Common use of Responsibility for Filing Tax Returns Clause in Contracts

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which are required to be filed (taking into account any extensions of time to file) after the Closing Date, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) shall be prepared in a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i).

Responsibility for Filing Tax Returns. (ia) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller EME shall prepare and file, or shall cause to be prepared and shall timely file or cause to be filed filed, all (A) Tax Returns in respect of Company and its Subsidiaries the Controlled Acquired Companies that (other than Combined Tax Returnsi) which are required to be filed (taking into account any extensions of time to file) on or prior before the Closing Date or (ii) are required to be filed after the Closing Date and (BA) income and franchise (in lieu of income) are Consolidated Tax Returns of Company EME or its Affiliates (but excluding, for the avoidance of doubt, any Income Tax Return of a consolidated or multiple entry consolidated group for Australian Tax purposes for periods after the Closing Date), or (B) are with respect to Income Taxes and its Subsidiaries (other than Combined are required to be filed on a separate Tax Returns) Return basis for any taxable period ending on or before the Closing Date. Any such Tax Returns that include taxable periods ending on or before the Closing Date which are (including any associated claims, elections or other notices or filings) shall be on a basis consistent with the last filed such Tax Return, except as otherwise required by Law; provided, any new claims, elections or other notices or filings made available as a result of a change in Law may be made so long as they do not have the effect of increasing a Controlled Acquired Company's liability for Taxes in a post-Closing period. EME shall provide a copy of any Tax Return described in clause (ii)(B) of the first sentence of this Section 7.1(a), and any Income Tax Return of a consolidated or multiple entry consolidated group for Australian Tax purposes that is to be filed (taking into account any extensions by EME pursuant to the first sentence of time to filethis Section 7.1(a) after the Closing Datedate hereof, to the Purchaser Parties at least twenty (20) Business Days in advance of the due date for filing such return, and the Purchaser Parties shall pay be entitled to make comments regarding such return which EME is not required to adopt. If EME determines that any of the Controlled Acquired Companies is entitled to file or make a formal or informal claim for refund or file an amended Tax Return providing for a refund with respect to a period for which it is obligated to prepare or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to prepared the original such Tax Returns described Return pursuant to this Section 7.1(a), EME shall be entitled to file or make such claim or amended Tax Return on behalf of such Controlled Acquired Company and will be entitled to control and make all decisions and take all actions in this sentenceits sole discretion in connection with the prosecution of such refund claims; provided, however, that Acquiror EME shall promptly reimburse Seller for inform the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) shall be prepared in a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror Purchaser Parties at least twenty (20) days Business Days before the due date thereof. Seller shall permit Acquiror to review and comment on each filing any such refund claim or amended Tax Return prior and thereafter shall promptly inform the Purchaser Parties of developments relating to filingsuch claim or Tax Return; and provided further, which comments Seller that EME shall consider not take any action pursuant to this sentence that shall result in good faith. If applicable, Acquiror and any material Tax liability for any Controlled Acquired Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i)a period after the Closing Date.

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that Sellers shall include the income and operations of Company and its Subsidiaries shall be included the US Companies in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries the US Companies ending on or prior to the Closing Date, and Seller Sellers or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Sellers shall deliver a copy of separate pro forma returns with respect to the income and operations of the US Companies that were included in (x) the U.S. federal Combined Tax Return for the period ending December 31, 2011 and (y) the U.S. federal Combined Tax Return for the Tax period of the U.S Companies ending on the Closing Date, in each case, to Acquiror shall have no rights to prepare, review or comment on any at least twenty (20) days before the due date of such Combined Tax Returns Return for Acquiror’s review and comment. Sellers shall consider in which Company and its Subsidiaries good faith any comments to such separate pro forma returns that are includedprovided by Acquiror within five (5) days of the due date of the related Combined Tax Return. Seller Sellers shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) Tax Returns of Company and its Subsidiaries the Companies (other than Combined Tax Returns) which that are required to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) and corporation Tax Returns of Company and its Subsidiaries the Companies (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which that are required to be filed (taking into account any extensions of time to file) after the Closing Date, and shall timely pay or cause to be timely paid any and all Taxes due (taking into account any extensions of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”this Section 7.2(c)(i) shall be prepared in a manner consistent with prior practice of Company and its Subsidiaries the Companies unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller Sellers shall deliver all such Pre-Closing Tax Returns (other than, for the avoidance of doubt, than Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller Sellers shall permit Acquiror to review and comment on each such Tax Return (other than Combined Tax Returns) prior to filing, which comments Seller filing and shall consider in good faithmake such revisions to such Tax Returns as are reasonably requested by Acquiror. If applicable, Acquiror and any Company or any of its Subsidiaries shall be responsible for signing and timely promptly filing any Tax Returns described in this Section 7.4(c)(i7.2(c)(i) (other than Combined Returns). In the event of a dispute between the Parties with respect to any item on any Tax Return described in this Section 7.2(c)(i), the Parties shall act in good faith to resolve any such dispute prior to the date on which such Tax Return is required to be filed. Acquiror agrees to file or cause to be filed all permitted extensions of time to file such Tax Returns that would be properly filed or caused to be filed by Acquiror as shall be reasonably required to allow any such dispute to be resolved. If the Parties hereto cannot resolve any disputed item, the item or items in question shall be resolved in a manner similar to that set forth in Section 2.6(e); provided, however, that (x) Sellers and Acquiror shall designate a mutually acceptable, independent tax services firm to serve as the Auditor for purposes of resolving any such dispute and (y) such disputes shall not prevent the timely filing of any Tax Return described in this Section 7.2(c)(i).

Responsibility for Filing Tax Returns. Sellers shall (i) The Parties acknowledge that include the income of the Targets (including any deferred items triggered into income by Treasury Regulation Section 1.1502-13 and operations of Company and its Subsidiaries shall be included in any excess loss account taken into income under Treasury Regulation Section 1.1502-19) on the consolidated, unitary or combined consolidated federal Income Tax Returns of Sellers and on the Xxxxxxx US Affiliated Group (each a “Combined appropriate combined or consolidated state Income Tax Return” and collectively returns for all periods through the “Combined Tax Returns”) for Tax periods end of Company and its Subsidiaries ending on or prior to the Closing DateDate and pay any Income Taxes attributable to such income, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared and shall (ii) timely file or cause to be timely filed when due all (A) other Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) which that are required to be filed (taking into account by or with respect to any extensions of time to file) on the Targets for taxable years or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which are required to be filed (taking into account and pay any extensions of time to file) after the Closing Date, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions in respect of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined . Such Tax Returns, “Pre-Closing Tax Returns”) Returns shall be prepared and filed in a manner consistent with prior practice of Company custom and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is practice, except as required by any change in applicable Law. Seller Buyer shall deliver cause the Targets to furnish Tax information to Sellers for inclusion in the Targets’ Tax Returns for the period that includes the Closing Date in accordance with the Targets’ past custom and practice. Buyer shall cause the Targets to file all other Tax Returns for all periods other than periods ending on or before the Closing Date, and to pay any Taxes due in respect of such periods. Without the prior written consent of Sellers, such consent not to be unreasonably withheld, Buyer shall not, and shall not permit any of its Affiliates or the Targets to, amend any Tax Returns or make or change any Tax election or accounting methods, in each case with respect to any Target relating to a Pre-Closing Tax Returns Period or a Straddle Period, except to the extent required by applicable Tax Law. Upon a determination by Buyer or any such Affiliate or Target that such amendment or making or changing of any Tax elections or accounting methods is so required, Buyer shall promptly notify Sellers of such determination. Sellers or Buyer shall reimburse the other Party the Taxes for which Sellers or Buyer is liable pursuant to Section 9(a) but which are remitted in respect of any Tax Return to be filed by the other Party pursuant to this Section 9(c) upon the written request of the Party entitled to reimbursement setting forth in detail the computation of the amount owed by Sellers or Buyer, as the case may be, but in no event earlier than thirty (other than, 30) days prior to the due date for paying such Taxes. For the avoidance of doubt, Combined Tax Returns) such reimbursement obligations shall not be subject to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment limitations on each such Tax Return prior to filing, which comments Seller shall consider indemnification set forth in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i)8.

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that Following the income and operations of Company and its Subsidiaries shall be included in Closing, the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared and filed all Prior Period Returns. The Tax year of the Company shall timely terminate for federal Income Tax purposes on the end of the Closing Date under Treasury Regulations Section 1.338(h)(10)-1(d), with items of income, gain, loss and deduction allocated in accordance with the provisions of Treasury Regulations under Section 338 of the Code. If, on the Closing Date, a transaction occurs outside the ordinary course of business of the Company that is properly allocable to the portion of the Closing Date after the Closing, the Buyer and the Seller agree to treat the transaction for federal Income Tax purposes as occurring at the beginning of the day following the Closing Date in accordance with the principles of Treasury Regulations Section 1.338-1(d). To the extent permitted by law, the Buyer and the Seller further agree to elect with the relevant Governmental Entity to treat the Closing Date as the last day of a taxable period of the Company for all other Tax purposes. The Prior Period Returns shall be prepared, where relevant, in a manner consistent with the Seller’s past practices except as otherwise required by law. The Seller shall pay all Taxes related to such Prior Period Returns to the extent such Taxes were not taken into account in the Financial Statements or in determining Net Working Capital. The Buyer shall make available to the Seller (and to the Seller’s accountants and attorneys) its personnel and any and all books and records and other documents and information in its possession or control relating to the Company reasonably requested by the Seller to prepare the Prior Period Returns. The Seller has disclosed to the Buyer pending amendments of Tax Returns related to Prior Period Returns. With the exception of these amendments, the Seller shall not file or cause to be filed all any amended Tax Return related to a Prior Period Return that will affect the Tax liability of the Buyer or the Company in a Post-Closing Period without the prior written consent of the Buyer, which consent may not be unreasonably withheld or delayed. The Seller shall include the income (Aor loss) Tax Returns of the Company and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which are required to be filed (taking into account any extensions of time to file) after the Closing Date, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected not taken into account in the calculation of Financial Statements or in determining Net Working Capital. All ) on the Seller’s consolidated federal income Tax Returns described in for all periods through the preceding sentence (end of the Closing Date and pay any federal Income Taxes attributable to such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) shall be prepared in a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i)income.

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller Buyer shall prepare and file or cause to be prepared and filed all Tax Returns for each Company and each New Holding Company (other than Tax Returns of each Company relating to Income Taxes (“Income Tax Returns”) for taxable periods ending on or before the Closing Date) that are filed after the Closing Date. Any such Tax Return described in the preceding sentence or in Section 7.06(c)(ii) for any Pre-Closing Tax Period or Straddle Period shall be prepared, and all elections with respect to such Tax Returns shall be made, in a manner consistent with prior practice (in the case of either Company) except as otherwise required by applicable Law, and consistent with applicable Law and the intended Tax treatment set forth in Section 7.06(e). Buyer shall provide Sellers’ Representative with completed drafts of such Tax Returns for Sellers’ Representative’s review and comment at least thirty (30) days prior to the due date for filing thereof, and shall consider in good faith such revisions to such Tax Returns as are reasonably requested by Sellers’ Representative. Buyer and Sellers’ Representative shall cooperate in good faith to resolve any dispute concerning such revisions to such Tax Returns as are reasonably requested by Sellers’ Representative. Buyer shall make available to Sellers’ Representative or his agents such books and records as may be necessary or helpful in preparing or reviewing such Tax Returns. Sellers’ Representative shall timely file or cause to be timely filed all (A) Income Tax Returns of the Company and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) New Holding Companies for Tax all periods ending on or before the Closing Date which are required Date, when due (considering all extensions properly obtained), and Sellers shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed (taking into account any extensions of time by Sellers pursuant to file) after the preceding sentence that relate to the 2019 taxable year or periods ending on or before the Closing Date, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) shall be prepared filed in a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined to and no position shall be incorrect by the applicable Governmental Authority taken, election made or a contrary treatment method adopted that is required by applicable Law. Seller shall deliver all inconsistent with positions taken, elections made or methods used in prior periods in filing such Pre-Closing Tax Returns (other thanincluding any such position, election or method which would have the effect of accelerating deductions to periods for the avoidance of doubt, Combined which Sellers are liable or deferring income to periods for which Buyer is liable) and such Tax Returns) Returns shall be submitted to Acquiror at least twenty Buyer prior to filing (20and no later than thirty (30) days before prior to the due date thereof. Seller shall permit Acquiror to review and comment on each for filing such Tax Return prior to filing, which comments Seller Returns). Sellers Representative shall consider in good faithfaith such revisions to such Tax Returns as are reasonably requested by Buyer. If applicable, Acquiror All bonuses paid to employees for services prior to the Closing Date and Company or any of its Subsidiaries reflected in the Net Working Capital calculation shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i)attributable to the pre-Closing period even if processed by payroll after the Closing Date.

Responsibility for Filing Tax Returns. Seller Parent shall prepare or cause to be prepared (iand the Companies shall timely file or cause to be timely filed) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined all Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax all taxable periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes Date the due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared and shall timely file or cause to be filed all date (A) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account any including extensions of time to file) on or prior to of which is after the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax the “Seller Returns) for Tax periods ending on or before the Closing Date which are required to be filed (taking into account any extensions of time to file) after the Closing Date, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital”). All Tax such Seller Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) shall be prepared and filed in a manner consistent with prior the past practice of Company and its Subsidiaries the Companies unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is otherwise required by applicable a change in Applicable Law. To the extent necessary under applicable law, Purchaser shall (or cause the Companies to) sign any such Seller Returns. The Seller Returns will be prepared at the sole cost and expense of Seller. Any information obtained under this Section 5.9(b) shall deliver all such be kept confidential, except as the parties agree is otherwise necessary in connection with the filing of Tax Returns or Claims in respect of Taxes. (c) Pre-Closing Tax Returns Matters. Following the Closing, Purchaser shall not, and shall not permit the Companies to, (a) file or amend or otherwise modify any Tax Return relating to a Pre-Closing Tax Period, (b) extend or waive, or cause to be extended or waived, any statute of limitations or other than, period for the avoidance assessment of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(ior deficiency related to a Pre-Closing Tax Period, (c) make or change any Tax election or accounting method or practice with respect to, or that has retroactive effect to, any Pre-Closing Tax Period, or (d) initiate any voluntary contact with a Tax authority regarding any Pre-Closing Tax Period. (d).

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that Parent shall, (at the income Securities Holders’ cost and operations of Company and its Subsidiaries expense, which amounts shall be included in the consolidated, unitary or combined Tax Returns paid out of the Xxxxxxx US Affiliated Group Securities Holders Representative Amount or out of the Escrow Funds (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Dateif such amount is insufficient)), and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared all Pre-Closing Period Tax Returns required to be filed by or on behalf of each of the Company and its Subsidiaries. All such Pre-Closing Period Tax Returns shall timely file be prepared and filed in a manner that is consistent with the prior practice of the Company or the applicable Subsidiary (as the case may be), except as required by applicable Law. Parent shall deliver or cause to be filed delivered drafts of all (A) such Pre-Closing Period Tax Returns of Company and to Securities Holders Representative for its Subsidiaries review at least thirty (other than Combined Tax Returns30) which are required to be filed (taking into account any extensions of time to file) on or days prior to the due date of any such Pre-Closing Date and Period Tax Return (Bor as soon as reasonably practicable in the case of a Pre-Closing Period Tax Return that is due less than forty-five (45) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which are required to be filed (taking into account any extensions of time to file) days after the Closing Date, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions end of time to pay) with respect to such Tax Returns described in this sentencethe applicable taxable period); provided, however, that Acquiror shall promptly reimburse Seller for the payment such drafts of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Period Tax Returns”) Return shall be prepared in a manner consistent with prior practice subject to the Securities Holders Representative’s review and approval, which shall not be unreasonably withheld, conditioned or delayed. If Securities Holders Representative disputes any item on such Pre-Closing Period Tax Return, it shall notify Parent (by written notice within fifteen (15) days of Company receipt of such draft of such Pre-Closing Period Tax Return) of such disputed item (or items) and the basis for its Subsidiaries unless a past practice has been finally determined objection. If the Securities Holders Representative does not object by written notice within such period, the amount of Taxes shown to be incorrect due and payable on such Pre-Closing Period Tax Return shall be deemed to be accepted and agreed upon, and final and conclusive, for purposes of this Section 9.1(c). The Parent and the Securities Holders Representative shall act in good faith to resolve any dispute prior to the due date of any such Pre-Closing Period Tax Return. If the Parent and the Securities Holders Representative cannot resolve any disputed item, the item in question shall be resolved by the applicable Governmental Authority or a contrary treatment is required Accountants whose determination shall be final and conclusive for purposes of this Section 9.1(c). The fees and expenses of the Accountants shall be paid fifty percent (50%) by applicable Lawthe Parent and fifty percent (50%) by the Securities Holders Representative (on behalf of the Securities Holders). Seller If the Accountants are unable to resolve any such matter prior to the due date (including extensions, which will be sought as necessary) for filing any Tax Return reflecting any such disputed matter, then such Tax Return shall deliver be timely filed by the appropriate Party on the basis proposed by Parent and shall thereafter be amended as necessary to reflect the Accountants’ decision. Parent shall timely file all such Pre-Closing Period Tax Returns. Parent shall pay all Pre-Closing Taxes due and payable in respect of all Pre-Closing Period Tax Returns (other thanof each of the Company and its Subsidiaries; provided, for the avoidance of doubthowever, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries that Parent shall be responsible entitled to reimbursement for signing all Pre-Closing Taxes paid by Parent and timely filing any attributable to such Pre-Closing Tax Period Tax Returns described from the Escrow Funds (and by the Securities Holders on the pro rata basis and in this the order of priority provided in Section 7.4(c)(i10.2(a) if such amount is insufficient).

