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

Preparation and Filing of Tax Returns. (i) Seller Parent shall prepare or cause to be prepared all (A) Tax Returns that include Seller Parent or any of its Affiliates (other than any Conveyed Subsidiary or any Subsidiary thereof), on the one hand, and any Conveyed Subsidiary or Subsidiary thereof, on the other hand (“Seller Combined Tax Returns”) and (B) Tax Returns of the Conveyed Subsidiaries (and their Subsidiaries) for any Pre-Closing Tax Period other than any Straddle Period (“Pre-Closing Separate Tax Returns”). All Pre-Closing Separate Tax Returns shall, where applicable, be prepared in a manner consistent with the past practices of the applicable Conveyed Subsidiary (or Subsidiary thereof), other than as required as a result of the Seller Internal Restructurings and except to the extent that there is not at least a “more likely than not” basis for a position under applicable Law. In the case of any Pre-Closing Separate Tax Return that is required to be filed after the Closing (taking into account any applicable extensions), Seller Parent shall deliver to Purchaser for its review and comment, at least thirty (30) days, in the case of Income Tax Returns, and fifteen (15) days, in the case of non-Income Tax Returns, prior to the due date for the filing of such Pre-Closing Separate Tax Return (taking into account any applicable extensions), a draft copy of such Pre-Closing Separate Tax Return, together with any additional information that Purchaser may reasonably request. Purchaser shall have the right to review such Pre-Closing Separate Tax Return and any such additional information prior to the filing of such Pre-Closing Separate Tax Return, and Seller Parent shall consider in good faith any reasonable comments submitted by Purchaser at least fifteen (15) days, in the case of Income Tax Returns, and five (5) days, in the case of non-Income Tax Returns, prior to the due date of such Pre-Closing Separate Tax Return (taking into account any applicable extensions). Purchaser shall timely file (taking into account any applicable extensions), or cause to be timely filed, such Pre-Closing Separate Tax Returns as prepared by Seller Parent (and as may be revised by Seller Parent to reflect any comments received from Purchaser pursuant to the immediately preceding sentence), provided that such Tax Return was delivered to Purchaser at least five (5) days, in the case of Income Tax Returns, and three (3) days, in the case of non-Income Tax Returns, prior to the due date for filing such Tax Return (taking into account any applicable extensions). Seller Parent shall timely file, or cause to be timely filed (taking into account any applicable extensions), any Seller Combined Tax Returns and any Pre-Closing Separate Tax Returns that are due prior to the Closing (taking into account any applicable extensions) and pay any Taxes due on any such Tax Return and, at least three (3) days before any Pre-Closing Separate Tax Return that is required to be filed after the Closing is due (taking into account any applicable extensions), shall pay Purchaser (or a Subsidiary of Purchaser designated by Purchaser) the amount of Taxes shown as due thereon to the extent any such Taxes are Seller Indemnified Taxes for which Seller Parent is liable pursuant to this Agreement.

Preparation and Filing of Tax Returns. (ia) Seller Parent The Unitholders' Representative and its agents shall be entitled to prepare or cause to be prepared all the IRS Form 1065 (A) Tax Returns that include Seller Parent or any of its Affiliates (other than any Conveyed Subsidiary or any Subsidiary thereof), on the one hand, and any Conveyed Subsidiary similar or Subsidiary thereof, on the other hand (“Seller Combined analogous U.S. state or local partnership income Tax Returns”Return) and (B) Tax Returns of the Conveyed Subsidiaries (and their Subsidiaries) Company for any Pre-Tax period ending on or before the Closing Tax Period other than any Straddle Period (“Pre-Closing Separate Tax Returns”). All Pre-Closing Separate Tax Returns shall, where applicable, be prepared in a manner consistent with the past practices of the applicable Conveyed Subsidiary (or Subsidiary thereof), other than as required as a result of the Seller Internal Restructurings and except to the extent that there is not at least a “more likely than not” basis for a position under applicable Law. In the case of any Pre-Closing Separate Tax Return Date that is required to be filed due after the Closing Date. If the Unitholders' Representative elects to prepare such a Tax Return, then it shall prepare such Tax Return consistent with past practice (taking into account any applicable extensions)unless otherwise required by Applicable Law) and, Seller Parent shall deliver to Purchaser for its review and comment, at least not later than thirty (30) days, in the case of Income Tax Returns, and fifteen (15) days, in the case of non-Income Tax Returns, prior to the due date for the filing of such Pre-Closing Separate Tax Return (taking into account any applicable extensions), a draft copy of such Pre-Closing Separate Tax Return, together with any additional information that Purchaser may reasonably request. Purchaser shall have the right to review such Pre-Closing Separate Tax Return and any such additional information prior to the filing of such Pre-Closing Separate Tax Return, and Seller Parent shall consider in good faith any reasonable comments submitted by Purchaser at least fifteen (15) days, in the case of Income Tax Returns, and five (5) days, in the case of non-Income Tax Returns, prior to the due date of such Pre-Closing Separate Tax Return (taking into account any applicable extensions). Purchaser shall timely file (taking into account any applicable extensions), or cause to be timely filed, such Pre-Closing Separate Tax Returns as prepared by Seller Parent (and as may be revised by Seller Parent to reflect any comments received from Purchaser pursuant to the immediately preceding sentence), provided that such Tax Return was delivered to Purchaser at least five (5) days, in the case of Income Tax Returns, and three (3) days, in the case of non-Income Tax Returns, days prior to the due date for filing of such Tax Return Return, deliver a draft of such Tax Return, together with all supporting documentation and work papers, to the Parent for its reasonable review and comment, and Unitholders' Representative shall incorporate any reasonable comments received from Parent. With respect to all other Tax Returns of the Company Entities due after the Closing Date relating to a Pre-Closing Period or Straddle Period (taking into account any applicable extensionsfor the avoidance of doubt, including those Tax Returns that Unitholders' Representative does not elect to prepare pursuant to the preceding two sentences). Seller , Parent shall timely filecause the Surviving Entity to prepare consistent with past practice (unless otherwise required by Applicable Law) and deliver a copy of any such Tax Return, or together with all supporting documentation and work papers, to the Unitholders' Representative and its agents for their reasonable review and comment promptly (in the case of an income Tax Return, not later than thirty (30) days prior to the due date for filing of such Tax Return), and Parent shall incorporate any reasonable comments received from Unitholders' Representative. Parent shall cause the Surviving Entity to (a) cause any Tax Returns prepared pursuant to this Section 12.2(a) to be timely filed as prepared, (taking into account b) provide a copy of such filed Tax Return to the Unitholders' Representative and its agents, and (c) promptly provide each Unitholder with any applicable extensions)information required to be provided under Applicable Law in a manner and timing consistent with past practice (including, any Seller Combined Tax Returns but not limited to, an IRS Form K-1 and any Presimilar form under U.S. state or local or non-Closing Separate U.S. Applicable Law). Swan Sponsor shall pay to Parent an amount equal to the portion of any Taxes reflected on such Tax Returns that are due prior to the Closing (taking into account any applicable extensions) and pay any Taxes due on any such Tax Return and, at least three (3) days before any Pre-Closing Separate Tax Return that is required to be filed after the Closing is due (taking into account any applicable extensions), shall pay Purchaser (or a Subsidiary of Purchaser designated by Purchaser) the amount of Taxes shown as due thereon to the extent any such Taxes are Seller Indemnified Taxes for which Seller Parent is liable its responsibility pursuant to this AgreementSection 12.1 no later than the due date of the Tax Return.

Preparation and Filing of Tax Returns. (ia) Seller Parent shall prepare or cause to be prepared all (Ai) any combined, consolidated, unitary, affiliated or similar Tax Returns Return that include includes Seller Parent or any of its Affiliates (other than any Conveyed Subsidiary or any Subsidiary thereofthe Transferred Entities), on the one hand, and any Conveyed Subsidiary or Subsidiary thereofof the Transferred Entities, on the other hand (a “Seller Combined Tax ReturnsReturn”) and (Bii) any Tax Returns Return (other than any Combined Tax Return) required to be filed by or with respect to any Transferred Entity for any taxable period that ends on or before the Closing Date (a “Pre-Closing Separate Tax Return”). Seller shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed on or before the Closing Date (taking into account extensions) and shall pay all Taxes due on such Tax Returns. Seller shall deliver, or cause to be delivered, to Buyer each Pre-Closing Separate Tax Return that is required to be filed after the Closing Date at least twenty (20) days prior to the due date therefor (taking into account extensions), or, in the case of any Pre-Closing Separate Tax Return due less than twenty (20) days following the Conveyed Subsidiaries Closing Date (and their Subsidiariestaking into account extensions), as soon as reasonably practicable following the Closing Date. No later than five (5) days before the due date (taking into account extensions) for any Pre-Closing Separate Tax Period other than Return delivered to Buyer pursuant to the immediately preceding sentence, Seller shall deliver to Buyer the amount of any Straddle Period Taxes that are due and payable upon the filing of such Pre-Closing Separate Tax Return; provided, that Seller shall not be required to deliver any such amounts to the extent (“1) such amounts were properly accrued on the balance sheet of the relevant Transferred Entity or (2) Seller would not otherwise be required to indemnify Buyer or its Affiliates for such amounts pursuant to Section 9.01. Buyer shall timely file or cause to be timely filed all such Pre-Closing Separate Tax Returns”). All Pre-Closing Separate Tax Returns shall, where applicable, shall be prepared in a manner consistent with the past practices practice of the Seller and its relevant Affiliate(s), if any, unless prohibited by applicable Conveyed Subsidiary Law. Buyer shall not amend or revoke any Combined Tax Return or Pre-Closing Separate Tax Return (or Subsidiary thereofany notification or election relating thereto) without the prior written consent of Seller (which consent shall, solely with respect to a Pre-Closing Separate Tax Return, not be unreasonably withheld, conditioned, or delayed). At Seller’s reasonable request, other than as required as a result of the Seller Internal Restructurings and Buyer shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns, except to the extent such amendment (x) is expected to result in a material adverse Tax consequences for Buyer or any of its Affiliates (including the Transferred Entities) for any Post-Closing Tax Period or (y) reflects a position that there is not at least a “more likely than not” basis for a position not to be upheld under applicable LawLaw (as determined in good faith after consultation with Seller and its counsel). In Buyer shall promptly provide, or cause to be provided, to Seller any information reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns described in this Section 9.05(a). Notwithstanding the foregoing, in the case of any Pre-Closing Separate Tax Return that is required to be filed after the Closing (taking into account any applicable extensions)Date, Seller Parent shall deliver may elect in writing not to Purchaser for its review and comment, at least thirty (30) days, in the case of Income Tax Returns, and fifteen (15) days, in the case of non-Income Tax Returns, prior to the due date for the filing of prepare any such Pre-Closing Separate Tax Return (taking into account that Seller would otherwise have the right to prepare under this Section 9.05(a). If Seller makes such an election with respect to any applicable extensions), a draft copy of such Pre-Closing Separate Tax Return, together with any additional information that Purchaser may reasonably request. Purchaser then Buyer shall have the right prepare and file or cause to review be prepared and filed such Pre-Closing Separate Tax Return and any such additional information prior to the filing of such Pre-Closing Separate Tax Return, and Seller Parent shall consider in good faith any reasonable comments submitted by Purchaser at least fifteen (15) days, in the case preparation and filing of Income Tax Returns, and five (5) days, in the case of non-Income Tax Returns, prior to the due date of such Pre-Closing Separate Tax Return (taking into account any applicable extensions). Purchaser shall timely file (taking into account any applicable extensions), or cause to be timely filed, such Pre-Closing Separate Tax Returns as prepared by Seller Parent (and as may be revised by Seller Parent to reflect any comments received from Purchaser pursuant to the immediately preceding sentence), provided that such Tax Return was delivered shall be subject to Purchaser at least five (5the provisions of Section 9.05(b) days, in the case of Income same manner as though it were a Straddle Period Tax Returns, and three (3) days, in the case of non-Income Tax Returns, prior to the due date for filing such Tax Return (taking into account any applicable extensions). Seller Parent shall timely file, or cause to be timely filed (taking into account any applicable extensions), any Seller Combined Tax Returns and any Pre-Closing Separate Tax Returns that are due prior to the Closing (taking into account any applicable extensions) and pay any Taxes due on any such Tax Return and, at least three (3) days before any Pre-Closing Separate Tax Return that is required to be filed after the Closing is due (taking into account any applicable extensions), shall pay Purchaser (or a Subsidiary of Purchaser designated by Purchaser) the amount of Taxes shown as due thereon to the extent any such Taxes are Seller Indemnified Taxes for which Seller Parent is liable pursuant to this AgreementReturn.

