Period (or portion thereof); (C) file any ruling or request with any taxing authority that relates to Taxes or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period (or portion thereof); or (D) enter into or initiate any voluntary disclosure agreement or procedure with any taxing authority regarding any Tax or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period, in each case, without the prior written consent of the Sellers, not to be unreasonably withheld, conditioned or delayedAccounting Referee.

Preparation and Filing of Tax Returns. (a) Following the Closing and prior to the relevant due date (after taking into account any extensions thereto), Sellers’ Representative shall prepare (or cause to be prepared) any income Tax Return (including Schedule K-1 or similar schedule under state law) for United States federal Taxes and each other jurisdiction (i) The Sellers shall cause in which the Company Group is required to prepare and timely file all income Tax Returns and (ii) (x) under the Laws of which the taxable year of the Company Group is required or any of its Subsidiaries required permitted to be filed closed as of the Closing Date as a result of the transactions contemplated by this Agreement (taking into account extensionsthe “Short Period Returns”) or (y) which relate to taxable periods that end on or prior to the Closing Date. The Sellers Each Short Period Return shall preparecover the Taxable period commencing on the day after the last day covered by a prior Tax Return filed by the Company prior to the Closing, or cause a prior Tax Return to be preparedfiled by the Company as prepared by the Sellers’ Representative pursuant to this Section 7.9(a) (other than a Short Period Return), any with respect to such Tax and all income ending on the Closing Date and the relevant Taxes and Tax Liability relating to Short Period Returns shall be determined from the books and records of the Company Group at the close of business on the Closing Date; provided, however, that, to the extent permitted by applicable Law, (a) extraordinary transactions (other than the payment of any payment specified in Schedule 3.28, including any such payment triggered in whole or in part as a result of the consummation of any such transaction (“Specified Closing Payments”)) occurring on the Closing Date and its Subsidiaries, filed or required to be filed after the Closing Date but that relate to any Tax periods ending on or prior to the Closing Date (“Pre-Closing Income Tax Returns”). The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on such Pre-Closing Income Tax Return. The Buyers shall cooperate with the Sellers to effect the filing of each such Pre-Closing Income Tax Return on a timely basis and will cause the Company Group or applicable Subsidiary, as the case may be, to timely remit any Taxes shown as owing on such Pre-Closing Income Tax Return upon receipt by the Buyers of the amount of such remittance pursuant to the immediately preceding sentence. The Sellers shall (A) prepare such Pre-Closing Income Tax Returns in a manner consistent with the past practices of the Company Group and its Subsidiaries to the maximum extent allowable under Law, provided that the Transaction Tax Deductions shall be allocated to the taxable Taxable period that is deemed to begin at the beginning of the day following the Closing Date and (b) Taxes and other items, exemptions, allowances, and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date to and the maximum extent allowable by Law, (B) deliver a draft of any such Pre-Closing Income Tax Return, no later than 30 days prior to the due date for filing such Pre-Closing Income Tax Return, to the Buyers for its review and comment, and reasonably and in good faith consider the comments of the Buyers in the course of finalizing such Pre-Closing Income Tax Returns. The Sellers shall not file such Pre-Closing Tax Return without the prior written consent of the Buyers, which consent shall not be unreasonably withheld, delayed or conditioned. The Buyers shall prepare and timely file, or cause to be prepared and timely filed, any and all Tax Returns of the Company Group and its Subsidiaries, including Tax Returns for Straddle Periods, filed or required to be filed period commencing after the Closing Date other than the Pre-Closing Income Tax Returns; provided, however, that with respect to any such Tax Returns relating to a Pre-Closing Tax Period: (x) the Buyers shall prepare such Tax Returns in a manner consistent with the past practices of the Company Group proportion to the maximum number of days in each such period. To the extent allowable under Lawallowed by applicable law, (y) the Buyers Specified Closing Payments shall deliver a draft of any such Tax Return, no later than 15 days be allocated to Taxable periods prior to the due date for filing such Tax Return Closing and Seller shall be entitled to apply, to the Sellers for its review extent usable, all related Tax deductions and comment, and (z) the Buyers shall not file such other Tax Returns without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned. The Sellers shall promptly pay over benefits related to the Buyers any Taxes shown as owing on such Tax Returns for Straddle Periods Specified Closing Payments against Taxable income in connection with the Pre-Closing Tax Period (as determined in accordance with the Straddle Period allocation principles set forth in Section 9.8(b)(ii)) within 15 days after the finalization respect of such Tax Returns. None of the Buyers or any of their Affiliates shall (or shall cause or permit any other Person to) (A) except as otherwise provided in this Section 9.8, amend, re file or otherwise modify any Tax Return relating in whole or in part Taxable periods prior to the Company Group or any of its Subsidiaries with respect to any Pre-Closing Tax Period (or portion thereof); (B) make any Tax election that has retroactive effect to any Pre-Closing Tax Period (or portion thereof); (C) file any ruling or request with any taxing authority that relates to Taxes or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period (or portion thereof); or (D) enter into or initiate any voluntary disclosure agreement or procedure with any taxing authority regarding any Tax or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period, in each case, without the prior written consent of the Sellers, not to be unreasonably withheld, conditioned or delayedClosing.

