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 Securityholder Representative shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Company for all taxable periods ending on or before the Closing Date (“Pre-Closing Taxable Periods”) that have not been filed prior to the Closing Date. The Securityholder Representative shall permit Parent to review and comment on each such Tax Return described in the prior sentence at least ten (10) days prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by Parent to the extent such revisions are consistent with applicable Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not amend any Tax Return for any Pre-Closing Tax Period, file any Tax Return for any Pre-Closing Tax Period in a jurisdiction in which the Company did not previously file, or extend the statute of limitations period in respect of any such Tax Return, without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless such amendment, filing, or extension is required pursuant to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not make, change or revoke any Tax election that would result in an increase to the amounts owed by the Members under this Agreement without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless making, changing or revoking such election is required pursuant DB3/200169974.12 to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. The Company shall not, and Parent, Buyer, the Surviving LLC and their respective Affiliates shall not cause the Company or the Surviving LLC to, take any action on or after the Closing outside the ordinary course of business that would increase the liability of the Members for Taxes of the Company under this Agreement, except as required by applicable Law. All Tax Returns to be prepared by the Securityholder Representative pursuant to this Section 6.2 shall be prepared in a manner consistent with the past practice of the Company, except as otherwise required by applicable Law. The Members shall be responsible for, and shall pay, all Taxes of the Company for all Pre-Closing Taxable Periods, including Taxes resulting from any Contest. Such payments shall be made no later than five (5) Business Days prior to the due date for paying such amount of Taxes to the relevant tax authority. The parties hereto agree and acknowledge that all deductions (if any) relating to the payment of Company Debt, Transaction Expenses, Change in Control Payments (and related payroll Taxes), and payments to each holder of Company Phantom Units with respect to such Company Phantom Units (and related payroll Taxes) shall be reported on the federal income Tax Return of the Company for the period ending on the Closing Date, unless otherwise required to be reported pursuant to applicable Law.

Tax Periods Ending on or Before the Closing Date. The Securityholder Seller Representative shall prepare or cause to be prepared and file or cause to be timely filed all Tax Returns of the Company for all taxable periods ending on or before the Closing Date (“Pre-Closing Taxable Periods”Tax Periods that are due (taking into account applicable extensions) that have not been filed on or prior to the Closing Date. The Securityholder Representative All Tax Returns filed with respect to Pre-Closing Tax Periods shall permit Parent to review be prepared using the same accounting method and comment on each such Tax Return described in elections used for the prior sentence at least ten (10) days prior to filing and shall make such revisions to preparation of such Tax Returns as are reasonably requested in the preceding taxable period unless otherwise required by Parent applicable Law or mutually approved by the Purchaser and the Seller Representative in writing. The Sellers shall pay or cause to be paid on behalf of the Company all Taxes of the Company with respect to all Pre-Closing Tax Periods except to the extent such revisions Taxes were taken into consideration in computing Closing TNAV and excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income. Any Tax refunds that are consistent with applicable Law. Parentreceived by the Company, Buyerand any amounts credited against Taxes to which the Company become entitled, the Surviving LLC and their respective Affiliates shall not amend any Tax Return for any Pre-Closing Tax Period, file any Tax Return for that relate to any Pre-Closing Tax Period in (including the pre-Closing portion of a jurisdiction in which Straddle Period), shall be for the Company did not previously fileaccount of the Sellers, and the Purchaser shall pay over to the Sellers any such refund or extend the statute of limitations period in respect amount of any such credit within fifteen (15) days after receipt thereof or entitlement thereto, except to the extent such Tax Returnrefunds were taken into consideration in computing Closing TNAV. In addition, without to the written consent extent that a claim for refund or a proceeding results in a payment or credit against Tax by any taxing authority to the Company of any amount that had been taken into account as a liability for Taxes in the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless such amendment, filing, or extension is required pursuant to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. Parent, BuyerClosing TNAV, the Surviving LLC and their respective Affiliates Purchaser shall not make, change or revoke any Tax election that would result in an increase to the amounts owed by the Members under this Agreement without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless making, changing or revoking such election is required pursuant DB3/200169974.12 to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. The Company shall not, and Parent, Buyer, the Surviving LLC and their respective Affiliates shall not cause the Company or the Surviving LLC to, take any action on or after the Closing outside the ordinary course of business that would increase the liability of the Members for Taxes of the Company under this Agreement, except as required by applicable Law. All Tax Returns to be prepared by the Securityholder Representative pursuant to this Section 6.2 shall be prepared in a manner consistent with the past practice of the Company, except as otherwise required by applicable Law. The Members shall be responsible for, and shall pay, all Taxes of the Company for all Pre-Closing Taxable Periods, including Taxes resulting from any Contest. Such payments shall be made no later than five (5) Business Days prior pay such amount to the due date for paying such amount of Taxes to the relevant tax authority. The parties hereto agree and acknowledge that all deductions Sellers within fifteen (if any15) relating to the payment of Company Debt, Transaction Expenses, Change in Control Payments (and related payroll Taxes), and payments to each holder of Company Phantom Units with respect to such Company Phantom Units (and related payroll Taxes) shall be reported on the federal income Tax Return of the Company for the period ending on the Closing Date, unless otherwise required to be reported pursuant to applicable Lawdays after receipt or entitlement thereto.

Tax Periods Ending on or Before the Closing Date. The Securityholder Representative (a) Buyer shall prepare prepare, or cause to be prepared prepared, and file file, or cause to be filed filed, all Tax Returns of for the Company and its Subsidiaries (other than Income Tax Returns) for all taxable Tax periods ending on or before the Closing Date (“Pre-Closing Taxable Periods”) that have not been filed prior to the Closing Date that are filed after the Closing Date. The Securityholder Representative Buyer shall permit Parent to provide Seller with copies of any such Tax Returns for Seller’s reasonable review and comment on each such Tax Return described in the prior sentence comment, at least ten thirty (1030) days prior to filing and shall make such revisions to such the due date thereof. If, within twenty (20) days after the receipt of the Tax Returns as are reasonably requested by Parent to Return, Seller (i) notifies Buyer that it disputes the extent such revisions are consistent with applicable Law. Parent, Buyer, manner of preparation of the Surviving LLC and their respective Affiliates shall not amend any Tax Return for any Pre-Closing Tax Period, file any Tax Return for any Pre-Closing Tax Period and (ii) provides Buyer with a statement setting forth in a jurisdiction in which the Company did not previously file, or extend the statute reasonable detail its proposed form of limitations period in respect of any such Tax Return, without then Buyer and Seller shall attempt to resolve their disagreement within five (5) days following Seller’s notification of Buyer of such disagreement. If Buyer and Seller are not able to resolve their disagreement, the written consent dispute shall be submitted to the Accountants. The Accountants shall resolve the disagreement within thirty (30) days after the date on which they are engaged or as soon as possible thereafter. The determination of the Securityholder Representative, which consent Accountants shall not be unreasonably withheld, conditioned or delayed, unless such amendment, filing, or extension is required pursuant to a final determination within binding on the meaning of Section 1313 Parties. The cost of the Codeservices of the Accountants shall be borne by the Party whose calculation of the matter in disagreement differs the most from the calculation as finally determined by the Accountants. If each of the Party’s calculation differs equally from the calculation as finally determined by the Accountants, or any analogous provision of applicable state, local or foreign Lawthen such cost will be borne half by Seller and half by Buyer. Parent, Seller shall pay to Buyer, the Surviving LLC and their respective Affiliates shall not make, change or revoke any Tax election that would result in an increase to the amounts owed by the Members under this Agreement without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless making, changing or revoking such election is required pursuant DB3/200169974.12 to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. The Company shall not, and Parent, Buyer, the Surviving LLC and their respective Affiliates shall not cause the Company or the Surviving LLC to, take any action on or after the Closing outside the ordinary course of business that would increase the liability of the Members for Taxes of the Company under this Agreement, except as required by applicable Law. All Tax Returns to be prepared by the Securityholder Representative pursuant to this Section 6.2 shall be prepared in a manner consistent with the past practice of the Company, except as otherwise required by applicable Law. The Members shall be responsible for, and shall pay, all Taxes of the Company for all Pre-Closing Taxable Periods, including Taxes resulting from any Contest. Such payments shall be made no later than five (5) Business Days prior to before the due date for paying such amount of Taxes to the relevant tax authority. The parties hereto agree and acknowledge that all deductions (if any) relating to the payment of Company Debt, Transaction Expenses, Change in Control Payments (and related payroll Taxes), and payments to each holder of Company Phantom Units Taxes with respect to such Company Phantom Units (and related payroll Taxes) shall be reported on Tax Return, all Taxes shown as due thereon, but only to the federal income Tax Return extent such Taxes are not reflected as a liability for purposes of calculating Working Capital or included in the Company for the period ending Debt Amount or Mxxxxx Sxxxxxx Obligations set forth on the Closing Date, unless otherwise required to be reported pursuant to applicable LawStatement.