Preparation and Filing of Tax Returns. (i) The Seller Parent shall prepare and file when due, or shall cause to be prepared and filed when due, all (A) Tax Returns that include Seller Parent or any of its Affiliates (other than any Conveyed Subsidiary or any Subsidiary thereof), on the one hand, and any Conveyed Subsidiary or Subsidiary thereof, on the other hand (“Seller Combined Tax Returns”) and (B) Tax Returns of any member of the Conveyed Subsidiaries Company Group for all Tax periods ending on or before the Closing Date that are due after the Closing Date, including for those jurisdictions and Governmental Entities that permit or require a short period Tax Return for Taxes (and their Subsidiaries) for any Pre-Closing Tax Period other than any Straddle Period (the “Pre-Closing Separate Tax Seller Prepared Returns”). All Pre-Closing Separate Tax Returns shall, where applicable, be prepared in a manner consistent The Seller shall provide the Purchaser with the past practices copies of the applicable Conveyed Subsidiary each Seller Prepared Return no later than twenty (or Subsidiary thereof), other than as required as a result of the Seller Internal Restructurings and except 20) days prior to the extent filing deadline (including extensions) with respect to such Seller Prepared Return; provided, that there is not at least a “more likely than not” basis for a position under applicable Law. In in the case of any Pre-Closing Separate Tax Seller Prepared Return that which filing deadline (including extensions) is required to be filed after the Closing (taking into account any applicable extensions), Seller Parent shall deliver to Purchaser for its review and comment, at least within thirty (30) days, in days after the case of Income Tax Returns, Closing Date and fifteen which cannot be reasonably prepared and provided to the Purchaser at least twenty (1520) days, in the case of non-Income Tax Returns, days prior to such filing deadline, the due date for the filing of such Pre-Closing Separate Tax Return (taking into account any applicable extensions), Seller shall provide a draft copy of such Pre-Closing Separate Tax Return, together with any additional information that Purchaser may reasonably requestSeller Prepared Return no later than five (5) days prior to such filing deadline. The Purchaser shall have the right to review and comment on (without obligation on the Seller to accept such Pre-comments), prior to their filing all Tax Returns of each member of the Company Group with respect to the period ending on the Closing Separate Date. The Purchaser shall cause to be prepared and filed in a timely manner all Tax Returns for Straddle Periods required to be filed by any member of the Company Group (“Purchaser Prepared Returns”). The Seller Prepared Returns and the Purchaser Prepared Returns shall be prepared in accordance with past practices of the Company Group (so long as such practices comply with applicable Law) and applicable Law. The Purchaser shall provide the Seller with copies of portions of such Tax Returns as relates to each member of the Company Group from each Purchaser Prepared Return and any such additional information no later than twenty (20) days prior to the filing deadline (including extensions) with respect to such Purchaser Prepared Return for the Seller’s review and shall make such changes as are reasonably requested by the Seller with respect to the portions of such Pre-Closing Separate Tax ReturnPurchaser Prepared Returns as relates to any member of the Company Group; provided, and Seller Parent shall consider in good faith any reasonable comments submitted by Purchaser at least fifteen (15) days, that in the case of Income Tax Returnsany Purchaser Prepared Return which filing deadline (including extensions) is within thirty (30) days after the Closing Date and which cannot be reasonably prepared and provided to the Seller at least twenty (20) days prior to such filing deadline, and the Purchaser shall provide a copy of such Purchaser Prepared Return no later than five (5) days, in the case of non-Income Tax Returns, days prior to the due date of such Pre-Closing Separate Tax Return (taking into account any applicable extensions). Purchaser shall timely file (taking into account any applicable extensions), or cause to be timely filed, such Pre-Closing Separate Tax Returns as prepared by Seller Parent (and as may be revised by Seller Parent to reflect any comments received from Purchaser pursuant to the immediately preceding sentence), provided that such Tax Return was delivered to Purchaser at least five (5) days, in the case of Income Tax Returns, and three (3) days, in the case of non-Income Tax Returns, prior to the due date for filing such Tax Return (taking into account any applicable extensions). Seller Parent shall timely file, or cause to be timely filed (taking into account any applicable extensions), any Seller Combined Tax Returns and any Pre-Closing Separate Tax Returns that are due prior to the Closing (taking into account any applicable extensions) and pay any Taxes due on any such Tax Return and, at least three (3) days before any Pre-Closing Separate Tax Return that is required to be filed after the Closing is due (taking into account any applicable extensions), shall pay Purchaser (or a Subsidiary of Purchaser designated by Purchaser) the amount of Taxes shown as due thereon to the extent any such Taxes are Seller Indemnified Taxes for which Seller Parent is liable pursuant to this Agreementdeadline.

Preparation and Filing of Tax Returns. (i) Seller Parent The Sellers’ Committee shall prepare (at Stealth’s expense) and timely file or shall cause to be prepared (at Stealth’s expense) and timely filed all (A) federal, state, local and foreign Tax Returns in respect of Stealth, its assets or activities that include Seller Parent (a) are required to be filed on or any of its Affiliates before the Closing Date or (other than any Conveyed Subsidiary or any Subsidiary thereof), on the one hand, and any Conveyed Subsidiary or Subsidiary thereof, on the other hand (“Seller Combined Tax Returns”b) and (B) Tax Returns of the Conveyed Subsidiaries (and their Subsidiaries) for any Pre-Closing Tax Period other than any Straddle Period (“Pre-Closing Separate Tax Returns”). All Pre-Closing Separate Tax Returns shall, where applicable, be prepared in a manner consistent with the past practices of the applicable Conveyed Subsidiary (or Subsidiary thereof), other than as required as a result of the Seller Internal Restructurings and except to the extent that there is not at least a “more likely than not” basis for a position under applicable Law. In the case of any Pre-Closing Separate Tax Return that is are required to be filed after the Closing (taking into account any applicable extensions), Seller Parent shall deliver Date with respect to Purchaser for its review income taxes and comment, at least thirty (30) days, in the case of Income Tax Returns, and fifteen (15) days, in the case of non-Income Tax Returns, prior to the due date for the filing of such Pre-Closing Separate Tax Return (taking into account any applicable extensions), a draft copy of such Pre-Closing Separate Tax Return, together with any additional information that Purchaser may reasonably request. Purchaser shall have the right to review such Pre-Closing Separate Tax Return and any such additional information prior to the filing of such Pre-Closing Separate Tax Return, and Seller Parent shall consider in good faith any reasonable comments submitted by Purchaser at least fifteen (15) days, in the case of Income Tax Returns, and five (5) days, in the case of non-Income Tax Returns, prior to the due date of such Pre-Closing Separate Tax Return (taking into account any applicable extensions). Purchaser shall timely file (taking into account any applicable extensions), or cause to be timely filed, such Pre-Closing Separate Tax Returns as prepared by Seller Parent (and as may be revised by Seller Parent to reflect any comments received from Purchaser pursuant to the immediately preceding sentence), provided that such Tax Return was delivered to Purchaser at least five (5) days, in the case of Income Tax Returns, and three (3) days, in the case of non-Income Tax Returns, prior to the due date for filing such Tax Return (taking into account any applicable extensions). Seller Parent shall timely file, or cause to be timely filed (taking into account any applicable extensions), any Seller Combined Tax Returns and any Pre-Closing Separate Tax Returns that are due prior to the Closing (taking into account any applicable extensions) and pay any Taxes due on any such Tax Return and, at least three (3) days before any Pre-Closing Separate Tax Return that is required to be filed after on a separate Tax Return basis for any period ending on or before for the Closing is due Date; and, not later than 5 days prior to the applicable filing date, the Sellers’ Committee shall make available to Buyer for its review each of the Tax Returns referred to in clause (taking into account any applicable extensions), b) above and shall pay Purchaser (or a Subsidiary of Purchaser designated make such revisions thereto as are reasonably requested by Purchaser) the amount of Taxes shown as due thereon Buyer except to the extent any such Taxes are Seller Indemnified Taxes for which Seller Parent is liable requested revisions could, in the reasonable judgment of the Principal Stockholders, result in an increase in their indemnity risk under Section 9.2 hereof. The Buyer shall prepare or caused to be prepared and shall file or caused to be filed all other Tax Returns required of Stealth or in respect of its assets or activities. Any such Tax Returns that include periods ending on or before the Closing Date or that include the activities of Stealth prior to the Closing Date shall, insofar as they relate to Stealth, be on a basis reasonably consistent with the previous Tax Returns filed in respect of Stealth. With respect to any Tax Returns prepared by the Buyer pursuant to this AgreementSection 12.2, the Buyer shall permit the Sellers’ Committee to review and comment on each such Tax Return and shall make such revisions to such previous Tax Returns as are reasonably requested by the Sellers’ Committee in order to make such Tax Returns reasonably consistent with Stealth’s previous Tax returns (or reasonably requested with respect to any item not addressed in such previous Tax Returns). The Buyer shall not file any amended Tax Returns for any periods prior to the Closing Date without the prior written consent of the Sellers’ Committee, except for, and only to the extent that, any such amendment is expressly required to be filed under applicable law, in which cases the Sellers’ Committee’s consents shall not be unreasonably withheld or delayed.