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that Seller and the income and operations of Company and its Subsidiaries Shareholder shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) Tax Returns of the Company and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which that are required to be filed (taking into account any extensions of time to file) due after the Closing DateDate (collectively, and the “Seller Prepared Tax Returns”). Each Seller Prepared Tax Return shall pay or cause to be paid any and all Taxes due (taking into account any extensions prepared consistent with the past practices of time to pay) with respect to the Company, as applicable, except as required by applicable Law. The Seller and/or the Shareholder shall provide a copy of such Seller Prepared Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes Return to the extent such Taxes were included in any reserve or liability Buyer for Taxes reflected review and comment at least 30 days (10 days in the calculation case of Net Working Capital. All a non-income Tax Returns described in Return) prior to the preceding sentence (due date for filing such Tax Returns, excludingand Seller shall consider in good faith any reasonable comments provided by Buyer on the Seller Prepared Tax Return. The Seller, for the avoidance of doubtShareholder, Combined and Buyer shall work in good faith to resolve any disputes with respect to any Seller Prepared Tax Returns. If the Parties are unable to resolve a dispute, “Pre-Closing Tax Returns”) then such dispute shall be prepared submitted to the Independent Accounting Firm to resolve such dispute in a manner consistent with prior practice of Company and its Subsidiaries unless the procedures for resolving disputed items set forth in Section 2.6(b). If a past practice has been finally determined Seller Prepared Tax Return is required to be incorrect filed prior to the resolution of a dispute, the Seller Prepared Tax Return shall be filed as determined by Seller and the Shareholder and such Tax Return shall be promptly amended if and to the extent required to reflect the final resolution of the dispute. The Seller and/or the Shareholder shall timely file all Seller Prepared Tax Returns. The Seller and/or the Shareholder shall timely pay to the appropriate Tax Authority any Taxes shown as due on the Seller Prepared Tax Returns if and only to the extent that a liability for the amount of such Taxes was not included in Working Capital and such Taxes were not pre-paid by the Company prior to the Closing Date. If and to the extent that a liability for a Tax reflected as due on and payable with a Seller Prepared Tax Return was included in Working Capital, the Company shall pay, and the Buyer shall cause the Company to pay, to the Seller the amount of such liability within two Business Days before payment of the Taxes (including estimated Taxes) is due to the applicable Governmental Authority or Tax Authority. The Company shall, and the Buyer shall cause the Company to, promptly and timely execute a contrary treatment is Seller Prepared Tax Return to the extent required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i).

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller Representative shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) Tax Returns of for the Company and its Subsidiaries (other than Combined Tax Returns) which are with respect to any taxable period ending prior to or on the Closing Date required to be filed (taking into account any extensions of time to file) on or prior to after the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which are required to be filed (taking into account any extensions of time to file) after the Closing Date, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse “Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”). The Seller Representative shall (a) shall be prepared prepare any Seller Tax Return in a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the Company’s or the applicable Governmental Authority or a contrary treatment is required by applicable Law. Subsidiary’s past practices, (b) provide Purchaser with completed drafts of any Seller shall deliver all such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror Purchaser’s review and comment at least twenty (20) days before prior to the due date for filing thereof (other than in the case of a Tax Return in respect of GST which shall be provided at least five (5) days prior to the due date for filing thereof), and (c) consider in good faith changes reasonably and timely requested by Purchaser to the extent such changes are consistent with the prior practice of the Company and its Subsidiaries and permitted by applicable Tax Law. Purchaser and the Seller Representative will attempt in reasonable good faith to resolve any disagreements regarding such Seller Tax Returns prior to the due date for filing. To the extent that Purchaser and the Seller Representative are unable to reach an agreement regarding any such Tax Returns, the dispute will be submitted to the Independent Accounting Firm for resolution, with the costs of the Independent Accounting Firm borne equally by Purchaser, on the one hand, and the Seller Representative, on the other hand. The Seller Representative shall permit Acquiror file all Seller Tax Returns consistent with any resolution determined by the Independent Accounting Firm. If the Independent Accounting Firm is unable to review resolve any dispute prior to the due date for the filing of the applicable Seller Tax Return, then (i) the Seller Representative may cause the Company and comment on each its Subsidiaries to file such Seller Tax Return as prepared by the Seller Representative and (ii) if the Independent Accounting Firm subsequently determines that such Tax Return prior to filingshould be amended, which comments the Seller Representative shall consider in good faith. If applicable, Acquiror cause the Company and Company or any of its Subsidiaries to file an amended Tax Return reflecting the resolution of the Independent Accounting Firm. Except to the extent taken into account as a Liability in the calculation of Final Net Working Capital or in the calculation of the Final Debt Amount or the Final Company Transaction Expenses, or otherwise taken into account hereunder in a manner reducing the Final Purchase Price, the Seller Representative (on behalf of the Sellers) shall timely pay or cause to be timely paid in full to the appropriate Governmental Body all Taxes due under any Seller Tax Return and shall promptly submit to Purchaser proof of such payment. Notwithstanding anything to the contrary herein, the Parties agree that to the extent permitted under applicable Tax Law, arising in connection with the transactions contemplated by this Agreement, and economically borne by the Sellers, all deductions relating to Company Transaction Expenses and the repayment of Indebtedness shall be responsible for signing and timely filing any reflected on the Seller Tax Returns described in this Section 7.4(c)(i)Returns.

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that Sellers’ Representative shall, or shall cause the income Company, IAA, or IAJ to, prepare and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined file all Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” Company, IAA and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending IAJ that are due on or prior to the Tax Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined which Tax Returns in which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) Tax Returns of Company on a basis consistent with existing procedures for preparing such returns and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which are required to be filed (taking into account any extensions of time to file) after the Closing Date, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) shall be prepared in a manner consistent with prior practice with respect to the treatment of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by specific items on the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller The Sellers’ Representative shall permit Acquiror Purchaser to review and comment on each such Tax Return at least twenty (20) days prior to filingthe due date for filing such Tax Return and shall make such revisions to each such Tax Return as are reasonably requested by Purchaser. The Sellers’ Representative shall cause Company, IAA or IAJ, as the case may be, to pay all Taxes payable with respect to such Tax Returns. The Sellers’ Representative, at Sellers’ cost and expense, shall cause to be prepared on behalf of Company the IRS Form 1120S (and any comparable state and local S corporation Income Tax Returns (collectively “S Corporation Returns”) for the taxable year ended on the Tax Closing Date. Each S Corporation Return shall be prepared in accordance with existing procedures and practices with respect to the treatment of specific items on the Tax Returns, unless such treatment does not have sufficient legal support to avoid the imposition of penalties under applicable Tax Laws. The Sellers’ Representative shall permit Purchaser to review and comment on each such S Corporation Return at least twenty (20) days prior to the due date for filing such S Corporation Return and shall make such revisions to each such S Corporation Return as are reasonably requested by Purchaser. Purchaser shall cause Company, IAA and IAJ to timely file all S Corporation Returns prepared by Sellers’ Representative and timely delivered to Purchaser in accordance with this Section 9(c) and shall cause Company, IAA and IAJ to timely pay all Taxes shown as due thereon. Purchaser shall cause Company, IAA, and IAJ to prepare and file all Tax Returns of Company, IAA, and IAJ (other than S Corporation Returns) due after the Tax Closing Date, which comments Seller shall consider in good faith. If applicableTax Returns, Acquiror to the extent they relate to taxable periods beginning prior to, or that include, the Tax Closing Date, and Company or any for the purpose of its Subsidiaries determining the Sellers’ liability for Taxes, shall be responsible for signing prepared and timely filed on a basis consistent with existing procedures for preparing such returns and in a manner consistent with prior practice with respect to the treatment of specific items on the Tax Returns, unless such treatment does not have sufficient legal support to avoid the imposition of penalties under applicable Tax Laws. Purchaser shall permit Sellers’ Representative to review and comment on each such Tax Return that relates to periods beginning prior to, or that include, the Tax Closing Date at least twenty (20) days prior to the due date for filing such Tax Return and shall make such revisions to each such Tax Return as are reasonably requested by Sellers. Purchaser shall pay, or shall cause Company, IAA, or IAJ, as appropriate, to pay, all Taxes payable with respect to such Tax Returns. In the event Sellers are liable under Section 9(a) for Taxes due in connection with any Tax Returns described Return filed by Purchaser, Sellers shall pay the amount of such liability to Company at least three (3) Business Days prior to the due date for filing such Tax Returns, provided that Sellers’ Representative shall have at least seventeen (17) days after receipt of such Tax Return from Purchaser in accordance with this Section 7.4(c)(i)9(c) to make such payment.

Responsibility for Filing Tax Returns. (i) The Except to the extent otherwise required under applicable Law, the Parties acknowledge that shall treat the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns taxable year of the Xxxxxxx US Affiliated Group (each a “Combined Company as ending for all Tax Return” and collectively purposes at the “Combined Tax Returns”) for Tax periods end of Company and its Subsidiaries ending the day on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller The Equityholders’ Representative shall prepare or cause to be prepared and shall timely file or cause to be timely filed all income and franchise Tax Returns for the Company for the Tax Period ending on the day of the Closing Date (Aeach, a “Final Pre-Closing Income Tax Return”). Unless otherwise required by applicable Law, the Tax consequences resulting from the Spin Out shall be reflected on the Final Pre-Closing Income Tax Return and, unless otherwise required by applicable Law, the Equityholders’ Representative shall prepare such Final Pre-Closing Income Tax Returns in a manner consistent with the past practice of the Company. Each Final Pre-Closing Income Tax Return shall be submitted to Parent for review and comment within one hundred fifty (150) days following the Closing Date and the Equityholders’ Representative shall consider in good faith any reasonable comments made by Parent prior to the filing of such Tax Return. Parent shall prepare and timely file all other Tax Returns of the Company and or any of its Subsidiaries (other than Combined Colorescience) (each, a “Parent Prepared Tax ReturnsReturn”) which that are required to be filed (taking into account any extensions of time to file) on or prior to due after the Closing Date and (B) income and franchise (in lieu of income) with respect to any Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods period ending on or before the Closing Date which are and any Straddle Period (for the avoidance of doubt, other than any Tax Returns that Colorescience is obligated to prepare pursuant to Section 1.8(b) of the Spin Out Agreement). Unless otherwise required to by applicable Law, Parent shall prepare such Parent Prepared Tax Returns in a manner consistent with the past practices of the Company. If the Equityholders may be filed (taking into account liable under this Agreement for any extensions of time to file) after the Closing Date, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to such Parent Prepared Tax Returns, Parent shall submit such Parent Prepared Tax Returns described in this sentenceto the Equityholders’ Representative for his review and comment at least thirty (30) days prior to the due date of such Tax Return (including extensions) and Parent shall revise such Tax Return to reflect any reasonable comments made by the Equityholders’ Representative prior to the filing of such Tax Return; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence that both (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”i) shall be prepared in a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior is a Straddle Period return and (ii) the majority of the taxes payable for such Straddle Period are not allocable to filingthe portion of such period ending on the Closing Date, which comments Seller shall then Parent need only consider in good faith. If applicable, Acquiror and Company or faith any comments made by the Equityholders’ Representative prior to the filing of its Subsidiaries shall be responsible for signing and timely filing any such Tax Returns described in this Section 7.4(c)(i)Return.

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller Parent shall prepare or cause to be prepared and shall timely file or cause to be filed at its own cost, all (A) Tax Returns of Company for the Selling Companies and its their Subsidiaries (other than Combined Tax Returns) which that are required to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which are required to be filed (taking into account any extensions of time to file) after the Closing Date, and . Parent shall pay or cause provide draft versions of such Tax Returns to be paid the Stockholders’ Representative not later than 30 days prior to the extended due date for filing such Tax Returns. The Stockholders’ Representative shall notify Parent of any and all Taxes due proposed changes not later than 15 days after delivery of such draft Tax Returns pursuant to the preceding sentence. Parent shall make changes to such draft Tax Returns that are reasonably requested by the Stockholders’ Representative to the extent such changes (taking into account any extensions of time to paya) are with respect to a position or item that was initially reported on such draft Tax Returns in a manner inconsistent with the past practices of the applicable Selling Company and such changes, (b) if accepted, would cause such position or item to be consistent with the past practices of such Selling Company; provided, that Parent shall have no obligation to accept any changes requested by the Stockholders’ Representative if, in Parent’s reasonable judgment, such changes would result in a material increase in the amount of Taxes owed with respect to a taxable period beginning after the Closing Date. Notwithstanding the foregoing, Parent and the Stockholders’ Representative shall have joint control over the treatment of the Spin-Off and shall use their best efforts to mutually agree on such treatment that is consistent with the intended Tax treatment described in this sentenceAgreement; provided, however, that Acquiror Parent and the Stockholders’ Representative agree that the Spin-Off shall promptly reimburse Seller be treated and reported for the payment all Tax purposes and for purposes of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected this Agreement as occurring in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) Period; and provided further that any dispute as to the proper treatment of an item relating to the Spin Off that cannot be resolved in good faith discussions between the Parent and the Stockholders’ Representative shall be prepared submitted to the Accounting Referee and resolved in a manner consistent accordance with prior practice of Company the procedures set forth in Section 3.8(b). Parent shall cause the Selling Companies and its their Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver file all such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i)12.3 on or prior to their extended due dates.

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller Sellers shall prepare or cause to be prepared and shall timely file or cause to be filed when due all (A) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) which are required for the Target Companies with respect to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods taxable period ending on or before the Closing Date which are required to be filed (taking into account any extensions of time to file) after the Closing Date, and shall pay or cause to be paid any and all Taxes due (taking into account in respect of such Tax Returns. The Purchaser shall not have the right to review any extensions of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror but shall promptly reimburse Seller for be provided a copy of the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All filed Tax Returns described in that include solely one or more of the preceding sentence (such Target Companies. Such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) Returns shall be prepared in on a manner basis consistent with those prepared for prior practice of Company and its Subsidiaries taxable periods unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary different treatment is required by applicable Law. Seller The Purchaser shall deliver all cause the Target Companies and Affiliates to take such Pre-Closing actions as the Sellers may reasonably request in connection with the filing of refund claims and amended Tax Returns (other than, for with respect to the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i6.1(e)(i); provided, that except as required by Law, neither the Purchaser nor any of its Affiliates shall (or shall cause or permit any of the Target Companies to) amend, refile or otherwise modify any Tax Return relating in whole or in part to any of the Target Companies with respect to any Pre-Closing Tax Period without the written consent of the Sellers, which consent may be withheld in the reasonable discretion of the Sellers. With respect to any taxable period for which the Sellers are required to file or cause to be filed a Tax Return pursuant to this Section 6.1(e)(i), the Purchaser shall promptly cause the Target Companies, as applicable, to prepare and provide to the Sellers, at the Purchaser’s sole cost and expense, a package of tax information materials which shall be completed in accordance with the past practice of such Target Company, including past practice as to providing the information, schedule and work papers as to the method of computation of separate taxable income or other relevant measure of income.

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller Sellers’ Representative shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) Tax Returns of Company for the Holding Companies and its their Subsidiaries (other than Combined Tax Returns) which that are required to be filed (taking into account any extensions of time to file) on or prior to after the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for any Tax periods ending on or before the Closing Date which are required to be filed (taking into account any extensions of time to file) after the Closing Date, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax ReturnsPeriods”) shall be prepared ), in a manner consistent accordance with the prior custom and practice of Company and its Subsidiaries unless a past practice has been finally determined such entities in filing their Tax Returns except to be incorrect by the applicable Governmental Authority or a contrary treatment is extent required by applicable Law. Seller , and Buyer shall deliver all file or cause to be filed such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least in a timely manner. As soon as reasonably practicable and in no event less than twenty (20) days before prior to the due date thereof. Seller for filing any such Tax Return, Sellers’ Representative shall permit Acquiror Buyer to review and comment on each such Tax Return Return. Within ten (10) days of receipt of any such Tax Return, Buyer shall provide its comments to such Tax Return. Sellers’ Representative shall incorporate any reasonable comments of Buyer, and Sellers’ Representative and Buyer shall endeavor in good faith to resolve any disputes with respect to such comments prior to filingfiling any such Tax Return. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Holding Companies and their Subsidiaries for Straddle Periods, which in accordance with the prior custom and practice of such entities in filing their Tax Returns except to the extent required by applicable Law. As soon as reasonably practicable and in no event less than twenty (20) days prior to the due date for filing any such Tax Return for a Straddle Period, Buyer shall permit Sellers’ Representative to review and comment on each such Tax Return. Within ten (10) days of receipt of any such Tax Return, Sellers’ Representative shall provide its comments Seller to such Tax Return. Buyer shall consider incorporate any reasonable comments of Sellers’ Representative, and Sellers’ Representative and Buyer shall endeavor in good faith. If applicable, Acquiror and Company or faith to resolve any of its Subsidiaries shall be responsible for signing and timely disputes with respect to such comments prior to filing any such Tax Return. Buyer shall timely pay (or cause to be paid) all Taxes relating to Tax Returns described in covered by this Section 7.4(c)(i6.8(b), and Sellers (or the MIPC Sellers in the case of Tax Returns of MIPC, and PGGM in the case of Tax Returns of PGGM Blocker) shall reimburse Buyer for payment of any such Taxes if and to the extent the same are Pre-Closing Taxes (except to the extent that any such Pre-Closing Taxes are reflected in the computation of the Final Purchase Price). Upon reasonable request, Buyer and Sellers shall cooperate with one another in regard to Tax compliance and reporting matters.