Preparation and Filing of Tax Returns. The Purchaser shall prepare (i) The Sellers shall cause the Company Group to prepare and timely file all Tax Returns of the Company Group or any of its Subsidiaries required to be filed (taking into account extensions) prior to the Closing Date. The Sellers shall prepare, or cause to be prepared, any ) and timely file (or cause to be timely filed) all income Tax Pre-Closing Date Returns of the Company Group and its Subsidiaries, filed or required to be filed after by the Closing Date but that relate to any Tax periods ending on or prior to the Closing Date (“Company and each of its Subsidiaries, which Pre-Closing Income Tax Returns”). The Sellers Date Returns shall promptly pay over to the Buyers any Taxes shown as owing on such Pre-Closing Income Tax Return. The Buyers shall cooperate with the Sellers to effect the filing of each such Pre-Closing Income Tax Return on a timely basis be prepared and will cause the Company Group or applicable Subsidiary, as the case may be, to timely remit any Taxes shown as owing on such Pre-Closing Income Tax Return upon receipt by the Buyers of the amount of such remittance pursuant to the immediately preceding sentence. The Sellers shall (A) prepare such Pre-Closing Income Tax Returns filed in a manner consistent with the past practices of the Company Group and its Subsidiaries or the applicable Subsidiary, unless otherwise required by applicable Legal Requirements. The Purchaser shall, at least twenty (20) Business Days prior to filing, submit all such Pre-Closing Date Returns to the maximum extent allowable under Law, provided that Sellers’ Representative for review and approval. The Purchaser and the Transaction Tax Deductions Sellers’ Representative shall negotiate in good faith to resolve promptly any revisions requested by the Sellers’ Representative. In the event there remains a disagreement after thirty (30) days (or such longer period as mutually agreed between the Purchaser and the Sellers’ Representative) as to whether revisions requested by the Sellers’ Representative should be allocated to the taxable period ending on the Closing Date to the maximum extent allowable by Law, (B) deliver a draft of included in any such Pre-Closing Income Tax Date Return, no later than 30 days prior the disagreement shall be submitted to the due date Settlement Accountant for filing such resolution (the expenses of which shall be shared in a manner similar to that set forth in Section 4.1(c)). Upon the Sellers’ Representative’s approval of a Pre-Closing Income Tax Date Return, or settlement thereof by the Settlement Accountant, the Sellers shall pay to the Purchaser all Taxes shown on any Pre-Closing Date Returns, to the Buyers for its review extent that such Taxes are not included in Indebtedness and commentreflected in the calculation of the Closing Purchase Price or taken into account in the Purchase Price, as finally determined pursuant to Section 4.1, and reasonably and in good faith consider the comments of the Buyers in the course of finalizing such Pre-Closing Income Tax Returns. The Sellers Purchaser shall not file such Pre-Closing Tax Return without the prior written consent of the Buyers, which consent shall not be unreasonably withheld, delayed or conditioned. The Buyers shall prepare and timely file, pay or cause to be prepared and timely filed, any and all Tax Returns of the Company Group and its Subsidiaries, including Tax Returns for Straddle Periods, filed or required to be filed after the Closing Date other than the Pre-Closing Income Tax Returns; provided, however, that with respect to any paid such Tax Returns relating to a Pre-Closing Tax Period: (x) the Buyers shall prepare such Tax Returns in a manner consistent Taxes with the past practices of the Company Group to the maximum extent allowable under Law, (y) the Buyers shall deliver a draft of any such Tax Return, no later than 15 days prior to the due date for filing such Tax Return to the Sellers for its review and comment, and (z) the Buyers shall not file such Tax Returns without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned. The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on such Tax Returns for Straddle Periods in connection with the Pre-Closing Tax Period (as determined in accordance with the Straddle Period allocation principles set forth in Section 9.8(b)(ii)) within 15 days after the finalization of such Tax Returns. None of the Buyers or any of their Affiliates shall (or shall cause or permit any other Person to) (A) except as otherwise provided in this Section 9.8, amend, re file or otherwise modify any Tax Return relating in whole or in part to the Company Group or any of its Subsidiaries with respect to any Pre-Closing Tax Period (or portion thereof); (B) make any Tax election that has retroactive effect to any Pre-Closing Tax Period (or portion thereof); (C) file any ruling or request with any taxing authority that relates to Taxes or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period (or portion thereof); or (D) enter into or initiate any voluntary disclosure agreement or procedure with any taxing authority regarding any Tax or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period, in each case, without the prior written consent of the Sellers, not to be unreasonably withheld, conditioned or delayedappropriate Governmental Entity.

Preparation and Filing of Tax Returns. (i) The Sellers shall cause Subject to the Company Group to provisions of Section 11.06, the Purchaser will timely prepare and timely file file, or will cause to be prepared and filed, all Tax Returns of the Company Group or any of and its Subsidiaries required with respect to be filed (taking into account extensions) prior to any Pre-Closing Tax Period that are due after the Closing Date. The Sellers shall prepare, or cause to be prepared, any and all income Purchaser will prepare such Tax Returns of the Company Group and its Subsidiaries, filed or required to be filed after the Closing Date but that relate to any Tax periods ending on or prior to the Closing Date (“Pre-Closing Income Tax Returns”). The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on such Pre-Closing Income Tax Return. The Buyers shall cooperate with the Sellers to effect the filing of each such Pre-Closing Income Tax Return on a timely basis and will cause the Company Group or applicable Subsidiary, as the case may be, to timely remit any Taxes shown as owing on such Pre-Closing Income Tax Return upon receipt by the Buyers of the amount of such remittance pursuant to the immediately preceding sentence. The Sellers shall (A) prepare such Pre-Closing Income Tax Returns in a manner consistent with the past practices of the Company Group (unless otherwise required by applicable Law) and its Subsidiaries will provide the Representative the right to the maximum extent allowable under Law, provided that the Transaction review and comment on such Tax Deductions shall be allocated to the taxable period ending on the Closing Date to the maximum extent allowable by Law, (B) deliver a draft of any such Pre-Closing Income Tax Return, Returns no later than 30 days prior to the due date for filing such Pre-Closing Income Tax Return, to the Buyers for its review and comment, and reasonably and in good faith consider the comments of the Buyers in the course of finalizing such Pre-Closing Income Tax Returns. The Sellers shall not file such With respect to Tax Returns for Pre-Closing Tax Return without Periods, the prior written consent of Purchaser will, subject to Section 11.09, make all such changes as are reasonably requested by the BuyersRepresentative, which consent shall so long as such changes are not be unreasonably withheld, delayed or conditioned. The Buyers shall prepare and timely file, or cause likely to be prepared and timely filed, any and all result in an increase in the Tax Returns liabilities of the Company Group and its Subsidiaries, including Tax Returns for Straddle Periods, filed or required to be filed after the Company Subsidiaries following the Closing Date other than the Pre-Closing Income Date. With respect to such Tax Returns; provided, however, that with respect to any such Tax Returns relating to a Pre-Closing Tax Period: (x) the Buyers