Preparation and Filing of Tax Returns. (ia) Seller Parent shall will prepare and timely file, or cause to be prepared and timely filed, all (A) Tax Returns that include Seller Parent or any of its Affiliates (other than any Conveyed Subsidiary or any Subsidiary thereof), on the one hand, and any Conveyed Subsidiary or Subsidiary thereof, on the other hand (“Seller Combined Tax Returns”) and (B) Tax Returns required to be filed in respect of the Conveyed Subsidiaries (Acquired Assets and their Subsidiaries) the Foxtail Business for any Pre-Closing Tax Period other than any Period. Acquiror will prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed solely in respect of the Acquired Assets or the Foxtail Business for a Straddle Period. Any Tax Return required to be filed in respect of a Straddle Period (“Pre-Closing Separate Tax Returns”). All Pre-Closing Separate Tax Returns shall, where applicable, will be prepared in on a manner basis consistent with (x) except to the extent otherwise required by applicable Law, the past practices of the applicable Conveyed Subsidiary Seller Group and (or Subsidiary thereof), other than as required as a result of the Seller Internal Restructurings and except to the extent that there is not at least a “more likely than not” basis for a position under y) applicable Law. In the case of any Pre-Closing Separate Tax Return that is required to be filed after the Closing (taking into account any applicable extensions), Seller Parent shall Acquiror will deliver to Purchaser for its review and commentSeller, at least thirty (30) days, in the case of Income Tax Returns, and fifteen (15) days, in the case of non-Income Tax Returns, 15 days prior to the due date for the filing of such Pre-Closing Separate Straddle Period Tax Return (taking into account any applicable extensions), a draft statement setting forth the amount of Tax for which Seller is responsible pursuant to Sections 9.03(a), 9.03(b) and 9.03(c) and a copy of such Pre-Closing Separate Tax Return, together with any additional information relating thereto that Purchaser Seller may reasonably request. Purchaser shall Seller will have the right to review such Pre-Closing Separate Straddle Period Tax Return Return, statement and any such additional information information, if any, prior to the filing of such Pre-Closing Separate Tax Return, and Seller Parent shall consider in good faith Acquiror will reflect on such Tax Return any reasonable comments submitted by Purchaser Seller at least fifteen (15) days, in the case of Income Tax Returns, and five (5) days, in the case of non-Income Tax Returns, days prior to the due date of such Tax Return. Neither Acquiror nor any of its Affiliates will file an amended Tax Return, or agree to any waiver or extension of the statute of limitations relating to Taxes with respect to, the Acquired Assets or the Foxtail Business for a Pre-Closing Separate Tax Return Period or a Straddle Period, in each case, without the prior written consent of Seller (taking into account any applicable extensions). Purchaser shall timely file (taking into account any applicable extensions), or cause such consent not to be timely filedunreasonably withheld, such Pre-Closing Separate Tax Returns as prepared by Seller Parent (and as may be revised by Seller Parent to reflect any comments received from Purchaser pursuant to the immediately preceding sentenceconditioned or delayed), provided that such Tax Return was delivered to Purchaser at least five (5) days, in the case of Income Tax Returns, and three (3) days, in the case of non-Income Tax Returns, prior to the due date for filing such Tax Return (taking into account any applicable extensions). Seller Parent shall timely file, or cause to be timely filed (taking into account any applicable extensions), any Seller Combined Tax Returns and any Pre-Closing Separate Tax Returns that are due prior to the Closing (taking into account any applicable extensions) and pay any Taxes due on any such Tax Return and, at least three (3) days before any Pre-Closing Separate Tax Return that is required to be filed after the Closing is due (taking into account any applicable extensions), shall pay Purchaser (or a Subsidiary of Purchaser designated by Purchaser) the amount of Taxes shown as due thereon to the extent any such Taxes are Seller Indemnified Taxes for which Seller Parent is liable pursuant to this Agreement.

Preparation and Filing of Tax Returns. (ia) Seller Parent shall shall, at Seller’s expense, prepare and timely file (or cause to be prepared and timely filed) (i) all (A) Tax Returns of the Company that include relate solely to taxable periods ending on or before the Closing Date other than Seller Parent Group Returns (the “Pre-Closing Tax Returns”) and (ii) any consolidated, combined or unitary Tax Return that includes Seller or any of its Affiliates (other than the Company) and the Company as members for any Conveyed Subsidiary taxable period that includes any period ending on or any Subsidiary thereof), on prior the one hand, and any Conveyed Subsidiary or Subsidiary thereof, on Closing Date (the other hand (“Seller Combined Tax Group Returns”) ” and (B) Tax Returns of the Conveyed Subsidiaries (and their Subsidiaries) for any collectively with Pre-Closing Tax Period other than any Straddle Period (Returns, the “Pre-Closing Separate Tax Seller Prepared Returns”). All Each Seller Prepared Return, solely to the extent it relates to the Company, shall be prepared in accordance with existing procedures and practices and accounting methods to the extent permitted by the applicable law. To the extent a Pre-Closing Separate Tax Returns shall, where applicable, be prepared in a manner consistent with the past practices of the applicable Conveyed Subsidiary (or Subsidiary thereof), other than as required as a result of the Seller Internal Restructurings and except to the extent that there is not at least a “more likely than not” basis for a position under applicable Law. In the case of any Pre-Closing Separate Tax Return that is required to be filed due after the Closing Date, such Tax Return shall be delivered to Buyer not less than five (taking into account any applicable extensions), Seller Parent shall deliver to Purchaser for its review and comment, at least thirty (305) days, in the case Business Days of Income Tax Returns, and fifteen (15) days, in the case of non-Income Tax Returns, prior to the such due date for Buyer’s review and approval which shall not be unreasonably withheld, delayed or conditioned. Buyer shall notify Seller in writing within three (3) Business Days of the filing receipt of any such Pre-Closing Separate Tax Return (taking into account of any applicable extensions), a draft copy of reasonable objections Buyer may have to any items set forth on such Pre-Closing Separate Tax Return, together and Buyer and Seller agree to consult with any additional information that Purchaser may reasonably request. Purchaser shall have the right each other and attempt to review such Pre-Closing Separate Tax Return and resolve in good faith any such additional information prior objections and to attempt to mutually agree to the filing of such Pre-Closing Separate Tax Return, and Seller Parent shall consider in good faith any reasonable comments submitted Return by Purchaser at least fifteen (15) days, in the case of Income Tax Returns, and five (5) days, in the case of non-Income Tax Returns, Company prior to the due date of such Tax Return (including extensions thereof); provided, however, that for any Pre-Closing Separate Tax Return due after the Closing Date that is an income Tax Return, thirty (taking into account any applicable extensions). Purchaser 30) and ten (10) calendar day periods shall timely file (taking into account any applicable extensions), or cause to be timely filed, such Pre-Closing Separate Tax Returns as prepared by Seller Parent (and as may be revised by Seller Parent to reflect any comments received from Purchaser pursuant to substituted for the immediately preceding sentence), provided that such Tax Return was delivered to Purchaser at least five (5) days, in the case of Income Tax Returns, and three (3) days, Business Day periods provided herein. Notwithstanding anything in the case of non-Income Tax Returns, prior this Agreement to the due date for filing such Tax Return (taking into account contrary, Seller shall not be required to deliver to Buyer any applicable extensions). of the Seller Parent shall timely file, or cause to be timely filed (taking into account any applicable extensions), any Seller Combined Tax Group Returns and any Pre-Closing Separate Tax Returns that are due prior Buyer shall have no right to the Closing (taking into account any applicable extensions) and pay any Taxes due on review, comment or approve any such Tax Return and, at least three (3) days before any Pre-Closing Separate Tax Return that is required to be filed after the Closing is due (taking into account any applicable extensions), shall pay Purchaser (or a Subsidiary of Purchaser designated by Purchaser) the amount of Taxes shown as due thereon to the extent any such Taxes are Seller Indemnified Taxes for which Seller Parent is liable pursuant to this AgreementReturn.

Preparation and Filing of Tax Returns. (ia) Seller Parent shall will prepare and timely file, or cause to be prepared and timely filed, all (A) Tax Returns that include Seller Parent or any of its Affiliates (other than any Conveyed Subsidiary or any Subsidiary thereof), on the one hand, and any Conveyed Subsidiary or Subsidiary thereof, on the other hand (“Seller Combined Tax Returns”) and (B) Tax Returns of the Conveyed Subsidiaries (and their Subsidiaries) for any Pre-Closing Tax Period other than any Straddle Period (“Pre-Closing Separate Tax Returns”). All Pre-Closing Separate Tax Returns shall, where applicable, be prepared in a manner consistent with the past practices of the applicable Conveyed Subsidiary (or Subsidiary thereof), other than as required as a result of the Seller Internal Restructurings and except to the extent that there is not at least a “more likely than not” basis for a position under applicable Law. In the case of any Pre-Closing Separate Tax Return that is required to be filed after by any Acquired Entity or solely in respect of the Closing other Acquired Assets that are (i) required to be filed (taking into account any applicable extensions), Seller Parent shall deliver ) on or before the Closing Date or (ii) required to Purchaser for its review and comment, at least thirty (30) days, in the case of Income Tax Returns, and fifteen (15) days, in the case of non-Income Tax Returns, prior to the due date for the filing of such Pre-Closing Separate Tax Return be filed (taking into account any applicable extensions) after the Closing Date for any Tax period ending on or before the Closing Date. Seller will prepare any Tax Return described in clause (ii) of the immediately preceding sentence on a basis consistent with the past practices with respect to previously filed Tax Returns, except to the extent otherwise required by applicable Law, and will deliver to Acquiror any such Tax Return (other than Transfer Tax documentation, which is addressed in Section 8.06), a draft copy of such Pre-Closing Separate Tax Return, together with any additional information relating thereto that Purchaser Acquiror may reasonably request. Purchaser shall have the right to review such Pre-Closing Separate Tax Return and any such additional information prior to the filing of such Pre-Closing Separate Tax Return, and Seller Parent shall consider in good faith any reasonable comments submitted by Purchaser at least fifteen (15) days, in the case of Income Tax Returns, and five (5) days, in the case of non-Income Tax Returns, prior to the due date of such Pre-Closing Separate Tax Return (taking into account any applicable extensions). Purchaser shall timely file (taking into account any applicable extensions), or cause to be timely filed, such Pre-Closing Separate Tax Returns as prepared by Seller Parent (and as may be revised by Seller Parent to reflect any comments received from Purchaser pursuant to the immediately preceding sentence), provided that such Tax Return was delivered to Purchaser at least five (5) days, in the case of Income Tax Returns, and three (3) days, in the case of non-Income Tax Returns, 30 days prior to the due date for filing such Tax Return (taking into account any applicable extensions). Acquiror will have the right to review any such Tax Return and additional information, if any, prior to the filing of such Tax Return, and Seller Parent shall will consider in good faith any comments submitted by Acquiror at least ten days prior to the due date of such Tax Return before delivering such Tax Return to Acquiror for filing. Acquiror will prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed by the Acquired Entities or solely in respect of the other Acquired Assets for a Straddle Period. Any such Tax Return required to be filed in respect of a Straddle Period will be prepared on a basis consistent with the past practices with respect to previously filed Tax Returns, except to the extent otherwise required by applicable Law. Acquiror will deliver to Seller, at least 30 days prior to the due date for the filing of such Straddle Period Tax Return (taking into account any applicable extensions), a statement setting forth the amount of Tax for which Seller is responsible pursuant to Sections 8.04(a), 8.04(b) and 8.04(c). Acquiror will also deliver a copy of such Tax Return, together with any additional information relating thereto that Seller Combined may reasonably request, and Seller will have the right to review such Straddle Period Tax Returns Return, statement and any Pre-Closing Separate Tax Returns that are due additional information, if any, prior to the filing of such Tax Return, and Acquiror will consider in good faith any comments submitted by Seller at least ten days prior to the due date of such Tax Return before filing such Tax Return. Neither Acquiror nor any of its Affiliates (including any Acquired Entity) will file a Tax Return or agree to any waiver or extension of the statute of limitations relating to Taxes with respect to any Acquired Entity or the other Acquired Assets for a Tax period ending on or before the Closing Date or a Straddle Period, in each case, without the prior written consent of Seller (taking into account any applicable extensions) and pay any Taxes due on such consent not to be unreasonably withheld, conditioned or delayed), provided that this sentence shall not prevent Acquiror from filing any such Tax Return and, at least three (3) days before any Pre-Closing Separate on the due date for filing such Tax Return that is required to be filed after the Closing is due (taking into account any applicable extensions), shall pay Purchaser (or a Subsidiary of Purchaser designated by Purchaser) the amount of Taxes shown as due thereon to the extent any such Taxes are Seller Indemnified Taxes for which Seller Parent is liable pursuant to this Agreement.