Responsibility for Filing Tax Returns. Seller (iwhich for purposes of this Section 9.09 includes any Representatives or advisors of Seller) The Parties acknowledge that shall prepare, or cause to be prepared, and file, or cause to be filed, on a timely basis all Tax Returns with respect to the income and operations of Company and its Subsidiaries for any Pre-Closing Tax Periods (other than Straddle Periods) in a manner which is consistent with past practice, except as otherwise required by applicable law. Buyer shall prepare, or cause to be included in the consolidatedprepared, unitary and file, or combined cause to be filed, on a timely basis all Tax Returns of with respect to the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or for Post-Closing Tax Periods (other than Straddle Periods). In the case of any Tax Return for a Straddle Period, such Tax Returns shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. Buyer shall provide such Straddle Period Tax Returns (including supporting workpapers and any other information reasonably requested by Seller) to Seller, for Seller’s review and comment, at least sixty (60) days prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to earlier of the date on which such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account consideration applicable extensions) or the date on which such Tax Returns are actually filed. Within ten (10) days after the receipt of any extensions Straddle Period Tax Return, Seller will submit to Buyer in writing any proposed changes to such Tax Return. Buyer and Seller will endeavor in good faith to resolve any differences with respect to the Straddle Period Tax Return within fifteen (15) days after Buyer’s receipt of time written proposed changes from Seller. Any unresolved disputes will be resolved by the Accounting Firm (or another nationally recognized independent public accounting firm agreed upon by Buyer and Seller), the costs of which shall be borne by each party in the percentage inversely proportionate to file) the percentage of the total amount of the total items submitted for dispute that are resolved in such party’s favor. The determination of such Accounting Firm shall be binding on or the parties. In the event the Accounting Firm does not resolve any disputed issue prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) due date for Tax periods ending on or before the Closing Date which are required to be filed (taking into account any extensions of time to file) after the Closing Date, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to such Tax Returns described in this sentence; providedReturn, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) shall be prepared in a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each then such Tax Return shall be filed as prepared by Buyer (reflecting any changes agreed to by Buyer and Seller), and Buyer shall use reasonable efforts to file an amended Tax Return to reflect the Accounting Firm’s final resolution of such disputed issue. Except as otherwise required by law, without the prior written consent (such consent not to filingbe unreasonably withheld, which comments Seller shall consider in good faith. If applicableconditioned or delayed) of Seller, Acquiror and neither Buyer nor the Company or any of its Subsidiaries shall be responsible for signing and timely filing (i) file any Tax Returns described Return (amended or otherwise) with respect to the Company or any of its Subsidiaries for any Pre-Closing Tax Period; or (ii) enter into any closing agreement, settle any Tax claim or assessment relating to the Company or its Subsidiaries, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any of its Subsidiaries for any Pre-Closing Tax Period, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, in each case to the extent such action could reasonably be expected to increase the Tax liability of Seller or any liability of Seller under this Section 7.4(c)(i)Agreement.

Responsibility for Filing Tax Returns. Seller (iwhich for purposes of this Section 9.09 shall include any representative of Seller) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) Acquired Companies for Tax all Taxable periods ending on or before the Closing Date which are required to Date. Buyer shall be filed (taking into account any extensions responsible for the due preparation and timely filing of time to file) all Tax Returns of the Acquired Companies for all Taxable periods beginning after the Closing Date, and Buyer shall pay or cause to be paid responsible for the timely and complete payment of any and all related Taxes due (taking into account any extensions of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of Returns. With respect to any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in of the preceding sentence Acquired Companies that are due for any Straddle Periods (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Straddle Tax Returns”) shall be prepared in a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other than), for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries Buyer shall be responsible for signing the due preparation and timely filing any of all such Straddle Tax Returns described on a basis consistent with the past practices of the Acquired Companies, and shall provide a draft of any such Straddle Tax Return to Seller for review and comment reasonably in this Section 7.4(c)(iadvance of the due date for such Straddle Tax Return (together with schedules, statements and, to the extent required by Seller, supporting documentation). Buyer shall use reasonable efforts to incorporate all comments provided by Seller with respect to such Straddle Tax Returns and in no event shall file any such Straddle Tax Return without the prior written consent of Seller, not to be unreasonably conditioned, withheld or delayed. The parties shall negotiate in good faith to resolve any disputed items with respect to such Straddle Tax Returns. If the parties are unable to reach an agreement within ten (10) days after receipt by Buyer of written notice provided by Seller that such dispute remains unresolved, the disputed items shall be resolved by final determination of the Accounting Firm. The costs and expenses of the Accounting Firm will be paid by the non-prevailing party, as determined by the Accounting Firm.

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) Tax Returns of for Company and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account for any extensions of time to file) taxable period that ends on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which are required to be filed (taking into account any extensions of time to file) after the Closing Effective Date, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) shall be prepared in a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror Buyer to review and comment on each such Tax Return described in the preceding sentence prior to filing, which comments and the Seller shall consider make any changes to such Tax Returns reasonably requested to be made by Buyer in order to comply with the applicable Tax laws. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for Company and its Subsidiaries for any taxable period that ends after the Effective Date (the “Buyer Returns”). If any Tax shown as due on such Buyer Return will materially effect the Tax Liability of Seller (taking into account the indemnification obligations of Seller hereunder), (A) such Tax Return shall be prepared in a manner substantially consistent with the prior practice of Company and its Subsidiaries unless otherwise required by applicable Tax laws; (B) Buyer shall provide Seller with copies of any Buyer Returns on which a Pre-Effective Date Tax is shown as due, at least 20 days prior to the due date thereof (giving effect to any extensions) (or, if required to be filed within 20 days after the Closing, as soon as possible following the Closing) accompanied by a statement (the “Pre-Effective Date Tax Statement”) setting forth and calculating in reasonable detail the Pre-Effective Date Taxes shown as due on such return. If Seller agrees with the Buyer Return and Pre-Effective Date Tax Statement, Seller shall pay to Buyer or provide Buyer with a good check made payable to the relevant Governmental Authority in such amount (or if such Pre-Effective Date Tax Statement reflects a refund owing to Seller, Buyer shall pay to Seller such amount when received, if applicable), an amount equal to the Taxes allocated to Seller as shown on the Pre-Effective Date Tax Statement not later than two business days before the due date (including any extensions) for payment of Taxes with respect to such Buyer Return. If, within 15 days of the receipt of the Buyer Return and Pre-Effective Date Tax Statement, Seller notifies Buyer that it disputes the manner of preparation of the Buyer Return or the amount of Taxes allocated to Seller as calculated in the Pre-Effective Date Tax Statement, and provides Buyer its proposed form of Buyer Return, a statement setting forth and calculating in reasonable detail the Taxes allocated to Seller, and a written explanation of the reasons for its adjustment, then Buyer and Seller shall attempt in good faithfaith to resolve their disagreement within the five days following Seller’s notification of Buyer of such disagreement. If applicableBuyer and Seller are unable to resolve their disagreement, Acquiror and Company or any of its Subsidiaries the dispute shall be responsible submitted to the Independent Accounting Firm, whose expense shall be borne equally by Buyer and Seller, for signing resolution within 20 days of such submission. The decision of the Independent Accounting Firm with respect to such dispute shall be binding upon Buyer and Seller, and Seller shall pay to Buyer (or Buyer shall pay to Seller, if appropriate) an amount equal to the Taxes allocated to Seller as decided by such Independent Accounting Firm not later than two business days before the due date (including any extensions) for payment of Taxes with respect to such Buyer Return. Buyer shall, subject to indemnification provided under §6(d)(i), timely filing any pay the Tax Returns described in this Section 7.4(c)(i)shown as due on each such Buyer Tax Return.

Responsibility for Filing Tax Returns. (i) 10.3.7 The Parties acknowledge that Sellers Representative shall, at the income Sellers’ cost and operations of Company and its Subsidiaries shall be included in the consolidatedexpense, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared all Pre-Closing Period Tax Returns required to be filed by or on behalf of the Company and its Subsidiaries after the Closing Date. All such Pre-Closing Period Tax Returns shall timely file be prepared and filed in a manner that is consistent with the prior practice of the Company or its applicable Subsidiary (as the case may be), except as required by applicable Law. The Sellers Representative shall deliver or cause to be filed delivered drafts of all (A) such Pre-Closing Period Tax Returns of Company to Buyer for its review and its Subsidiaries comment at least fifteen (other than Combined Tax Returns15) which are required to be filed (taking into account any extensions of time to file) on or days prior to the due date of any such Pre-Closing Date and Period Tax Return. The Sellers Representative shall incorporate any comments or changes reasonably requested by Buyer at least five (B5) income and franchise (in lieu days prior to the due date of income) any such Pre-Closing Period Tax Returns of Company and its Subsidiaries (other than Combined Return, unless otherwise required by applicable Law. The Sellers Representative shall timely file all such Pre-Closing Period Tax Returns) for ; provided, however, if any such Pre-Closing Period Tax periods ending on or before the Closing Date which are required to be Return is filed (taking into account any extensions of time to file) after the Closing Dateand the Sellers Representative is not authorized to execute and file such Pre-Closing Period Tax Return by applicable Law, Buyer shall execute and shall pay file (or cause to be paid any and filed) such Pre-Closing Period Tax Return (as finally determined pursuant to this Section 10.3.1) with the appropriate Taxing Authority. The Sellers Representative (on behalf of the Sellers) shall pay all Pre-Closing Taxes due (taking into account any extensions and payable in respect of time to pay) with respect to such all Pre-Closing Period Tax Returns described in this sentenceof each of the Company and its Subsidiaries; provided, however, that Acquiror shall promptly reimburse Seller for the payment of if any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Period Tax Returns”Return is due after the Closing and is to be filed (or caused to be filed) by Buyer, the Sellers Representative (on behalf of the Sellers) shall be prepared pay (in a manner consistent immediately available funds) to Buyer the amount of all Pre-Closing Taxes due and payable with prior practice respect of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Period Tax Returns Return (other than, for determined pursuant to this Section 10.3.1) no later than three (3) Business Days prior to the avoidance earlier of doubt, Combined the date such Pre-Closing Period Tax Returns) to Acquiror at least twenty (20) days before Return is filed or the due date thereof. Seller shall permit Acquiror to review and comment on each of such Pre-Closing Period Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i)Return.

Responsibility for Filing Tax Returns. (ia) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller Holdings shall prepare or cause to be prepared and shall timely file or cause to be filed all (Ai) Income Tax Returns for the Acquired Entities in respect of Company and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account any extensions of time to file) taxable period ending on or prior to the Closing Date and due after the date hereof and (Bii) income and franchise (in lieu of income) all other Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which are Acquired Entities required to be filed (taking into account any extensions of time to file) after the date hereof but on or prior to the Closing Date, and shall pay or cause to be paid any and all Taxes due Date (taking into account any extensions of time to pay) with respect to each such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns Return described in the preceding sentence clause (such Tax Returnsi) and clause (ii), excluding, for the avoidance of doubt, Combined Tax Returns, a “Pre-Closing Tax ReturnsReturn”) ). Each Pre-Closing Tax Return shall be prepared in a manner consistent with prior practice of Company and its Subsidiaries unless a the Acquired Entities’ respective past practice has been finally determined practices. Holdings shall timely file, or cause to be incorrect timely filed, all Pre-Closing Tax Returns that are required under applicable Law to be filed (taking into account applicable extensions) on or before the Closing Date. Holdings shall deliver, or cause to be delivered, to Parent all Pre-Closing Tax Returns that are required to be filed by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all Acquired Entities after the Closing Date at least ten (10) days prior to the due date for filing such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined taking into account applicable extensions) and Parent shall timely file or cause to be timely filed all such Pre-Closing Tax Returns) . With respect to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each any such Pre-Closing Tax Return prior to filingReturn, which comments Seller Holdings shall consider in good faith. If applicable, Acquiror and Company or any faith all reasonable comments of its Subsidiaries shall be responsible Parent that are provided by Parent to Holdings at least five (5) days prior to the due date for signing and timely filing any such Pre-Closing Tax Returns described in this Section 7.4(c)(iReturn (taking into account applicable extensions).

Responsibility for Filing Tax Returns. (ia) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to After the Closing Date, and Seller or the Sellers shall, at their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepareexpense, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared all Pre-Closing Period income Tax Returns which reflect items that flow through to the Sellers required to be filed by or on behalf of each member of the Company Group. All such Pre-Closing Period income Tax Returns shall be prepared and filed in a manner that is consistent with the prior practice of the Acquired Companies or their Subsidiaries (as the case may be), except as required by Applicable Law. The Sellers shall timely file deliver or cause to be filed all (A) Tax Returns delivered drafts of Company and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which are required to be filed (taking into account any extensions of time to file) after the Closing Date, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) shall be prepared in a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Period income Tax Returns to the Buyer for its review at least thirty (other than30) days prior to the Due Date of any such Pre-Closing Period income Tax Return, and such drafts of any such Pre-Closing Period income Tax Return shall be subject to the Buyer’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Buyer disputes any item on such Pre-Closing Period income Tax Return, it shall notify the Sellers (by written notice within fifteen (15) days of receipt of such draft of such Pre-Closing Period income Tax Return) of such disputed item (or items) and the basis for its objection. If the Buyer does not object by written notice within such period, the amount of Taxes shown to be due and payable on such Pre-Closing Period income Tax Return shall be deemed to be accepted and agreed upon, and final and conclusive, for the avoidance purposes of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i).10.1

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller Sellers’ Representative shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) Tax Returns of Company and its Subsidiaries (other than Combined Comfort Care for all Tax Returns) which are required to be filed (taking into account any extensions of time to file) periods ending on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Straddle Periods). Such Tax Returns (“Seller-Allocated Tax Returns”) shall reflect any Taxes imposed on Comfort Care pursuant to any provision of state or local Tax Law. The Sellers shall pay all Taxes shown as due on such Seller-Allocated Tax Returns. With respect to any Seller-Allocated Tax Returns, the Sellers’ Representative shall provide a draft of each such Tax Return to the Buyer for review and comment reasonably in advance of the due date for such Tax periods ending on or before Return (together with schedules, statements and, to the Closing Date which are extent required to be filed (taking into account any extensions of time to file) after by the Closing DateBuyer, supporting documentation), and Buyer shall pay or cause cooperate in the filing of the Seller-Allocated Tax Returns by the due date thereof. The Sellers’ Representative shall use reasonable efforts to be paid any and address in good faith all Taxes due (taking into account any extensions of time to pay) comments provided by the Buyer with respect to such Tax Returns described (provided that the Buyer must provide any such comments reasonably in this sentence; provided, however, that Acquiror shall promptly reimburse Seller advance of the due date for the payment of applicable Tax Return taking into account the date any such Tax Return was first delivered to the Buyer) and in no event shall file any such Tax Return without the consent of the Buyer, such consent not to be unreasonably conditioned, withheld or delayed. Buyer shall be responsible for the timely preparation and filing of all other Tax Returns for Comfort Care. The Sellers shall pay all Taxes shown as due on such other Tax Returns, to the extent such Taxes were included in allocable to the portions of Straddle Periods up to and including the Closing Date under Section 8.6. With respect to any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (for any Straddle Periods, Buyer shall provide a draft of each such Tax ReturnsReturn that is a U.S. state income or other material Tax Return to the Sellers’ Representative for review and comment reasonably in advance of the due date for such Tax Return (together with schedules, excludingstatements and, to the extent required by Sellers, supporting documentation). Buyer shall use reasonable efforts to address in good faith all comments provided by the Sellers’ Representative with respect to such Tax Returns (provided, that the Sellers’ Representative must provide any such comments reasonably in advance of the due date for the avoidance applicable Tax Return taking into account the date any such Tax Return was first delivered to the Sellers’ Representative) and in no event shall file any such Tax Return without the consent of doubtSellers’ Representative, Combined such consent not to be unreasonably conditioned, withheld or delayed. The Buyer and the Sellers’ Representative shall negotiate in good faith to resolve any disputed items with respect to Tax Returns, “Returns for Pre-Closing Tax Returns”) shall be prepared in a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i).Periods or

