Common use of Tax Periods Ending on or Before the Closing Date Clause in Contracts

Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and the Company provides comments to the Seller, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of any such Return. The Seller shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end of such ten (10) day period the Company and the Seller have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the Company and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including ending on or prior to the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller Sellers shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and or the Company provides comments to the SellerSellers, the Company shall deliver to the Seller Sellers each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of any such Return. The Seller Sellers shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller Sellers shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller Sellers and at the end of such ten (10) day period the Company and the Seller Sellers have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the The Company and the Seller Sellers (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller Sellers shall prepare or cause to be prepared responsible (and file or cause to be filed all Tax Returns shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company for and its Subsidiaries payable in respect of all taxable periods through and including ending on or before the Closing Date and, for any Straddle Period (as defined below), the portion thereof ending on the Closing Date (such portion being referred to as the “Pre-Closing Tax Period”) and (iii) any and all Taxes of any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which are filed Taxes relate to an event or transaction occurring on or before the Closing Date. Payments for which Sellers shall be responsible under this Section 9.1 shall not be subject to the Indemnification Basket or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as soon as practicable and prior the “Post-Closing Tax Period”). In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes attributable to the date due (including any proper extensions thereof). The Seller shall permit the Company Pre-Closing Tax Period and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and the Company provides comments attributable to the SellerPost-Closing Tax Period shall be determined based on an interim closing of the books as of the Closing Date, except that Taxes that are calculated on a periodic or annual basis shall be allocated on a daily basis. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the Company responsible Party shall deliver to promptly reimburse the Seller each such Return signed paying Party therefor within fifteen (15) Business Days after receipt of written request therefor by the appropriate officer(s) of the Company for filing within ten (10) days paying Party following the Seller’s delivery to the Company and the Purchaser of any such Return. The Seller shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end payment of such ten (10) day period the Company and the Seller have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the Company and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitratorTaxes.

Tax Periods Ending on or Before the Closing Date. The Seller Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller Sellers shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and or the Company provides comments to the SellerSellers, the Company shall deliver to the Seller Sellers each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s Sellers' delivery to the Company and the Purchaser of any such Return. The Seller Sellers shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller Sellers shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides provide comments to the Seller Sellers and at the end of such ten (10) day period the Company and the Seller Sellers have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the The Company and the Seller Sellers (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ ' fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller Surviving Corporation shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for of the Company or any Subsidiary for all taxable periods through and including ending on or before the Closing Date which (“Pre-Closing Taxable Periods”) that are required to be filed (including giving effect to any applicable extensions) after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof)Date. The Seller Buyer shall permit the Company and the Purchaser Stockholder Representative to review and provide comments, if any, comment on each such Tax Return described in the preceding prior sentence at least thirty (30) Business Days prior to filing. Unless If the Purchaser and the Company provides comments to the Seller, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) Stockholder Representative does not provide Buyer with a written description of the Company for filing items in the Tax Returns that it intends to dispute within ten (10) days Business Days following the Seller’s delivery to it of such Tax Return, the Company Stockholder Representative shall be deemed to have accepted and agreed to such Tax Return in the form provided. Buyer, Surviving Corporation and the Purchaser Stockholder Representative agree to consult with each other and to resolve in good faith any timely-raised issue arising as a result of the Stockholder Representative’s review of such Tax Returns to permit the filing of such Tax Returns as promptly as possible. In the event the parties are unable to resolve any dispute within ten (10) Business Days following the delivery of written notice by the Stockholder Representative of such Returndispute, such remaining disputed items shall be submitted to the Independent Accountant for prompt determination in order that such Tax Return may be timely filed. The Seller Independent Accountant shall deliver make a determination with respect to any disputed issue. If the Company promptly after filing each such Return Independent Accountant is unable to make a copy of determination with respect to any disputed issue not later than five (5) Business Days before the filed Return and evidence of its filing. The Seller shall pay due date (including extensions) for the costs and expenses incurred in the preparation and filing of the Tax Returns Return in question, then the Buyer and the Surviving Corporation may file such Tax Return on or before the due date (including extensions) therefor without such costs determination having been made and expenses are due. If without the Company provides comments to consent of the Seller and Stockholder Representative; provided, however, that such Tax Return shall incorporate such changes as have at the end time of such ten (10) day period filing been agreed to by the Company and Parties pursuant to this Section 6.2. Notwithstanding the Seller have failed to reach written agreement filing of such Tax Return, the Independent Accountant shall make a determination with respect to all any disputed issue, and the amount of Taxes, if any, with respect to which the Stockholders are be responsible pursuant to this Section 6.2 and Section 10 with respect to the filing of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator Tax Return shall be conclusive and binding upon the parties. the Company and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.calculated 62

Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and the Company provides comments to the Seller, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s 's delivery to the Company and the Purchaser of any such Return. The Seller shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end of such ten (10) day period the Company and the Seller have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the The Company and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ ' fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including ending on or prior to the Closing Date which are to be filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and or the Company provides comments to the Seller, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of any such Return. The Seller shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end of such ten (10) day period the Company and the Seller have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the The Company and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company Companies for all periods through and including the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller Sellers shall permit the Company Companies and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and the Company provides comments to the Seller, the Company The Companies shall deliver to the Seller Sellers each such Return signed by the appropriate officer(s) of the Company Companies for filing within ten (10) days following the Seller’s Sellers’ delivery to the Company Companies and the Purchaser of any such ReturnReturn after having taken into account Purchaser’s comments, if any. The Seller Sellers shall deliver to the Company Companies promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller Sellers shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides Companies provide comments to the Seller Sellers and at the end of such ten (10) day period the Company Companies and the Seller Sellers have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the Company The Companies and the Seller Sellers (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including ending on or prior to the Closing Date which are to filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and or the Company provides comments to the Seller, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of any such Return. The Seller shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end of such ten (10) day period the Company and the Seller have has failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the The Company and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller Purchaser shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including ending on or prior to the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller Purchaser shall permit the Company and the Purchaser Seller to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and Seller or the Company provides comments to the SellerPurchaser, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the SellerPurchaser’s delivery to the Company and the Purchaser of any such Return. The Seller Purchaser shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller Purchaser shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller Purchaser and at the end of such ten (10) day period the Company and the Seller have has failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. The Company filing the Company Return and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including ending on or prior to the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller Sellers shall permit the Company and the Purchaser to review and provide comments, if any, on each such Tax Return described in the preceding sentence prior to filing. Unless the Purchaser and or the Company provides comments to the SellerSellers, the Company shall deliver to the Seller Sellers each such Tax Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s Sellers’ delivery to the Company and the Purchaser of any such Tax Return. The Seller Sellers shall deliver to the Company promptly after filing each such Tax Return a copy of the filed Tax Return and evidence of its filing. The Seller Sellers shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller Sellers and at the end of such ten (10) day period the Company and the Seller Sellers have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the The Company and the Seller Sellers (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may shall be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and its Subsidiaries for all periods through and including ending on or prior to the Closing Date which are filed after the Closing Date as soon as practicable including but not limited to income Tax returns for the Affiliated Group of which Seller, Company and prior its Subsidiaries are Members. All such Tax Returns shall be prepared in accordance with past practice to the date due extent allowable by law insofar as they relate to the Company (subject to effects thereon from the transactions contemplated by this Agreement, including adjustments to the basis of assets in connection with worthless stock deductions). Seller shall provide Buyer with at least 15 days to review and comment on any proper extensions thereofsuch income Tax Returns prepared by Seller (which in the case of consolidated returns shall only apply to the pro-forma portion thereof that relates to the Company and its Subsidiaries) and shall discuss any disagreements with Buyer in good faith. If Seller then files the income Tax Return without accepting one or more comments from Buyer, Buyer shall have up to 30 days after it becomes aware of such filing to submit a formal objection and request for arbitration under Section 9.11 below (in which case the arbitration shall address only the disputed income Tax position and whether such position violates this Agreement, as neither the Seller nor the arbitrator shall have the right to dictate any revision or amendment to any Tax Return). The Seller shall permit the Company be responsible for all Taxes due and the Purchaser to review and provide comments, if any, payable for periods ending on each such Return described in the preceding sentence or prior to filing. Unless the Purchaser Closing Date and shall receive all refunds (including interest and, for the Company provides comments avoidance of doubt, refunds resulting from or related to the Seller, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of any such Return. The Seller shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end of such ten (10) day period the Company and the Seller have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the Company and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred worthless stock deductions that apply in connection with the arbitration transactions contemplated by this Agreement) due for these periods (and Buyer shall not apply such refunds to offset amounts for any judicial proceedings related thereto as determined other period). Buyer shall execute any such tax returns on behalf of the Company or its Subsidiaries if requested by the arbitratorSeller.

Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including ending on or prior to the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and or the Company provides comments to the Seller, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of any such Return. The Seller shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end of such ten (10) day period the Company and the Seller have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the The Company and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company Companies for all periods through and including the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). Such Tax Returns for the Companies shall be filed on a consolidated basis together with MRI and other subsidiaries of MRI. The Seller Sellers shall permit the Company Companies and the Purchaser to review and provide comments, if any, on each the pro forma version of such Return as it relates to each of the Companies (the “Pro Forma Return”) described in the preceding sentence prior to filing. Unless the Purchaser and the Company provides comments to the Seller, the Company The Companies shall deliver to the Seller Sellers each such Pro Forma Return signed by the appropriate officer(s) of the Company Companies for filing within ten (10) days following the Seller’s Sellers’ delivery to the Company Companies and the Purchaser of any such ReturnPro Forma Return after having taken into account Purchaser’s comments, if any. The Seller Sellers shall deliver to the Company Companies promptly after filing each such Return a copy of the filed Pro Forma Return and evidence of its filing. The Seller Sellers shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides Companies provide comments to the Seller Sellers and at the end of such ten (10) day period the Company Companies and the Seller Sellers have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the Company The Companies and the Seller Sellers (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller Purchaser acknowledges and agrees that the Representative shall prepare or have the exclusive power and authority (i) at the reasonable expense of the Companies, to cause the income Tax Returns for the last separate taxable year of the Group and the Companies ending as a result of the Closing to be prepared and filed in accordance with historic practices and procedures of the Companies and applicable Law, based on a closing of the books of Companies as of immediately before the Closing, provided that the Representative shall afford Purchaser a reasonable opportunity to review the proposed form of any such income Tax Return of the Group and the Companies and shall not file any such Tax Return without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, (ii) to control the conduct of the Companies in respect of any tax audit or cause examination and any administrative appeal or litigation relating thereto, to the extent it relates to any Taxes with respect to which the Stockholders have an obligation to indemnify the Indemnitees if such Taxes are payable (the costs of any such audit or examination shall be borne by the Companies until the issuance of a notice of deficiency, whereas the costs of any administrative appeal or litigation after the issuance of a notice of deficiency shall be borne by Stockholders), (iii) to determine whether and to what extent to amend any Tax return filed all Tax Returns for the Company for all periods through and including before the Closing Date or which are filed is described in the immediately preceding clause (i), and (iv) whether and to what extent the Companies shall extend or waive any statute of limitations for the assessment of any Tax with respect to which the Stockholders have an obligation to indemnify the Indemnitees if such Tax is payable. Purchaser shall have the right to participate in any such tax audit, examination, appeal or litigation (collectively, a “Tax Proceeding”) at Purchaser’s sole expense, and, notwithstanding the immediately preceding sentence, to jointly control with the Representative any such tax proceeding if the amount claimed by the taxing authority in a notice of deficiency would result in a liability to the Companies that exceeds the amount of Damages for which Stockholders would be obligated to indemnify the Indemnitees pursuant to ARTICLE 6. In no event shall the Representative settle any such Tax Proceeding without Purchaser’s consent if such settlement would materially adversely affect the Companies or Purchaser with respect to any period after the Closing Date as soon as practicable and prior to or result in any material liability on the date due (including any proper extensions thereof). The Seller shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and the Company provides comments to the Seller, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) part of the Company Companies or Purchaser for filing within ten (10) days following which the Seller’s delivery Stockholders are not obligated to indemnify the Company and the Purchaser of any such Return. The Seller shall deliver Indemnitees pursuant to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end of such ten (10) day period the Company and the Seller have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the Company and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitratorARTICLE 6.