Tax Periods Ending on or Before the Closing Date. The Securityholder Representative shall Partners will prepare or cause to be prepared prepared, and timely file or cause to be filed timely filed, at the Partners’ sole expense, all Tax Returns of each Acquired Company or with respect to the assets of each Acquired Company for all taxable periods any taxation period ending on or before the Closing Date (“Pre-Closing Taxable Periods”) that have including but not been filed prior to the Closing Date. The Securityholder Representative shall permit Parent to review and comment on each such Tax Return described in the prior sentence at least ten (10) days prior to filing and shall make such revisions limited to such Tax Returns as that are reasonably requested by Parent to the extent such revisions are consistent with applicable Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not amend any Tax Return for any Pre-Closing Tax Period, file any Tax Return for any Pre-Closing Tax Period in a jurisdiction in which the Company did not previously file, or extend the statute of limitations period in respect of any such Tax Return, without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless such amendment, filing, or extension is required pursuant to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not make, change or revoke any Tax election that would result in an increase to the amounts owed by the Members under this Agreement without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless making, changing or revoking such election is required pursuant DB3/200169974.12 to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. The Company shall not, and Parent, Buyer, the Surviving LLC and their respective Affiliates shall not cause the Company or the Surviving LLC to, take any action on or due after the Closing outside the ordinary course of business that would increase the liability of the Members for Taxes of the Company under this Agreement, except as required by applicable LawDate (taking into account extensions). All Such Tax Returns to will be prepared by the Securityholder Representative pursuant to this Section 6.2 shall be prepared treating items on such Tax Returns in a manner consistent with the past practice of the Company, except as with respect to such items unless otherwise required by applicable Applicable Law. The Members shall be responsible for, and shall pay, all Taxes Partners Representative will provide to Quanta a draft of the Company for all Pre-Closing Taxable Periods, including Taxes resulting from any Contest. Such payments shall be made no later than five each such Tax Return (5along with supporting workpapers) Business Days at least thirty (30) days prior to the due date for paying such amount the filing and, in the case of Taxes to the relevant tax authority. The parties hereto agree and acknowledge that all deductions (if any) relating to the payment of Company Debt, Transaction Expenses, Change in Control Payments (and related payroll Taxes), and payments to each holder of Company Phantom Units with respect to such Company Phantom Units (and related payroll Taxes) shall be reported on the federal income a Tax Return of the Company for the period ending on due within thirty (30) days after the Closing Date, unless otherwise required as soon as practical before the filing date. Within fifteen (15) days after receipt of the draft of each such Tax Return, or as soon as practical after the receipt of a Tax Return due within thirty (30) days after the Closing, Quanta will notify the Partners Representative of the existence of any objection, specifying in reasonable detail the nature and basis of such objection, to any items set forth on such draft Tax Return. Quanta and the Partners Representative agree to consult and resolve in good faith any such objection, it being agreed that if an item is being treated in a manner consistent with past practice, such item will be rebuttably presumed to be reported reasonable and appropriate. The Partners shall timely pay to the appropriate Tax Authority an amount that is equal to the excess, if any, of (x) the aggregate Taxes payable by the Acquired Companies as shown on the Tax Returns over (y) the amount of any estimated payments previously made prior to the Closing Date with respect to the taxable period for which such Taxes relate (such excess amount, the “Pre-Closing Tax Excess Amount”); provided, that no amount shall be included in the computation of the Pre-Closing Tax Excess Amount to the extent that such amount has been included as an asset or liability in the computation of Closing Date NWC. No payment pursuant to applicable Law.this ‎Section 4.5(a) shall excuse the Partners from their indemnification obligations pursuant to Section 8.1 if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns exceeds the amount taken into account in the Pre-Closing Tax Excess Amount. Promptly after the filing of the Tax Returns, the Partners Representative shall provide to Quanta a copy of such Tax Returns as executed and filed and evidence of any Tax payments made in connection with such Tax Returns. (b)

Tax Periods Ending on or Before the Closing Date. The Securityholder Representative shall prepare and timely file, or cause to be prepared and file or cause to be filed timely filed, all Tax Returns of for the Company for all taxable periods ending on or before filed after the Closing Date (“Pre-Closing Taxable Periods”) that have not been filed prior to the Closing Date. The Securityholder Representative shall permit Parent to review and comment on each such Tax Return described in the prior sentence at least ten (10) days prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by Parent to the extent such revisions are consistent with applicable Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not amend any Tax Return for any all Pre-Closing Tax Period, file Periods (other than any Tax Return Returns for any Pre-Closing Tax Straddle Period in a jurisdiction in which of the Company did not previously fileCompany), or extend the statute of limitations period in respect of any such Tax Returnincluding, without the written consent of the Securityholder Representativelimitation, which consent shall not be unreasonably withheld, conditioned or delayed, unless such amendment, filing, or extension is required pursuant to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign LawPass-through Tax Returns. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not make, change or revoke any Tax election that would result in an increase to the amounts owed by the Members under this Agreement without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless making, changing or revoking such election is required pursuant DB3/200169974.12 to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. The Company shall not, and Parent, Buyer, the Surviving LLC and their respective Affiliates shall not cause the Company or the Surviving LLC to, take any action on or after the Closing outside the ordinary course of business that would increase the liability of the Members for Taxes of the Company under this Agreement, except as required by applicable Law. All Such Tax Returns to shall be prepared by the Securityholder Representative pursuant to this Section 6.2 shall be prepared treating items on such Tax Returns in a manner consistent with the past practice practices of the CompanyCompany with respect to such items, except as unless otherwise required by applicable Law. The Members Representative shall be responsible for, and shall pay, all Taxes of the Company for all Pre-Closing Taxable Periods, including Taxes resulting from any Contest. Such payments shall be made no later than five permit Buyer a reasonable opportunity to review each such Tax Return at least thirty (530) Business Days days prior to the due date for paying such amount of Taxes to filing, including any extensions, and the relevant tax authorityRepresentative shall reflect all reasonable comments proposed by Buyer in writing. The parties hereto agree and acknowledge that To the extent consistent with applicable Law, all deductions (if any) relating related to the payment of Company Debtany transaction-related expense, Transaction Expensesincluding any deduction associated with a transaction-related compensatory payment, Change in Control Payments (and related payroll Taxes), and payments to each holder of Company Phantom Units with respect to such Company Phantom Units (and related payroll Taxes) shall be reported on the federal income Company’s Tax Return for the Pre-Closing Tax Period as provided in Section 10.3. Any such Tax Return filed after the Closing Date shall be provided to Buyer at least ten (10) calendar days prior to the due date for filing such return (taking into account applicable extensions), and Buyer shall thereafter cause the Company to execute and timely file such Tax Return and shall cause the Company to timely remit any Taxes payable with respect to such Tax Return; provided, however, that Buyer shall be indemnified by Sellers at least two days prior to the date on which such Taxes are due to the extent provided in Article 9 hereof to the extent that such Taxes were not included as Unpaid Taxes, Transaction Expenses, Net Working Capital or otherwise taken into account as a reduction in the calculation of the Company for Final Cash Purchase Price under Section 1.3. For the period ending on avoidance of doubt, (i) the Closing DateRepresentative may transmit any such Tax Returns electronically, unless (ii) Buyer will provide the e-mail address of a Buyer representative authorized to receive and review such Tax Returns and (iii) Buyer agrees to maintain the confidentiality of such Tax Returns, except as may otherwise be required to be reported pursuant to under applicable Law.