shall prepare such Tax Returns in a manner consistent with the past practices of the Company Group to the maximum extent allowable under Law, (y) the Buyers shall deliver a draft of any such Tax Return, no later than 15 days prior to the due date for filing such Tax Return to the Sellers for its review and comment, and (z) the Buyers shall Purchaser will not file any such Tax Returns without the prior written consent of the SellersRepresentative’s consent, which consent shall will not be unreasonably withheld, delayed or conditioned. The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on such Tax Returns for Straddle Periods in connection with the Pre-Closing Tax Period (as determined in accordance with the Straddle Period allocation principles set forth in Section 9.8(b)(ii)) within 15 days after the finalization of such Tax Returns. None of the Buyers or any of their Affiliates shall (or shall cause or permit any other Person to) (A) except as otherwise provided in this Section 9.8, amend, re file or otherwise modify any Tax Return relating in whole or in part to the Company Group or any of its Subsidiaries with respect to any Pre-Closing Tax Period (or portion thereof); (B) make any Tax election that has retroactive effect to any Pre-Closing Tax Period (or portion thereof); (C) file any ruling or request with any taxing authority that relates to Taxes or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period (or portion thereof); or (D) enter into or initiate any voluntary disclosure agreement or procedure with any taxing authority regarding any Tax or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period, in each case, without the prior written consent of the Sellers, not to be unreasonably withheld, conditioned or delayed.. Purchaser agrees that unless otherwise required by Law, the Transaction Tax Deductions shall be claimed pursuant to Treas. Reg. 1.1502-76(b)(1)(ii)(A)(1) (and not pursuant to the “next day rule” of Treas. Reg. 1.1502-76(b)(1)(ii)(B)). Except to the extent that any Taxes shown as due on such Tax Returns were taken into account as an adjustment to, or component of the purchase price hereunder or were previously paid by the Company or any Company Subsidiary to a Governmental Body on or prior to the Closing Date (or the payment of which pursuant to this Section 11.01 would otherwise result in a duplicative recovery for the Purchaser); the Stockholders and Optionholders will pay to the Purchaser:

Preparation and Filing of Tax Returns. (ia) The Sellers shall Shareholders shall, in accordance with the Company’s past practices, prepare or cause the Company Group to prepare be prepared, and timely file or cause to be filed, all Tax Returns of the Company Group or any of its Subsidiaries required to be filed (taking into account extensions) prior to the Closing Date. The Sellers shall prepare, or cause to be prepared, any and all income Tax Returns of the Company Group and its Subsidiaries, filed or required to be filed after the Closing Date but that relate to any for Tax periods ending on or prior to the Closing Date (“Pre-that are due to be filed after the Closing Income Tax Returns”). The Sellers shall promptly pay over to Date, including, without limitation, the Buyers any Taxes shown as owing on such Pre-Closing Income Company’s final S corporation Tax Return. The Buyers Shareholders shall cooperate with be responsible for the Sellers to effect the filing payment of each such Pre-Closing Income Tax Return on a timely basis and will cause the Company Group or applicable Subsidiary, as the case may be, to timely remit any all Taxes shown as owing reported on such Pre-Closing Income Tax Return upon receipt by the Buyers of the amount of such remittance pursuant to the immediately preceding sentenceReturns. The Sellers shall (A) prepare such Pre-Closing Income Any Tax Returns in a manner consistent with the past practices of the Company Group and its Subsidiaries to filed by the maximum extent allowable under Law, provided that the Transaction Tax Deductions shall be allocated to the taxable period ending Shareholders on or after the Closing Date shall be subject to the maximum extent allowable by Law, (B) deliver a draft of any such Pre-Closing Income Tax Return, no later than 30 days Buyer’s review and approval prior to the due date for filing such Pre-Closing Income Tax Return, to the Buyers for its review and comment, and reasonably and in good faith consider the comments of the Buyers in the course of finalizing such Pre-Closing Income Tax Returns. The Sellers shall not file such Pre-Closing Tax Return without the prior written consent of the Buyersfiling, which consent approval shall not be unreasonably withheld, delayed or conditioned, and copies of such Tax Returns shall be provided to Buyer at least thirty (30) days before the date such Tax Returns are due. The Buyers Buyer shall prepare and timely file, or cause to be prepared prepared, and timely file or cause to be filed, any and all Tax Returns of the Company Group for Tax periods which begin before the Closing Date and its Subsidiaries, including Tax Returns for Straddle Periods, filed or required to be filed end after the Closing Date other than the Pre-Closing Income (“Straddle Period Tax Returns; provided, however, that with respect to any ”). Any such Straddle Period Tax Returns relating to a Pre-Closing Tax Period: (x) the Buyers shall prepare such Tax Returns in a manner consistent with the past practices of the Company Group filed by Buyer on or after the Closing Date shall be subject to the maximum extent allowable under Law, (y) the Buyers shall deliver a draft of any such Tax Return, no later than 15 days Shareholders’ review and approval prior to the due date for filing such Tax Return to the Sellers for its review and comment, and (z) the Buyers shall not file such Tax Returns without the prior written consent of the Sellersfiling, which consent approval shall not be unreasonably withheld, delayed or conditioned, and copies of such Straddle Period Tax Returns shall be provided to the Shareholders at least thirty (30) days before the date such Straddle Period Tax Returns are due. The Sellers parties acknowledge that the Company’s items of income, gain, loss, deduction and credit shall promptly pay over to be allocated between its S short year and its C short year on the Buyers any Taxes shown as owing on such Tax Returns for Straddle Periods in connection with basis of the Pre-Closing Tax Period (as determined Company’s normal method of accounting in accordance with Section 1362(e)(3) of the Code and the Treasury Regulations thereunder. Buyer hereby agrees to prepare Straddle Period allocation principles set forth Tax Returns in Section 9.8(b)(ii)a manner consistent with such allocation. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) within 15 days after the finalization Closing Date, the portion of such Tax Returns. None which relates to the portion of such Tax period ending on the Buyers or any of their Affiliates Closing Date shall (i) in the case of any Taxes other than Taxes based upon or shall cause related to income or permit any other Person toreceipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is the number of days in the Tax period through and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (ii) (A) except as otherwise provided in this Section 9.8, amend, re file or otherwise modify the case of any Tax Return relating in whole based upon or in part related to income or receipts, be deemed equal to the Company Group or any of its Subsidiaries with respect to any Pre-amount which would be payable if the relevant Tax period ended on the Closing Tax Period (or portion thereof); (B) make any Tax election that has retroactive effect to any Pre-Closing Tax Period (or portion thereof); (C) file any ruling or request with any taxing authority that relates to Taxes or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period (or portion thereof); or (D) enter into or initiate any voluntary disclosure agreement or procedure with any taxing authority regarding any Tax or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period, in each case, without the prior written consent of the Sellers, not to be unreasonably withheld, conditioned or delayedDate.