Preparation and Filing of Tax Returns. (i) Seller Parent The Buyer and the Purchased Companies shall prepare prepare, or cause to be prepared all (A) Tax Returns that include Seller Parent or any of its Affiliates (other than any Conveyed Subsidiary or any Subsidiary thereof)prepared, on the one hand, and any Conveyed Subsidiary or Subsidiary thereof, on the other hand (“Seller Combined Tax Returns”) and (B) Tax Returns of the Conveyed Subsidiaries (and their Subsidiaries) for any Pre-Closing Tax Period other than any Straddle Period (“Pre-Closing Separate Tax Returns”). All Pre-Closing Separate Tax Returns shall, where applicable, be prepared in a manner consistent with the past practices of Purchased Companies’ or the applicable Conveyed Subsidiary Cenestia Partnerships’ prior Tax Returns (or Subsidiary thereofexcept as otherwise required by law), other than as required as a result of the Seller Internal Restructurings and except to the extent all Tax Returns that there is not at least a “more likely than not” basis for a position under applicable Law. In the case of any Pre-Closing Separate Tax Return that is (i) are required to be filed after by, or with respect to, the Purchased Companies or the Cenestia Partnerships for Tax periods ending on or before the Closing (taking into account any applicable extensions), Seller Parent shall deliver to Purchaser for its review and comment, at least thirty (30) days, in the case of Income Tax ReturnsDate, and fifteen for Tax periods that begin before and end after September 30, 2004 (15the “Straddle Period”) daysand (ii) are not filed as of the Closing Date. The Buyer shall provide each such Tax Return to the Sellers, in the case of non-Income Tax Returns, prior to not later than twenty (20) days before the due date for the filing of such Pre-Closing Separate Tax Return (taking into account any applicable extensions), a draft copy of such Pre-Closing Separate Tax Return, together with any additional information that Purchaser may reasonably request. Purchaser shall have the right to review such Pre-Closing Separate Tax Return and any such additional information prior to the filing of such Pre-Closing Separate Tax Return, and Seller Parent shall consider in good faith any reasonable comments submitted by Purchaser at least fifteen (15) days, in the case of Income Tax Returns, and five (5) days, in the case of non-Income Tax Returns, prior to the due date of such Pre-Closing Separate Tax Return (taking into account any applicable extensions). Purchaser shall timely file (taking into account any applicable extensions), or cause to be timely filed, such Pre-Closing Separate Tax Returns as prepared by Seller Parent (and as may be revised by Seller Parent to reflect any comments received from Purchaser pursuant to the immediately preceding sentence), provided that such Tax Return was delivered to Purchaser at least five (5) days, in the case of Income Tax Returns, and three (3) days, in the case of non-Income Tax Returns, prior to the due date for filing such Tax Return (taking into account any applicable extensions of such due date), for the Sellers’ review and approval. The Sellers’ approval of each such Tax Return shall not be unreasonably withheld. Subject to resolving any dispute with the Sellers, the Buyer shall cause the Purchased Companies and the Cenestia Partnerships to timely file each such Tax Return. Buyer shall cause the Purchased Companies to pay all Taxes due with respect to the period covered by each such Tax Return. The Sellers shall pay to the Buyer (or the Buyer shall pay to the Sellers), as an adjustment to the Purchase Price, the amount by which the Tax attributable to the Pre-Effective Time Tax Period (calculated, in the case of Straddle Periods, in accordance with Section 6.14(c) below) exceeds (or is less than) the accrued liability for Taxes included in determining the Net Working Capital. Any payment by the Sellers to the Buyer (or by the Buyer to the Sellers) under this Section 6.14(a) shall be made no later than the later of (i) the due date (excluding extensions) for filing the original Tax Return, or, in the case of real estate Taxes, the due date (excluding extensions) for payment to the Governmental Entity and (ii) ninety (90) days after the Closing Date (or if such date is not a business day, the first business day thereafter). Seller Parent shall timely file, or cause to be timely filed (taking into account any applicable extensions), any Seller Combined Tax Returns and any Pre-Closing Separate Tax Returns In the event that are due prior to an extension is obtained for the Closing (taking into account any applicable extensions) and pay any Taxes due on filing of any such Tax Return, (i) the payment obligation of the Sellers to the Buyer (or by the Buyer to the Sellers) under this Section 6.14(a) with respect to such Tax Return and, at least three shall be based upon the amount of the estimated payment (3if any) days before any due as of the original due date of such Tax Return and (ii) a payment shall be made by the Sellers to the Buyer (or by the Buyer to the Sellers) in an amount necessary to reflect the difference between the Tax liability attributable to the Pre-Closing Separate Effective Time Tax Period (calculated, in the case of Straddle Periods, in accordance with Section 6.14(c) below) shown as due and payable on the final form of such Tax Return that is and the amount of the estimated payment previously made with respect to such Tax Return. The Buyer shall provide the Sellers with notice of the amount of any payment required to be made by the Sellers to the Buyer (or by the Buyer to the Sellers) pursuant to clause (i) or (ii) of the preceding sentence, no later than the date that such estimated payment is made or such Tax Return is filed after in final form, and any such payment shall be made within five (5) days of such notice. The Buyer and the Closing is due (taking into account Purchased Companies shall not file or cause the Cenestia Partnerships to file any applicable extensionsamended Tax Returns or make any Tax election with respect to Taxes of or relating to any Purchased Company or any Cenestia Partnership for any taxable year that ends on or before or includes September 30, 2004 which would reasonably be likely to result in an indemnity payment pursuant to Section 6.14(b), shall pay Purchaser (or a Subsidiary without the prior written consent of Purchaser designated by Purchaser) the amount of Taxes shown as due thereon to the extent any such Taxes are Seller Indemnified Taxes for which Seller Parent is liable pursuant to this AgreementSellers.

Preparation and Filing of Tax Returns. (i) Seller Parent shall prepare or cause to be prepared all (A) Tax Returns that include Seller Parent or any of its Affiliates (other than any Conveyed Subsidiary or any Subsidiary thereof), on the one hand, and any Conveyed Subsidiary or Subsidiary thereof, on the other hand (“Seller Combined Tax Returns”) and (B) Tax Returns of the Conveyed Subsidiaries (and their Subsidiaries) for any Pre-Closing Tax Period other than any Straddle Period (“Pre-Closing Separate Tax Returns”). All Pre-Closing Separate Tax Returns shall, where applicable, be prepared in a manner consistent with the past practices of the applicable Conveyed Subsidiary (or Subsidiary thereof), other than as required as a result of the Seller Internal Restructurings and except to the extent that there is not at least a “more likely than not” basis for a position under applicable Law. In the case of any Pre-Closing 117 Separate Tax Return that is required to be filed after the Closing (taking into account any applicable extensions), Seller Parent shall deliver to Purchaser for its review and comment, at least thirty (30) days, in the case of Income Tax Returns, and fifteen (15) days, in the case of non-Income Tax Returns, prior to the due date for the filing of such Pre-Closing Separate Tax Return (taking into account any applicable extensions), a draft copy of such Pre-Closing Separate Tax Return, together with any additional information that Purchaser may reasonably request. Purchaser shall have the right to review such Pre-Closing Separate Tax Return and any such additional information prior to the filing of such Pre-Closing Separate Tax Return, and Seller Parent shall consider in good faith any reasonable comments submitted by Purchaser at least fifteen (15) days, in the case of Income Tax Returns, and five (5) days, in the case of non-Income Tax Returns, prior to the due date of such Pre-Closing Separate Tax Return (taking into account any applicable extensions). Purchaser shall timely file (taking into account any applicable extensions), or cause to be timely filed, such Pre-Closing Separate Tax Returns as prepared by Seller Parent (and as may be revised by Seller Parent to reflect any comments received from Purchaser pursuant to the immediately preceding sentence), provided that such Tax Return was delivered to Purchaser at least five (5) days, in the case of Income Tax Returns, and three (3) days, in the case of non-Income Tax Returns, prior to the due date for filing such Tax Return (taking into account any applicable extensions). Seller Parent shall timely file, or cause to be timely filed (taking into account any applicable extensions), any Seller Combined Tax Returns and any Pre-Closing Separate Tax Returns that are due prior to the Closing (taking into account any applicable extensions) and pay any Taxes due on any such Tax Return and, at least three (3) days before any Pre-Closing Separate Tax Return that is required to be filed after the Closing is due (taking into account any applicable extensions), shall pay Purchaser (or a Subsidiary of Purchaser designated by Purchaser) the amount of Taxes shown as due thereon to the extent any such Taxes are Seller Indemnified Taxes for which Seller Parent is liable pursuant to this Agreement.