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that Subject to the income other provisions of this Section 9.1, including the remaining provisions of this Section 9.1(b), Parent shall prepare or cause to be prepared and operations of Company and its Subsidiaries shall timely file or cause to be included in the consolidated, unitary or combined timely filed all Tax Returns of for the Xxxxxxx US Affiliated Group Company that are filed after the Closing Date, including Tax Returns for any Straddle Period (each such Tax Return a “Combined Parent Prepared Return”); provided, however, the Members’ Representative shall prepare or cause to be prepared, at its sole cost, and file or cause to be filed all Pass-Through Tax Return” and collectively the “Combined Tax Returns”) Returns for Tax all taxable periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared and shall timely file or cause to be filed all including (A) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which are required to be filed (taking into account any extensions of time to file) after the Closing Date, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined ) the Company’s 2023 IRS Form 1065 and related 2023 state Pass-Through Tax Returns, (each, a “Pre-Closing Pass-Through Tax ReturnsReturn”) ). The Pre-Closing Pass-Through Tax Returns and the Parent ​ 4855-0363-3265.v2 ​ Prepared Returns shall be prepared in a manner consistent with prior practice the past Tax practices of Company and its Subsidiaries unless a past practice has been the Company, the Tax Treatment, the Merger Consideration Allocation (as finally determined hereunder) and the reporting of the Transaction Tax Deductions as specifically provided herein. Each Parent Prepared Return reporting any Tax for which any Member could be liable (including pursuant to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such indemnity provisions of this Agreement) and each Pre-Closing Pass-Through Tax Returns Return is referred to herein as a “Reviewable Return.” Each Reviewable Return shall be delivered by the preparing-Party (other thanthe Members’ Representative, the case of Pre-Closing Pass-Through Tax Return, and the Parent, in the case of a Parent Prepared Return (each, the “Preparing Party”)) to non-preparing Party (as applicable, Parent or the Member’s Representative (each, the “Non-Preparing Party”)) for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty Non-Preparing Party’s review and comment no later than thirty (2030) days before prior to the due date thereoffor such return, and the Preparing Party will adopt (and update the relevant Tax Return for) all reasonable comments of Non-Preparing Party with respect to each such Reviewable Return to the extent such comments are delivered in writing by the Non-Preparing Party to the Preparing Party at least fifteen (15) days prior to the due date for such return. Seller If the Preparing-Party disputes any comments that the Non-Preparing Party provided in accordance with the foregoing provisions, the Preparing Party will provide prompt (but in no event less than two (2) days after delivery of the Non-Preparing Party’s comments) written notice to Non-Preparing Party of such objection, and the Preparing Party and Non-Preparing Party will negotiate in good faith to resolve all such matters for a period of seven (7) days from the date on which such notice of objection is so provided. If any such matter(s) remain unresolved after such 7-day period, the Preparing Party and Non-Preparing Party shall permit Acquiror submit such unresolved matter(s) to review the Independent Accounting Firm (or such other nationally recognized tax accounting firm (the “Other Firm”) as mutually agreed to by Parent and comment on the Members’ Representative, if the Independent Accounting Firm is unable or unwilling to resolve such matter) for resolution pursuant to procedures substantially similar to the procedures provided in Section 1.10(b)(iii), applied mutatis mutandis; provided, that the Independent Accounting Firm and (if applicable) the Other Firm shall be bound by and follow each specific agreement set forth herein with respect to Taxes (including the Tax Treatment, the Merger Consideration Allocation (as finally determined hereunder) and reporting of Transaction Tax Deductions). With respect to any dispute in respect of a Reviewable Return that is submitted to the Independent Accounting Firm or the Other Firm for resolution in accordance with the foregoing provisions, if the applicable matter is not resolved by the due date (as permissibly extended) of such Reviewable Return, the Preparing Party will be permitted to file such Tax Return prior as prepared by the Preparing Party (as updated for all matters not in dispute) by its extended due date and the Preparing Party will promptly amend such Tax Return to filingthe extent necessary to ensure that the Tax Return (as so amended) is prepared and filed consistent with the final determination of the Independent Accounting Firm or Other Firm, which comments Seller shall consider in good faithas applicable. If applicable, Acquiror and Company Notwithstanding the forgoing or any other provision of its Subsidiaries this Agreement, no income Tax Return of Parent, or a consolidated income Tax Return for a consolidated group including Parent, shall be responsible for signing and timely reviewable or require the consent of any Member before filing any such Tax Returns described in this Section 7.4(c)(i).Return. ​ 4855-0363-3265.v2 ​

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns that relate to any Pre-Closing Tax Period for the Company and its Subsidiaries that have not yet been filed as of the Closing Date, and shall timely file pay or cause to be filed all (A) Tax Returns of Company and its Subsidiaries (other than Combined timely paid any amount shown as due on such Tax Returns) , which are required for the avoidance of doubt, shall not include any payment obligation with respect to be filed (taking into account income allocated pursuant to any extensions income Tax Return of time to file) on Fresh Logistics, LLC, Bxxxxxxxx Juice Holdings, LLC, or prior Bxxxxxxxx Juice Products, LLC, to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods with respect to any period or portion thereof ending on or before the Closing Date which are to the extent such income must be reported under applicable law on a Tax Return of a Unitholder. To the extent the amount the Purchaser is required to be filed (taking into account any extensions of time to file) after the Closing Date, and shall pay or cause to be paid any pursuant to the previous sentence is less than the Pre-Closing Income Tax Amount, Purchaser shall promptly pay in cash the amount of such difference to the Representative (for the benefit of the Unitholders) and all Taxes due (taking into account any extensions of time to pay) with respect the extent the amount the Purchaser is required to pay or cause to be paid pursuant to the previous sentence is more than the Pre-Closing Income Tax Amount, the parties shall promptly cause the Escrow Agent to release from the Indemnity Escrow Amount an amount equal to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for excess to the payment of any such Taxes Purchaser unless and to the extent such Taxes were excess would not have been incurred but for the fact that a Transaction Tax Deduction was included in any reserve or liability for Taxes reflected in the calculation of Net Working Capitalthe Pre-Closing Income Tax Amount as deductible in a Pre-Closing Tax period but was properly deductible in a Tax period, or portion thereof, beginning after the Closing. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”prepared by Purchaser pursuant to this Section 10.01(c) shall be prepared in a manner that is consistent with prior the past custom and practice of the Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by and applicable Law; provided, however, that Purchaser may prepare and file, and nothing herein shall be read to prevent, an election pursuant to Section 754 of the Code with respect to Bxxxxxxxx Juice Products, LLC, with respect to the taxable period that includes the transactions contemplated by this Agreement. Seller shall deliver all such Pre-Closing Tax Returns (other than, for At least 30 days prior to the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on which each such Tax Return prior is due, to filingthe extent the Unitholders could be liable or responsible for any Taxes on such Tax Return or with respect to income allocated on such return including pursuant to this Agreement, which comments Seller the Purchaser shall consider in good faithsubmit such Tax Return (and all relevant work papers and other items required to understand such Tax Return or other items as reasonably requested by the Representative) to the Representative for the Representative’s review, comment and consent (not to be unreasonably withheld, conditioned or delayed). If applicablethe Representative has not consented to the filing of such Tax Returns, Acquiror and Company or the parties shall follow the procedures set forth in Section 1.08(b) to resolve any of its Subsidiaries shall be responsible disagreements with respect to such Tax Returns, including referring issues to the Dispute Resolution Auditor for signing and timely filing any Tax Returns described in this Section 7.4(c)(i)resolution.

Responsibility for Filing Tax Returns. Sellers will, at their own expense, prepare or cause to be prepared and timely file or cause to be timely filed (iA) The Parties acknowledge that the all Combined Tax Returns. (B) all other income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated each Company Group Member for all Pre-Closing Tax Periods (other than Straddle Periods) and (C) all Tax Returns of each a “Combined Tax Return” Company Group Member not described in clauses (A) and collectively the “Combined Tax Returns”(B) for Tax periods of Company and its Subsidiaries ending that are due to be filed on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with . With respect to such Combined any Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns Return described in which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and clause (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which are required to be filed (taking into account any extensions of time to file) after the Closing Date, and shall pay or cause to be paid any and all Taxes that is due (taking into account any extensions of time applicable extensions) to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse be filed after the Closing Date (“Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Prepared Tax Returns”) ), such Seller Prepared Tax Returns shall be prepared in a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is practice, except as otherwise required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) No later than 30 days prior to Acquiror at least twenty (20) days before the due date thereoffor such Seller Prepared Tax Return, Sellers will provide, or cause to be provided, Buyer with a draft of any such Seller Prepared Tax Returns. Seller shall permit Acquiror Buyer will have the right to review and comment on each any such Seller Prepared Tax Return; provided, that Sellers will not be required to request an extension of time for the filing of such Seller Prepared Tax Return and Sellers will have the right to file such Seller Prepared Tax Return even if Buyer has not completed its review of such Tax Return prior to filingReturn. If Buyer disputes any items shown on any such Seller Prepared Tax Return, which comments Buyer will notify Sellers within 10 days after receiving such Seller shall consider Prepared Tax Return. Sellers and Buyer will negotiate in good faithfaith and use commercially reasonable efforts to resolve any disputed items. If applicableSellers shall timely file, Acquiror and Company or any of its Subsidiaries shall cause to be responsible for signing and timely filing filed, any Tax Returns described in clauses (B) and (C) of this Section 7.4(c)(i6.8(b) with the appropriate Governmental Entity and shall timely pay, or cause to be paid, such Taxes reported as due and payable on any such Tax Returns (and any other Tax Return described in clause (A) hereof).

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that the income Seller’s Representative shall, at its expense, prepare, or cause to be prepared, and operations of Company and its Subsidiaries shall file, or cause to be included in the consolidatedfiled, unitary or combined on a timely basis all Tax Returns of due before the Xxxxxxx US Affiliated Group (each a “Combined Closing Date and all Pass-Through Tax Return” and collectively Returns with respect to the “Combined Tax Returns”) Relevant Entities for Tax taxable periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Date which are first due (taking into account any applicable extensions) to be filed after the Closing Date (a “Seller or their Affiliates Return”). Buyer shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared prepared, and shall timely file file, or cause to be filed filed, on a timely basis all (A) Pass-Through Tax Returns of Company required to be filed for the Relevant Entities for a Straddle Period, (collectively the “Buyer Return”). The Seller Returns and its Subsidiaries (other than Combined Buyer Returns are hereinafter referred to as “Applicable Tax Returns”. At least thirty (30) days prior to the date on which are such Applicable Tax Return is required to be filed (taking into account any extensions consideration applicable extensions), the Party preparing such Applicable Tax Returns (the “Preparing Party”) shall provide a copy of time to file) on or prior such Applicable Tax Return to the Closing Date and other Party (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returnsthe “Reviewing Party”) for Tax periods ending on or before the Closing Date which are required its review, comment and approval (not to be filed (taking into account any extensions of time to file) after the Closing Dateunreasonably withheld, and shall pay conditioned or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to such Tax Returns described in this sentencedelayed); provided, however, that Acquiror shall promptly reimburse Seller for if such Applicable Tax Return is required to be filed within ninety (90) days following the payment Closing Date or end of any the relevant taxable period, the Preparing Party will provide a copy of such Taxes Tax Applicable Tax Return to the extent Reviewing Party as soon as commercially reasonable. The Reviewing Party shall provide any comments to such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Applicable Tax Returns described in within fifteen (15) days after the preceding sentence (delivery of such Applicable Tax Returns. In connection with the Reviewing Party’s review, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) shall be prepared in a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined Preparing Party will provide or cause to be incorrect provided promptly to the Reviewing Party any information reasonably requested by the applicable Governmental Authority or a contrary treatment is required by applicable LawReviewing Party. Seller shall deliver all If the Reviewing Party submits comments to the Preparing Party within such Pre-Closing Tax Returns (other thanreview period, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller Preparing Party shall consider in good faithfaith and incorporate any reasonable comments from the Reviewing Party. If applicablethe Reviewing Party does not submit comments within such review period, Acquiror and Company or any of its Subsidiaries shall then the Reviewing Party will be responsible for signing and timely filing any deemed to have approved such Tax Returns described in this Section 7.4(c)(i)Returns.

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that Seller shall include the income of the Copley Midwest Subsidiaries on Seller’s consolidated federal and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined state Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax all periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account any extensions of time to file) on or prior to through the Closing Date and (B) income and franchise (in lieu of pay any federal or state Taxes attributable to such income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax . For all taxable periods ending on or before the Closing Date which are required to be filed (taking into account any extensions of time to file) after the Closing Date, Seller shall cause the Copley Midwest Subsidiaries to join in Seller’s consolidated federal or state Tax Return and, in jurisdictions requiring separate reporting, to file separate company state and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to local Tax Returns. All such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) shall be prepared and filed by Seller in a manner consistent with prior practice of Company past practice, except as required by a change in applicable Law. Buyer shall cause the Copley Midwest Subsidiaries to furnish information to Seller as reasonably requested by Seller to allow Seller to satisfy its obligations under this Section 5.10. Buyer shall, and its Subsidiaries unless a past practice has been finally determined shall cause it Affiliates to, consult and cooperate with Seller as to any elections to be incorrect by made on Tax Returns of any Copley Midwest Subsidiary for periods ending on or before the applicable Governmental Authority or a contrary treatment is Closing Date; provided, that, except as required by applicable Law. , Seller shall deliver not cause any new or different elections to be made if such elections would be reasonably expected to have a Material Adverse Effect on the Copley Midwest Business, taken as a whole. Buyer and Seller agree to report all such Pretransactions not in the Ordinary Course of Business occurring on the Closing Date after Buyer’s purchase of the stock of the Copley Midwest Subsidiaries on Buyer’s federal income Tax Return to the extent permitted by Reg. §1.1502-76(b)(1)(ii)(B). Buyer agrees to indemnify Seller for any additional Tax owed by Seller (including Tax owed by Seller due to this indemnification payment) resulting from any transaction engaged in by the Copley Midwest Subsidiaries not in the Ordinary Course of Business occurring on the Closing Date after Buyer’s purchase of the stock of the Copley Midwest Subsidiaries. Buyer shall cause the Copley Midwest Subsidiaries to file Tax Returns (for all periods other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days than periods ending on or before the due date thereof. Closing Date; provided, that, with respect to any Straddle Period, Buyer shall provide Seller shall permit Acquiror with a reasonable opportunity to review and comment consult with Buyer on each any such Tax Return prior to filingReturns and shall incorporate such changes as Buyer, which comments Seller shall consider in its exercise of good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i)determines are not unreasonable.

Responsibility for Filing Tax Returns. (ic) The Parties acknowledge that . Buyer shall prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined appropriate Tax authority all Tax Returns of required to be filed after the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing DateClosing, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns; provided, that the Seller Parties shall reimburse Buyer (in accordance with the procedures set forth in Sections 7.7(a)(4)) for any amount owed by the Seller Parties pursuant to Sections 7.7(a)(1) and 7.7(a)(3) with respect to the taxable periods covered by such Tax Returns. Acquiror shall have no rights to prepareNotwithstanding the foregoing, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. the Seller Parties shall prepare or cause to be prepared and shall timely file or cause to be filed with the appropriate Tax authority all (A) federal, state, and local partnership Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) which are required NEG Holding with respect to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which are required effective time of the Closing. At least thirty (30) days prior to be filed (taking into account the due date for the filing of any extensions such Tax Return, the Buyer shall provide a copy of time such Tax Return to file) the Seller Parties for their review. The Seller Parties shall have the right to review such Tax Returns prior to the filing of such Tax Returns and, within ten days after the Closing Datedate of receipt by the Seller Parties of any such Tax Returns, and shall pay or cause to be paid request in writing any and all Taxes due (taking into account any extensions of time to pay) with respect reasonable changes to such Tax Returns. The Seller Parties and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Returns and mutually to consent to the filing as promptly as possible of such Tax Returns. In the event the parties are unable to resolve any dispute within ten days after Buyer has received the Seller Parties’ written request for changes, then any disputed issues shall be immediately submitted to an Arbiter selected pursuant to the procedure set forth in Section 1.3(c) to resolve in a final binding matter prior to the due date for such Tax Returns. The fees and expenses of the Arbiter shall be shared equally between the Sellers Parties and Buyer. Fees for preparation of Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”paragraph Section 7.7(b)(1) shall be prepared in a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect borne by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i)Buyer.

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller Sellers shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) income Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account any extensions of time to file) on by or prior with respect to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) Acquired Companies for all Tax periods ending on or before the Closing Date which are have not been filed as of the Closing Date. In order to facilitate preparation of such Tax Returns, Buyer shall, within a reasonable period of time after the Sellers’ written request, provide the Sellers with such information as the Sellers shall identify that is reasonably necessary for preparing such Tax Returns. The Sellers shall provide each such Tax Return to Buyer at least fifteen (15) days prior to the due date (including extensions) thereof, and shall reflect any reasonable comments of Buyer thereto. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns required to be filed by or with respect to the Acquired Companies for all periods other than those described in the first sentence of this Section 11.1(d). Buyer shall provide each such Tax Return for a Pre-Closing Tax Period to the Sellers at least fifteen (taking into account any extensions of time 15) days prior to filethe due date (including extensions) after the Closing Datethereof, and shall pay or cause reflect any reasonable comments of the Sellers thereto. In order to be paid any and all Taxes due (taking into account any extensions facilitate preparation of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excludingthe Sellers shall, within a reasonable period of time after Buyer’s written request, provide Buyer with such information as Buyer shall identify that is reasonably necessary for the avoidance of doubt, Combined preparing such Tax Returns, “. Buyer shall not file any amended Tax Return with respect to the Acquired Companies for ay Pre-Closing Tax Returns”) shall be prepared in a manner consistent with prior practice Period that could increase the liability of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other than, Sellers for Taxes without the avoidance written consent of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i)Sellers.