Preparation and Filing of Tax Returns. (i) The Sellers shall cause the Company Group to ChoicePoint will prepare and timely file or will cause to be prepared and timely filed all appropriate Federal, state, provincial, local and foreign Tax Returns in respect of the Company Group Oxxxxx Entities and their assets or any of its Subsidiaries activities that (a) are required to be filed on or before the date hereof or (taking into account extensionsb) prior to the Closing Date. The Sellers shall prepare, or cause to be prepared, any and all income Tax Returns of the Company Group and its Subsidiaries, filed or are required to be filed after the Closing Date but that relate date hereof and (i) are Consolidated Tax Returns or (ii) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the date hereof. It is understood that any Income Taxes attributable to (x) the distributions contemplated by Section 2 of this Agreement or (y) any "deferred intercompany transaction" under Treasury Regulation Section 1.1502-13 or 1.1502-14 or any transaction governed by a similar provision that will be recognized as a result of the transactions completed by this Agreement shall be reported on the Tax Returns described in clause (b) of the foregoing sentence. It is further understood that any sales, use, transfer or similar Taxes attributable to the distributions contemplated by Section 2 of this Agreement shall be the sole responsibility of ChoicePoint and that ChoicePoint shall be solely responsible for the preparation of any Tax Returns relating to such Taxes. LabOne will prepare or cause to be prepared and will timely file or cause to be timely filed all other Tax Returns required of LabOne and its subsidiaries and Affiliates (including the Oxxxxx Entities), or in respect of their assets or activities. Any such Tax Returns that include periods ending on or before the date hereof or that include the activities of any of the Oxxxxx Entities prior to the Closing Date (“Pre-Closing Income Tax Returns”). The Sellers shall promptly pay over date hereof will be prepared with the assistance of the ChoicePoint Entities, and will, insofar as they relate to the Buyers any Taxes shown as owing Oxxxxx Entities, be on such Pre-Closing Income Tax Return. The Buyers shall cooperate a basis consistent with the Sellers to effect last previous such Tax Returns filed in respect of the filing of each such Pre-Closing Income Tax Return on a timely basis and will cause the Company Group Oxxxxx Entities, unless ChoicePoint or applicable SubsidiaryLabOne, as the case may be, concludes that there is no reasonable basis for such position. Any reasonable out-of-pocket costs and expenses incurred in connection with the preparation and filing of any Tax Return referred to timely remit any in the preceding sentence shall be borne by the ChoicePoint Entities and LabOne in proportion to their responsibility for the Taxes shown as owing reported on such Pre-Closing Income Tax Return upon receipt by the Buyers of the amount of such remittance pursuant to the immediately preceding sentence. The Sellers shall (A) prepare such Pre-Closing Income Tax Returns in a manner consistent with the past practices of the Company Group and its Subsidiaries to the maximum extent allowable under Law, provided that the Transaction Tax Deductions shall be allocated to the taxable period ending on the Closing Date to the maximum extent allowable by Law, (B) deliver a draft of any such Pre-Closing Income Tax Return, no later than 30 days prior to the due date whether or not previously paid. None of LabOne or its Affiliates will file any amended Tax Returns for filing such Pre-Closing Income Tax Return, to the Buyers any periods for its review and comment, and reasonably and or in good faith consider the comments respect of the Buyers in Oxxxxx Entities with respect to which LabOne is not obligated to prepare or cause to be prepared the course of finalizing original such Pre-Closing Income Tax Returns. The Sellers shall not file such Pre-Closing Tax Return Returns pursuant to this Section 10.1 without the prior written consent of the Buyers, which consent shall not be unreasonably withheld, delayed or conditioned. The Buyers shall prepare and timely file, or cause to be prepared and timely filed, any and all Tax Returns of the Company Group and its Subsidiaries, including Tax Returns for Straddle Periods, filed or required to be filed after the Closing Date other than the Pre-Closing Income Tax Returns; provided, however, that with respect to any such Tax Returns relating to a Pre-Closing Tax Period: (x) the Buyers shall prepare such Tax Returns in a manner consistent with the past practices of the Company Group to the maximum extent allowable under Law, (y) the Buyers shall deliver a draft of any such Tax Return, no later than 15 days prior to the due date for filing such Tax Return to the Sellers for its review and comment, and (z) the Buyers shall not file such Tax Returns without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned. The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on such Tax Returns for Straddle Periods in connection with the Pre-Closing Tax Period (as determined in accordance with the Straddle Period allocation principles set forth in Section 9.8(b)(ii)) within 15 days after the finalization of such Tax Returns. None of the Buyers or any of their Affiliates shall (or shall cause or permit any other Person to) (A) except as otherwise provided in this Section 9.8, amend, re file or otherwise modify any Tax Return relating in whole or in part to the Company Group or any of its Subsidiaries with respect to any Pre-Closing Tax Period (or portion thereof); (B) make any Tax election that has retroactive effect to any Pre-Closing Tax Period (or portion thereof); (C) file any ruling or request with any taxing authority that relates to Taxes or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period (or portion thereof); or (D) enter into or initiate any voluntary disclosure agreement or procedure with any taxing authority regarding any Tax or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period, in each case, without the prior written consent of the Sellers, not to be unreasonably withheld, conditioned or delayedChoicePoint.

Preparation and Filing of Tax Returns. (i) The Sellers shall cause the Company Group to prepare and timely file all Tax Returns of the Company Group or any of its Subsidiaries required to be filed (taking into account extensions) prior to the Closing Date. The Sellers shall prepare, or cause to be prepared, any and all income Tax Returns of the Company Group and its Subsidiaries, filed or required to be filed after the Closing Date but that relate to any Tax periods ending on or prior to the Closing Date (“Pre-Closing Income Tax Returns”). The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on such Pre-Closing Income Tax Return. The Buyers shall cooperate with the Sellers to effect the filing of each such Pre-Closing Income Tax Return on a timely basis and will cause the Company Group or applicable Subsidiary, as the case may be, to timely remit any Taxes shown as owing on such Pre-Closing Income Tax Return upon receipt by the Buyers of the amount of such remittance pursuant to the immediately preceding sentence. The Sellers shall (A) prepare such Pre-Closing Income Tax Returns in a manner consistent with the past practices of the Company Group and its Subsidiaries to the maximum extent allowable under Law, provided that the Transaction Tax Deductions shall be allocated to the taxable period ending on the Closing Date to the maximum extent allowable by Law, (B) deliver a draft of any such Pre-Closing Income Tax Return, no later than 30 days prior to the due date for filing such Pre-Closing Income Tax Return, to the Buyers for its review and comment, and reasonably and in good faith consider the comments of the Buyers in the course of finalizing such Pre-Closing Income Tax Returns. The Sellers shall not file such Pre-Closing Tax Return without the prior written consent of the Buyers, which consent shall not be unreasonably withheld, delayed or conditioned. The Buyers Seller Representative shall prepare and timely file, or cause to be prepared and timely filed, any and file or cause to be filed (A) all Income Tax Returns of the Company Group for all taxable periods ending on or before the Closing Date, and its Subsidiaries, including (B) all other Tax Returns of the Company for Straddle Periods, filed all taxable periods ending on or required before the Closing Date that are due to be filed after on or before the Closing Date other than the Pre-Closing Income Tax Returns; provided, however, that with respect to any Date. All such Tax Returns relating to a Pre-Closing Tax Period: (x) the Buyers shall prepare such Tax Returns be prepared by Seller