Preparation and Filing of Tax Returns. (ia) Seller Parent shall prepare (or cause to be prepared prepared) (i) all (A) Tax Returns of Parent and any of its Affiliates (other than the Transferred Entities) and all Tax Returns of any combined, consolidated, affiliated, fiscal, loss sharing, unitary, or other similar Tax Return that include Seller includes Parent or any of its Affiliates (other than any Conveyed Subsidiary or any Subsidiary thereofthe Transferred Entities) and the Transferred Entities (a “Combined Tax Return”), on the one hand, and (ii) any Conveyed Subsidiary or Subsidiary thereof, on the Tax Return (other hand (“Seller than a Combined Tax Returns”Return) and (B) Tax Returns of the Conveyed Subsidiaries (and their Subsidiaries) that is required to be filed by or with respect to any Transferred Entity for any Pre-taxable period that ends on or before the Closing Tax Period other than any Straddle Period Date (a “Pre-Closing Separate Tax ReturnsReturn”). All ) that are due (taking into account any extensions) on or prior to the Closing Date and (iii) any Pre-Closing Separate Tax Return with respect to Taxes that are due (taking into account any extensions) after the Closing Date. Any such Tax Returns shall, where applicable, described in clauses (i) through (iii) hereof shall be prepared in a manner consistent with the most recent past practices practices, elections and methods of the applicable Conveyed Subsidiary Transferred Entities (or Subsidiary thereofParent or its relevant Affiliates, as applicable), other than as required as a result of the Seller Internal Restructurings and except to the extent otherwise required by applicable Law or a change in facts. Parent shall provide Purchaser with the information relating to the Transferred Entities that there is not at least a “more likely than not” basis included in any such Combined Tax Returns and provide Purchaser with any supporting documents reasonably requested by Purchaser for a position under applicable LawPurchaser’s review. In the case of Parent shall timely file or cause to be timely filed any Combined Tax Return and any Pre-Closing Separate Tax Return that is required to be filed after on or before the Closing Date (taking into account any applicable extensions). With respect to all Income Tax Returns and other material Pre-Closing Separate Tax Returns with respect to Taxes that are required to be filed after the Closing Date, Seller (A) Parent shall deliver deliver, or cause to be delivered, to Purchaser for its review and comment, comment all such Tax Returns at least thirty twenty (3020) days, in the case of Income Tax Returns, and fifteen (15) days, in the case of non-Income Tax Returns, prior to the due date for the filing of such Pre-Closing Separate Tax Return (taking into account any applicable extensions), a draft copy of such Pre-Closing Separate Tax Return, together with any additional information that Purchaser may reasonably request. Purchaser shall have the right to review such Pre-Closing Separate Tax Return and any such additional information prior to the filing of such Pre-Closing Separate Tax Return, and Seller Parent shall consider in good faith any reasonable comments submitted by Purchaser at least fifteen (15) days, in the case of Income Tax Returns, and five (5) days, in the case of non-Income Tax Returns, prior to the due date of such Pre-Closing Separate Tax Return (taking into account any applicable extensions). Purchaser shall timely file (taking into account any applicable extensions), or cause to be timely filed, such Pre-Closing Separate Tax Returns as prepared by Seller Parent (and as may be revised by Seller Parent to reflect any comments received from Purchaser pursuant to the immediately preceding sentence), provided that such Tax Return was delivered to Purchaser at least five (5) days, in the case of Income Tax Returns, and three (3) days, in the case of non-Income Tax Returns, calendar days prior to the due date for filing such Tax Return Returns (taking into account any applicable extensions). Seller , (B) Parent shall timely file, or cause in good faith consider revising such Tax Returns to be timely filed reflect any reasonable comments received from Purchaser not later than ten (10) calendar days prior to the due date therefor (taking into account any applicable extensions), any Seller Combined Tax Returns and any Pre-Closing Separate Tax Returns that are due prior to the Closing (taking into account any applicable extensions) and pay any Taxes due on any (C) such Tax Return and, at least three (3) days before any Pre-Closing Separate shall be filed by Purchaser; provided that such Tax Return that is required to shall not be filed after without the Closing is due prior written consent of Parent (taking into account any applicable extensionswhich consent shall not be unreasonably withheld, conditioned or delayed), and which consent shall pay be deemed to have been provided in the event that Purchaser (or a Subsidiary of Purchaser designated files such Tax Return as prepared by Purchaser) the amount of Taxes shown as due thereon to the extent any such Taxes are Seller Indemnified Taxes for which Seller Parent is liable pursuant to this AgreementParent.

Preparation and Filing of Tax Returns. (i) Seller Parent shall prepare or cause to be prepared on a timely basis all (A) Tax Returns that include Seller Parent or any of its Affiliates (other than any Conveyed are required to be filed by the Company and each Company Subsidiary or any Subsidiary thereof), on the one hand, and any Conveyed Subsidiary or Subsidiary thereof, on the other hand (“Seller Combined Tax Returns”) and (B) Tax Returns of the Conveyed Subsidiaries (and their Subsidiaries) for any Pre-taxable period ending on or before the Closing Tax Period other than any Straddle Period Date that are due after the Closing Date (collectively, the “Pre-Closing Separate Tax Returns”). All The Pre-Closing Separate Tax Returns shall, where applicable, shall be prepared in a manner consistent with the past practices practice of the applicable Conveyed Company and each Company Subsidiary (or Subsidiary thereof), other than as in preparing and filing its Tax Returns unless otherwise required as a result of the Seller Internal Restructurings and except to the extent that there is not at least a “more likely than not” basis for a position under applicable by Law. In the case of any Seller shall deliver each Pre-Closing Separate Tax Return that is required to be filed after the Closing (taking into account any applicable extensions), Seller Parent shall deliver to Purchaser for its review and comment, comment at least thirty (30) days, in the case of Income Tax Returns, and fifteen (15) days, in the case of non-Income Tax Returns, calendar days prior to the due date (including valid extensions) for the filing of such Pre-Closing Separate Tax Return (taking into account any applicable extensionsexcept in the case where such 30-calendar day period is not practical, in which case as soon as practical), . Within fifteen (15) calendar days of receiving a draft copy of such Pre-Closing Separate Tax ReturnReturn (except in the case where such 15-calendar day period is not practical, together with any additional information that Purchaser may reasonably request. in which case as soon as practical) Purchaser shall have the right provide its reasonable written comments to review Seller, and if Purchaser does not deliver such written comments to Seller within such 15-calendar day period, Purchaser shall (A) be deemed to accept such Pre-Closing Separate Tax Return in the form delivered by Seller; and any (B) file or cause to be filed such additional information Pre-Closing Tax Return in the form delivered by Seller prior to the due date (including valid extensions) for the filing of such Pre-Closing Separate Tax Return. In the event Purchaser does deliver written comments to Seller within the prescribed 15-day calendar period, (Y) Purchaser and Seller Parent shall consider in good faith attempt to resolve any reasonable comments submitted by Purchaser at least fifteen (15) days, in the case of Income Tax Returns, and five (5) days, in the case of non-Income Tax Returns, prior dispute relating to the due date preparation of such Pre-Closing Separate Tax Return through good faith negotiation subject to the dispute resolution procedures of Section 7.4(e); and (Z) Purchaser shall file or cause to be filed on a timely basis all Pre-Closing Tax Returns prior to their due date (including valid extensions) in the form agreed upon by Purchaser or Seller or, if applicable, subsequent to the resolution of the dispute resolution procedures of Section 7.4(e). In no event shall the failure of Purchaser and Seller to agree on the form of a Pre-Closing Tax Return prevent Purchaser from timely filing any Pre-Closing Tax Return (taking into account including any applicable extensions). Purchaser shall timely file ; provided, however, that in the event that the Independent Accountants have not yet resolved any such Tax Dispute prior to the deadline for filing such Pre-Closing Tax Return (taking into account including any applicable extensions), or cause Purchaser shall be entitled to be timely filed, file such Pre-Closing Separate Tax Returns Return (or amendment) as prepared by Seller Parent (and as may be revised by Seller Parent adjusted to incorporate Purchaser’s reasonable written comments subject to amendment to reflect any comments received from the resolution when rendered by the Independent Accountants. Purchaser pursuant to the immediately preceding sentence), provided that such Tax Return was delivered to Purchaser at least five (5) days, in the case shall provide Seller with a copy of Income Tax Returns, and three (3) days, in the case of non-Income Tax Returns, prior to the due date for filing such Tax Return (taking into account any applicable extensions). Seller Parent shall timely file, or cause to be timely filed (taking into account any applicable extensions), any Seller Combined Tax Returns and any Pre-Closing Separate Tax Returns that are due prior to the Closing (taking into account any applicable extensions) and pay any Taxes due on any such Tax Return and, at least three filed under this Section 7.4(b)(i) not later than ten (310) calendar days before any after such Pre-Closing Separate Tax Return that is required to be filed after the Closing is due (taking into account any applicable extensions), shall pay Purchaser (or a Subsidiary of Purchaser designated by Purchaser) the amount of Taxes shown as due thereon to the extent any such Taxes are Seller Indemnified Taxes for which Seller Parent is liable pursuant to this Agreementfiled.

Preparation and Filing of Tax Returns. (ia) Seller Parent The Sellers’ Representative (A) shall timely prepare and file (or shall cause to be timely prepared and filed) all (A) Tax Returns that include Seller Parent are required to be filed by or any of its Affiliates (other than any Conveyed Subsidiary or any Subsidiary thereof), on the one hand, and any Conveyed Subsidiary or Subsidiary thereof, on the other hand (“Seller Combined Tax Returns”) and (B) Tax Returns behalf of the Conveyed Company and the Company Subsidiaries (and their Subsidiaries) for any Pre-Closing Period that are due (taking into account extensions validly obtained) on or before the Closing Date and (B) shall use best efforts to prepare and file prior to Closing (or to cause to be prepared and filed prior to Closing) the consolidated federal income Tax Period other than Return of the Company and the Company Subsidiaries for the taxable year ending December 26, 2009, and all state income or franchise Tax Returns of the Company and each Company Subsidiary for any Straddle Period taxable year ending during the 2009 calendar year (such Tax Returns described in clause (B), the “Pre-Closing Separate Specified Tax Returns”); provided, however, that clause (B) shall not apply if the Closing Date occurs less than ninety (90) days following the date hereof. All Pre-Closing Separate The Sellers’ Representative shall (i) prepare (or cause to be prepared) such Tax Returns shall, where applicable, be prepared in a manner consistent with the this Agreement and past practices of the applicable Conveyed Subsidiary (or Subsidiary thereof), other than as required as a result of the Seller Internal Restructurings practice and except to the extent so that there is not at least a “more likely than notsubstantial authority” basis for a each material position under applicable Law. In the case of any Pre-Closing Separate reflected on such Specified Tax Return that (or there is required adequate disclosure to be filed after avoid the Closing imposition of accuracy-related penalties) and (taking into account any applicable extensions), Seller Parent shall deliver ii) provide copies of such proposed Tax Returns to Purchaser Buyer for its review and comment, comment at least thirty twenty (3020) days, in the case of Income Tax Returns, and fifteen (15) days, in the case of non-Income Tax Returns, days prior to the due date for the filing of such Pre-Closing Separate Tax Return (taking into account any applicable extensions), a draft copy of such Pre-Closing Separate Tax Return, together with any additional information that Purchaser may reasonably request. Purchaser shall have the right to review such Pre-Closing Separate Tax Return and any such additional information prior to the filing of such Pre-Closing Separate Tax Return, and Seller Parent shall consider in good faith any reasonable comments submitted by Purchaser at least fifteen (15) days, in the case of Income Tax Returns, and five (5) days, in the case of non-Income Tax Returns, prior to the due date of such Pre-Closing Separate Tax Return (taking into account any applicable extensions). Purchaser shall timely file (taking into account any applicable extensions), or cause to be timely filed, such Pre-Closing Separate Tax Returns as prepared by Seller Parent (and as may be revised by Seller Parent to reflect any comments received from Purchaser pursuant to the immediately preceding sentence), provided that such Tax Return was delivered to Purchaser at least five (5) days, in the case of Income Tax Returns, and three (3) days, in the case of non-Income Tax Returns, prior to the due date for filing such Tax Return (taking into account any applicable extensions). Seller Parent shall timely file, or cause to be timely filed (taking into account any applicable extensions), any Seller Combined Tax Returns and any Pre-Closing Separate Tax Returns that are due prior to the Closing (taking into account any applicable including extensions) and pay any Taxes due on of any such Tax Return and, at least three (3) days before any Pre-Closing Separate Returns or the date on which such Specified Tax Return that is Returns are required to be filed after the Closing is due (taking into account any applicable extensions), shall pay Purchaser (or a Subsidiary of Purchaser designated by Purchaser) the amount of Taxes shown as due thereon to the extent any such Taxes are Seller Indemnified Taxes for which Seller Parent is liable pursuant to this Agreement.clause (B) of the preceding sentence (the “Filing Date”). In the event that Buyer reasonably objects to any item or