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller shall Parent will prepare or cause to be prepared prepared, and shall timely file or cause to be filed as soon as reasonably practicable, all (A) Tax Returns for the Surviving Corporation and each of Company and its Subsidiaries (other than Combined with respect to each Pre-Closing Tax Returns) which are required to be Period that have not been filed (taking into account any extensions as of time to file) or on or prior to the Closing Date and (B) income and franchise (in lieu of income) all Tax Returns for all Straddle Periods of Company the Surviving Corporation and each of its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which are required to be filed (taking into account any extensions of time to file) after the Closing Date, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to Subsidiaries. All such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) shall will be prepared in a manner consistent with prior the past custom and practice of the Company and its Subsidiaries Subsidiaries, unless a there is no applicable past practice has been finally determined to be incorrect by the applicable Governmental Authority practice, or a contrary treatment is as otherwise required by a change in applicable Lawlaw. Seller shall deliver all Neither the Company nor any of its Subsidiaries will waive any carryback of any net operating loss, capital loss or credit on any such Tax Return. At least 30 days prior to the due date (taking into account any applicable extensions) of each Tax Return with respect to any Pre-Closing Tax Returns Period or Straddle Period, Parent will submit such Tax Return to the Stakeholder Representative to provide the Stakeholder Representative with an opportunity to comment on such Tax Return. If Parent agrees to all comments on a Tax Return provided by the Stakeholder Representative pursuant to the previous sentence, then such Tax Return shall be filed consistent with such comments. If Parent does not agree to one or more of such comments, then Parent and the Stakeholder Representative shall attempt to resolve their disagreement in good faith; but if Parent and the Stakeholder Representative are unable to reach agreement as to such Tax Return within 10 days after the applicable comments were provided by the Stakeholder Representative to Parent, then the dispute (other than, a “Tax Return Dispute”) shall be submitted to the Accounting Firm for resolution in a manner consistent with Section 2.06(d) (substituting the avoidance of doubt, Combined words “Tax Returns) Return” for “Closing Statement”). If the Accounting Firm renders its decision prior to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each (taking into account any applicable extensions) for such Tax Return, then such Tax Return shall be filed consistent with the determination of the Accounting Firm as soon as is reasonably practicable. If a Tax Return Dispute is not resolved prior to filingthe due date (taking into account any applicable extensions) for the applicable Tax Return, which comments Seller shall consider in good faith. If applicablethen, Acquiror and Company or any of its Subsidiaries such Tax Return shall be responsible for signing filed in the form directed by Parent on or prior to such due date, and timely filing any upon resolution of the Tax Returns described Return Dispute by the Accounting Firm, to the extent the Tax Return so filed is inconsistent with the determination of the Accounting Firm, an amended Tax Return shall be filed as soon as practicable after the Accounting Firm renders its decision and in this a manner consistent with the determination of the Accounting Firm. The party that loses such Tax Return Dispute shall bear the costs of the Accounting Firm, consistent with the principles of Section 7.4(c)(i2.06(d).

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that Sellers’ Representative shall prepare, or cause to be prepared, and file, or cause to be filed, on a timely basis all Tax Returns with respect to the income and operations of Company Target and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax taxable periods of Company and its Subsidiaries ending on or prior to the Closing DateDate (a “Pre-Closing Tax Period”). Buyer shall prepare, or cause to be prepared, and Seller file, or their Affiliates shall pay any and cause to be filed, on a timely basis all Taxes due other Tax Returns with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company Target and its Subsidiaries are includedfor taxable periods beginning after the Closing Date (a “Post-Closing Tax Period”). Seller Buyer shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) Tax Returns of Company with respect to Target and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before which begin in the Pre-Closing Date which are required to be filed (taking into account any extensions of time to file) Tax Period and end after the Pre-Closing Date, and Tax Period (a “Straddle Period”). Sellers shall pay or cause to be paid Buyer, no later than five (5) Business Days after any and all Taxes due (taking into account any extensions of time to pay) demand by Buyer, with respect to such Straddle Period Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for an amount equal to the payment portion of any such Taxes which relates to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”Period (as determined pursuant to Section 6(c)(ii) shall be prepared in hereof). In the case of any Tax Return with respect to a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other thanStraddle Period, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller Buyer shall permit Acquiror the Sellers’ Representative to review and comment on each such Tax Return prior to filingfiling and shall give due regard to any such comments. Other than Tax Returns with respect to Straddle Periods that Buyer is obligated to prepare pursuant to this section, which comments Seller neither Buyer nor Target nor its Subsidiaries shall consider in good faith. If applicable, Acquiror and Company file any Tax Return or amended Tax Return with respect to Target or any of its Subsidiaries for any Pre-Closing Period without the prior written consent of Sellers’ Representative, which shall not be responsible for signing and timely filing any Tax Returns described unreasonably withheld, delayed or conditioned. Notwithstanding anything to the contrary in this Section 7.4(c)(i6(c)(i), if Buyer is notified in writing by a Governmental Entity that Target or any of its Subsidiaries is required to file a Tax Return for any Pre-Closing Tax Period that Sellers’ Representative did not file or cause to be filed, Buyer may file such Tax Return any time following the expiration of the five (5) Business Day period following written notice to Sellers’ Representative of Buyer’s intention to file such Tax Return.

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that Parent shall timely pay or cause to be paid all Taxes of or with respect to the Company and its assets, income and operations of that are imposed on the Company and its Subsidiaries shall be included in the consolidated, unitary attributable to or combined allocable to any Pre-Closing Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax ReturnsPeriod. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller Purchaser shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) any Tax Returns of the Company and its Subsidiaries (other than Combined for Tax Returns) periods which are required to be filed (taking into account any extensions of time to file) on or prior to begin before the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before end after the Closing Date (the “Straddle Period”). Any Tax Returns for any Straddle Period shall be prepared consistent with past procedures and practices and accounting methods of the Company, except as required by applicable Law. Parent shall pay to Purchaser no later than five (5) days prior to the due date of the payment 31 of such Taxes with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date. For purposes of this Section 6.04(a), in the case of any Taxes that are required to be filed imposed on a periodic basis and are payable for a Taxable period that includes (taking into account any extensions of time to filebut does not end on) after the Closing Date, and the portion of such Tax which relates to the portion of such Taxable period ending on the Closing Date shall pay (x) in the case of any Taxes other than Taxes based upon or cause related to income or receipts, be deemed to be paid the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and all Taxes due (taking ends after the Closing Date shall be taken into account any extensions of time as though the relevant Taxable period ended on the Closing Date. All determinations necessary to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes give effect to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) foregoing allocations shall be prepared made in a manner consistent with prior practice of the Company. The Purchaser shall timely pay or cause to be paid all Taxes of or with respect to the Company and its Subsidiaries unless a past practice has been finally determined attributable to be incorrect by or allocable to any period following the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i)Closing.

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller Sellers’ Representative shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) Tax Returns of Company for the Holding Companies and its their Subsidiaries (other than Combined Tax Returns) which that are required to be filed (taking into account any extensions of time to file) on or prior to after the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for any Tax periods ending on or before the Closing Date which are required to be filed (taking into account any extensions of time to file) after the Closing Date, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax ReturnsPeriods”) shall be prepared ), in a manner consistent accordance with the prior custom and practice of Company and its Subsidiaries unless a past practice has been finally determined such entities in filing their Tax Returns except to be incorrect by the applicable Governmental Authority or a contrary treatment is extent required by applicable Law. Seller , and Buyer shall deliver all file or cause to be filed such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least in a timely manner. As soon as reasonably practicable and in no event less than twenty (20) days before prior to the due date thereof. Seller for filing any such Tax Return, Sellers’ Representative shall permit Acquiror Buyer to review and comment on each such Tax Return Return. Within ten (10) days of receipt of any such Tax Return, Buyer shall provide its comments to such Tax Return. Sellers’ Representative shall incorporate any reasonable comments of Buyer, and Sellers’ Representative and Buyer shall endeavor in good faith to resolve any disputes with respect to such comments prior to filingfiling any such Tax Return. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Holding Companies and their Subsidiaries for Straddle Periods, which in accordance with the prior custom and practice of such entities in filing their Tax Returns except to the extent required by applicable Law. As soon as reasonably practicable and in no event less than twenty (20) days prior to the due date for filing any such Tax Return for a Straddle Period, Buyer shall permit Sellers’ Representative to review and comment on each such Tax Return. Within ten (10) days of receipt of any such Tax Return, Sellers’ Representative shall provide its comments Seller to such Tax Return. Buyer shall consider incorporate any reasonable comments of Sellers’ Representative, and Sellers’ Representative and Buyer shall endeavor in good faith. If applicable, Acquiror and Company or faith to resolve any of its Subsidiaries shall be responsible for signing and timely disputes with respect to such comments prior to filing any such Tax Return. Buyer shall timely pay (or cause to be paid) all Taxes relating to Tax Returns described in covered by this Section 7.4(c)(i6.8(b), and the U.S. Partnerships or the Sellers (or the MIPC Sellers in the case of Tax Returns of MIPC, and PGGM in the case of Tax Returns of PGGM Blocker) on behalf of the U.S. Partnerships shall reimburse Buyer for payment of any such Taxes if and to the extent the same are Pre-Closing Taxes (except to the extent that any such Pre-Closing Taxes are reflected in the computation of the Final Purchase Price). Upon reasonable request, Buyer, the U.S. Partnerships and Sellers shall cooperate with one another in regard to Tax compliance and reporting matters.

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller Sellers shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) income Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account any extensions of time to file) on by or prior with respect to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) Acquired Companies for all Tax periods ending on or before the Closing Date which are have not been filed as of the Closing Date. In order to facilitate preparation of such Tax Returns, Buyer shall, within a reasonable period of time after the Sellers’ written request, provide the Sellers with such information as the Sellers shall identify that is reasonably necessary for preparing such Tax Returns. The Sellers shall provide each such Tax Return to Buyer at least fifteen (15) days prior to the due date (including extensions) thereof, and shall reflect any reasonable comments of Buyer thereto. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns required to be filed by or with respect to the Acquired Companies for all periods other than those described in the first sentence of this Section 11.1(d). Buyer shall provide each such Tax Return for a Pre-Closing Tax Period to the Sellers at least fifteen (taking into account any extensions of time 15) days prior to filethe due date (including extensions) after the Closing Datethereof, and shall pay or cause reflect any reasonable comments of the Sellers thereto. In order to be paid any and all Taxes due (taking into account any extensions facilitate preparation of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excludingthe Sellers shall, within a reasonable period of time after Xxxxx’s written request, provide Buyer with such information as Buyer shall identify that is reasonably necessary for the avoidance of doubt, Combined preparing such Tax Returns, “. Buyer shall not file any amended Tax Return with respect to the Acquired Companies for ay Pre-Closing Tax Returns”) shall be prepared in a manner consistent with prior practice Period that could increase the liability of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other than, Sellers for Taxes without the avoidance written consent of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i)Sellers.

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller Purchaser shall prepare or cause to be prepared and shall timely file or cause to be timely filed all (A) Tax Returns of Company the Corporation and its Subsidiaries (other than Combined Tax Returns) subsidiaries which are required to be filed (taking into account any extensions of time to file) on or prior to after the Closing Date and (B) income and franchise (in lieu of income) Date. All such Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax that include periods ending on or before the Closing shall be prepared on a consistent basis with past practice, but in any event in accordance with applicable Law. The Purchaser shall claim maximum discretionary deductions permitted under the Tax Act in order to mitigate any cash tax liability. The Purchaser, the Corporation and their Affiliates shall control all disputes and contests with taxing authorities regarding their liability for Taxes, audits of their Tax Returns and administrative or judicial proceedings relating to liabilities for Taxes imposed for a taxation period ending on or before the Closing Date which are required to be filed (taking into account any extensions of time to filea "PRE-CLOSING TAX PERIOD") or a taxation period that begins before and ends after the Closing DateDate (a "STRADDLE PERIOD") and may take all action with respect thereto with the consent and approval of the Vendor and FuelCell. In the event that a proceeding or audit is commenced against the Corporation, the Purchaser shall promptly notify the Vendor of such proceeding or audit. Furthermore, the Purchaser, the Corporation and shall pay or cause to be paid any their Affiliates must consult in good faith with the Vendor and all Taxes due (taking into account any extensions of time to pay) FuelCell with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment contest and settlement of any such claim for Taxes for which a claim for indemnification would be available under Article 9 hereof. Failure by the Purchaser, the Corporation or their Affiliates to so consult under this Section 10.6(1) will adversely affect the rights of indemnification available under Article 9 to the extent such that the Vendor and FuelCell are prejudiced thereby. The Purchaser, the Corporation and their Affiliates will not settle, or agree to any adjustment with respect to, any Claim relating to Taxes were included in any reserve for which a claim for indemnification would be available under Article 9 without the prior written consent of the Vendor and FuelCell (which shall not be unreasonably withheld or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) shall be prepared in a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(idelayed).

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared and shall timely file or cause to be timely filed all (A) Tax Returns of for the Company and its Subsidiaries (other than Combined for all Tax Returns) which are Periods ending on or before the Closing Date, including any state income or sales Tax returns required to be filed (taking into account any extensions of time to file) on or prior to by the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods Periods ending on or before the Closing Date which are required to be that were not previously filed during such periods (taking into account any extensions of time to file) after the Closing Dateeach, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, a “Final Pre-Closing Tax Returns”) Return” ). Unless otherwise required by applicable Law, the Acquiror shall be prepared prepare such Final Pre-Closing Tax Returns in a manner consistent with prior the past practice of Company the Company. Each Final Pre-Closing Tax Return shall be submitted to the Stockholder Representative for review and its Subsidiaries unless a past practice has been finally determined comment at least 20 days prior to be incorrect the due date of such Final Pre-Closing Tax Return (including extensions), and Acquiror shall consider in good faith any reasonable comments made by the applicable Governmental Authority or a contrary treatment is required by applicable LawStockholder Representative prior to the filing of such Tax Return. Seller Acquiror shall deliver be entitled to recover all such reasonable out-of-pocket cost and expenses incurred in connection with the preparation and filing of the Final Pre-Closing Tax Returns from the Escrow Fund. Acquiror shall prepare and timely file (other thanor cause to be prepared and timely filed) all Tax Returns of the Company (each, an “Acquiror Prepared Tax Return” ) for any Straddle Period. Unless otherwise required by applicable Law, Acquiror shall prepare such Acquiror Prepared Tax Returns in a manner consistent with the avoidance past practices of doubt, Combined the Company. Acquiror shall submit such Acquiror Prepared Tax Returns) Returns to Acquiror the Stockholder Representative for review and comment at least twenty (20) 20 days before prior to the due date thereof. Seller shall permit Acquiror to review and comment on each of such Tax Return prior to filing(including extensions), which comments Seller and Acquiror shall consider in good faith. If applicable, Acquiror and Company or faith any reasonable comments made by the Stockholder Representative prior to the filing of its Subsidiaries shall be responsible for signing and timely filing any such Tax Returns described in this Section 7.4(c)(i)Return.

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that Public Company shall include the income and operations of the Company and its Subsidiaries shall be included for taxable years (or portions thereof) ending on or before the Closing Date (including any deferred intercompany items described in Treasury Regulations Section 1.1502-13 and any excess loss accounts taken into income under Treasury Regulations Section 1.1502-19) in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated any Public Company Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect attributable to such Combined Tax Returnsincome. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. The Seller shall prepare and timely file, or cause to be prepared and shall timely file or cause to be filed all filed, (A) all Tax Returns of with respect to any Public Company and its Subsidiaries Group for taxable years or periods ending before or including the Closing Date (collectively, the “Public Company Group Returns”), (B) all other than Combined income Tax Returns) which are Returns required to be filed (taking into account by the Company or any extensions of time to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax with respect to taxable years or periods ending on or before the Closing Date which are Date, and (C) all other Tax Returns required to be filed (taking into account by the Company or any extensions of time its Subsidiaries that are due prior to file) after the Closing Date, and shall pay or cause to be paid any and all Taxes due Date (taking into account any extensions of time to pay) with respect to such Tax Returns those returns described in this sentence; providedclauses (B) and (C), howevercollectively, that Acquiror shall promptly reimburse the “Seller for the payment of any such Taxes Prepared Returns”). All Public Company Group Returns (to the extent such Taxes were included in any reserve or liability for Taxes reflected in reporting the calculation operations of Net Working Capital. All Tax the Company and its Subsidiaries) and Seller Prepared Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) shall be prepared in a manner consistent with past practice and, not less than sixty (60) days prior practice to their due date (after applicable extensions), all Seller Prepared Returns shall be submitted for Buyer’s review. Buyer acknowledges that, to the extent permissible under applicable Law, (i) any items described in the definition of Transaction Tax Deductions shall be deducted for income tax purposes on the Public Company Group Returns for the portion of the U.S. federal income tax period of the Company and its Subsidiaries unless a past practice has been finally determined to ending on the Closing Date and, accordingly, shall be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other than, for the avoidance benefit of doubtthe Public Company, Combined Tax Returnsand (ii) the Company shall make the election under Revenue Procedure 2011-29 with respect to Acquiror at least twenty the U.S. federal income tax period ending on the Closing Date to apply the seventy percent (2070%) days before safe harbor to any “success-based fee” as defined in Treasury Regulations Section 1.263(a)-5(f). To the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and extent the Company or any of its Subsidiaries is required to file any Seller Prepared Returns after the Closing Date, the Buyer shall cause such Tax Returns to be responsible for signing properly and timely filing filed. The Seller shall timely pay, or cause to be timely paid, all Taxes due with respect to any Tax Public Company Group Returns described or Seller Prepared Returns to the extent such Taxes were not taken into account in this Section 7.4(c)(i)the determination of Final Transaction Consideration.