Representative in a manner consistent with the past practices of the Company Group practice unless otherwise required by applicable Law and shall be submitted to the maximum extent allowable under Law, (y) the Buyers shall deliver a draft of any such Tax Return, no later than Purchaser for review at least 15 days prior to the due date for filing such Tax Return to the Sellers for its review and commentReturn, and (z) the Buyers Seller Representative shall not file incorporate any reasonable comments of Purchaser into such Tax Returns without the prior written consent of the Sellers, which consent Return. Purchaser shall not prepare or cause to be unreasonably withheld, delayed or conditioned. The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on such Tax Returns for Straddle Periods in connection with the Pre-Closing Tax Period (as determined in accordance with the Straddle Period allocation principles set forth in Section 9.8(b)(ii)) within 15 days after the finalization of such Tax Returns. None of the Buyers or any of their Affiliates shall (or shall cause or permit any other Person to) (A) except as otherwise provided in this Section 9.8, amend, re prepared and file or otherwise modify any Tax Return relating in whole or in part cause to the Company Group or any of its Subsidiaries with respect to any Pre-Closing Tax Period (or portion thereof); (B) make any Tax election that has retroactive effect to any Pre-Closing Tax Period (or portion thereof); (C) file any ruling or request with any taxing authority that relates to Taxes or be filed, all other Tax Returns of the Company Group for all taxable periods ending on or before the Closing Date that are due to be filed after the Closing Date and for all Straddle Periods, and such Tax Returns shall be prepared by Purchaser in a manner consistent with past practice unless otherwise required by applicable Law. Any Tax Return prepared by Purchaser pursuant to the preceding sentence shall be submitted to the Seller Representative for review at least 15 days prior to the due date for filing such Tax Return, and Purchaser shall incorporate any reasonable comments of Seller Representative into such Tax Return. With respect to any Income Tax Return for any period ending on or before the Closing Date, or any of its Subsidiaries Straddle Period, any and all deductions related to (A) any bonuses paid on or prior to the Closing Date in connection with the transactions contemplated hereby, (B) expenses with respect to Company Indebtedness being paid in connection with the Closing, and (C) all Transaction Expenses that are deductible for Tax purposes shall be claimed in a Pre-Closing Tax Period taxable period (or portion thereof); of any Straddle Period) ending on or (D) enter into or initiate any voluntary disclosure agreement or procedure with any taxing authority regarding any prior to the Closing Date, except as otherwise required by applicable Tax or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period, in each case, without the prior written consent of the Sellers, not to be unreasonably withheld, conditioned or delayedLaw.

Preparation and Filing of Tax Returns. (i) The Sellers shall cause in charge of the day to day operations of the Company Group to will prepare and timely file file, or will cause to be prepared and timely filed, all appropriate Federal, state, provincial, local and foreign Tax Returns in respect of the Company Group and its assets or any of its Subsidiaries activities that are required to be filed (taking into account extensions) prior to on or before the Closing Date. The Sellers Company shall prepare, not file any new Tax Returns described in the preceding sentence without first delivering a copy of such Tax Returns to the Buyer and accepting any changes to such Tax Returns that the Buyer reasonably requests. The Buyer will prepare or cause to be prepared, any prepared and will timely file or cause to be timely filed all income other Tax Returns required of the Company Group Buyer and its Subsidiariessubsidiaries and Affiliates (including the Company), filed or required to be filed after the Closing Date but in respect of their assets or activities. Any such Tax Returns that relate to any Tax include periods ending on or before the Closing Date or that include the assets or activities of the Company prior to the Closing Date (“Pre-Closing Income Tax Returns”). The Sellers shall promptly pay over will, insofar as they relate to the Buyers any Taxes shown as owing Company, be on such Pre-Closing Income Tax Return. The Buyers shall cooperate a basis consistent with the last previous such Tax Returns filed in respect of the Company, unless the Sellers to effect or the filing of each such Pre-Closing Income Tax Return on a timely basis and will cause the Company Group or applicable SubsidiaryBuyer, as the case may be, to timely remit reasonably conclude(s), and notifies the other party in writing, that there is no reasonable basis for such position. The Buyer shall not file any Taxes shown as owing on such Pre-Closing Income Tax Return upon receipt by with respect to the Buyers Company, or with respect to its assets or activities, that includes periods ending on or before the Closing Date or that include the assets or activities the Company prior to the Closing Date without first delivering a copy of such Tax Return to the Judds and accepting any changes to such Tax Returns that the Judxx xxxxxxably request. None of the amount of such remittance pursuant to the immediately preceding sentence. The Sellers shall (A) prepare such Pre-Closing Income Buyer or its Affiliates xxxx xxxx any amended Tax Returns for any periods for or in a manner consistent with the past practices respect of the Company Group and (or its Subsidiaries assets or activities) with respect to which the maximum extent allowable under Law, provided that Buyer is not obligated to prepare or cause to be prepared the Transaction original such Tax Deductions shall be allocated Returns pursuant to the taxable period ending on the Closing Date to the maximum extent allowable by Law, (B) deliver a draft of any such Pre-Closing Income Tax Return, no later than 30 days prior to the due date for filing such Pre-Closing Income Tax Return, to the Buyers for its review and comment, and reasonably and in good faith consider the comments of the Buyers in the course of finalizing such Pre-Closing Income Tax Returns. The Sellers shall not file such Pre-Closing Tax Return this Section 10.1 without the prior written consent of the BuyersJudds, which consent shall not be unreasonably withheld, delayed or conditioned. The Buyers shall prepare and timely fileprovidxx, or cause to be prepared and timely filedxxxxxer, any and all Tax Returns of the Company Group and its SubsidiariesBuyer, including Tax Returns for Straddle Periods, filed or required to be filed after the Closing Date other than the Pre-Closing Income Tax Returns; provided, however, that with respect to any such Tax Returns relating to a Pre-Closing Tax Period: (x) the Buyers shall prepare such Tax Returns in a manner consistent with the past practices of the Company Group to the maximum extent allowable under Law, (y) the Buyers shall deliver a draft of any such Tax Return, no later than 15 days prior to the due date for filing such Tax Return to the Sellers for its review and comment, and (z) the Buyers shall not file such Tax Returns without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned. The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on may amend such Tax Returns for Straddle Periods in connection with the Pre-Closing Tax Period (as determined in accordance with the Straddle Period allocation principles set forth in Section 9.8(b)(ii)) within 15 days due to any carryback of any net operating loss, net capital loss, charitable contribution or other carryback item arising after the finalization of such Tax Returns. None of the Buyers or any of their Affiliates shall (or shall cause or permit any other Person to) (A) except as otherwise provided in this Section 9.8, amend, re file or otherwise modify any Tax Return relating in whole or in part to the Company Group or any of its Subsidiaries with respect to any Pre-Closing Tax Period (or portion thereof); (B) make any Tax election that has retroactive effect to any Pre-Closing Tax Period (or portion thereof); (C) file any ruling or request with any taxing authority that relates to Taxes or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period (or portion thereof); or (D) enter into or initiate any voluntary disclosure agreement or procedure with any taxing authority regarding any Tax or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period, in each case, without the prior written consent of the Sellers, not to be unreasonably withheld, conditioned or delayedDate.