Preparation and Filing of Tax Returns. (ia) Seller Parent shall prepare and file, or cause to be prepared and filed, all (A) Tax Returns that include Seller Parent required to be filed by or on behalf of the Company or any of its Affiliates (other than any Conveyed Subsidiary or any Subsidiary thereof)Subsidiaries with respect to a Pre-Closing Tax Period, including the consolidated Federal Income Tax Return for the short taxable year that ends on the one handClosing Date. Seller shall timely pay, and or cause to be timely paid, to the relevant Taxing Authority any Conveyed Subsidiary or Subsidiary thereof, on the other hand (“Seller Combined Taxes due with respect to such Tax Returns”) and (B) ; provided, however, that, with respect to such Tax Returns Returns, Buyer shall indemnify Seller for the amount of the Conveyed Subsidiaries (and their Subsidiaries) any Buyer Assumed Taxes. Any Tax Return for any a Pre-Closing Tax Period other than any Straddle Period (“Pre-Closing Separate Tax Returns”). All Pre-Closing Separate Tax Returns shall, where applicable, be prepared in a manner consistent with the past practices of the applicable Conveyed Subsidiary (or Subsidiary thereof), other than as required as a result of the by Seller Internal Restructurings and except to the extent that there is not at least a “more likely than not” basis for a position under applicable Law. In the case of any Pre-Closing Separate Tax Return that is required to be filed by Buyer, the Company or a Subsidiary after the Closing (taking into account any applicable extensions)shall be furnished by Seller to Buyer, Seller Parent shall deliver to Purchaser the Company, or the appropriate Subsidiary, as the case may be, for its review signature and comment, filing at least thirty (30) days, in the case of Income Tax Returns, and fifteen (15) days, in the case of non-Income Tax Returns, prior to the due date for the filing of such Pre-Closing Separate Tax Return (taking into account any applicable extensions), a draft copy of such Pre-Closing Separate Tax Return, together with any additional information that Purchaser may reasonably request. Purchaser shall have the right to review such Pre-Closing Separate Tax Return and any such additional information prior to the filing of such Pre-Closing Separate Tax Return, and Seller Parent shall consider in good faith any reasonable comments submitted by Purchaser at least fifteen (15) days, in the case of Income Tax Returns, and five (5) days, in the case of non-Income Tax Returns, prior to the due date of such Pre-Closing Separate Tax Return (taking into account any applicable extensions). Purchaser shall timely file (taking into account any applicable extensions), or cause to be timely filed, such Pre-Closing Separate Tax Returns as prepared by Seller Parent (and as may be revised by Seller Parent to reflect any comments received from Purchaser pursuant to the immediately preceding sentence), provided that such Tax Return was delivered to Purchaser at least five (5) days, in the case of Income Tax Returns, and three (3) days, in the case of non-Income Tax Returns, days prior to the due date for filing such Tax Return, and Buyer, the Company or the applicable Subsidiary, as the case may be, shall promptly sign and timely file any such Tax Return; provided, however, that neither Buyer, nor the Company or any Subsidiary shall be required to file any material Tax Return (taking into account i) that was not prepared, subject to Section 9.2(e), on a basis consistent with past practice to the extent applicable (any such objection, a “Past Practice Objection”), or (ii) if Buyer reasonably determines that the likelihood of each material position reflected on such Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable extensionsstate, local or non-U.S. law to avoid the imposition of penalties (any such objection, a “Penalty Objection” and such standard, the “Applicable Tax Return Review Standard”). In the event Buyer timely notifies Seller Parent in writing of an objection with respect to a Tax Return for a Pre-Closing Tax Period, the parties shall timely filenegotiate in good faith to resolve the disputed items within the following ten (10) days; provided, or cause further, however, that, in the case of any Tax Return with respect to be timely filed (taking into account any applicable extensions), any Seller Combined Tax Returns and any Pre-Closing Separate Tax Returns that are due prior Period beginning after the date hereof, Seller shall make any revisions to the Closing (taking into account any applicable extensions) and pay any Taxes due on any such Tax Return andthat are reasonably requested by Buyer in writing to the extent such revisions relate solely to Buyer Assumed Taxes. In the case of any Past Practice Objections, at least if the parties are unable to resolve all disputed items within such 10-day period, Seller and Buyer shall jointly appoint KPMG (or, in the case KPMG does not accept such appointment, Deloitte & Touche, or in the case Deloitte & Touche does not accept such appointment, such other independent accounting firm as the parties shall, acting in good faith, mutually agree upon) (the “Accounting Expert”) to resolve all disputed issues as promptly as possible; provided, however, that, if the Accounting Expert is unable to make a determination with respect to any disputed issue within three (3) days before any Pre-Closing Separate prior to the due date (including extensions) for the filing of the applicable Tax Return, then Buyer shall cause such Tax Return that is required to be filed as prepared by Seller (after such Tax Return has been revised to reflect all issues resolved by the parties as of the filing date under this Section 9.2(a)); provided, further, however, that the Accounting Expert shall make a determination, after the Closing is due (taking into account filing of such Tax Return, with respect to any applicable extensions)remaining disputed issues relating to Past Practice Objections, shall pay Purchaser (or a Subsidiary of Purchaser designated by Purchaser) and the amount of Taxes shown for which Seller is responsible shall be as determined by the Accounting Expert. The fees and expenses of the Accounting Expert shall be shared equally between Seller and Buyer. In the case of any Penalty Objection, after ten (10) days of good faith negotiation, Seller shall (y) retain a nationally recognized law or accounting firm to deliver an opinion, in form and substance reasonably satisfactory to Buyer, at least five (5) days prior to the due thereon date (including extensions) for the filing of the applicable Tax Return, to the effect that Seller’s position satisfies the Applicable Tax Return Review Standard, provided, that, upon receipt of such opinion, Buyer shall cause the Company or its Subsidiary, as applicable, to timely file the relevant Tax Return, or (z) revise such Tax Return in a manner that is reasonably satisfactory to Buyer, which shall then cause the Company or its Subsidiary, as applicable, to timely file the relevant Tax Return. The fees and expenses of any law or accounting firm that delivers an opinion with respect to a Penalty Objection shall be shared equally between Seller and Buyer. The parties acknowledge and agree that signing and filing a Tax Return in accordance with this subsection shall not be considered an acknowledgement that such Tax Return was prepared in accordance with past practice. At Seller’s reasonable request and at Seller’s sole expense, Buyer shall file amended Tax Returns for taxable periods that end on or before the Closing Date to claim any refunds to which Seller is entitled pursuant to Section 9.2(c), except to the extent that Buyer determines that the filing of any such Taxes are Seller Indemnified Taxes for which Seller Parent amended Tax Return would reasonably be expected to have an adverse effect on Buyer, any of its Affiliates, the Company or any of its Subsidiaries in a Post-Closing Tax Period that is liable pursuant to this Agreementmaterial.

Preparation and Filing of Tax Returns. (i) The Seller Parent shall prepare Party Representative shall, at the Seller Parties’ cost and expense, (A) prepare, or cause to be prepared all (A) Tax Returns that include Seller Parent or any of its Affiliates (other than any Conveyed Subsidiary or any Subsidiary thereof), on the one hand, and any Conveyed Subsidiary or Subsidiary thereof, on the other hand (“Seller Combined Tax Returns”) and (B) Tax Returns of the Conveyed Subsidiaries (and their Subsidiaries) for any Pre-Closing Tax Period other than any Straddle Period (“Pre-Closing Separate Tax Returns”). All Pre-Closing Separate Tax Returns shall, where applicable, be prepared in a manner consistent with the past practices of the applicable Conveyed Subsidiary (or Subsidiary thereof), other than as required as a result of the Seller Internal Restructurings and except to the extent that there is not at least a “more likely than not” basis for a position under applicable Law. In the case of any Pre-Closing Separate Tax Return that is required to be filed after by or on behalf of the Company. All such Pre-Closing (taking into account any Period Tax Returns shall be prepared and filed in a manner that is consistent with the prior practice of the Company, except as required by applicable extensions), Law. The Seller Parent Party Representative shall deliver or cause to Purchaser be delivered drafts of all such Pre-Closing Period Tax Returns to Buyer for its review and comment, at least thirty (30) days, in the case of Income Tax Returns, and fifteen (15) days, in the case of non-Income Tax Returns, days prior to the due date for of any such Pre-Closing Period Tax Return; provided, however, that such drafts of any such Pre-Closing Period Tax Return shall be subject to Buyer’s review and approval, which shall not be unreasonably withheld, conditioned, or delayed; and (B) pay all Pre-Closing Taxes due and payable in respect of all Pre-Closing Period Tax Returns of the filing Company; provided, however, that if any Pre-Closing Period Tax Return is due after the Closing and is to be filed (or caused to be filed) by Buyer, the Seller Parties shall pay (in immediately available funds) to Buyer the amount of all Pre-Closing Taxes due and payable with respect of such Pre-Closing Separate Period Tax Return (taking into account any applicable extensions), a draft copy determined pursuant to this Section 7.5) no later than three (3) Business Days prior to the earlier of the date such Pre-Closing Separate Tax Return, together with any additional information that Purchaser may reasonably request. Purchaser shall have the right to review such Pre-Closing Separate Period Tax Return and any such additional information prior to the filing of such Pre-Closing Separate Tax Return, and Seller Parent shall consider in good faith any reasonable comments submitted by Purchaser at least fifteen (15) days, in the case of Income Tax Returns, and five (5) days, in the case of non-Income Tax Returns, prior to is filed or the due date of such Pre-Closing Separate Period Tax Return (taking into account any applicable extensions). Purchaser shall timely file (taking into account any applicable extensions), or cause to be timely filed, such Pre-Closing Separate Tax Returns as prepared by Seller Parent (and as may be revised by Seller Parent to reflect any comments received from Purchaser pursuant to the immediately preceding sentence), provided that such Tax Return was delivered to Purchaser at least five (5) days, in the case of Income Tax Returns, and three (3) days, in the case of non-Income Tax Returns, prior to the due date for filing such Tax Return (taking into account any applicable extensions). Seller Parent shall timely file, or cause to be timely filed (taking into account any applicable extensions), any Seller Combined Tax Returns and any Pre-Closing Separate Tax Returns that are due prior to the Closing (taking into account any applicable extensions) and pay any Taxes due on any such Tax Return and, at least three (3) days before any Pre-Closing Separate Tax Return that is required to be filed after the Closing is due (taking into account any applicable extensions), shall pay Purchaser (or a Subsidiary of Purchaser designated by Purchaser) the amount of Taxes shown as due thereon to the extent any such Taxes are Seller Indemnified Taxes for which Seller Parent is liable pursuant to this AgreementReturn.