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns that relate to any Pre-Closing Tax Period for the Company and its Subsidiaries that have not yet been filed as of the Closing Date, and shall timely file pay or cause to be filed all (A) Tax Returns of Company and its Subsidiaries (other than Combined timely paid any amount shown as due on such Tax Returns) , which are required for the avoidance of doubt, shall not include any payment obligation with respect 45 to be filed (taking into account income allocated pursuant to any extensions income Tax Return of time to file) on Fresh Logistics, LLC, Xxxxxxxxx Juice Holdings, LLC, or prior Xxxxxxxxx Juice Products, LLC, to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods with respect to any period or portion thereof ending on or before the Closing Date which are to the extent such income must be reported under applicable law on a Tax Return of a Unitholder. To the extent the amount the Purchaser is required to be filed (taking into account any extensions of time to file) after the Closing Date, and shall pay or cause to be paid any pursuant to the previous sentence is less than the Pre-Closing Income Tax Amount, Purchaser shall promptly pay in cash the amount of such difference to the Representative (for the benefit of the Unitholders) and all Taxes due (taking into account any extensions of time to pay) with respect the extent the amount the Purchaser is required to pay or cause to be paid pursuant to the previous sentence is more than the Pre-Closing Income Tax Amount, the parties shall promptly cause the Escrow Agent to release from the Indemnity Escrow Amount an amount equal to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for excess to the payment of any such Taxes Purchaser unless and to the extent such Taxes were excess would not have been incurred but for the fact that a Transaction Tax Deduction was included in any reserve or liability for Taxes reflected in the calculation of Net Working Capitalthe Pre-Closing Income Tax Amount as deductible in a Pre-Closing Tax period but was properly deductible in a Tax period, or portion thereof, beginning after the Closing. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”prepared by Purchaser pursuant to this Section 10.01(c) shall be prepared in a manner that is consistent with prior the past custom and practice of the Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by and applicable Law; provided, however, that Purchaser may prepare and file, and nothing herein shall be read to prevent, an election pursuant to Section 754 of the Code with respect to Xxxxxxxxx Juice Products, LLC, with respect to the taxable period that includes the transactions contemplated by this Agreement. Seller shall deliver all such Pre-Closing Tax Returns (other than, for At least 30 days prior to the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on which each such Tax Return prior is due, to filingthe extent the Unitholders could be liable or responsible for any Taxes on such Tax Return or with respect to income allocated on such return including pursuant to this Agreement, which comments Seller the Purchaser shall consider in good faithsubmit such Tax Return (and all relevant work papers and other items required to understand such Tax Return or other items as reasonably requested by the Representative) to the Representative for the Representative’s review, comment and consent (not to be unreasonably withheld, conditioned or delayed). If applicablethe Representative has not consented to the filing of such Tax Returns, Acquiror and Company or the parties shall follow the procedures set forth in Section 1.08(b) to resolve any of its Subsidiaries shall be responsible disagreements with respect to such Tax Returns, including referring issues to the Dispute Resolution Auditor for signing and timely filing any Tax Returns described in this Section 7.4(c)(iresolution. (d).

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that the income and operations of Company and Buyer will, at its Subsidiaries shall be included in the consolidatedown cost, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared prepared, and shall timely file or cause to be filed timely filed, all (A) Tax Returns for the Target Companies for any Pre-Closing Tax Period or Straddle Period the due date of Company and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account any extensions of time to file) on or prior to is after the Closing Date and (B) income and franchise (in lieu of income) but, for any such Tax Returns of Company and its Subsidiaries (other than Combined Return with respect to a Pre-Closing Tax Returns) for Tax periods ending on or before the Closing Date which are required Period, only if not filed prior to be filed (taking into account any extensions of time to file) after the Closing DateClosing. Buyer will timely pay, and shall pay or cause to be paid timely paid, any and all Taxes amount shown as due (taking into account any extensions of time to pay) on such Tax Returns. All such Tax Returns that are with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) shall Periods will be prepared in a manner consistent with prior the past custom and practice of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is Target Companies, except as otherwise required by a change in applicable Law. Seller shall deliver ; provided that, with respect to the preparation and filing of the Tax Returns under this Section 9.09(a)(i) with respect to Income Taxes, (A) such Tax Returns will reflect all such applicable Tax deductions for Transaction Tax Deductions in the Pre-Closing Tax Returns Period so long as such Transaction Tax Deductions are “more likely than not” deductible (other thanor deductible at a higher confidence level) in the Pre- Closing Tax Period of the Target Companies and, for that purpose, the avoidance parties hereto agree that the safe-harbor election of doubtRev. Proc. 2011-29 will be made with respect to any Transaction Tax Deduction that is a success-based fee, Combined Tax Returns(B) to Acquiror any financing or refinancing arrangements entered into at least twenty (20) days before any time by or at the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company direction of Buyer or its Affiliates or any other transactions entered into by or at the direction of Buyer or its Subsidiaries shall Affiliates in connection with the transactions contemplated hereby will not be responsible for signing taken into account in the Pre-Closing Tax Period and timely filing (C) any items of income, gain, loss and deduction attributable to transactions outside the ordinary course of business on the Closing Date after the time of the Closing will not be taken into account in the Pre-Closing Tax Returns described in this Section 7.4(c)(i).Period. Buyer will 59 LEGAL02/39540989v11

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller Equityholder Representative shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) income and franchise Tax Returns of (including Schedules K-1), for the Company and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which are required to be filed (taking into account any extensions of time to file) after the Closing Date, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Periods (other than Straddle Periods) and Purchaser shall cooperate, to the extent required, in filing such income Tax Returns”) . All such Tax Returns shall be prepared in a manner reasonably consistent with prior the past practice of the Company and its Subsidiaries Subsidiaries, unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is otherwise required by applicable Law. Seller At least ten (10) days prior to the due date for filing such Tax Returns, the Equityholder Representative shall deliver drafts to Purchaser of any such Tax Returns, and the Equityholder Representative shall cause such Tax Returns to reflect any reasonable comments of Purchaser. The Equityholder Representative shall cause the Company to make an election under Code Section 754 (and any corresponding state Tax election) in connection with the income Tax Return of the Company for the Tax period ending on the Closing Date. To the maximum extent permitted by applicable Law, all such Transaction Tax Deductions shall be claimed on the federal and state income Tax Returns of the Company (or, as applicable, its Subsidiaries or Blocker) for the Pre-Closing Tax Returns (other thanPeriod ending on the Closing Date, for which purpose the avoidance Equityholder Representative shall be permitted to cause the Company to make the election for success-based fees set forth in IRS Revenue Procedure 2011-29. Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed all other Tax Returns for Blocker, the Company and its Subsidiaries for all Pre-Closing Tax Periods and Straddle Periods that are due after the Closing Date. All such Tax Returns shall be prepared reasonably consistent with the past practice of doubtBlocker, Combined Tax Returns) to Acquiror at the Company and its Subsidiaries, as applicable. At least twenty ten (2010) days before prior to the due date thereof. Seller shall permit Acquiror to review and comment on each for filing such Tax Return prior Returns, Purchaser shall deliver drafts to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or the Equityholder Representative of any of its Subsidiaries shall be responsible for signing and timely filing any such Tax Returns described in showing amounts for which Equityholders or their beneficial owners could be liable under this Section 7.4(c)(i)Agreement. Purchaser shall cause such Tax Returns to reflect any reasonable comments of the Equityholder Representative to the extent such comments relate to amounts for which Equityholders or their beneficial owners could be liable under this Agreement.

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries Seller Representative shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared prepared, and shall timely file or cause to be timely filed at the expense of the Sellers, all (A) income and franchise Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) which are required to be filed by the Company with respect to any Pre-Closing Tax Period. Such Tax Returns shall be prepared consistently with the past practice of the Company, unless otherwise required by applicable Law. The Seller Representative shall submit such Tax Returns to Purchaser for Purchaser’s review and comment at least thirty (taking into account any extensions of time to file30) on or days prior to the Closing Date and due date (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returnswith applicable extensions) for such Tax periods ending on or before Return. Purchaser shall provide any written comments to the Closing Date which are required Seller Representative not later than ten (10) days after receiving any such Tax Return and, if Purchaser does not provide any written comments with ten (10) days, Purchaser shall be deemed to be filed (taking into account have accepted such Tax Return. The Parties hereto shall attempt in good faith to resolve any extensions of time to file) after the Closing Date, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) dispute with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Returns. If Purchaser and the Seller for the payment of any such Taxes Representative are unable to reach an agreement within ten (10) days after Purchaser provides written comments to the extent such Taxes were included in any reserve or liability for Taxes reflected in Seller Representative, the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) disputed items shall be prepared referred to the Independent Accounting Firm for resolution in a manner consistent accordance with prior practice of Company and its Subsidiaries unless a past practice has been finally determined Section 2.4(c). If the Independent Accounting Firm is unable to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days resolve any disputed items before the due date thereof. Seller shall permit Acquiror to review and comment on each for filing such Tax Return prior (after giving effect to filingvalidly obtained extensions of time to make such filings), which the Tax Return as prepared by the Seller Representative and incorporating all Purchaser comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing executed and duly and timely filing any filed with the appropriate Governmental Body. Upon the resolution by the Independent Accounting Firm of the disputed items, such Tax Returns described in Return shall be amended by Purchaser to reflect the Independent Accounting Firm’s resolution of such items, and such Tax Return, as revised to reflect such resolution shall be executed and duly and timely filed with the appropriate Governmental Body. For the purpose of this Section 7.4(c)(i7.2(c)(i), the costs, fees and expenses of the Independent Accounting Firm with respect to a disputed item shall be borne by the party against whom the Independent Accounting Firm resolves such disputed item.

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that the income Seller, at its sole cost and operations of Company expense, shall prepare and its Subsidiaries shall timely file, or cause to be included in the consolidatedprepared and timely filed, unitary or combined all Seller Group Tax Returns of for the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively Acquired Companies for all taxable periods. To the “Combined Tax Returns”) for Tax periods of extent that any Acquired Company and its Subsidiaries ending on or prior is permitted under applicable Law to treat the Closing DateDate as the last day of a taxable period in which the Closing occurs, Seller and Seller or Buyer shall treat (and shall cause their respective Affiliates shall pay any and all Taxes due to treat) the Closing Date as the last day of such taxable period with respect to such Combined Tax ReturnsAcquired Company. Acquiror For avoidance of doubt, Buyer shall have no rights right to prepare, review or comment on any such Combined Seller Group Tax Returns in which Company and its Subsidiaries are includedReturn. Seller Buyer shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) non-Seller Group Tax Returns for the Acquired Companies for all Pre-Closing Tax Periods which have not yet been filed as of Company and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) “non-Seller Group Tax Returns”). All such non-Seller Group Tax Returns shall be prepared and filed in a manner consistent with the past practice of Company and its Subsidiaries the Acquired Companies, except as otherwise required by applicable Law; provided that, (other than Combined Tax Returnsi) for Tax periods ending the avoidance of doubt and to the extent permitted by applicable law, all deductions related to or arising out the transactions contemplated by this Agreement shall be treated as arising on or before the Closing Date which are required to be filed (taking into account any extensions of time to file) after the Closing Date, and (ii) no Acquired Company shall pay waive any carryback of any net operating loss, capital loss or cause credit on any such Tax Return. At least 30 days prior to be paid any the date on which each such non-Seller Group Tax Return is due, Buyer shall submit such Tax Return (and all Taxes due (taking into account relevant work papers and other items required to understand such Tax Return or other items as reasonably requested by Seller) to Seller for Seller’s review, comment and approval, which shall not be unreasonably withheld, conditioned, or delayed. Buyer shall make the revisions requested by Seller to such Tax Returns. Seller and Buyer shall work together in good faith to resolve any extensions of time to pay) differences with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) shall be prepared in a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i10.01(a), provided that, to the extent there remains any disagreement between Seller and Buyer with respect to such Tax Returns, the procedures and rules set forth in the dispute resolution mechanism described in Section 1.05(d) shall govern. If any dispute with respect to a Tax Return is not resolved prior to the due date of such Tax Return, such Tax Return shall be filed in the manner prepared by Buyer without prejudice to the resolution of such dispute; provided that, once the resolution of such dispute has been determined, such Tax Returns shall be, if necessary, re-filed or amended to include the final determination of such dispute. Solely to the extent the Seller is responsible for such amounts pursuant to Section 10.01(j), Seller shall timely pay or cause to be timely paid all Taxes reflected as due on all Tax Returns described in this Section 10.01 attributable to any Pre-Closing Tax Period, no later than five (5) days after the due date for such Tax Returns. Buyer shall timely pay or cause to be timely paid all Taxes reflected as due on all non-Seller Group Tax Returns attributable to any Post-Closing Tax Period.

Responsibility for Filing Tax Returns. Seller shall prepare (ior cause to be prepared) The Parties acknowledge that and file (at the income and operations expense of Seller) all Income Tax Returns for the Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each that are for a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries tax period ending on or prior to the Closing Date, Date (each such Tax Return being a “Seller Return”). Seller shall provide each Seller Return to Buyer for review and Seller or their Affiliates approval to file at least twenty (20) Business Days prior to the filing thereof. Buyer shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which cause the Company and its Subsidiaries are includedto provide Seller (or its designee) with all necessary authorizations and documents to permit Seller (or its designee) to execute all such Seller Returns on behalf of the Company and its Subsidiaries. Seller The parties agree, at Xxxxx’s request, to make an election to restore the value of the stock of the Company and its Subsidiaries for purposes of computing the limitation under Section 382 of the Code, as applicable, and such election shall be made in accordance with the requirements provided for in Treasury Regulation Section 1.382-8(h) and in a manner satisfactory to Buyer. Buyer shall duly prepare all (or cause to be prepared prepared) and shall timely file (or cause to be filed filed) all (A) Tax Returns (other than any Seller Return) of the Company and its Subsidiaries (other than Combined Tax Returns) which that are required to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which are required to be filed due (taking into account any extensions of time to file) after the Closing DateDate (each such Tax Return being a “Buyer Return”). Buyer shall provide each material Buyer Return that relates to a Pre-Closing Tax Period (including any Straddle Period) to Seller for review as soon as practicable prior to the due date thereof; provided, that this sentence shall not apply to any Buyer Return that is a consolidated, affiliated or combined return and that includes Persons other than the Company or its Subsidiaries. Buyer shall consider Xxxxxx’s comments to any Buyer Return in good faith and to the extent they are not inconsistent with the parties’ agreements on Tax-related matters as set forth in this Agreement. With respect to any Seller Return, Seller shall timely pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) reported on such Seller Return, and, with respect to any Buyer Return, Seller shall, no less than five (5) days prior to the due date (including extensions) of such Tax Returns described in this sentence; providedBuyer Return, however, that Acquiror shall promptly reimburse Seller for pay or cause to be paid to Buyer the payment amount of any Taxes reported on such Buyer Return to the extent such Taxes are Pre-Closing Taxes, except, in each case, to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation determination of Net Working CapitalClosing Debt. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) shall be prepared in a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i).10.7

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that Member Representative shall, without cost to the income and operations of Company and or its Subsidiaries shall be included in or the consolidatedPurchaser, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared and the Company shall timely file or cause to be filed when due (taking into account all (Aextensions properly obtained) all income Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) which that are required to be filed (taking into account any extensions of time to file) on by or prior with respect to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax taxable years or periods ending on or before the Closing Date which are and required to be filed (taking into account any extensions of time to file) after the Closing Date(such Tax Returns, the “Seller Filed Tax Returns”), and the Members shall pay remit or cause to be paid remitted any and all Taxes due in respect of such income Tax Returns. Except for the Tax Returns described in the preceding sentence, the Purchaser shall file or cause to be filed when due (taking into account any all extensions of time properly obtained) all Tax Returns that are required to paybe initially filed after the Closing Date (taking into account extensions) by or with respect to the Company or any of its Subsidiaries for any taxable period beginning on or before the Closing Date (such Tax Returns described the “Purchaser Filed Tax Returns”), and the Purchaser shall remit or cause to be remitted any Taxes due in this sentence; providedrespect of such Tax Returns, however, provided that Acquiror shall promptly reimburse Seller to the extent such Taxes shown as due on any Purchaser Filed Tax Returns are for any taxable period ending on or prior to the Closing Date or for the payment portion of the Straddle Period, as determined pursuant to Section 7.11(c), ending on the Closing Date, then, subject to Section 7.11(b), such Taxes shall be payable solely from the Indemnity Escrow Amount upon the written request of the Purchaser to the Member Representative and Escrow Agent (which request shall set forth in reasonable detail the computation of the amount payable from the Indemnity Escrow Amount pursuant to this Section 7.11(a)), except to the extent (i) such Taxes were reflected as a current liability on the Final Adjustment Schedule and taken into account as an adjustment to the Purchase Price or (ii) Purchaser is bearing any such Taxes under Section 7.11(h). Purchaser shall pay to the Members any Taxes of the Company due in respect of a Seller Filed Tax Return that is required to be initially filed after the Closing Date (taking into account extensions) to the extent such Taxes were included in any reserve or reflected as a current liability for Taxes reflected in on the calculation Final Adjustment Schedule at least five (5) Business Days prior to the filing of Net Working Capitalsuch Seller Filed Tax Return. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”this Section 7.11(a) shall be prepared and filed in a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is unless otherwise required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i).