Tax Periods Ending on or Before the Closing Date. The Securityholder Representative Company shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of for the Company and its Subsidiaries for all taxable periods ending on or before the Closing Date (“Pre-Closing Taxable Periods”) that have not been filed prior to the Closing Date which are filed after the Closing Date. All income Tax Returns prepared by the Company pursuant to this Section 10.3(b) shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law. The Securityholder Representative Parent and the Company shall permit Parent the Principal Shareholder to review and comment on each such Tax Return described in the prior preceding sentence at least ten (10) days prior to filing and shall make such revisions filing. With respect to such Tax Returns as are reasonably requested by Parent Returns, the Company shall promptly prepare and provide to the extent such revisions are consistent with applicable Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not amend any Tax Return for any Pre-Closing Tax Period, file any Tax Return for any Pre-Closing Tax Period in a jurisdiction in which the Company did not previously file, or extend the statute of limitations period in respect Principal Shareholder copies of any such Tax ReturnReturns and the schedules and workpapers related thereto. Notwithstanding any other provision of this Agreement, without (i) the written consent of Company shall control the Securityholder Representative, manner in which consent the Tax Returns to which this Section 10.3(b) applies are prepared and filed and (ii) the Shareholders shall not be unreasonably withheldobligated to indemnify the Parent, conditioned or delayed, unless such amendment, filing, or extension is required pursuant to a final determination within the meaning of Section 1313 of the CodeCompany, or any analogous provision of applicable state, local or foreign Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not make, change or revoke for any Taxes shown as due on such Tax election returns to the extent the amount of such Taxes exceeds the amount that would result in an increase to the amounts owed by the Members under this Agreement without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless making, changing or revoking have been shown as due on such election is required pursuant DB3/200169974.12 to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. The Company shall not, and Parent, Buyer, the Surviving LLC and their respective Affiliates shall not cause the Company or the Surviving LLC to, take any action on or after the Closing outside the ordinary course of business that would increase the liability of the Members for Taxes of the Company under this Agreement, except as required by applicable Law. All Tax Returns to be prepared by the Securityholder Representative pursuant to this Section 6.2 shall be if such Tax returns had been prepared in a manner consistent with the past practice of the Companypractice, except as otherwise required by applicable Lawlaw. The Members Except as required pursuant to a final determination by any taxing authority, neither the Parent nor any Affiliate of the Parent shall (or shall cause or permit any of the Acquired Companies to) amend, refile or otherwise modify (or grant an extension or waiver of any statute of limitations with respect to) any Tax Return relating in whole or in part to the Acquired Companies (x) with respect to any taxable year or period ending on or before the Closing Date without the prior written consent of the Principal Shareholder, which consent shall not be responsible forwithheld if Parent agrees to (i) hold the Shareholders harmless against any indemnification obligations the Shareholders would otherwise incur under this Agreement as a consequence of such action, and shall pay, all Taxes of the Company for all Pre-Closing Taxable Periods, including Taxes resulting from any Contest. Such payments shall be made no later than five (5ii) Business Days prior Parent agrees to pay over to the due date for paying such Shareholders the amount of Taxes to the relevant any tax authority. The parties hereto agree and acknowledge that all deductions (if any) relating to the payment of Company Debt, Transaction Expenses, Change in Control Payments (and related payroll Taxes), and payments to each holder of Company Phantom Units benefit arising with respect to such Company Phantom Units (and related payroll Taxes) shall be reported tax period as a result of such action except to the extent the action would have resulted in an increase in the reserve for Tax liabilities on the federal income Closing Balance Sheet (other than a reserve for deferred taxes established to reflect timing differences between book and Tax income) a decrease in the Company’s Partial-Month Net Income, or an increase in the Company’s Partial-Month Net Loss or (y) with respect to any Straddle Period except in accordance with the procedures set forth in Section 10.3(d) applicable upon the Parent filing a Tax Return for a Straddle Period. If, as a result of error in the preparation of any Tax Return filed by any of the Company for the Acquired Companies with respect to a period ending on before or including the Closing Date, unless or a change in applicable law following the filing of any such Tax Return, amending such Tax Return would decrease the amount of the Acquired Companies’ Taxes with respect to a period ending on or before the Closing Date or a Pre-Closing Partial Period by an amount that materially exceeds any resulting reasonably expected increase in the Acquired Companies’ Taxes for other periods, then, upon the written request of the Principal Shareholder, the Acquired Companies shall (and the Parent shall cause or permit the Acquired Companies to) amend, at the expense of the Principal Shareholder, such Tax Return, and the Parent shall pay over to the Shareholders an amount equal to the excess of the amount of such reduction in Taxes over the amount of any increase in Taxes of Parent or any of the Acquired Companies reasonably expected to result from such amendment with respect to any period beginning after the Closing Date and/or any Post-Closing Partial Period, and providing that the Principal Shareholder agrees to hold the Parent and the Acquired Companies harmless against any indemnification obligations the Parent and the Acquired Companies would otherwise required to be reported pursuant to applicable Lawincur under this Agreement as a consequence of such amendment.

Tax Periods Ending on or Before the Closing Date. The Securityholder Stockholder Representative shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of for the Company and its Subsidiaries for all taxable periods ending on or prior to the Closing Date that are required to be filed on or before the Closing Date (“Pre-Closing Taxable Periods”) that have not been Date, which Tax Returns shall be prepared and filed prior to in a manner consistent with past practice of the Closing DateCompany and its Subsidiaries unless otherwise required by applicable Law. The Securityholder Stockholder Representative and the Company shall permit Parent to review and comment on each such any material Tax Return described in the prior preceding sentence at least ten (10) days prior to filing and shall make consider such revisions comments in good faith. Parent shall prepare or cause to such be prepared and file or cause to be filed all Tax Returns as are reasonably requested by Parent for the Company and its Subsidiaries for all periods ending on or prior to the extent such revisions Closing Date that are consistent with applicable Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not amend any Tax Return for any Pre-Closing Tax Period, file any Tax Return for any Pre-Closing Tax Period in a jurisdiction in which the Company did not previously file, or extend the statute of limitations period in respect of any such Tax Return, without the written consent of the Securityholder Representative, which consent shall not required to be unreasonably withheld, conditioned or delayed, unless such amendment, filing, or extension is required pursuant to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not make, change or revoke any Tax election that would result in an increase to the amounts owed by the Members under this Agreement without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless making, changing or revoking such election is required pursuant DB3/200169974.12 to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. The Company shall not, and Parent, Buyer, the Surviving LLC and their respective Affiliates shall not cause the Company or the Surviving LLC to, take any action on or filed after the Closing outside the ordinary course of business that would increase the liability of the Members for Taxes of the Company under this AgreementDate, except as required by applicable Law. All which Tax Returns to be prepared by the Securityholder Representative pursuant to this Section 6.2 shall be prepared and filed in a manner consistent with the past practice of the Company, except as Company and its Subsidiaries unless otherwise required by applicable Law. The Members Parent shall be responsible fortake any available deduction for Tax purposes in respect of (i) the repayment of Indebtedness, (ii) payments through the Company’s payroll system at or prior to the Closing, (iii) all payments to Company Option Holders or other payments of compensation pursuant to this Agreement (in each case, other than in respect of Section 1.7(e) or Section 8.3(h)) and (iv) Third-Party Expenses on such Tax Returns to the extent permitted by applicable Law. Parent shall permit the Stockholder Representative to review and comment on any Tax Return described in the preceding sentence prior to filing and shall payobtain the Stockholder Representative’s written consent (not to be unreasonably withheld) prior to filing any such Tax Return. Parent may recover from the Holdback Amount, all without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Holdback Amount) (or, at its election, otherwise pursuant to Article VIII) an amount equal to such Taxes of the Company or any of its Subsidiaries for all Pre-Closing Taxable Periods, including Taxes resulting from any Contest. Such payments shall be made no later than five (5) Business Days prior such periods to the due date for paying extent such amount of Taxes were not taken into account in determining the final binding Net Current Assets to reduce the relevant tax authority. The parties hereto agree and acknowledge that all deductions (if any) relating to the payment of Company Debt, Transaction Expenses, Change in Control Payments (and related payroll TaxesInitial Merger Consideration dollar-for-dollar under Section 1.7(e), and payments to each holder of Company Phantom Units with respect to such Company Phantom Units (and related payroll Taxes) shall be reported on the federal income Tax Return of the Company for the period ending on the Closing Date, unless otherwise required to be reported pursuant to applicable Law.