Preparation and Filing of Tax Returns. (i) The Seller Parent shall prepare Party Representative shall, at the Seller Parties’ cost and expense, prepare, or cause to be prepared all (A) Pre-Closing Period Income Tax Returns that include Seller Parent required to be filed by or any on behalf of its Affiliates (other than any Conveyed Subsidiary or any Subsidiary thereof), on the one hand, and any Conveyed Subsidiary or Subsidiary thereof, on Company after the other hand Closing Date (“Seller Combined Tax Returns”) and (B) Tax Returns of the Conveyed Subsidiaries (and their Subsidiaries) for any Pre-Closing Tax Period other than any Straddle Period (“Pre-Closing Separate Tax Returns”). All Pre-Closing Separate Tax such Seller Returns shall, where applicable, shall be prepared and filed in a manner that is consistent with the past practices prior practice of the applicable Conveyed Subsidiary (or Subsidiary thereof)Company, other than except as required as a result of the Seller Internal Restructurings and except to the extent that there is not at least a “more likely than not” basis for a position under by applicable Law. In the case of any Pre-Closing Separate Tax Return that is required The Seller Party Representative shall deliver or cause to be filed after the Closing (taking into account any applicable extensions), delivered drafts of all such Seller Parent shall deliver Returns to Purchaser Buyer for its review and comment, at least thirty (30) days, in the case of Income Tax Returns, and fifteen (15) days, in the case of non-Income Tax Returns, prior to the due date for the filing of such Pre-Closing Separate Tax Return (taking into account any applicable extensions), a draft copy of such Pre-Closing Separate Tax Return, together with any additional information that Purchaser may reasonably request. Purchaser shall have the right to review such Pre-Closing Separate Tax Return and any such additional information prior to the filing of such Pre-Closing Separate Tax Return, and Seller Parent shall consider in good faith any reasonable comments submitted by Purchaser at least fifteen (15) days, in the case of Income Tax Returns, and five (5) days, in the case of non-Income Tax Returns, days prior to the due date of any such Pre-Closing Separate Tax Seller Return; provided, however, that such drafts of any such Seller Return shall be subject to Buyer’s review and approval, which shall not be unreasonably withheld, conditioned, or delayed. If Buyer disputes any item on such Seller Return, it shall notify the Seller Party Representative (taking into account any applicable extensions). Purchaser shall timely file by written notice within fifteen (taking into account any applicable extensions15) days of receipt of such draft of such Seller Return) of such disputed item (or items), or cause to the basis for its objection, and the proposed revisions, and any dispute shall be timely filed, such Pre-Closing Separate Tax Returns as prepared by Seller Parent resolved (and as may be revised by such Seller Parent to reflect any comments received from Purchaser Return filed) pursuant to the immediately preceding sentence), provided that such Tax Return was delivered to Purchaser at least five (5) days, in the case provisions of Income Tax Returns, and three (3) days, in the case of non-Income Tax Returns, prior to the due date for filing such Tax Return (taking into account any applicable extensionsSection 7.6(b)(iii). Seller Parent shall timely fileIf Buyer does not object by written notice within such period, or cause to be timely filed (taking into account any applicable extensions), any Seller Combined Tax Returns and any Pre-Closing Separate Tax Returns that are due prior to the Closing (taking into account any applicable extensions) and pay any Taxes due on any such Tax Return and, at least three (3) days before any Pre-Closing Separate Tax Return that is required to be filed after the Closing is due (taking into account any applicable extensions), shall pay Purchaser (or a Subsidiary of Purchaser designated by Purchaser) the amount of Taxes shown as to be due thereon and payable on such Seller Return shall be deemed to be accepted and agreed upon, and final and conclusive, for purposes of this Section 7.6(b)(i). The Seller Parties shall pay all Pre-Closing Taxes due and payable in respect of all Seller Returns; provided, however, that if any Seller Return is due after the extent any Closing and is to be filed (or caused to be filed) by Buyer, the Seller Parties shall pay (in immediately available funds) to Buyer the amount of all Pre-Closing Taxes due and payable with respect of such Taxes are Seller Indemnified Taxes for which Seller Parent is liable Return (determined pursuant to this AgreementSection 7.6) no later than three (3) Business Days prior to the earlier of the date such Seller Return is filed or the due date of such Seller Return.

Preparation and Filing of Tax Returns. (ia) Seller Parent Diageo shall prepare file or cause to be prepared all filed (Ai) Tax Returns any combined, consolidated or unitary Return that include Seller Parent includes Diageo, the Pillsbury Stockholder or any of its Affiliates (other than any Conveyed Subsidiary or any Subsidiary thereof), on the one hand, and any Conveyed Subsidiary or Subsidiary thereof, on the other hand (“Seller Combined Tax Returns”) Continuing Affiliate and (Bii) Tax Returns any other Return of any of the Conveyed Subsidiaries (and their Subsidiaries) Business Entities for any Pre-taxable period that ends on or before the Closing Tax Period other than any Straddle Period (“Pre-Closing Separate Tax Returns”)Date. All Pre-Closing Separate Tax such Returns shall, where applicable, shall be prepared filed in a manner consistent with past practice, shall not include any change in any method of accounting and shall not include any Tax election that is inconsistent with past practice (except for the past practices 338 Elections). Diageo shall, reasonably promptly after the filing of the applicable Conveyed Subsidiary a Return described in clause (i) or (ii) above, provide General Xxxxx a copy of such Return (or Subsidiary thereof), other than as required as a result copy of the Seller Internal Restructurings and except to the extent that there is not at least a “more likely than not” basis for a position under applicable Law. In the case of any Pre-Closing Separate Tax pro forma separate Return that is required to be filed after the Closing (taking into account any applicable extensions), Seller Parent shall deliver to Purchaser for its review and comment, at least thirty (30) days, in the case of Income Tax Returnsa Return described in clause (i)). Diageo shall remit to the relevant Taxing Authority all Taxes shown by such Returns to be due. General Xxxxx shall cause the Business Entities to furnish information to Diageo in connection with any such Return, and fifteen (15) daysat Diageo's expense, in accordance with the case past procedures, customs and practices of non-Income Tax ReturnsDiageo. (b) Except to the extent set forth in Section 7.7(a), General Xxxxx shall file or cause to be filed all Returns of, or that include, any of the Business Entities. (c) With respect to any Return of any of the Business Entities for a taxable period that, with respect to such Business Entity, begins on or before and ends after the Closing Date (such a Return, a "STRADDLE PERIOD RETURN" and such a taxable period, a "STRADDLE PERIOD"), General Xxxxx shall deliver a copy of such Return to Diageo at least 40 Business Days prior to the due date for (giving effect to any extension thereof), accompanied by an allocation between the filing of such Pre-Closing Separate Tax Period and the Post-Closing Period of the Taxes shown to be due on such Return. Such Return (taking into account any applicable extensions)and allocation shall be final and binding on Diageo, a draft copy unless, within 10 Business Days after the date of receipt by Diageo of such Pre-Closing Separate Tax Return, together with any additional information that Purchaser may reasonably request. Purchaser shall have the right to review such Pre-Closing Separate Tax Return and any allocation, Diageo delivers to General Xxxxx a written request for changes to such additional information prior to the filing of Return or allocation. If Diageo delivers such Pre-Closing Separate Tax Returna request, then General A-47 <PAGE> Xxxxx and Seller Parent Diageo shall consider undertake in good faith any reasonable comments submitted by Purchaser at least fifteen (15) days, to resolve the issues raised in the case of Income Tax Returns, and five (5) days, in the case of non-Income Tax Returns, such request prior to the due date (including any extension thereof) for filing such Return. If General Xxxxx and Diageo are unable to resolve any issue within 10 Business Days from the date of such Prereceipt by General Xxxxx of the request for changes, then Diageo and General Xxxxx jointly shall engage the Neutral Auditors to determine the correct treatment of the item or items in dispute. Each of Diageo and General Xxxxx shall bear and pay one-Closing Separate Tax Return half of the fees and other costs charged by the Neutral Auditors. The determination of the Neutral Auditors shall be final and binding on the parties hereto. (taking into account any applicable extensions). Purchaser shall timely file (taking into account any applicable extensions), or cause to be timely filed, such Pre-Closing Separate Tax Returns as prepared by Seller Parent (and as may be revised by Seller Parent to reflect any comments received from Purchaser pursuant to the immediately preceding sentence), provided that such Tax Return was delivered to Purchaser at least five (5d) days, in In the case of Income Tax Returnseach Straddle Period Return, and three (3) days, in the case of non-Income Tax Returns, prior to not later than two Business Days before the due date (including any extension thereof) for filing payment of Taxes with respect to such Tax Return (taking into account any applicable extensions). Seller Parent shall timely fileReturn, or cause to be timely filed (taking into account any applicable extensions), any Seller Combined Tax Returns and any Pre-Closing Separate Tax Returns that are due prior to the Closing (taking into account any applicable extensions) and pay any Taxes due on any such Tax Return and, at least three (3) days before any Pre-Closing Separate Tax Return that is required to be filed after the Closing is due (taking into account any applicable extensions), Diageo shall pay Purchaser (to General Xxxxx or a Subsidiary the relevant Business Entity the portion of Purchaser designated by Purchaser) the amount of Taxes shown as due thereon to the extent any in connection with such Taxes are Seller Indemnified Taxes Return for which Seller Parent Diageo is liable responsible pursuant to this AgreementSection 7.3. Section 7.8.