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller Buyer shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account any extensions of time to file) for the Acquired Companies for all periods ending on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or that are filed after the Closing Date that were not previously filed before the Closing Date which are required to be filed (taking into account any extensions of time to file) after the Closing Date, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to . All such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) shall be prepared in a manner consistent with prior practice, unless such prior practice of Company is not in accordance with applicable Law. Buyer and its Subsidiaries unless a past practice has been finally determined SNIH Stockholders agree that all Transaction Tax Deductions shall be treated as properly allocable to be incorrect by the applicable Governmental Authority or a contrary treatment is required Pre-Closing Tax Period to the extent permitted by applicable Law. Seller Subject to the foregoing, Buyer shall deliver include all such Pre-Closing Transaction Tax Deductions as deductions in the Income Tax Returns (other than, of the Acquired Companies for the avoidance taxable period that ends on the Closing Date to the extent deductible under applicable Law. Buyer shall not take any action, or to the extent within its control permit any action to be taken, other than the transactions expressly contemplated hereby, that may prevent the taxable year of doubtthe Acquired Companies from ending for federal and state Income Tax purposes at the end of the day on which the Closing occurs. To the extent the Transaction Tax Deductions are not fully utilized in the taxable year that ends on the Closing Date, Combined SNIH Stockholders, Buyer, and the Acquired Companies consent and agree that SNI Holdco shall elect to carry back any loss to prior taxable years to the fullest extent permitted by Law (using any available short-form or accelerated procedures and filing amended Tax Returns) Returns to Acquiror at least twenty (20) days before the due date thereofextent necessary), and Buyer shall prepare and timely file, or cause to be prepared and timely filed, any claim for refund resulting from such carryback as part of the preparation and filing of the Tax Returns described in this Section 11.3. Seller Buyer may rely on any instructions from Stockholders’ Representative. Buyer shall permit Acquiror SNIH Stockholders to review and comment on each such Tax Return described in the preceding sentence prior to filingfiling and shall make all changes as are reasonably, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i)requested by Stockholders’ Representative.

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries Buyer shall be included in the consolidated, unitary or combined engage MNP LLP to prepare all Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which that are required to be filed (taking into account any extensions of time to file) due after the Closing DateDate (collectively, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Buyer Prepared Pre-Closing Tax Returns”) ). Each Buyer Prepared Pre-Closing Tax Return shall be prepared consistent with the past practices of the Company, as applicable and for greater certainty, no deduction shall be claimed on such Tax Returns in respect of any expenses incurred for the benefit of the Sellers in respect of the Transaction. Notwithstanding the foregoing, in any such Tax Returns, the Company shall not deduct any amount in the nature of a reserve or claim any Tax credit that would require the Company to include in a taxable period ending after the Closing Date any amount of income, unless the Tax liability in respect of such income (determined as though such income were the only income or loss of the Company for the Tax period and without regard for the availability of any loss carryforwards or carrybacks) is taken into account in computing Working Capital. The Buyer shall provide a copy of such Buyer Prepared Pre-Closing Tax Return to the Sellers’ Representative for review and comment at least 30 days (10 days in the case of a non-income Tax Return) prior to the due date for filing such Tax Returns, and Buyer shall consider in good faith any reasonable comments provided by Sellers’ Representative on the Buyer Prepared Pre-Closing Tax Return. The Sellers’ Representative and Buyer shall work in good faith to resolve any disputes with respect to any Buyer Prepared Pre-Closing Tax Returns. If the Parties are unable to resolve a dispute, then such dispute shall be submitted to the Independent Accounting Firm to resolve such dispute in a manner consistent with prior practice of Company and its Subsidiaries unless the procedures for resolving disputed items set forth in Section 2.6(b). If a past practice has been finally determined Buyer Prepared Pre-Closing Tax Return is required to be incorrect filed prior to the resolution of a dispute, the Buyer Prepared Pre-Closing Tax Return shall be filed as determined by the applicable Governmental Buyer and such Tax Return shall be promptly amended if and to the extent required to reflect the final resolution of the dispute. The Buyer shall cause the Company to timely file all Buyer Prepared Pre-Closing Tax Returns. The Sellers shall timely pay to the appropriate Tax Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such any Taxes shown as due on the Buyer Prepared Pre-Closing Tax Returns (other than, if and only to the extent that a liability for the avoidance amount of doubtsuch Taxes was not included in Working Capital or such Taxes were not pre-paid by the Company or the Sellers prior to the Closing Date. The Company shall, Combined Tax Returns) to Acquiror at least twenty (20) days before and the due date thereof. Seller Buyer shall permit Acquiror to review cause the Company to, promptly and comment on each such timely execute a Buyer Prepared Pre-Closing Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i)the extent required by applicable Law.

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that the income Sellers’ Representative shall prepare, or cause to be prepared, and operations of Company and its Subsidiaries shall file, or cause to be included in the consolidatedfiled, unitary or combined on a timely basis all Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) with respect to Target for Tax taxable periods of Company and its Subsidiaries ending on or prior to the Closing Date (a “Pre-Closing Tax Period”), including those that are filed after the Closing Date, and Seller in a manner which is consistent with past practice except for changes in applicable Law or their Affiliates changes in fact. Sellers’ Representative shall pay any and all Taxes due with respect to provide such Combined Pre-Closing Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Period Tax Returns in (including supporting work papers and any other information reasonably requested by Buyer) to Buyer at least thirty (30) days prior to the date on which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) such Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account consideration applicable extensions) for its review and comment. Within ten (10) days after the receipt of any extensions Pre-Closing Tax Period Tax Return, Buyer will submit to Sellers’ Representative in writing any proposed changes to such Tax Return. Buyer and Sellers’ Representative will endeavor in good faith to resolve any differences with respect to the Pre-Closing Tax Period Tax Return within fifteen (15) days after Sellers’ Representative’s receipt of time written proposed changes from Buyer. Sellers shall timely pay all Target’s Taxes due and owing with respect to fileany Pre-Closing Tax Period Tax Return. In the case of any Tax Return for a Straddle Period, such Tax Returns shall be prepared by Buyer in a manner consistent with past practice except for changes in applicable Law or changes in fact. Buyer shall provide any Straddle Period Tax Returns (including supporting work papers and any other information reasonably requested by Sellers’ Representative) on or to Sellers’ Representative at least thirty (30) days prior to the Closing Date and (B) income and franchise (in lieu of income) date on which such Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which are required to be filed (taking into account any extensions of time to fileconsideration applicable extensions) for its review and comment. Within ten (10) days after the receipt of any Straddle Period Tax Return, Sellers’ Representative will submit to Buyer in writing any proposed changes to such Tax Return. Buyer and Sellers’ Representative will endeavor in good faith to resolve any differences with respect to the Straddle Period Tax Return within five (5) days after Buyer’s receipt of written proposed changes from Sellers’ Representative. Sellers’ Representative shall timely pay all Target Taxes due and owing with respect to any Pre-Closing DateStraddle Period as determined pursuant to Section 6(b)(iii). Any unresolved disputes regarding a Pre-Closing Tax Period Tax Return or Straddle Period Tax Return will be resolved by the Arbitrating Accountant (or another nationally recognized independent public accounting firm agreed upon by Buyer and Sellers’ Representative), the costs of which shall be borne by each Party in the percentage inversely proportionate to the percentage of the total amount of the total items submitted for dispute that are resolved in such Party’s favor. The determination of the Arbitrating Accountant shall be binding on the Parties. In the event the Arbitrating Accountant does not resolve any disputed issue prior to the due date for such Tax Return, then such Tax Return shall be filed as previously prepared by Sellers’ Representative or Buyer, as applicable, (reflecting any changes agreed to by Buyer and Sellers’ Representative) and Buyer shall pay or cause use reasonable efforts to file an amended Tax Return to reflect the Arbitrating Accountant’s final resolution of such disputed issue. Except as otherwise required by Law, without the prior written consent (such consent not to be paid unreasonably withheld, conditioned or delayed) of Sellers’ Representative, neither Buyer nor Target shall (A) file any and all Taxes due Tax Return (taking into account any extensions of time to payamended or otherwise) with respect to such Target for any Pre-Closing Tax Returns described in this sentence; providedPeriod or (B) enter into any closing agreement, howeversettle any Tax claim or assessment relating to Target, that Acquiror shall promptly reimburse Seller surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to Target for any Pre-Closing Tax Period, or take any other similar action relating to the filing of any Tax Return or the payment of any such Taxes Tax, in each case to the extent such Taxes were included in any reserve action would increase the Tax liability of Sellers or the liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) shall be prepared in a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in Sellers under this Section 7.4(c)(i)Agreement.

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller Parent shall prepare or cause to be prepared and shall timely file or cause to be filed at its own cost, all (A) Tax Returns of Company for the Selling Companies and its their Subsidiaries (other than Combined Tax Returns) which that are required to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which are required to be filed (taking into account any extensions of time to file) after the Closing Date, and . Parent shall pay or cause provide draft versions of such Tax Returns to be paid the Stockholders' Representative not later than 30 days prior to the extended due date for filing such Tax Returns. The Stockholders' Representative shall notify Parent of any and all Taxes due proposed changes not later than 15 days after delivery of such draft Tax Returns pursuant to the preceding sentence. Parent shall make changes to such draft Tax Returns that are reasonably requested by the 108 Stockholders' Representative to the extent such changes (taking into account any extensions of time to paya) are with respect to a position or item that was initially reported on such draft Tax Returns in a manner inconsistent with the past practices of the applicable Selling Company and such changes, (b) if accepted, would cause such position or item to be consistent with the past practices of such Selling Company; provided, that Parent shall have no obligation to accept any changes requested by the Stockholders' Representative if, in Parent's reasonable judgment, such changes would result in a material increase in the amount of Taxes owed with respect to a taxable period beginning after the Closing Date. Notwithstanding the foregoing, Parent and the Stockholders' Representative shall have joint control over the treatment of the Spin-Off and shall use their best efforts to mutually agree on such treatment that is consistent with the intended Tax treatment described in this sentenceAgreement; provided, however, that Acquiror Parent and the Stockholders' Representative agree that the Spin-Off shall promptly reimburse Seller be treated and reported for the payment all Tax purposes and for purposes of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected this Agreement as occurring in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) Period; and provided further that any dispute as to the proper treatment of an item relating to the Spin Off that cannot be resolved in good faith discussions between the Parent and the Stockholders' Representative shall be prepared submitted to the Accounting Referee and resolved in a manner consistent accordance with prior practice of Company the procedures set forth in Section 3.8(b). Parent shall cause the Selling Companies and its their Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver file all such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i)12.3 on or prior to their extended due dates.

Responsibility for Filing Tax Returns. (ia) The Parties acknowledge that Following the income and operations of Company and its Subsidiaries shall be included in Closing, the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller Representative shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) income Tax Returns of for XX Xxxxxxx, the Company and its Subsidiaries for all Pre-Closing Tax Periods (other than Combined a Pre-Closing Tax Returns) which are required Period consisting of a portion of a Straddle Period). TG shall provide any information requested by the Seller Representative in connection with such Tax Returns for XX Xxxxxxx to be filed the Seller Representative and shall reimburse the Seller Representative for its costs and expenses in connection with preparing and filing such Tax Returns for XX Xxxxxxx. At least 30 days prior to the due date for filing such Tax Returns (taking into account any extensions extension of time within which to file), the Seller Representative shall deliver drafts of any such Tax Returns to Purchaser. The Seller Representative shall cause such Tax Returns to reflect any reasonable comments of Purchaser that are consistent with the past practice of the Company and its Subsidiaries and are consistent with applicable Law and shall not file such Tax Returns if the filing thereof would be reasonably expected to materially and adversely affect the Tax liability or Tax attributes of the Specified Entities for any Relevant Tax Period, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed). All Transaction Tax Deductions shall be, to the extent allowable under applicable Law, claimed on the federal and state income Tax Returns of the Company (or, as applicable, its Subsidiaries or XX Xxxxxxx) for the Pre-Closing Tax Period ending on or prior to the Closing Date and (B) income and franchise (for this purpose, the Parties agree that the Seller Representative shall be permitted to cause the Company to make the election for success-based fees set forth in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which are required to be filed (taking into account any extensions of time to file) after the Closing Date, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) IRS Revenue Procedure 2011-29 with respect to such Tax Returns described Returns. The Seller Representative shall cause the Company to make an election under Code Section 754 (and any corresponding state Tax elections) in this sentence; provided, however, that Acquiror shall promptly reimburse Seller connection with the income Tax Return of the Company for the payment of any such Taxes Tax period ending on the Closing Date. The Seller Representative may assign its obligations under this Section 10.1(a) with respect to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) shall be prepared in a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined XX Xxxxxxx to be incorrect by the applicable Governmental Authority TG or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date Representative thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i).

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidatedSubject to Section 5.11(a)(iii), unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller Buyers shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) Tax Returns of Company for the Transferred Companies and its their Subsidiaries (other than Combined including any IRS Form 5471 with respect to any Transferred Company) with respect to Pre-Closing Tax Periods or Straddle Tax Periods that are filed after the Closing Date (such Tax Returns which Buyers are responsible for filing, “Buyer Tax Returns) which are ”), except for IRS Forms 5471 for the Transferred Companies required to be filed (taking into account any extensions of time by CompX for U.S. Tax purposes with respect to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which are required to be filed December 31, 2012 (taking into account any extensions of time to file) after the Closing Date, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse “Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Information Returns”) ). Any such Buyer Tax Return shall be prepared and filed in a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined practice, to be incorrect the extent permitted by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller Sellers shall deliver all such Pre-Closing Tax Returns (other than, for have the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror right to review and comment on each any income, franchise and similar Buyer Tax Return (including any IRS Form 5471 that is a Buyer Tax Return). Buyers shall provide, or cause to be provided, to Sellers a substantially final draft of any income, franchise and similar Buyer Tax Return as soon as reasonably possible prior to the due date for filing such Buyer Tax Return. Sellers shall deliver to Buyers as soon as reasonably possible after receiving such Buyer Tax Return a detailed written statement describing all of their objections (if any) thereto. Buyers and Sellers shall act reasonably and in good faith to resolve any objection properly and timely raised by Sellers, and (except as explicitly provided in the final sentence of this Section 5.11(a)(i)) Buyers shall not file any such Buyer Tax Return until such objections are resolved. In the event that Buyers and Sellers are unable to resolve any disputes with respect to any such Buyer Tax Return within 5 Business Days after Buyers have received Sellers’ statement of objections, they shall promptly refer their differences to a nationally-recognized public accounting firm (the “Accounting Firm”) jointly selected by Buyers and Sellers for resolution, which resolution shall be binding on Buyers and Sellers. The Accounting Firm shall consider only those items that remain unresolved by Buyers and Sellers. The costs and expenses of the Accounting Firm shall be borne 50% by Buyers and 50% by Sellers. If a final resolution with respect to a Buyer Tax Return is not resolved within 15 Business Days after Buyers have received Seller’s statement of objections (or 1 Business Day prior to the due date for filing such Tax Return, if sooner), Buyers shall be required to timely file such Tax Return prior as prepared by Buyers; provided, that once the resolution of such dispute has been determined, such Buyer Tax Return shall be, if necessary or appropriate, re-filed or amended to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any reflect the Accounting Firm’s determination of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i)such dispute.