Tax Periods Ending on or Before the Closing Date. The Seller Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller Sellers shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and or the Company provides comments to the SellerSellers, the Company shall deliver to the Seller Sellers each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s Sellers' delivery to the Company and the Purchaser of any such Return. The Seller Sellers shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller Sellers shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller Sellers and at the end of such ten (10) day period the Company and the Seller Sellers have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the The Company and the Seller Sellers (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ ' fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including ending on or prior to the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and or the Company provides comments to the Seller, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) of either of the Company Companies for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of any such Return. The Seller shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end of such ten (10) day period the Company and the Seller have has failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. The Company filing the Company Return and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller H/Cell shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company PVBJ for all 2017 periods through and including ending on or prior to the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller H/Cell shall permit the Company and the Purchaser Seller to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and the Company Seller provides comments to the Sellercomments, the Company PVBJ shall deliver to the Seller H/Cell each such Return signed by the appropriate officer(s) of the Company for filing PVBJ, and H/Cell shall file and shall discharge any and all tax liabilities related to each such Return within ten fifteen (1015) calendar days following the SellerPVBJ’s delivery to the Company and the Purchaser H/Cell of any such Return. The Seller H/Cell shall deliver to the Company Seller promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller H/Cell shall pay the be responsible for all costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are dueReturns. If the Company Seller provides comments to the Seller and H/Cell at the end of such ten fifteen (1015) calendar day period the Company and the Seller and H/Cell have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) calendar days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the Company Seller and the Seller (as a group) H/Cell shall each pay one half of the fees, costs and expenses of the arbitrator. The ; provided, however, that the prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all Tax periods through and including the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller Purchaser shall provide the Sellers access to all books and records of the Company necessary to prepare such Tax Returns. The Sellers shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return Tax Returns described in the preceding sentence prior to filing. Unless the Purchaser and or the Company provides comments to the SellerSellers, the Company shall deliver to the Seller Sellers each such Return signed by the appropriate officer(s) of the Company for filing within ten twenty (1020) days following the Seller’s Sellers’ delivery to the Company and the Purchaser of any such Return. The Seller Sellers shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller Sellers shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. due If the Company provides comments to the Seller Sellers and at the end of such ten twenty (1020) day period the Company and the Seller Sellers have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days days, but in no event after the due date of the Tax Returns, after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the The Company and the Seller Sellers (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator. If the parties or the arbitrator have not resolved the dispute by the due date of the Tax Returns, the Sellers shall have the option to file such Returns, in the form prepared by Sellers, so as to avoid the late filing of such Returns; provided, however, following the filing of the Tax Returns, if such arbitrator determines that the Tax Returns were incorrect, the Sellers shall amend such Tax Returns at their own expense.

Tax Periods Ending on or Before the Closing Date. The Seller Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and any of its Subsidiaries for all periods through and including ending on or prior to the Closing Date which that are filed after the Closing Date as soon as practicable and prior Date, other than income Tax Returns with respect to periods for which a consolidated, unitary or combined income Tax Return of Venturi or Seller will include the date due (including operations of the Company or any proper extensions thereof)of its Subsidiaries. The Seller Buyer shall permit the Company and the Purchaser Venturi to review and provide comments, if any, comment on each such Tax Return described in the preceding sentence prior to filing. Unless the Purchaser Buyer and the Company provides comments Venturi also agree that any Tax Returns related to the Seller, SUI Taxes and Unclaimed Property Taxes shall be prepared by Venturi and shall be submitted to Buyer for its review and comment prior to filing. In the Company event that Buyer and Venturi shall deliver be unable to agree as to the proper reporting of any item on any Tax Return described in this paragraph (i), Buyer and Venturi shall submit such disagreement to a mutually-agreed upon public accounting firm whose decision as to the proper reporting of such item shall be binding on both Buyer and Venturi. The costs of such firm shall be shared equally by Buyer and Venturi. Venturi or Seller each such Return signed shall pay to or as directed by the appropriate officer(s) Buyer Taxes of the Company for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of or any such Return. The Seller shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end of such ten (10) day period the Company and the Seller have failed to reach written agreement Subsidiaries with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty periods at least five (305) days after its acceptance prior to the date on which such Taxes are required to be paid (or, if such Taxes are then past due, immediately upon demand of its appointment as arbitratorBuyer) to the extent such Taxes are not reflected in the reserve for Tax liability (excluding any reserves for deferred taxes), if any, shown on the arbitrator shall render an opinion Closing Date Balance Sheet, provided that all determinations as to the disputed items. The determination sufficiency of the arbitrator shall reserve for Tax liability will be conclusive made in the aggregate and binding upon the parties. the Company and the Seller (not as to whether a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitratorreserve was established for a particular Tax.