Tax Periods Ending on or Before the Closing Date. The Securityholder Sellers’ Representative shall prepare prepare, or cause to be prepared prepared, and file file, or cause to be filed filed, all income Tax Returns of (including U.S. federal Form 1065 and related state and local Tax Returns) of, for, or including the Company and each Subsidiary for all taxable periods ending on or before prior to the Closing Date (“Pre-Closing Taxable Periods”) that have not been which are filed prior to after the Closing Date. The Securityholder Sellers’ Representative shall permit Parent the Buyer to review and comment on each such Tax Return described in the prior preceding sentence at least ten (10) days prior to filing and each such Tax Return shall make be filed only with the consent of the Buyer, such revisions consent not to be unreasonably withheld or delayed. The Sellers will be responsible for any and all liability with respect to such Tax Returns as are reasonably requested by Parent to and, upon request from the extent such revisions are consistent with applicable Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not amend any Tax Return for any Pre-Closing Tax Period, file any Tax Return for any Pre-Closing Tax Period provide reasonable assurances that such liability has been satisfied in a jurisdiction in which timely manner. For the Company did not previously avoidance of doubt, the Buyer or its successor shall prepare, or cause to be prepared, and file, or extend the statute of limitations period in respect of any such cause to be filed, all Tax ReturnReturns of, without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless such amendment, filingfor, or extension including the Company and each Subsidiary for all periods ending on or prior to the Closing Date other than those Tax Returns for which the Sellers’ Representative is required responsible pursuant to a final determination within the meaning first sentence of this Section 1313 of the Code6.2(a); provided, that Buyer shall prepare all Tax Returns for periods ending on or any analogous provision of applicable state, local or foreign Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not make, change or revoke any Tax election that would result in an increase prior to the amounts owed by the Members under this Agreement without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless making, changing or revoking such election is required pursuant DB3/200169974.12 to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. The Company shall not, and Parent, Buyer, the Surviving LLC and their respective Affiliates shall not cause the Company or the Surviving LLC to, take any action on or after the Closing outside the ordinary course of business that would increase the liability of the Members for Taxes of the Company under this Agreement, except as required by applicable Law. All Tax Returns to be prepared by the Securityholder Representative pursuant to this Section 6.2 shall be prepared Date in a manner consistent with the Company’s past practice to the extent consistent with applicable law; provided further, that in the event any such Tax Return reflects an amount due and owing for which the Beneficial Sellers may have an indemnification obligation pursuant to Section 9.2 hereof, Buyer shall permit the Sellers’ Representative to review and comment any such Tax Return and such Tax Return shall be filed only with the consent of the CompanySellers’ Representative, except as otherwise required by applicable Law. The Members shall be responsible for, and shall pay, all Taxes of the Company for all Pre-Closing Taxable Periods, including Taxes resulting from any Contest. Such payments shall be made no later than five (5) Business Days prior to the due date for paying such amount of Taxes to the relevant tax authority. The parties hereto agree and acknowledge that all deductions (if any) relating to the payment of Company Debt, Transaction Expenses, Change in Control Payments (and related payroll Taxes), and payments to each holder of Company Phantom Units with respect to such Company Phantom Units (and related payroll Taxes) shall be reported on the federal income Tax Return of the Company for the period ending on the Closing Date, unless otherwise required consent not to be reported pursuant to applicable Lawunreasonably withheld or delayed.

Tax Periods Ending on or Before the Closing Date. The Securityholder Representative Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of for the Company Companies for all taxable periods ending on or before prior to the Closing Date (the “Pre-Closing Taxable PeriodsPeriod Tax Returns”). The Seller shall permit the Buyer and PubCo to review and comment on each such Pre-Closing Period Tax Return prior to filing and shall furnish a copy of any such Pre-Closing Period Tax Return that it proposes be filed to Buyer and PubCo for such review at least 20 days before the proposed filing date and shall consult with Buyer and PubCo (without obligation to make such changes, unless they are required to comply with Law or would not result in higher tax liability for Seller) that have not been filed with respect to any changes thereto as may be reasonably requested by Buyer or PubCo. Seller shall elect to change AMBI’s method of accounting from the “cash” method to the “accrual” method for the period ending on or prior to the Closing Date. The Securityholder Representative Seller shall permit Parent timely file (or cause to review and comment on each such be timely filed) all Pre-Closing Period Tax Returns; provided, however, if any Pre-Closing Period Tax Return described is due after the Closing Date and the Seller is not authorized to file such Pre-Closing Period Tax Return by Law, Buyer shall promptly file (or cause to be promptly filed) such Pre-Closing Period Tax Return as prepared and furnished by the Seller to the Buyer or PubCo in conformity with the prior second sentence at least ten (10) days prior of this Section 9(a). Seller shall pay all Taxes due and owing with respect to filing and shall make such revisions to such the Pre-Closing Period Tax Returns as are reasonably requested by Parent to the extent such revisions Taxes are consistent with applicable Law. Parent, Buyer, not reflected in the Surviving LLC reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and their respective Affiliates shall not amend any Tax Return for any Pre-Closing Tax Period, file any Tax Return for any Pre-Closing Tax Period in a jurisdiction in which income) shown on the Company did not previously file, or extend the statute of limitations period in respect of any such Tax Return, without the written consent face of the Securityholder RepresentativeMost Recent Balance Sheet (rather than the notes thereto), which consent shall not be unreasonably withheld, conditioned or delayed, unless as such amendment, filing, or extension reserve is required pursuant to a final determination within adjusted for the meaning passage of Section 1313 time through the Closing Date in accordance with ordinary custom and practices of the Code, or any analogous provision of applicable state, local or foreign Law. Parent, Buyer, the Surviving LLC Companies in creating and their respective Affiliates shall not make, change or revoke any Tax election that would result in an increase to the amounts owed by the Members under this Agreement without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless making, changing or revoking maintaining such election is required pursuant DB3/200169974.12 to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. The Company shall not, and Parent, Buyer, the Surviving LLC and their respective Affiliates shall not cause the Company or the Surviving LLC to, take any action on or after the Closing outside the ordinary course of business that would increase the liability of the Members for Taxes of the Company under this Agreement, except as required by applicable Law. All Tax Returns to be prepared by the Securityholder Representative pursuant to this Section 6.2 shall be prepared in a manner consistent with the past practice of the Company, except as otherwise required by applicable Law. The Members shall be responsible for, and shall pay, all Taxes of the Company for all Pre-Closing Taxable Periods, including Taxes resulting from any Contest. Such payments shall be made no later than five (5) Business Days prior to the due date for paying such amount of Taxes to the relevant tax authority. The parties hereto agree and acknowledge that all deductions (if any) relating to the payment of Company Debt, Transaction Expenses, Change in Control Payments (and related payroll Taxes), and payments to each holder of Company Phantom Units with respect to such Company Phantom Units (and related payroll Taxes) shall be reported on the federal income Tax Return of the Company for the period ending on the Closing Date, unless otherwise required to be reported pursuant to applicable Lawreserves.

Tax Periods Ending on or Before the Closing Date. The Securityholder Representative Purchaser shall prepare or cause to be prepared prepared, on a basis consistent with prior Tax Returns, and timely file or cause to be timely filed all Tax Returns of for the Company SIGNAL Companies for all taxable Tax periods ending on or before the Closing Date (“Pre-Closing Taxable Periods”) that have not been filed prior to the Closing Date which are required to be filed on or after the Closing Date. The Securityholder Representative Purchaser shall permit Parent Sellers to review and comment on each such Tax Return described in the prior sentence at least ten Returns not less than thirty (1030) days prior to the filing of such Tax Returns and Purchaser shall make or cause to be made such revisions to such Tax Returns as are reasonably requested by Parent Sellers and shall cause such Tax Returns to be filed as so revised. For this purpose, any such requested revision that is not inconsistent with prior practice and that would not subject any SIGNAL Company or Tax Return preparer to penalties shall be deemed reasonable. Purchaser shall timely pay or cause each SIGNAL Company to timely pay all Taxes reflected as being payable by such SIGNAL Company on any such Tax Return and Sellers shall indemnify the applicable SIGNAL Company within fifteen (15) days after the later of (i) payment by Purchaser or the SIGNAL Companies of such Taxes and (ii) Sellers' receipt of notice that such Taxes have been paid, to the extent such revisions Taxes are consistent with applicable Law. Parent, Buyer, not reflected in the Surviving LLC reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and their respective Affiliates shall not amend any Tax Return income) shown in the Financial Statements as adjusted for any Pre-Closing Tax Period, file any Tax Return for any Pre-Closing Tax Period operations and transactions in a jurisdiction in which the Company did not previously file, or extend the statute of limitations period in respect of any such Tax Return, without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless such amendment, filing, or extension is required pursuant to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not make, change or revoke any Tax election that would result in an increase to the amounts owed by the Members under this Agreement without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless making, changing or revoking such election is required pursuant DB3/200169974.12 to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. The Company shall not, and Parent, Buyer, the Surviving LLC and their respective Affiliates shall not cause the Company or the Surviving LLC to, take any action on or after the Closing outside the ordinary course of business that would increase since the liability ending date of the Members for Taxes of the Company under this Agreement, except as required by applicable Law. All Tax Returns to be prepared by the Securityholder Representative pursuant to this Section 6.2 shall be prepared in a manner consistent with the past practice of the Company, except as otherwise required by applicable Law. The Members shall be responsible for, and shall pay, all Taxes of the Company for all Pre-Closing Taxable Periods, including Taxes resulting from any Contest. Such payments shall be made no later than five (5) Business Days prior to the due date for paying such amount of Taxes to the relevant tax authority. The parties hereto agree and acknowledge that all deductions (if any) relating to the payment of Company Debt, Transaction Expenses, Change in Control Payments (and related payroll Taxes), and payments to each holder of Company Phantom Units with respect to such Company Phantom Units (and related payroll Taxes) shall be reported on the federal income Tax Return of the Company for the period ending on Financial Statements through the Closing Date, unless otherwise required to be reported pursuant to applicable LawDate in accordance with past practice.