Preparation and Filing of Tax Returns. The Contributor Sellers will include on their Tax Returns all items of income (iincluding deferred revenue), gain, loss, deduction or credit of the Company or that relate to the Business for taxable periods (or portions thereof) The ending on or before the Closing Date reflecting the fact that the Company is a disregarded entity and the Contributor Sellers shall cause the Company Group not be deemed for Tax purposes to prepare and timely file all make any payment to Buyer or any of its Affiliates with respect to any deferred revenue. Any Tax Returns of the Company Group or Foreign Companies and any of its Subsidiaries required to be filed (taking into account extensions) prior to the Closing Date. The Sellers shall prepare, or cause to be prepared, any and all non-income Tax Returns of the Company Group and its Subsidiaries, filed for a taxable period (or required to be filed after portion thereof) ending on or before the Closing Date but that relate to any Tax periods ending on or prior to the Closing Date (“Pre-Closing Income Tax Returns”). The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on such Pre-Closing Income Tax Return. The Buyers shall cooperate with the Sellers to effect the filing of each such Pre-Closing Income Tax Return on a timely basis and will cause the Company Group or applicable Subsidiary, as the case may be, to timely remit any Taxes shown as owing on such Pre-Closing Income Tax Return upon receipt by the Buyers of the amount of such remittance pursuant to the immediately preceding sentence. The Sellers shall (A) prepare such Pre-Closing Income Tax Returns in a manner be prepared consistent with the past practices of the Company Group and its Subsidiaries to the maximum extent allowable under Foreign Companies, as the case may be, unless prohibited by Law, provided that . Any such Tax Returns of the Transaction Tax Deductions Foreign Companies shall be allocated prepared by Buyer, and shall be provided to the taxable period ending on the Closing Date to the maximum extent allowable by Law, (B) deliver a draft of any such Pre-Closing Income Tax Return, no later than 30 days Sellers prior to the due date filing for filing such Pre-Closing Income Tax Return, to the Buyers for its their review and commentapproval, and reasonably and in good faith consider the comments of the Buyers in the course of finalizing such Pre-Closing Income Tax Returns. The Sellers shall not file such Pre-Closing Tax Return without the prior written consent of the Buyers, which consent shall not to be unreasonably withheld, delayed or conditioned. The Buyers ; provided that (i) Sellers shall prepare and timely file, or cause to be prepared and timely filed, any and all Tax Returns of the Company Group and its Subsidiaries, including Tax Returns CH Australia for Straddle Periods, filed taxable periods ending on or required to be filed after before the Closing Date other than the Pre-Closing Income Tax Returns; provided, however, that with respect to any and deliver such Tax Returns relating to a Pre-Closing Tax Period: (x) the Buyers shall prepare such Tax Returns in a manner consistent with the past practices of the Company Group to the maximum extent allowable under Law, (y) the Buyers shall deliver a draft of any such Tax Return, no later than 15 days prior to the due date Buyer or CH Australia for filing such Tax Return to the Sellers for its their review and commentapproval, and (z) the Buyers shall not file such Tax Returns without the prior written consent of the Sellers, which consent shall not to be unreasonably withheld, delayed or conditioned. The Sellers , and (ii) Change Australia NewCo shall promptly pay over to the Buyers prepare any Taxes shown as owing on such consolidated or combined Australian income Tax Returns for Straddle Periods in connection with the Pre-Closing Tax Period (as determined in accordance with group consisting of CH Australia and Change Australia NewCo for the Straddle Period allocation principles set forth in Section 9.8(b)(ii)) within 15 days after taxable period beginning on the finalization of such Tax Returns. None date of the Buyers or any formation of their Affiliates shall Change Australia NewCo and a pro forma tax return (or shall cause equivalent workpapers) of CH Australia used to prepare such consolidated or permit any other Person to) (A) except as otherwise provided in this Section 9.8, amend, re file or otherwise modify any Tax Return relating in whole or in part to the Company Group or any of its Subsidiaries with respect to any Pre-Closing Tax Period (or portion thereof); (B) make any Tax election that has retroactive effect to any Pre-Closing Tax Period (or portion thereof); (C) file any ruling or request with any taxing authority that relates to Taxes or combined such Australian income Tax Returns of the Company Group or any of shall be provided to Buyer for its Subsidiaries for a Pre-Closing Tax Period (or portion thereof); or (D) enter into or initiate any voluntary disclosure agreement or procedure with any taxing authority regarding any Tax or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period, in each case, without the prior written consent of the Sellersreview and approval, not to be unreasonably withheld, conditioned delayed or delayedconditioned, and Buyer shall cause CH Australia to consent to be included in such Australian consolidated or combined income Tax Return for the period that it was a member of such Tax group. Except to the extent otherwise provided in the last sentence of Section 5.11(i), in the event that any Taxes are payable by Sellers in respect of any Straddle Period through the Effective Time related to any Tax Return filed by Buyer in accordance with the terms set forth herein, and such Taxes have not otherwise been paid by Sellers or included as a liability in connection with the calculation of Final Indebtedness, Final Working Capital or Final Transaction Expenses, Sellers shall pay such amount to Buyer no later than five Business Days prior to the filing of any such Tax Return by Buyer.