Tax Periods Ending on or Before the Closing Date. The Seller Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including ending on or prior to the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller Sellers shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and or the Company provides comments to the SellerSellers, the Company shall deliver to the Seller Sellers each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of any such Return. The Seller Sellers shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. To the extent such Taxes are not fully reserved for in the Company’s Final Financial Statements (as defined in Section 11), the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes prior to filing of the Return. The Seller Sellers shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller Sellers and at the end of such ten (10) day period the Company and the Seller Sellers have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration the Arbiter (as defined in Section 11.02(b)) for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitratorArbiter, the arbitrator Arbiter shall render an opinion as to the disputed items. The determination of the arbitrator Arbiter shall be conclusive and binding upon the parties. the The SPA Executed.doc Company and the Seller Sellers (as a group) shall each pay one half of the fees, costs and expenses of the arbitratorArbiter. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitratorArbiter.

Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company Companies for all periods through and including the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller shall permit the Company Companies and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and the Company provides comments to the Seller, the Company The Companies shall deliver to the Seller each such Return signed by the appropriate officer(s) of the Company Companies for filing within ten (10) days following the Seller’s 's delivery to the Company Companies and the Purchaser of any such ReturnReturn after having taken into account Purchaser's comments, if any. The Seller shall deliver to the Company Companies promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides Companies provide comments to the Seller and at the end of such ten (10) day period the Company Companies and the Seller have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the Company The Companies and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ ' fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. The Seller Parent shall prepare or and cause to be prepared and timely file or cause to be timely filed all Tax Returns for the Company for all periods through and including ending on or prior to the Closing Date which that are filed after the Closing Date as soon as practicable Date. Such Tax Returns shall be prepared, subject to the requirements of applicable Law, in accordance with past practice of the Company and shall be subject to the Sellers’ Representative’s approval (which approval shall not be unreasonably withheld or delayed) and shall be delivered to the Sellers’ Representative at least seventy five (75) days prior to the due date due (including any proper extensions thereof). The Seller shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence case of income Tax Returns, and at least thirty (30) days prior to filing. Unless the Purchaser and the Company provides comments to the Sellerdue date (or if, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) as of the Company for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of any such Return. The Seller shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end of such ten (10) day period the Company and the Seller have failed to reach written agreement with respect to all of such disputed itemsClosing Date, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later less than thirty (30) days after its acceptance remain before filing is due, one third ( 1⁄3) of its appointment as arbitratorthe days remaining between the Closing Date and the filing due date) in the case of any other Tax Returns, for review and approval. Within ten (10) Business Days following the delivery of such Tax Return to the Sellers’ Representative, the arbitrator Sellers’ Representative shall render an opinion notify Parent of any dispute of any item contained therein, which notice shall set forth in reasonable detail the basis for such dispute. If the Sellers’ Representative fails to notify Parent of any dispute within such ten (10) Business Day period, such Tax Return shall be deemed to be accepted by the Sellers’ Representative. If the Sellers’ Representative notifies Parent in writing of any objection regarding such Tax Return within the time periods set forth in this Section 6.3(a), Parent and the Sellers’ Representative shall cooperate in good faith to resolve such dispute as promptly as possible. If Parent and the Sellers’ Representative are unable to resolve the dispute within ten (10) Business Days after receipt of such objection, the Sellers’ Representative shall submit such disputed items to the Independent Accounting Firm for resolution. The Independent Accounting Firm shall, within forty-five (45) calendar days following its selection, deliver to Parent and the Sellers’ Representative a written report setting forth its determination as to the such disputed items (and only such disputed items. The determination of the arbitrator shall ), and its determinations will be conclusive and binding upon the partiesparties thereto for the purposes hereof. the Company The fees and the Seller (as a group) shall each pay one half disbursements of the fees, costs and expenses Independent Accounting Firm shall be apportioned equally (50/50) between the Sellers’ Representative (on behalf of the arbitrator. The prevailing party may be entitled to an award of pre- Sellers), on the one hand, and post-award interest as well as reasonable attorneys’ fees incurred in connection with Parent, on the arbitration and any judicial proceedings related thereto as determined by the arbitratorother hand.

Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including ending on or prior to the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller shall permit the Company and the Purchaser to review and provide comments, if any, 039996.0183 NEW YORK 105505 v1 on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and or the Company provides comments to the Seller, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) of either of the Company Companies for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of any such Return. The Seller shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end of such ten (10) day period the Company and the Seller have has failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. The Company filing the Company Return and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.

Tax Periods Ending on or Before the Closing Date. (a) The Seller Company shall prepare or cause to be prepared and file or cause to be filed all Tax Returns a tax return on "Form 4466 - Corporation Application for Quick Refund of Overpayment of Estimated Tax" (the "Quick Return") for the Company for in order to obtain a refund of all periods through and including estimated federal taxes paid by the Company prior to the Closing Date which are filed after for the Closing Date 1998 tax year. The Company shall also prepare and file as soon as practicable its income tax returns for each state government in respect of which an income tax return is required to be filed (the "State Returns"). The Company shall permit the Stockholders' Representative to review the State Returns prior to filing and to review the Quick Return on or before January 6, 1999 and shall file such Quick Return within three (3) business days after the Stockholders' Representative completes its review of the Quick Return. The State Returns shall be filed as soon as practicable. The Company shall pay to the Stockholders' Representative any refund of estimated taxes paid by the Company prior to the date due Closing Date for the 1998 tax year (including any proper extensions thereof). The Seller shall permit the "1998 Estimated Taxes") received by the Company pursuant to the Quick Return and the Purchaser to review and provide comments, if any, State Returns within five (5) days of the receipt of such refund. If the request for refund on each such the Quick Return described in the preceding sentence prior to filing. Unless the Purchaser and the Company provides comments to the Selleris rejected for any reason, the Company shall deliver file its Federal income tax return as soon as practicable in the normal course requesting the same amount of refund as was reflected on the Quick Return except to the Seller each extent otherwise required by law. Within five days of receipt of any refund pursuant to such Return signed by the appropriate officer(s) of return, the Company for filing within ten (10) days following shall pay the Seller’s delivery amount of such refund to the Stockholders' Representative. The Buyer agrees that it shall not, and shall cause the Company and its Subsidiaries not to, take any action or to permit the Purchaser taking of any such Returnaction, that will have the effect of prohibiting the Company from seeking a full refund of the amount of the 1998 Estimated Taxes. The Seller In no event shall deliver the amount payable to the Company promptly after filing each such Return a copy Stockholders' Representative exceed the amount of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end of such ten (10) day period the Company and the Seller have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the Company and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator1998 Estimated Taxes.

Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller shall permit the Company Pentec, PCM and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and the Company Purchaser, Pentec, or PCM provides comments to the Seller, the Company Pentec or PCM shall deliver to the Seller each such Return signed by the appropriate officer(s) of the Company Pentec and PCM for filing within ten (10) days following the Seller’s 's delivery to the Company Pentec, PCM and the Purchaser of any such Return. The Seller shall deliver to the Company Pentec and PCM promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides Pentec or PCM provide comments to the Seller and at the end of such ten (10) day period the Company Pentec, PCM and the Seller have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the Company Pentec, PCM and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ ' fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.