Tax Periods Ending on or Before the Closing Date. For the avoidance of doubt, the Parties hereto agree that the taxable year of the Company, as a subchapter S corporation, shall terminate and end at the end of the Closing Date for federal income tax purposes (and to the extent applicable, for state and local tax purposes as well), and that all items of income, gain, deduction, or loss recognized after the Closing Date shall be included by the Company and the Buyer in the Buyer’s consolidated federal income tax return (and to the extent applicable, in the Buyer’s tax return for state and local tax purposes as well). For the avoidance of doubt, the Parties hereto agree that all expenses paid or accrued by the Company on or prior to the Closing Date shall be reflected on the Company’s final subchapter S tax return and will be reflected in the calculation of Actual Working Capital. The Securityholder Representative shall Seller shall, at her expense, prepare or cause to be prepared and timely file or cause to be filed all Tax Returns of for the Company for all taxable periods ending which end on or before the Closing Date (“Pre-Closing Taxable Periods”) Date; provided, however, that Buyer shall have not been filed prior to the Closing Date. The Securityholder Representative shall permit Parent right to review and comment on each such Tax Return described in the prior sentence at least ten (10) days prior to filing and shall make such revisions to approve such Tax Returns as are reasonably requested by Parent prior to filing. To the extent such revisions are consistent with applicable Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not amend any Tax Return for any Pre-Closing Tax Period, file any Tax Return for any Pre-Closing Tax Period in a jurisdiction in which the Company did not previously file, or extend the statute of limitations period in respect of any such Tax Return, without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless such amendment, filing, or extension is required pursuant to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not make, change or revoke any Tax election that would result in an increase to the amounts owed by the Members under this Agreement without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless making, changing or revoking such election is required pursuant DB3/200169974.12 to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. The Company shall not, and Parent, Buyer, the Surviving LLC and their respective Affiliates shall not cause the Company or the Surviving LLC to, take any action on or after the Closing outside the ordinary course of business that would increase the liability of the Members for Taxes of the Company under this Agreement, except as required permitted by applicable Law. All law, Seller shall include any income, gain, loss, deduction or other tax items for such periods on Seller’s Tax Returns to be prepared by the Securityholder Representative pursuant to this Section 6.2 shall be prepared in a manner consistent with the past practice of the Company, except as otherwise required Schedule K-1s furnished by applicable Law. The Members shall be responsible for, and shall pay, all Taxes of the Company to Seller for all Pre-such periods. With respect to any Tax year beginning before and ending after the Closing Taxable Periods, including Taxes resulting from any Contest. Such payments shall be made no later than five Date (5) Business Days prior to the due date for paying such amount of Taxes to the relevant tax authority. The parties hereto agree and acknowledge that all deductions (if any) relating to the payment of Company Debt, Transaction Expenses, Change in Control Payments (and related payroll Taxesa “Straddle Year”), and payments the portion of such Tax related to each holder of Company Phantom Units with respect to such Company Phantom Units (and related payroll Taxes) shall be reported on the federal income Tax Return of the Company for the period ending on the Closing Date (the “Pre-Closing Period”) shall be deemed to be: (a) in the case of Taxes other than income Taxes, franchise Taxes (as determined by reference to income) and sales and use Taxes, equal to the amount of such Taxes for the entire Straddle Year multiplied by a fraction the numerator of which is the number of days during the Straddle Year that are in the Pre-Closing Period and the denominator of which is the number of days in the Straddle Year; and (b) in the case of income Taxes, franchise Taxes (as determined by reference to income) and sales and use Taxes, as determined from the books and records of the Company as though the taxable year of the Company terminated at the close of business on the Closing Date and based on accounting methods, elections, and conventions that do not have the effect of distorting income and expenses. The closing of the books and records of the Company for purposes of apportionment of Taxes between the Pre-Closing Period and the period after Closing shall take into account any recording of Tax liability arising from any adjustments made (or that should be made under principles of accounting) to any books or financial statement as of the Closing Date in connection with the Closing (including, without limitation, any Tax relating to distributions of property by the Company to the Seller occurring prior to or on the Closing Date, unless otherwise required the Section 338(h)(10) Election and built-in gains Taxes) and such adjustments shall be allocable in their entirety to be reported pursuant the Pre-Closing Period. The Seller shall reimburse the Buyer for any Taxes of the Company applicable to applicable Lawthe Pre-Closing Period paid by the Buyer within fifteen (15) days after payment by Buyer or the Company of such Taxes.

Tax Periods Ending on or Before the Closing Date. The Securityholder Representative Sellers ------------------------------------------------ and Purchaser shall jointly prepare or cause to be prepared prepared, and file or cause to be filed filed, and negotiate and agreed or caused to be negotiated and agree all Tax Returns for each of the Company Companies for all taxable periods ending on or before the Closing Date (“Pre-Closing Taxable Periods”) that have not been filed prior to the Closing DateDate which Tax Returns shall be prepared in accordance with the past practice and customs of the Companies unless such past practice and customers are clearly erroneous. The Securityholder Representative Purchaser shall permit Parent cause each of the Companies to review and comment on each sign any claim or election relating to any such Tax Return described in as jointly agreed by Purchaser and Seller. The Seller and Purchaser shall use all reasonable endeavors to agree on the prior sentence at least ten (10) days prior to filing and shall make such revisions to such form of the Tax Returns as are reasonably requested by Parent to be submitted to the extent relevant tax authority and both parties agree that such revisions are consistent with applicable Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not amend any Tax Return for any Pre-Closing Tax Period, file any Tax Return for any Pre-Closing Tax Period in a jurisdiction in which the Company did not previously file, agreement or extend the statute of limitations period in respect of any such Tax Return, without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned withheld or delayed. If the Seller and Purchaser are unable to agree to the form of a Tax Return within 30 days of it being prepared, unless the dispute in question shall be referred to an independent firm of Accountants, jointly selected, by the parties or in the absence of such amendment, filing, or extension is required pursuant to a final determination within agreement by the meaning of Section 1313 President of the Code, or Institute of Chartered Accountants of England and Wales in the case of the Companies which are resident in the United Kingdom for tax purposes. Such person shall act as an expert and save in the case of manifest error his determination shall be binding on both parties. In the event that any analogous provision dispute arises between Seller and Purchaser regarding the negotiation and/or agreement of applicable state, local or foreign Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not make, change or revoke any Tax election Return, such dispute shall be settled in the same manner as that would result set out in an increase this clause. Seller shall pay to Purchaser all Taxes shown to be due on such Tax Returns within 15 days after receipt of a xxxx from Purchaser for such Taxes to the amounts owed by extent such Taxes are not reflected in the Members under this Agreement without reserve for Tax Liability shown on the written consent Balance Sheet of the Securityholder RepresentativeCompanies at and for the fiscal year ended December 31, which consent shall not be unreasonably withheld, conditioned or delayed, unless making, changing or revoking such election is required pursuant DB3/200169974.12 to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. The Company shall not, 1998 as adjusted for operations and Parent, Buyer, the Surviving LLC and their respective Affiliates shall not cause the Company or the Surviving LLC to, take any action on or after the Closing outside transactions in the ordinary course of business that would increase through the liability of the Members for Taxes of the Company under this Agreement, except as required by applicable Law. All Tax Returns to be prepared by the Securityholder Representative pursuant to this Section 6.2 shall be prepared Closing Date in a manner consistent accordance with the past practice and custom of the Company, except as otherwise required by applicable Law. The Members shall be responsible for, and shall pay, all Taxes of the Company for all Pre-Closing Taxable Periods, including Taxes resulting from any Contest. Such payments shall be made no later than five (5) Business Days prior to the due date for paying such amount of Taxes to the relevant tax authority. The parties hereto agree and acknowledge that all deductions (if any) relating to the payment of Company Debt, Transaction Expenses, Change in Control Payments (and related payroll Taxes), and payments to each holder of Company Phantom Units with respect to such Company Phantom Units (and related payroll Taxes) shall be reported on the federal income Tax Return of the Company for the period ending on the Closing Date, unless otherwise required to be reported pursuant to applicable LawCompanies.