Preparation and Filing of Tax Returns. (i) The Sellers Seller shall cause the Company Group to prepare and timely file all Tax Returns of the Company Group or any of its Subsidiaries required to be filed (taking into account extensions) prior to the Closing Date. The Sellers shall prepare, or cause to be prepared, any and all income Tax Returns of the Company Group and its Subsidiaries, filed or required to be filed after the Closing Date but that relate to any Tax periods ending on or prior to the Closing Date (“Pre-Closing Income Tax Returns”). The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on such Pre-Closing Income Tax Return. The Buyers shall cooperate with the Sellers to effect the filing of each such Pre-Closing Income Tax Return on a timely basis and will cause the Company Group or applicable Subsidiary, as the case may be, to timely remit any Taxes shown as owing on such Pre-Closing Income Tax Return upon receipt by the Buyers of the amount of such remittance pursuant to the immediately preceding sentence. The Sellers shall (A) prepare such Pre-Closing Income Tax Returns in a manner consistent with the past practices of the Company Group and its Subsidiaries to the maximum extent allowable under Law, provided that the Transaction Tax Deductions shall be allocated to the taxable period ending on the Closing Date to the maximum extent allowable by Law, (B) deliver a draft of any such Pre-Closing Income Tax Return, no later than 30 days prior to the due date for filing such Pre-Closing Income Tax Return, to the Buyers for its review and comment, and reasonably and in good faith consider the comments of the Buyers in the course of finalizing such Pre-Closing Income Tax Returns. The Sellers shall not file such Pre-Closing Tax Return without the prior written consent of the Buyers, which consent shall not be unreasonably withheld, delayed or conditioned. The Buyers shall prepare and timely file, or cause to be prepared and timely filed, any and taking into account all valid extensions of time to file, all Tax Returns of the Company Group and its Subsidiaries, including (or Tax Returns for Straddle Periods, filed or in which the Company is required to be included) that are required to be filed after the Closing Date other than the Pre-Closing Income Tax Returns; provided, however, that with respect to for any such Tax Returns relating to a Pre-Closing Tax Period: (x) the Buyers shall prepare . All such Tax Returns shall be prepared in a manner consistent accordance with the past practices practice and Seller shall provide copies of the Company Group to the maximum extent allowable under Law, (y) the Buyers shall deliver a draft of any such Tax Return, no later than 15 Returns to Buyer for Buyer’s review and reasonable comment twenty (20) days prior to the filing. Seller shall pay or cause to be paid all Taxes shown to be due date for filing such Tax Return to the Sellers for its review and comment, and (z) the Buyers shall not file such on Tax Returns without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedthat it is responsible for preparing and filing under this Agreement. The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on such Tax Returns for Straddle Periods in connection with the Pre-Closing Tax Period (as determined in accordance with the Straddle Period allocation principles set forth in Section 9.8(b)(ii)) within 15 days after the finalization of such Tax Returns. None of the Buyers or any of their Affiliates shall (or Buyer shall cause or permit any other Person to) (A) except as otherwise provided in this Section 9.8to be prepared and timely filed, amendtaking into account all valid extensions of time to file, re file or otherwise modify any Tax Return relating in whole or in part to the Company Group or any of its Subsidiaries with respect to any Pre-Closing Tax Period (or portion thereof); (B) make any Tax election that has retroactive effect to any Pre-Closing Tax Period (or portion thereof); (C) file any ruling or request with any taxing authority that relates to Taxes or all Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period (or portion thereof); or (D) enter into or initiate any voluntary disclosure agreement or procedure with any taxing authority regarding any Tax or Tax Returns in which the Company is required to be included, other than Tax Returns that include Seller or its Affiliates) that are required to be filed for any Straddle Period. Seller shall, at their expense, cooperate with Buyer in the preparation of Straddle Period Tax Returns including, without limitation, the furnishing of Tax information for the pre-Closing portion of the Company Group Straddle Period. Buyer shall pay to the appropriate Tax Authority the full amount of Taxes shown on any Straddle Period Tax Return, and Seller shall promptly reimburse Buyer for Seller’s share of such Taxes (or Buyer shall promptly pay Seller for Seller’s share of any refund or overpayment of such Taxes) as determined under this Section 8.3. Such determination shall take into account any estimated tax payments made by Seller, any of its Subsidiaries for a Pre-Seller’s Affiliates or the Company prior to the Closing Tax Period, in each case, without the prior written consent of the Sellers, not to be unreasonably withheld, conditioned or delayedDate.

Preparation and Filing of Tax Returns. (ia) The Sellers shall cause the Company Group With respect to prepare and timely file all each Tax Returns of the Company Group Return covering a taxable period ending on or any of its Subsidiaries required to be filed (taking into account extensions) prior to before the Closing Date. The Sellers shall prepare, or cause to be prepared, any and all income Tax Returns of the Company Group and its Subsidiaries, filed or Date that is required to be filed after the Closing Date but that relate to any Tax periods ending on for, by or prior with respect to the Companies or the Subsidiaries (other than the Tax Returns described in paragraph (c)), Majority Shareholder shall cause such Tax Return to be prepared (at Majority Shareholder's sole cost and expense) and shall cause to be included in such Tax Return all items of income, gain, loss, deduction and credit or other items (collectively "Tax Items") required to be included therein. Majority Shareholder shall determine (by a methodology that uses the principles of an interim closing of the books as of the Closing Date Date, except for Taxes and Tax Items (“including franchise and ad valorum taxes) that are calculated on an annual basis shall be pro rated on a daily basis), the portion, if any, of the Tax shown with respect to the period covered by such Tax Return which is attributable to the Companies or the Subsidiaries for a Pre-Closing Income Taxable Period. In addition, Majority Shareholder shall cause a Company Tax Returns”). The Sellers Return to be prepared (at Majority Shareholder's sole cost and expense) and shall promptly pay over cause to the Buyers be included in such Company Tax Return all items of Tax Items included in any Taxes shown as owing on such Pre-Closing Income actual Tax Return. The Buyers shall cooperate with , utilizing the Sellers to effect same methodologies used in the filing of each such Pre-Closing Income Tax Return on a timely basis and will cause the Company Group or applicable Subsidiary, as the case may be, to timely remit any Taxes shown as owing on such Pre-Closing Income Tax Return upon receipt by the Buyers of the amount of such remittance pursuant to the immediately preceding sentence. The Sellers shall (A) prepare such Pre-Closing Income Tax Returns in a manner consistent with the past practices of the Company Group and its Subsidiaries to the maximum extent allowable under Law, provided that the Transaction Tax Deductions shall be allocated to the taxable period ending on the Closing Date to the maximum extent allowable by Law, (B) deliver a draft preparation of any such Pre-Closing Income actual Tax Return, no later than Return pursuant to this Section 9.1(a). At least 30 days prior to the due date for filing such Pre-Closing Income Tax Return, to the Buyers for its review and comment, and reasonably and in good faith consider the comments (including extensions) of the Buyers in the course of finalizing such Pre-Closing Income Tax Returns. The Sellers shall not file such Pre-Closing Tax Return without the prior written consent of the Buyers, which consent shall not be unreasonably withheld, delayed or conditioned. The Buyers shall prepare and timely file, or cause to be prepared and timely filed, any and all Tax Returns of the Company Group and its Subsidiaries, including Tax Returns for Straddle Periods, filed or required to be filed after the Closing Date other than the Pre-Closing Income Tax Returns; provided, however, that with respect to any such Tax Returns relating to a Pre-Closing Tax Period: (x) the Buyers shall prepare such Tax