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that the income Company shall prepare and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined file all Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending that are due on or prior to the Tax Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined which Tax Returns in which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) Tax Returns of Company on a basis consistent with existing procedures for preparing such returns and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which are required to be filed (taking into account any extensions of time to file) after the Closing Date, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) shall be prepared in a manner consistent with prior practice with respect to the treatment of specific items on the Tax Returns. The Company shall pay all Taxes payable with respect to such Tax Returns. The Agent, at the Surviving Company’s cost and expense, shall cause to be prepared on behalf of Company the IRS Form 1120S (and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing any comparable state and local S corporation income Tax Returns (other than, collectively “S Corporation Returns”) for the avoidance taxable year ended on the Tax Closing Date. Each S Corporation Return shall be prepared in accordance with existing procedures and practices with respect to the treatment of doubt, Combined specific items on the Tax Returns, unless such treatment does not have sufficient legal support to avoid the imposition of penalties under applicable Tax Laws. Buyer shall cause Surviving Company to timely file all S Corporation Returns prepared by or on behalf of Agent and timely delivered to Buyer in accordance with this Section 9.1(b) and shall cause Surviving Company to Acquiror at least twenty timely pay all Taxes shown as due thereon. Notwithstanding the foregoing, the Shareholders agree that they shall each be individually responsible for timely paying their respective Shareholder level Taxes due in connection with any S Corporation Returns. Buyer shall cause Surviving Company to prepare and file all Tax Returns of Company (20other than S Corporation Returns) days before due after the due date thereofTax Closing Date, which Tax Returns shall be prepared and timely filed on a basis consistent with existing procedures for preparing such returns and in a manner consistent with prior practice with respect to the treatment of specific items on the Tax Returns, unless such treatment does not have sufficient legal support to avoid the imposition of penalties under applicable Tax Laws. Seller Buyer shall permit Acquiror Agent to review and comment on each such Tax Return that relates to periods beginning prior to, or that include, the Tax Closing Date at least twenty (20) days prior to filing, which comments Seller the due date for filing such Tax Return and shall consider in good faithmake such revisions to each such Tax Return as are reasonably requested by Agent. If applicable, Acquiror and Buyer shall pay or shall cause the Surviving Company or any of its Subsidiaries shall be responsible for signing and timely filing any to pay all Taxes payable with respect to such Tax Returns described in this Section 7.4(c)(i)Returns.

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller Representative shall prepare or cause to be prepared all Tax Returns of the Company and its Subsidiaries for all Pre-Closing Tax Periods which are not filed or otherwise due as of the Closing Date. At least 15 days prior to the date on which each such Tax Return is filed, the Seller Representative shall submit such Tax Return to Buyer for its review and comment, and the Seller Representative shall make such revisions to such Tax Return as are reasonably requested by Buyer and received by Seller at least ten days prior to the date on which such Tax Return is filed (but Seller Representative shall be under no obligation to accept any comments that relate to positions taken on such Tax Return that are prepared in accordance with applicable Legal Requirements and otherwise consistent with past practice). At least five days before the date on which any such Tax Return is due, the Seller Representative shall deliver such Tax Return to Buyer for filing. Buyer shall timely file or cause to be timely filed such Tax Return and shall pay all (ATaxes reflected on such Tax Return, subject to Buyer’s right to indemnification pursuant to Section IX.B.1(iii) for the portion of such Taxes owing in excess of the Net Tax Returns Reserve Amount. Buyer shall prepare or cause to be prepared in accordance with the past practice of the Company and its Subsidiaries (other than Combined Tax Returns) which are except to the extent otherwise required by applicable Legal Requirements), and timely file or cause to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) timely filed, all Tax Returns of the Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending all Straddle Periods. At least 15 days prior to the date on or before the Closing Date which are required to be filed (taking into account any extensions of time to file) after the Closing Date, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to each such Tax Returns described in this sentenceReturn is filed, Buyer shall submit such Tax Return to the Seller Representative for its review and approval, which approval may not be unreasonably withheld; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes approval may be withheld if such Tax Return has not been prepared in accordance with past practice (except to the extent otherwise required by applicable Legal Requirements) and the filing of such Taxes were included Tax Return is reasonably expected by the Seller Representative to adversely affect the Tax liability, the amount received under this Agreement or the indemnification obligation, in each case, of any reserve or liability for Seller. Buyer shall pay all Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (on such Tax Returns, excluding, subject to Buyer’s right to indemnification pursuant to Section IX.B.1(iii) for the avoidance portion of doubt, Combined such Taxes owing in excess of the Net Tax Returns, “Pre-Closing Tax Returns”) shall be prepared in a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i)Reserve Amount.

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries Buyer shall be included in the consolidated, unitary or combined engage MNP LLP to prepare all Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) Excell USA for Tax periods ending on or before the Closing Date which that are required to be filed (taking into account any extensions of time to file) due after the Closing DateDate (collectively, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Buyer Prepared Pre-Closing Tax Returns”) ). Each Buyer Prepared Pre-Closing Tax Return shall be prepared consistent with the past practices of the Company or Excell USA, as applicable and for greater certainty, no deduction shall be claimed on such Tax Returns in respect of any expenses incurred for the benefit of the Sellers in respect of the Transaction. Notwithstanding the foregoing, in any such Tax Returns, neither the Company nor Excell USA shall deduct any amount in the nature of a reserve or claim any Tax credit that would require the Company or Excell USA to include in a taxable period ending after the Closing Date any amount of income, unless the Tax liability in respect of such income (determined as though such income were the only income or loss of the Company or Excell USA for the Tax period and without regard for the availability of any loss carryforwards or carrybacks) is taken into account in computing Working Capital. The Buyer shall provide a copy of such Buyer Prepared Pre-Closing Tax Return to the Sellers’ Representative for review and comment at least 30 days (10 days in the case of a non-income Tax Return) prior to the due date for filing such Tax Returns, and Buyer shall consider in good faith any reasonable comments provided by Sellers’ Representative on the Buyer Prepared Pre-Closing Tax Return. The Sellers’ Representative and Buyer shall work in good faith to resolve any disputes with respect to any Buyer Prepared Pre-Closing Tax Returns. If the Parties are unable to resolve a dispute, then such dispute shall be submitted to the Independent Accounting Firm to resolve such dispute in a manner consistent with prior practice of Company and its Subsidiaries unless the procedures for resolving disputed items set forth in Section 2.6(b). If a past practice has been finally determined Buyer Prepared Pre-Closing Tax Return is required to be incorrect filed prior to the resolution of a dispute, the Buyer Prepared Pre-Closing Tax Return shall be filed as determined by the applicable Governmental Buyer and such Tax Return shall be promptly amended if and to the extent required to reflect the final resolution of the dispute. The Buyer shall cause the Company or Excell USA to timely file all Buyer Prepared Pre-Closing Tax Returns. The Sellers shall timely pay to the appropriate Tax Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such any Taxes shown as due on the Buyer Prepared Pre-Closing Tax Returns (other than, if and only to the extent that a liability for the avoidance amount of doubtsuch Taxes was not included in Working Capital or such Taxes were not pre-paid by the Company, Combined Tax Returns) Excell USA or the Sellers prior to Acquiror at least twenty (20) days before the due date thereofClosing Date. Seller The Company or Excell USA shall, and the Buyer shall permit Acquiror to review cause the Company or Excell USA to, promptly and comment on each such timely execute a Buyer Prepared Pre-Closing Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i)the extent required by applicable Law.

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that Seller shall timely file all Tax Returns required to be filed by the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group that (each a “Combined Tax Return” and collectively the “Combined Tax Returns”1) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account any extensions of time to fileextensions) on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which or (2) are required to be filed (taking into account any extensions of time to fileextensions) after the Closing Date, Date and (a) are consolidated returns of the Seller and its Affiliates or (b) are required to be filed on a separate Tax Return basis for any Pre-Closing Tax Period. The Seller shall pay or cause to be paid any and all Taxes shown due (taking into account any extensions of time to pay) with respect to on such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller except for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability duly reserved and accrued for Taxes that are reflected in the calculation of Net Closing Working Capital. All other Tax Returns described in required to be filed by the preceding sentence (Company and its Subsidiaries shall be the responsibility of the Purchaser and Purchaser shall pay or cause to be paid all Taxes shown due thereon. With respect to any Tax Return to be filed by Purchaser for a taxable period that includes a Straddle Period, Purchaser shall prepare such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) shall be prepared Returns in a manner consistent with the Company's prior practice practice. Purchaser shall provide the Seller with copies of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing completed Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before prior to the due date for filing thereof. Seller shall permit Acquiror to , along with supporting work papers, for the Seller's review and comment on each approval. The Seller and Purchaser shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In no event shall Purchaser file any such Tax Return relating to the Company for a taxable period that includes a Straddle Period without the prior to filingapproval of the Seller, which comments shall not be unreasonably withheld or delayed. The Seller shall consider in good faith. If applicable, Acquiror timely pay to Purchaser all Taxes for which the Company and Company or any of its Subsidiaries may be liable with respect to any Pre-Closing Tax Period. Purchaser shall be responsible timely pay to the Seller all refunds of Taxes for signing which the Company and timely filing its Subsidiaries are paid after the Closing for any Pre-Closing Tax Returns described in this Section 7.4(c)(i)Period, but shall have no obligation to request any refund of Taxes.

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller Sellers shall prepare or cause to be prepared and shall timely file or cause to be filed all (Awith the cooperation of the Purchaser) any (i) partnership income Tax Returns of for the Company and or its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and (Bii) any income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax the Blocker Corp, in each case, with respect to taxable periods ending on or before the Closing Date which are required to be filed (taking into account any extensions Date. For the purpose of time to file) after preparing the Closing Date, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence sentence, (such x) the parties agree that the 2012 partnership income Tax Returns, excluding, Returns for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) Company and Actient Therapeutics LLC shall be prepared in a manner consistent with prior practice of the final Schedules K-1 distributed with respect thereto and (y) for any partnership or other flow-through entity in which the Company and or its Subsidiaries unless a past practice has been finally determined own an interest (directly, or through other partnerships or flow-through entities) whose taxable year does not end on the Closing Date, the Purchaser shall prepare or caused to be incorrect by prepared, at the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Sellers’ sole cost and expense, pro forma income Tax Returns (other than, reflecting a “closing of the books” for such partnership or flow-through entity as of the avoidance end of doubt, Combined the Closing Date and provide such pro forma Tax Returns) Returns to Acquiror the Representative at least twenty thirty (2030) days before prior to the due date thereofany Tax Returns described in the preceding sentence are required to be filed; provided, that the parties hereto agree that the pro forma Tax Return for Actient Therapeutics LLC will reflect an adjustment to reverse any overallocation of items of income to Slate Pharmaceuticals, Inc. for 2012 (and corresponding underallocation to Actient Holdings LLC). Seller The Representative shall permit Acquiror be entitled to review and comment on any such pro forma Tax Return and the Purchaser shall accept and reflect on such pro forma Tax Return any reasonable comments provided by the Representative and any Tax Returns filed or caused to be filed by the Purchaser pursuant to this Section 8.03(b) shall be consistent with the pro forma Tax Returns reflecting the reasonable comments of the Representative. The Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed all other Tax Returns for the Company and its Subsidiaries and the Blocker Corp for all periods (or portions thereof) ending prior to or including the Closing Date the due date of which (including extensions) is after the Closing Date. Each such Tax Return shall be prepared and timely filed in a manner consistent with past practice, except as otherwise required by a change in applicable Law. At least thirty (30) days prior to the date on which each such Tax Return prior is required to filingbe filed, which the Purchaser shall submit such Tax Return to the Representative for the Representative’s review and approval as provided in the third-to-last sentence of this Section 8.03(b). The Purchaser shall accept and reflect on such Tax Return any reasonable comments Seller shall consider in good faithprovided by the Representative. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any No Tax Returns Return described in this Section 7.4(c)(i8.03(b) shall be filed without the written consent of Representative, which consent may not be unreasonably withheld, conditioned or delayed. If the parties are unable to resolve any dispute arising under this Section 8.03(b) within fifteen (15) days for the final due date of filing an applicable Tax Return (including available automatic extensions), the parties shall submit the dispute to the Valuation Firm, which will promptly determine those matters in dispute (based on presentations from the parties and not based on its independent review) and will render a written report as to the disputed matters. The costs and expenses of the Valuation Firm will be split evenly by the Purchaser and the Representative.

Responsibility for Filing Tax Returns. (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller Members shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) Tax Returns of the Company for any taxable periods which end on or before the Closing Date (including the final federal, state, and its Subsidiaries (other than Combined local partnership Tax Returns) Returns of the Company for the tax period ending on the Closing Date), which are required to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which are required to be filed (taking into account any extensions of time to file) after the Closing Date, in a manner consistent with past practice of the Company and (in any event) applicable Law, provided that, the Members shall pay submit a draft of such Tax Returns to Buyer at least 30 days prior to the due date (with extensions) of such Tax Return and if, within five Business Days of Buyer’s receipt of such draft, Buyer notifies the Members of Buyer’s disagreement with such draft, then the Members shall either incorporate Buyer’s comments to such Tax Return prior to its filing or promptly notify Buyer of the Members’ disagreement with such comments, in which (latter) case, the Parties shall submit such disagreement to the Neutral Accountant for resolution under the procedures of Section 1.3(c), mutatis mutandis; provided further that, if any such disagreement is not resolved in time for such Tax Return practicably to be modified before the due date (taking into account applicable extensions) of such Tax Return, then the Members shall file such Tax Return (i) in the manner that the Members deem correct, to the extent such Tax Return is executed by a Member on behalf of the Company or, (ii) in the manner mutually agreed upon by Buyer and an accounting firm appointed by the Members, if such Tax Return requires the signature of any officer or agent of Buyer, or any officer or agent of the Company appointed by Buyer, subject in either case to the filing of an amended Tax Return following (and as necessary to comport with) the foregoing resolution by the Neutral Accountant or Buyer and the Members. Buyer shall prepare or cause to be paid prepared, and timely file, or cause to be timely filed, all other Tax Returns for the Company required to be filed after the Closing Date. Each Member, jointly and severally, shall pay to Buyer, under Section 9.1(b), the amount of any and all Taxes due (taking into account any extensions of time to pay) with or in respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes Tax Return prepared under this Section 9.1(d) to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “relate to a Pre-Closing Tax Returns”Period, and Buyer shall pay the amount of any Taxes due with or in respect of any Tax Return prepared under this Section 9.1(d) shall be prepared in to the extent such Taxes relate to a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Prepost-Closing Tax Returns (other thanperiod, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this determined under Section 7.4(c)(i9.1(c).

Responsibility for Filing Tax Returns. (ia) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior Prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. the Seller shall prepare or cause to be prepared at its expense, all Tax Returns for each member of the Seller Consolidated Group and its member’s Affiliates that are due prior to the Closing Date. Following the Closing Date, Seller (i) shall timely file prepare or cause to be filed prepared, at its own expense, all (A) income Tax Returns for the Seller Consolidated Group with respect to Tax years that include the Closing Date and all other Tax Returns of the Seller or of a member of the Seller Consolidated Group pertaining to the reporting of the Transactions (a “Pre-Closing Income Return” and each such Pre-Closing Income Return as prepared for each Acquired Company as if such Acquired Company filed separately from the Seller Consolidated Group, a “Pro Forma Return”), (ii) may cause to be prepared, at its own expense, amended Tax Returns for previous Tax years, and (iii) shall prepare or cause to be prepared, at its Subsidiaries (other than Combined own expense, all Tax Returns) which are Returns required to be filed with respect to Transfer Taxes (taking into account any extensions the Tax Returns in clauses (i), (ii), and (iii) together, each, a “Pre-Closing Return”). Each Pre-Closing Return shall be prepared and filed in a manner consistent with prior practice, except as required by applicable Legal Requirements and promptly after filing each Pre-Closing Return, Seller shall deliver a copy of time each such Pre-Closing Return (as filed) to file) Purchaser. Pursuant to Treasury Regulation Section 1.1502-76(b)(1)(ii)(A), the Tax year of the Acquired Companies shall end for federal income tax purposes as of the close of business on or prior to the Closing Date and the Seller shall include the income of the Acquired Companies (Bincluding any deferred items triggered into income by Treasury Regulation Section 1.1502-13 and any excess loss account taken into income under Treasury Regulation Section 1.1502-19) on the Seller’s consolidated federal income and franchise (in lieu of income) Tax Returns of Company for all periods through the Closing Date and its Subsidiaries (other than Combined Tax Returns) for pay any federal income Taxes attributable to such income. For all Tax periods of the Acquired Companies ending on or before the Closing Date which are required Date, the Seller shall cause the Acquired Companies to be filed (taking into account any extensions join the Seller’s consolidated federal income Tax Return and, in jurisdictions requiring separate reporting from the Seller, to file separate company state and local income Tax Returns. The Purchaser shall prepare and file all Tax Returns of time the Acquired Companies other than Pre-Closing Returns and Tax Returns with respect to file) after Tax years that end on or before the Closing Date, and . The Acquired Companies shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment not elect ratable allocation of any such Taxes items pursuant to Treasury Regulation Section 1.1502-76(b)(2)(ii) (or any similar provision of state, local, or non-U.S. law). Additionally, the extent such Taxes were included in Acquired Companies shall make all filings and submissions and take any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) shall be prepared in a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is other actions required by applicable LawLegal Requirements to ensure that the Acquired Companies are at all times in compliance with the provisions of Section 4191 of the Code. Seller shall deliver all such Pre-Closing Tax Returns (other than, for [*****] Confidential material redacted and separately filed with the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review Securities and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i).Exchange Commission 52