Tax Periods Ending on or Before the Closing Date. The Securityholder Representative Company shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the for Company and its Subsidiaries for all taxable periods ending on or prior to the Closing Date that are required to be filed on or before the Closing Date (“Pre-Closing Taxable Periods”) that have not been Date, which Tax Returns shall be prepared and filed in a manner consistent with the Ordinary Course of Company and its Subsidiaries unless otherwise required by applicable Law. Company shall provide any Tax Return described in the preceding sentence to Parent within a reasonable period of time prior to the Closing Date. The Securityholder Representative filing, shall permit Parent to review and comment on each any such Tax Return prior to filing and shall consider such comments in good faith. Parent shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for Company and its Subsidiaries for all periods ending on or prior to the Closing Date that are required to be filed after the Closing Date, which Tax Returns shall be prepared and filed in a manner consistent with the Ordinary Course of Company and its Subsidiaries unless otherwise required by applicable Law. Parent shall provide any Tax Return described in the preceding sentence to the Stockholder Representative within a reasonable period of time prior sentence at least ten (10) days to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing and shall make such revisions obtain the Stockholder Representative’s Written consent (not to such Tax Returns as are reasonably requested by Parent to the extent such revisions are consistent with applicable Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not amend any Tax Return for any Pre-Closing Tax Period, file any Tax Return for any Pre-Closing Tax Period in a jurisdiction in which the Company did not previously file, or extend the statute of limitations period in respect of any such Tax Return, without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed) prior to filing any such Tax Return. Parent shall pay or cause to be paid all Taxes required to be paid with each such Tax Return, unless provided that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such amendmentEscrow Account) (or, filingat its election, otherwise pursuant to Article VIII) Pre-Closing Taxes shown as due on such Tax Return. Parent will not file, or extension is required pursuant cause to be filed, any other Tax Returns, including any amended Tax Returns for a final determination within Pre-Closing Tax Period, that reports any liability for Taxes for which the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not make, change or revoke any Tax election that Company Holders would result in have an increase obligation to the amounts owed by the Members indemnify under this Agreement without the written prior Written consent of the Securityholder Representative, which Stockholder Representative (such consent shall not to be unreasonably withheld, conditioned or delayed, unless making, changing or revoking such election is required pursuant DB3/200169974.12 to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. The Company shall not, and Parent, Buyer, the Surviving LLC and their respective Affiliates shall not cause the Company or the Surviving LLC to, take any action on or after the Closing outside the ordinary course of business that would increase the liability of the Members for Taxes of the Company under this Agreement, except as required by applicable Law. All Tax Returns to be prepared by the Securityholder Representative pursuant to this Section 6.2 shall be prepared in a manner consistent with the past practice of the Company, except as otherwise required by applicable Law. The Members shall be responsible for, and shall pay, all Taxes of the Company for all Pre-Closing Taxable Periods, including Taxes resulting from any Contest. Such payments shall be made no later than five (5) Business Days prior to the due date for paying such amount of Taxes to the relevant tax authority. The parties hereto agree and acknowledge that all deductions (if any) relating to the payment of Company Debt, Transaction Expenses, Change in Control Payments (and related payroll Taxes), and payments to each holder of Company Phantom Units with respect to such Company Phantom Units (and related payroll Taxes) shall be reported on the federal income Tax Return of the Company for the period ending on the Closing Date, unless otherwise required to be reported pursuant to applicable Law.

Tax Periods Ending on or Before the Closing Date. The Securityholder Representative Company or, following the Closing, the Stockholders, on behalf of the Company, shall prepare or cause timely file (including without limitation extensions of time to be prepared file) all federal, state, local and file or cause to be filed all other Tax Returns of the Company for all taxable periods ending on or before the Closing Date (“Pre-Closing Taxable Periods”) that have not been filed prior to the Closing Date and have paid or will pay all Taxes attributable to such periods (the “Short Period Returns”). Such returns will be prepared and filed in accordance with applicable Laws and in a manner consistent with past practices of the Company. Prior to filing any Short Period income Tax Return after the Closing Date, Argy, Wxxxxx & Rxxxxxxx, P.C. (“AWR”) shall provide a letter to Buyer indicating that AWR has examined the Tax Return, including accompanying schedules and statements, and the Return is based on all information of which AWR has any knowledge, and to the best of AWR’s knowledge and belief, the Return is true, correct, and complete in all material respects. Prior to filing any Short Period non-income Tax Return after the Closing Date, the Stockholders shall provide such Tax Returns to the Buyer at least fifteen (15) days prior to their due date (taking into account extensions) for the Buyer’s review and comment. The Securityholder Representative Buyer shall permit Parent have seven (7) [*] Indicates confidential text omitted and filed separately with the Securities and Exchange Commission. Business Days to review and comment on each such non-income Tax Return described in the prior sentence at least ten (10) days prior to filing and this Section 8.1(a). The Stockholders shall make such revisions to any such non-income Tax Returns filed after the Closing Date as are reasonably requested by Parent Buyer to the extent ensure that such revisions are consistent with applicable Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not amend any Tax Return for any Pre-Closing Tax Period, file any Tax Return for any Pre-Closing Tax Period in a jurisdiction in which the Company did not previously file, or extend the statute of limitations period in respect of any such Tax Return, without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless such amendment, filing, or extension is required pursuant to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not make, change or revoke any Tax election that would result in an increase to the amounts owed by the Members under this Agreement without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless making, changing or revoking such election is required pursuant DB3/200169974.12 to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. The Company shall not, and Parent, Buyer, the Surviving LLC and their respective Affiliates shall not cause the Company or the Surviving LLC to, take any action on or after the Closing outside the ordinary course of business that would increase the liability of the Members for Taxes of the Company under this Agreement, except as required by applicable Law. All Tax Returns to be prepared by the Securityholder Representative pursuant to this Section 6.2 shall be returns have been prepared in a manner consistent with the past practice reporting practices of the Company, except as otherwise required by Company and in accordance with applicable Law. The Members For this purpose, Buyer’s comments shall be responsible fordeemed reasonable if (x) the Stockholders agree to them, (y) in the written opinion of an Independent Accounting Firm, the reporting position initially proposed by Stockholders is not “more likely than not” to prevail, as defined in Treas. Reg. Section 1.6662-4(d)(2) and the alternative reporting position proposed by Buyer is “more likely than not” to prevail, or (z) in the written opinion of an Independent Accounting Firm, the reporting positions proposed by the Stockholders and Buyer are both “more likely than not” to prevail, and the position proposed by Buyer is consistent with past practice (it being understood that such standard shall pay, all be applied for purposes of this Section 8.1 whether or not the underlying Tax Return is a Tax Return with respect to income Taxes). Buyer shall reimburse the Stockholders for any Taxes of the Company or the Stockholders for all Pre-Closing Taxable Periods, including Taxes resulting from any Contest. Such payments shall be made no later than five which Buyer has an indemnification obligation pursuant to Section 7.2(c) of this Agreement within fifteen (515) Business Days prior to the due date for paying such amount of Taxes to the relevant tax authority. The parties hereto agree and acknowledge that all deductions (if any) relating to the after payment of Company Debt, Transaction Expenses, Change in Control Payments (and related payroll Taxes), and payments to each holder of Company Phantom Units with respect to such Company Phantom Units (and related payroll Taxes) shall be reported on the federal income Tax Return of Taxes by the Company for or the period ending on the Closing Date, unless otherwise required to be reported pursuant to applicable LawStockholders.