Returns in a manner consistent with the past practices of the Company Group to the maximum extent allowable under Law, (y) the Buyers shall deliver a draft of any such Tax Return, no later than 15 days prior Majority Shareholder shall deliver to Buyer a copy of such actual Tax Return (and the due date for filing corresponding Company Tax Return) and its determinations. Buyer shall have the right to review and comment on such Tax Return (and the corresponding Company Tax Return) and to request reasonable revisions thereto within 15 days of receiving copies thereof. If the Sellers for its review Majority Shareholder and comment, and (z) the Buyers Buyer shall not file be unable to agree upon revisions to such Tax Returns without (and/or the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned. The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on such corresponding Company Tax Returns for Straddle Periods in connection with the Pre-Closing Tax Period (as determined in accordance with the Straddle Period allocation principles set forth in Section 9.8(b)(ii)Returns) within 15 days after the finalization of such Tax Returns. None Majority Shareholder's receipt of the Buyers Buyer's reasonable objections, then independent tax counsel or any of their Affiliates shall (or shall cause or permit any other Person to) (A) except as otherwise provided in this Section 9.8, amend, re file or otherwise modify any Tax Return relating in whole or in part to the Company Group or any of its Subsidiaries with respect to any Pre-Closing Tax Period (or portion thereof); (B) make any Tax election that has retroactive effect to any Pre-Closing Tax Period (or portion thereof); (C) file any ruling or request with any taxing authority that relates to Taxes or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period (or portion thereof); or (D) enter into or initiate any voluntary disclosure agreement or procedure with any taxing authority regarding any Tax or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Periodnationally recognized public accounting firm, in each casecase mutually acceptable to Majority Shareholder and Buyer, without shall be engaged to decide the prior written consent dispute, the costs of the Sellers, not such counsel or accounting firm to be unreasonably withheld, conditioned or delayed.shared equally by Majority

Preparation and Filing of Tax Returns. (i) The Sellers shall cause will have the Company Group right, at their cost and expense, to prepare and timely file all Income Tax Returns of the Company Group or Members (including all IRS Forms 1065 and corresponding Schedules K-1 of Company and any Subsidiary of its Subsidiaries required to be filed (taking into account extensionsCompany treated as a partnership for U.S. federal Income Tax purposes) prior to the for all Pre-Closing Date. The Sellers shall prepare, or cause to be prepared, any and all income Tax Returns of the Company Group and its Subsidiaries, filed or Periods that are required to be filed after the Closing Date but (including extensions), and Buyer will prepare any such Tax Return that relate to any Tax periods ending on or prior to the Closing Date (“Pre-Closing Income Tax Returns”). The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on such Pre-Closing Income Tax Return. The Buyers shall cooperate with the Sellers do not elect to effect the filing of each prepare. All such Pre-Closing Income Tax Return on a timely basis and will cause the Company Group or applicable Subsidiary, as the case may be, to timely remit any Taxes shown as owing on such Pre-Closing Income Tax Return upon receipt by the Buyers of the amount of such remittance pursuant to the immediately preceding sentence. The Sellers shall (A) prepare such Pre-Closing Income Tax Returns will be prepared in a manner consistent with past practice of the past practices applicable Company Member, except as otherwise required by applicable Law. (ii) Buyer will have the right, at its cost and expense, to prepare all Income Tax Returns of the Company Group Members (including all IRS Forms 1065 and its Subsidiaries corresponding Schedules K-1 of Company and any Subsidiary of Company treated as a partnership for U.S. federal Income Tax purposes) for any Straddle Periods that are required to be filed after the Closing Date (including extensions). All such Tax Returns will be prepared in a manner consistent with past practice of the applicable Company Member, except as otherwise required by applicable Law; provided, however, that (i) in connection with the preparation of the IRS Form 1065 (or any analogous state or local Tax Return) of Company for a Straddle Period, the Parties agree that the interim closing of the books methodology with calendar day convention under Treasury Regulations Section 1.706-4 will be selected and (ii) to the maximum extent allowable under Lawpermitted by applicable Law determined on a “more likely than not” basis, provided that all items of loss or deduction resulting from or attributable to the payment or satisfaction of Closing Company Indebtedness and Transaction Expenses (collectively, “Transaction Tax Deductions”) will be reported on Tax Returns for Pre-Closing Tax Periods or, in the case of any Transaction Tax Deductions reported on any Tax Return for a Straddle Period, such deductions will be treated as arising in the portion of such Straddle Period ending on the Closing Date. (iii) Taxes other than Income Taxes for a Straddle Period of a Company Member shall be allocated to the taxable period pre-Closing and post-Closing portions of such Straddle Period based on a daily proration of such Taxes for the entire Straddle Period. For purposes of this Section 6.6(c)(iii), the Sellers’ allocable share of the Tax incurred during a Straddle Period shall equal the Tax liability for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the pre-closing portion of the Straddle Period ending on the Closing Date and the denominator is the number of days in the entire Straddle Period. (iv) The Party that prepares a Tax Return pursuant to the maximum extent allowable by Law, (Bthis Section 6.6(c) deliver will provide a draft of any such Pre-Closing Income Tax Return, no later Return to the other Party not less than 30 days prior to the due date (including extensions) for filing such Pre-Closing Income Tax Return, Return and such Tax Return will be revised to reflect any reasonable comments provided in writing by such other Party to the Buyers for its review and comment, and reasonably and in good faith consider the comments of the Buyers in the course of finalizing such Pre-Closing Income Tax Returns. The Sellers shall preparing Party not file such Pre-Closing Tax Return without the prior written consent of the Buyers, which consent shall not be unreasonably withheld, delayed or conditioned. The Buyers shall prepare and timely file, or cause to be prepared and timely filed, any and all Tax Returns of the Company Group and its Subsidiaries, including Tax Returns for Straddle Periods, filed or required to be filed after the Closing Date other than the Pre-Closing Income Tax Returns; provided, however, that with respect to any such Tax Returns relating to a Pre-Closing Tax Period: (x) the Buyers shall prepare such Tax Returns in a manner consistent with the past practices of the Company Group to the maximum extent allowable under Law, (y) the Buyers shall deliver a draft of any such Tax Return, no later less than 15 days prior to the due date for filing after receiving such draft Tax Return to the Sellers for its review and comment, and (z) the Buyers shall not file such Tax Returns without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned. The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on such Tax Returns for Straddle Periods in connection with the Pre-Closing Tax Period (as determined in accordance with the Straddle Period allocation principles set forth in Section 9.8(b)(ii)) within 15 days after the finalization of such Tax Returns. None of the Buyers or any of their Affiliates shall (or shall cause or permit any other Person to) (A) except as otherwise provided in this Section 9.8, amend, re file or otherwise modify any Tax Return relating in whole or in part to the Company Group or any of its Subsidiaries with respect to any Pre-Closing Tax Period (or portion thereof); (B) make any Tax election that has retroactive effect to any Pre-Closing Tax Period (or portion thereof); (C) file any ruling or request with any taxing authority that relates to Taxes or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period (or portion thereof); or (D) enter into or initiate any voluntary disclosure agreement or procedure with any taxing authority regarding any Tax or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period, in each case, without the prior written consent of the Sellers, not to be unreasonably withheld, conditioned or delayedReturn.