Preparation and Filing of Tax Returns. (i) Seller Parent shall prepare and timely file, or cause to be prepared and timely filed, all (A) Tax Returns that include Seller Parent or any of its Affiliates (other than any Conveyed Subsidiary or any Subsidiary thereof), on the one hand, and any Conveyed Subsidiary or Subsidiary thereof, on the other hand (“Seller Combined Tax Returns”) and (Bi) Tax Returns of the Conveyed Subsidiaries (and their Subsidiaries) required to be filed for any Pre-Closing Tax Period that is not part of a Straddle Period, (ii) Consolidated Tax Returns of Seller Parent or any of its Subsidiaries (other than any Straddle Period (“Pre-Closing Separate Tax Returns”). All Pre-Closing Separate Tax Returns shall, where applicable, be prepared in the Conveyed Subsidiaries and their Subsidiaries) that include a manner consistent with the past practices of the applicable Conveyed Subsidiary (or a Subsidiary thereof)) required to be filed for any Pre-Closing Tax Period, or (iii) Tax Returns of Seller Parent or any of its Subsidiaries (other than as the Conveyed Subsidiaries and their Subsidiaries) that include or reflect the Purchased Assets required as a result to be filed for any Pre-Closing Tax Period, in the case of the Seller Internal Restructurings and Tax Returns described in clause (i) or (ii) on a basis consistent with past practice of the applicable taxpayer, except to the extent that there is not at least a “more likely than not” basis for a position under otherwise required by applicable Law. In the case of any Pre-Closing Separate Tax Return that is described in the immediately preceding sentence and is required to be filed after the Closing by a Conveyed Subsidiary (or a Subsidiary thereof), Purchaser shall timely file, or cause to be timely filed, such Tax Return as prepared by Seller Parent, provided, that such Tax Return was delivered to Purchaser at least twenty (20) Business Days prior to the due date for filing such Tax Return, or five (5) Business Days in the case of a non-Income Tax Return (in each case taking into account any applicable extensions), together with any supporting information that Purchaser reasonably requests in accordance with the provisions of Section 6.1, for Purchaser’s review and comment. If Purchaser disputes any item on such Tax Return that (A) in the reasonable judgment of Purchaser, is not supportable under applicable Law or (B) could increase the Tax liability of, or reduce any Tax benefit available to, Purchaser or its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) for any Post-Closing Tax Period, then Purchaser shall notify Seller Parent of such disputed item (or items) and the basis for the objection. Purchaser and Seller Parent shall act in good faith to resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed. If Purchaser and Seller Parent cannot resolve any such disputed item, then the item in question shall be resolved by the Independent Accountant, the fees of which shall be shared based on the principles of Section 2.10(d). If such dispute process is not completed by the due date for the applicable Tax Return (taking into account applicable extensions), such Tax return shall be filed with only such revisions as have been agreed to by Seller Parent; provided, however, that following the resolution of any dispute, Seller Parent and Purchaser shall make any necessary amendments to such Tax Return. Purchaser shall prepare and timely file, or cause to be prepared and timely filed, all other Tax Returns required to be filed by Purchaser or its Subsidiaries after the Closing, including those in respect of the Conveyed Subsidiaries (and their Subsidiaries), the Purchased Assets or the Business. With respect to any Tax Return required to be filed by Purchaser for a Tax period that includes (but does not end on) the Closing Date (a “Straddle Period”), Purchaser shall deliver to Purchaser Seller Parent for its review and commentapproval, at least thirty twenty (3020) days, in the case of Income Tax Returns, and fifteen (15) days, in the case of non-Income Tax Returns, Business Days prior to the due date for the filing of such PreTax Return, or five (5) Business Days in the case of a non-Closing Separate Income Tax Return (in each case taking into account any applicable extensions), a draft statement setting forth the amount of Tax for which Seller Parent is responsible pursuant to Sections 6.6(e)(i) and 6.6(e)(iii) and a copy of such Pre-Closing Separate Tax Return, together with any additional information that Purchaser may Seller Parent reasonably requestrequests, for Seller Parent’s review and comment. Purchaser shall have reflect on the right to review such Prefiled Tax Return any reasonable comment regarding any pre-Closing Separate item on such Tax Return and any such additional information prior to the filing of such Pre-Closing Separate Tax Return, and submitted by Seller Parent shall consider in good faith any reasonable comments submitted by Purchaser at least fifteen ten (1510) days, in the case of Income Tax Returns, and five (5) days, in the case of non-Income Tax Returns, Business Days prior to the due date of such PreTax Return or three (3) Business Days in the case of a non-Closing Separate Income Tax Return. If Purchaser disputes such comment or Seller Parent disputes any other item on such Tax Return, then the disputing Party shall notify the other Party of such disputed item (or items) and the basis for the objection. Purchaser and Seller Parent shall act in good faith to resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed. If Purchaser and Seller Parent cannot resolve any disputed item, then the item in question shall be resolved by the Independent Accountant, the fees of which shall be shared based on principles of Section 2.10(d). If such dispute process is not completed by the due date for the applicable Tax Return (taking into account any applicable extensions). Purchaser shall timely file (taking into account any applicable extensions), or cause to be timely filed, such Pre-Closing Separate Tax Returns as prepared by Seller Parent (and as may be revised by Seller Parent to reflect any comments received from Purchaser pursuant to the immediately preceding sentence), provided that such Tax Return was delivered to shall be filed by Purchaser at least five (5) days, in the case of Income Tax Returns, and three (3) days, in the case of non-Income Tax Returns, prior with Seller Parent’s comments to the due date for filing pre-Closing items and such other revisions as have been agreed with Seller Parent; provided, however, that following the resolution of any dispute Purchaser shall make any necessary amendments to such Tax Return (taking into account any applicable extensions)Return. Seller Parent shall timely file, or cause to be timely filed (taking into account any applicable extensions), any Seller Combined Tax Returns and any Pre-Closing Separate Tax Returns that are due prior to the Closing (taking into account any applicable extensions) and pay any Taxes due on any such Any Tax Return and, at least three (3) days before any Pre-Closing Separate Tax Return that is required to be filed after the Closing is due (taking into account any applicable extensions), shall pay Purchaser of a Conveyed Subsidiary (or a Subsidiary of Purchaser designated by Purchaserthereof) the amount of Taxes shown as due thereon for a Straddle Period shall, to the extent permitted by applicable Law, be filed on the basis that the relevant Tax period ended as of the close of business on the Closing Date. Except as required by applicable Law, neither Purchaser nor any of its Affiliates (including any Conveyed Subsidiary and Subsidiaries thereof) shall file an amended Tax Return, or agree to any waiver or extension of the statute of limitations, relating to Taxes with respect to any Conveyed Subsidiary (and Subsidiaries thereof), the Purchased Assets or the Business for a Pre-Closing Tax Period without the prior written consent of Seller Parent. Notwithstanding anything herein to the contrary, the Party that is legally required to file any Tax Return or other document with respect to Transfer Taxes shall timely file such Taxes are Seller Indemnified Taxes for which Seller Parent is liable pursuant to this AgreementTax Return or document, including timely complying with state bulk sale notification requirements or other similar notification requirements, such as obtaining Tax clearance certificates (and the other Party shall cooperate with respect thereto).

Preparation and Filing of Tax Returns. (a) Seller shall timely prepare and file or shall cause to be timely prepared and filed (taking into account applicable extensions) (i) Seller Parent shall prepare or cause to be prepared all (A) Tax Returns that include Seller Parent or any of its Affiliates (other than any Conveyed Subsidiary or any Subsidiary thereof), on the one hand, and any Conveyed Subsidiary or Subsidiary thereof, on the other hand (“Seller Combined Tax Returns”) Return and (Bii) any Tax Returns Return of the Conveyed Subsidiaries (and their Subsidiaries) any Purchased Company for any Pre-Closing Period that is due (taking into account applicable extensions) prior to the Closing Date. Such Tax Period Returns (to the extent related to the Business or Purchased Assets) shall be prepared consistent with past practice of the Business or the applicable predecessor of the Purchased Companies, except as otherwise required by applicable Law (or as a result of any change in applicable Law). Purchaser shall timely prepare and file or shall cause to be timely prepared and filed any Tax Return of any Purchased Company (other than any Straddle Period (“Combined Tax Return) for Pre-Closing Separate Period (including any Straddle Period) that is due (taking into account applicable extensions) after the Closing Date (“Purchased Company Tax Returns”). All Pre-Closing Separate Such Purchased Company Tax Returns shall, where applicable, shall be prepared in a manner consistent with the past practices practice of the Business or applicable Conveyed Subsidiary (or Subsidiary thereof), other than as required as a result predecessor of the Seller Internal Restructurings and except Purchased Companies (to the extent that there is not such past practices are known to the Purchaser prior to the Closing or otherwise at least a “more likely than not” basis for or greater level of confidence), except as otherwise required by applicable Law (or as a position under result of any change in applicable Law). In the case of any Pre-Closing Separate Tax Return that is required to be filed after the Closing (taking into account any applicable extensions), Seller Parent shall deliver to Purchaser for its review and comment, at At least thirty (30) days, in the case of Income Tax Returns, and fifteen (15) days, in the case of non-Income Tax Returns, days prior to the due date for the filing of on which any such Pre-Closing Separate Purchased Company Tax Return (taking into account any applicable extensions), a draft copy of such Pre-Closing Separate Tax Return, together with any additional information that Purchaser may reasonably request. Purchaser shall have the right to review such Pre-Closing Separate Tax Return and any such additional information prior to the filing of such Pre-Closing Separate Tax Return, and Seller Parent shall consider in good faith any reasonable comments submitted by Purchaser at least fifteen (15) days, in the case of Income Tax Returns, and five (5) days, in the case of non-Income Tax Returns, prior to the due date of such Pre-Closing Separate Tax Return (taking into account any applicable extensions). Purchaser shall timely file (taking into account any applicable extensions), or cause is required to be timely filed, such Pre-Closing Separate Tax Returns as prepared by Seller Parent (and as may be revised by Seller Parent to reflect any comments received from Purchaser pursuant to the immediately preceding sentence), provided that such Tax Return was delivered to Purchaser at least five (5) days, in the case of Income Tax Returns, and three (3) days, in the case of non-Income Tax Returns, prior to the due date for filing such Tax Return (taking into account any applicable extensions). Seller Parent shall timely file, or cause to be timely filed (taking into account any applicable extensions), the applicable Purchased Company or Purchaser (as applicable) shall submit such Purchased Company Tax Return to Seller for Seller’s review, comment and consent, such consent not to be unreasonably withheld, conditioned or delayed. Seller shall provide written notice to Purchaser of its disagreement with any Seller Combined items in such Purchased Company Tax Returns within fifteen (15) days of its receipt of such Tax Returns, and if Seller fails to provide such notice within fifteen (15) days of its receipt thereof, such Purchaser Tax Return shall become final and binding upon the Parties hereto. Seller and Purchaser shall cooperate in good faith to resolve any Presuch disagreement. If the Parties fail to resolve their differences over the disputed items within fifteen (15) days following the receipt of the Seller’s notice the Purchased Company Tax Return shall be filed as requested by Purchaser (but, for avoidance of doubt, reflecting any agreed-Closing Separate Tax Returns upon comments), and Seller and Purchaser shall forthwith jointly request that are due prior the Independent Accounting Firm make a determination as to the Closing disputed items in accordance with this Agreement, which determination shall be binding on the Parties and the applicable Purchased Company or Purchaser (taking into account as applicable) shall file any applicable extensions) and pay any Taxes due on any such amended Tax Return and, at least three (3) days before any Pre-Closing Separate Tax Return that is required as needed to be filed after the Closing is due (taking into account any applicable extensions), shall pay Purchaser (or a Subsidiary of Purchaser designated by Purchaser) the amount of Taxes shown as due thereon conform to the extent any such Taxes are Seller Indemnified Taxes for which Seller Parent is liable pursuant to this Agreement.Independent Accounting Firm’s final determination. The fees and expenses of the Independent Accounting Firm shall be borne fifty percent (50%) by Purchaser and fifty percent (50%) by Seller. EXHIBIT 2.1