Tax Periods Ending on or Before the Closing Date. The Securityholder Representative Seller shall prepare (or cause to be prepared prepared) and file (or cause to be filed filed) all Tax Returns of for the Company Acquired Companies or in which the Acquired Companies are required to be included for all taxable periods ending on or before the Closing Date (“Pre-Closing Taxable Periods”) that have not been filed prior to the Closing DateDate that are filed after the Closing. The Securityholder Representative Seller shall permit Parent be able to review and comment on use employees of the Acquired Companies free of charge to help with the preparation of such Tax Returns, but Seller shall bear any expenses for any third parties that Seller contracts to help in the preparation of such Tax Returns. Seller shall use reasonable efforts to deliver each such Tax Return described Return, in the prior sentence a form ready to be filed, to Buyer, for review and comment, at least ten 20 Business Days before the due date (10including extensions) days prior to filing and shall make such revisions to of any such Tax Return. Buyer at its expense shall prepare (or cause to be prepared) and file (or cause to be filed) all Straddle Period Tax Returns as are reasonably requested by Parent to for the extent Acquired Companies, and such revisions Straddle Returns shall be prepared consistent with prior practices of the Acquired Companies if such prior practices are consistent with applicable Law. Parent, Buyerprovided, the Surviving LLC and their respective Affiliates shall not amend however, any Straddle Period Tax Return returns for any Pre-Closing joint venture which is treated as a partnership for U.S. federal income Tax Periodpurposes (or any corresponding or similar provision of state or local Tax Law) shall be filed in accordance with the terms of each applicable joint venture agreement in accordance with prior practices and otherwise applicable Tax Law. Buyer shall use reasonable efforts to deliver each such Straddle Period Tax Returns, file any Tax Return for any Pre-Closing Tax Period in a jurisdiction in which form ready to be filed, to Seller for review and comment, at least 20 Business Days before the Company did not previously file, or extend the statute of limitations period in respect due date (including extensions) of any such Straddle Period Tax Return, without Returns. Buyer shall make any changes suggested by Seller to the written consent extent such changes are in accordance with the prior practice of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless such amendment, filing, or extension is required pursuant to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. Parent, Buyer, the Surviving LLC Companies and their respective Affiliates shall not make, change or revoke any Tax election that would result are in an increase to the amounts owed by the Members under this Agreement without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless making, changing or revoking such election is required pursuant DB3/200169974.12 to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. The Company shall not, and Parent, Buyer, the Surviving LLC and their respective Affiliates shall not cause the Company or the Surviving LLC to, take any action on or after the Closing outside the ordinary course of business that would increase the liability of the Members for Taxes of the Company under this Agreement, except as required by accordance with applicable Law. All For all Tax Returns to be prepared by the Securityholder Representative pursuant to for which it is responsible under this Section 6.2 7.4, (a) Seller shall notify Buyer of any respect in which such Tax Returns will be prepared in a manner not consistent with the past prior practice of the Company, except as otherwise required by applicable Law. The Members shall be responsible forAcquired Companies, and (b) shall payconsider in good faith all comments submitted by Buyer. For all returns for which it is responsible under this Section 7.4, all Taxes Buyer shall notify Seller of any respect in which such Tax Returns will be not consistent with prior practice of the Company for all Pre-Closing Taxable Periods, including Taxes resulting from any Contest. Such payments shall be made no later than five (5) Business Days prior to the due date for paying such amount of Taxes to the relevant tax authority. The parties hereto agree and acknowledge that all deductions (if any) relating to the payment of Company Debt, Transaction Expenses, Change in Control Payments (and related payroll Taxes)Acquired Companies, and payments to each holder of Company Phantom Units with respect to such Company Phantom Units (and related payroll Taxesb) shall be reported on the federal income Tax Return of the Company for the period ending on the Closing Date, unless otherwise required to be reported pursuant to applicable Lawconsider in good faith all comments submitted by Seller.

Tax Periods Ending on or Before the Closing Date. The Securityholder Representative shall Seller will prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Company Group Entities for all taxable periods ending on or before prior to the Closing Date (each such period, a “Pre-Closing Taxable PeriodsTax Period”) that have not been are required to be filed prior to (taking into account all properly obtained extensions) after the Closing DateDate (each, a “Pre-Closing Tax Return”). The Securityholder Representative shall For each such Pre-Closing Tax Return, the Seller will permit Parent the Buyer to review and comment on each such Pre-Closing Tax Return described in the prior sentence at least ten (10) days prior to filing (or delivering for filing by the Buyer) and shall make such will consider in good faith any revisions to such Tax Returns as are reasonably requested by Parent the Buyer. Without duplication of any right to the extent such revisions are consistent with applicable Law. Parentrecovery herein, Buyer, the Surviving LLC and their respective Affiliates shall not amend any Tax Return for any such Pre-Closing Tax PeriodReturns reporting Taxes imposed on a Company Group Entity and for which a Company Group Entity is primarily liable under Law, file any Tax Return the Seller shall reimburse the Buyer for any such Taxes paid by or on behalf of a Company Group Entity reflected on such Pre-Closing Tax Period in a jurisdiction in which Returns. The Seller shall have the right to control and represent the Company did not previously fileGroup Entities with respect to any Tax claims or audits for Tax periods ending on or before the Closing Date; provided, however, that with respect to the Tax Equity Partnerships, Seller shall have such right only to the extent expressly permitted by the Tax Equity Partnership Agreements (subject to the Buyer’s reasonable cooperation and exercising its rights under the Tax Equity Partnership Agreements in favor of the Seller (as such rights pertain to such Tax claims or extend audits)); provided, further, that with respect to any such Tax claims or audits, (w) the statute of limitations period in Seller shall keep the Buyer reasonably and timely informed with respect to the commencement, status and nature of any such Tax Returnclaim or audit, (x) the Buyer shall have the right to participate in (but not to settle) any such Tax claim or audit at its expense, (y) the Seller shall not settle any such Tax claims or audits without the written consent of the Securityholder RepresentativeBuyer, which consent shall not be unreasonably withheld, conditioned or delayed, unless such amendment, filing, or extension is required pursuant to a final determination within delayed and (z) the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. Parent, Buyer, the Surviving LLC and their respective Affiliates Buyer shall not make, change or revoke any Tax election that would result in an increase to the amounts owed by extent it has the Members under this Agreement without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless making, changing or revoking such election is required pursuant DB3/200169974.12 power to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. The Company shall not, and Parent, Buyer, the Surviving LLC and their respective Affiliates shall not do so cause the Company Group Entities to promptly, file any powers of attorney or other documents required or reasonably requested by the Surviving LLC to, take any action on or after Seller to allow the Closing outside the ordinary course of business that would increase the liability of the Members for Taxes of Seller to represent the Company under this Agreement, except as required by applicable Law. All Group Entities in such Tax Returns to be prepared by the Securityholder Representative pursuant to this Section 6.2 shall be prepared in a manner consistent with the past practice of the Company, except as otherwise required by applicable Law. The Members shall be responsible for, and shall pay, all Taxes of the Company for all Pre-Closing Taxable Periods, including Taxes resulting from any Contest. Such payments shall be made no later than five (5) Business Days prior to the due date for paying such amount of Taxes to the relevant tax authority. The parties hereto agree and acknowledge that all deductions (if any) relating to the payment of Company Debt, Transaction Expenses, Change in Control Payments (and related payroll Taxes), and payments to each holder of Company Phantom Units with respect to such Company Phantom Units (and related payroll Taxes) shall be reported on the federal income Tax Return of the Company for the period ending on the Closing Date, unless otherwise required to be reported pursuant to applicable Lawclaims or audits.

Tax Periods Ending on or Before the Closing Date. The Securityholder Representative Seller is and shall be responsible for all Taxes payable and is entitled to all refunds for all taxable periods of the Company ending on or prior to the Closing Date. Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of for the Company and its Subsidiaries for all taxable periods ending on or before the Closing Date (“Pre-Closing Taxable Periods”) that have not been filed prior to the Closing DateDate which are filed after the Closing Date other than income Tax Returns with respect to periods for which a consolidated, unitary or combined income Tax Return of Seller will include the operations of the Company and its Subsidiaries. The Securityholder Representative Seller shall permit Parent Buyer to review and comment on each such Tax Return described in the preceding sentence prior sentence at least ten to filing. All refunds or credits attributable to a carryback of losses or otherwise for a taxable period of the Company or any Affiliated Group of which the Company is or was a member ending on or prior to the Closing Date shall belong to Seller and shall be remitted by the Company or caused by Buyer to be remitted to Seller within fifteen (1015) days prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by Parent after receipt thereof. In addition, to the extent such revisions are consistent with applicable Law. Parent, Buyerthat a claim for refund or a proceeding results in a payment or credit against Tax by a taxing authority to the Buyer or the Company and its Subsidiaries of any amount accrued on the Closing Date Balance Sheet, the Surviving LLC and their respective Affiliates Buyer shall pay such amount to Seller within fifteen (15) days after receipt thereof. Seller shall not amend be entitled to settle, either administratively or after the commencement of litigation, any Tax Return claim for Taxes which would adversely affect the liability for Taxes of the Buyer or the Company for any Pre-period after the Closing Tax PeriodDate to any extent (including, file any Tax Return for any Pre-Closing Tax Period in a jurisdiction in which but not limited to, the Company did not previously fileimposition of income tax deficiencies, the reduction of asset basis or extend cost adjustments, the statute of limitations period in respect lengthening of any such Tax Returnamortization or depreciation periods, the denial of amortization or depreciation deductions) without the written prior consent of the Securityholder RepresentativeBuyer, which consent shall not be unreasonably withheld, conditioned or delayed, unless such amendment, filing, or extension is required pursuant to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not make, change or revoke any Tax election that would result in an increase to the amounts owed by the Members under this Agreement without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless making, changing or revoking such election is required pursuant DB3/200169974.12 to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. The Company shall not, and Parent, Buyer, the Surviving LLC and their respective Affiliates shall not cause the Company or the Surviving LLC to, take any action on or after the Closing outside the ordinary course of business that would increase the liability of the Members for Taxes of the Company under this Agreement, except as required by applicable Law. All Tax Returns to be prepared by the Securityholder Representative pursuant to this Section 6.2 shall be prepared in a manner consistent with the past practice of the Company, except as otherwise required by applicable Law. The Members shall be responsible for, and shall pay, all Taxes of the Company for all Pre-Closing Taxable Periods, including Taxes resulting from any Contest. Such payments shall be made no later than five (5) Business Days prior to the due date for paying such amount of Taxes to the relevant tax authority. The parties hereto agree and acknowledge that all deductions (if any) relating to the payment of Company Debt, Transaction Expenses, Change in Control Payments (and related payroll Taxes), and payments to each holder of Company Phantom Units with respect to such Company Phantom Units (and related payroll Taxes) shall be reported on the federal income Tax Return of the Company for the period ending on the Closing Date, unless otherwise required to be reported pursuant to applicable Law.

Tax Periods Ending on or Before the Closing Date. The Securityholder Representative Sellers shall prepare or cause to be prepared all Tax Returns for each member of the Maple Group for all Tax periods ending prior to the Closing Date which are to be filed prior to the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for each member of the Company Maple Group for all taxable Tax periods ending on or before prior to the Closing Date (“Pre-Closing Taxable Tax Periods”) that have not been which are required to be filed prior to after the Closing DateDate in a manner that is consistent with the historic tax and accounting methods of such member of the Maple Group; provided that such methods are not contrary to applicable law. The Securityholder Representative Seller shall permit Parent to review and comment on each reimburse Buyer for the cost of preparing such Tax Return described in the prior sentence at least ten (10) days prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by Parent to the extent such revisions are consistent with applicable Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not amend any Tax Return for any Pre-Closing Tax Period, file any Tax Return for any Pre-Closing Tax Period Tax Returns; provided, however that the Seller shall have approved such cost in a jurisdiction in which the Company did not previously file, or extend the statute of limitations period in respect of any such Tax Return, without the written consent of the Securityholder Representativeadvance, which consent such approval shall not be unreasonably withheld, conditioned or delayed, unless such amendment, filing, or extension is required pursuant to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not make, change or revoke any Tax election that would result in an increase to the amounts owed by the Members under this Agreement without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless making, changing or revoking such election is required pursuant DB3/200169974.12 to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. The Company shall not, and Parent, Buyer, the Surviving LLC and their respective Affiliates shall not cause the Company or the Surviving LLC to, take any action on or after the Closing outside the ordinary course of business that would increase the liability of the Members for Taxes of the Company under this Agreement, except as required by applicable Law. All Tax Returns to be prepared by the Securityholder Representative pursuant to this Section 6.2 shall be prepared in a manner consistent with the past practice of the Company, except as otherwise required by applicable Law. The Members Sellers shall be responsible for, and shall pay, for all Taxes of the Company Maple Group for all Pre-Closing Taxable PeriodsTax Periods and shall pay to (or as directed by) the Buyer any Taxes of the Maple Group for all Pre-Closing Tax Periods to the extent such Taxes (x) have not already been paid by the Maple Group prior to the Closing or (y) are not reflected in the accrual for Taxes (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the Closing Balance Sheet, including Taxes resulting from any Contest. Such and such payments shall be made no later than five in each applicable case within fifteen (515) Business Days prior to days after the due date for paying such when the Buyer notifies the Sellers of an amount of such Taxes that is payable to the relevant tax authority. The parties hereto agree and acknowledge that all deductions (if any) relating to the payment of Company Debt, Transaction Expenses, Change in Control Payments (and related payroll Taxes), and payments to each holder of Company Phantom Units with respect to such Company Phantom Units (and related payroll Taxes) shall be reported on the federal income Tax Return of the Company for the period ending on the Closing Date, unless otherwise required to be reported pursuant to applicable LawTaxing Authority.

Tax Periods Ending on or Before the Closing Date. The Securityholder Representative Old Mutual shall ------------------------------------------------ prepare or cause to be prepared and file or cause to be filed all Tax Returns for each of the Company Companies for all taxable periods ending on or prior to the Closing Date which are filed after the Closing Date. Old Mutual shall pay all Taxes attributable to the income earned during Tax periods ending on or before the Closing Date to the extent such Taxes are not reflected in the reserve for Tax Liabilities (“Pre-rather than any reserve for deferred Taxes established to reflect timing difference between book and Tax income) shown on the face of the estimated Closing Taxable Periods”Balance Sheet (rather than in any notes thereto) and the Purchaser shall pay or cause the Companies to pay any other amounts due and owning. The Companies will furnish Tax information to Old Mutual for inclusion in Old Mutual's federal consolidated income Tax Return for the period which includes the Closing Date in accordance with the Companies' past custom and practice. Old Mutual will allow the Purchaser an opportunity to review and comment upon such Tax Returns (including any amended returns) to the extent that have not been filed prior they relate to the Companies at least thirty (30) days in advance of the proposed filing thereof. Old Mutual will take no position on such Tax Returns that relate to the Companies that would adversely affect the Companies after the Closing Date unless such position would be reasonable in the case of a Person that owned the Companies both before and after the Closing Date. The Securityholder Representative income of the Companies will be apportioned to the period up to and including the Closing Date and the period after the Closing Date by closing the books of the Companies as of the end of the Closing Date. After the Closing, the Companies shall permit Parent to review and comment on each such Tax Return described cooperate in the prior sentence at least ten preparation, execution (10) days prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by Parent to the extent such revisions are consistent with applicable Law. Parent, Buyer, the Surviving LLC required) and their respective Affiliates shall not amend any Tax Return for any Pre-Closing Tax Period, file any Tax Return for any Pre-Closing Tax Period in a jurisdiction in which the Company did not previously file, or extend the statute of limitations period in respect filing of any such Tax Return, without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless such amendment, filing, or extension is required pursuant to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not make, change or revoke any Tax election that would result in an increase to the amounts owed by the Members under this Agreement without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless making, changing or revoking such election is required pursuant DB3/200169974.12 to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. The Company shall not, and Parent, Buyer, the Surviving LLC and their respective Affiliates shall not cause the Company or the Surviving LLC to, take any action on or after the Closing outside the ordinary course of business that would increase the liability of the Members for Taxes of the Company under this Agreement, except as required by applicable Law. All Tax Returns to be prepared by the Securityholder Representative pursuant to this Section 6.2 shall be prepared in a manner consistent with the past practice of the Company, except as otherwise required by applicable Law. The Members shall be responsible for, and shall pay, all Taxes of the Company for all Pre-Closing Taxable Periods, including Taxes resulting from any Contest. Such payments shall be made no later than five (5) Business Days prior to the due date for paying such amount of Taxes to the relevant tax authority. The parties hereto agree and acknowledge that all deductions (if any) relating to the payment of Company Debt, Transaction Expenses, Change in Control Payments (and related payroll Taxes), and payments to each holder of Company Phantom Units with respect to such Company Phantom Units (and related payroll Taxes) shall be reported on the federal income Tax Return of the Company for the period ending on the Closing Date, unless otherwise required to be reported pursuant to applicable Lawreturn.

Tax Periods Ending on or Before the Closing Date. The Securityholder Representative To the extent not filed prior hereto, Seller shall prepare or cause to be prepared prepared, in accordance with Applicable Law and file or cause consistent with past practice, each Tax Return required to be filed all Tax Returns of the with respect to an Acquired Company for all taxable periods ending on or before the Closing Date (“Pre-Closing Taxable Periods”) that have not been filed prior to the Closing Date. The Securityholder Representative shall permit Parent to review and comment on each such Tax Return described in the prior sentence at least ten (10) days prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by Parent to the extent such revisions are consistent with applicable Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not amend any Tax Return for any a Pre-Closing Tax Period. At least 20 days prior to the date on which any such Tax Return is due (after taking into account any valid extension), file any Seller shall deliver such Tax Return to Purchaser. No later than five days prior to the date on which such Tax Return for any a Pre-Closing Tax Period in a jurisdiction in which the Company did not previously fileis due (after taking into account any valid extension), or extend the statute of limitations period in respect of any Purchaser, after reasonable consultation with Seller, may make reasonable changes and revisions to such Tax Return, . Seller shall not file such Tax Return without the written consent of the Securityholder RepresentativePurchaser, which consent shall not be unreasonably withheld, conditioned or delayed. To the extent not filed prior hereto, unless Seller shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Pre-Closing Tax Period. Pursuant to Article 10, but without limiting any of the Purchaser’s rights under Article 10, Purchaser may recover from the Indemnity Escrow Fund any Taxes relating to each such amendment, filing, or extension is required Tax Return to the extent not accounted for in the determination of the Aggregate Consideration pursuant to a final determination within the meaning this Agreement. Notwithstanding any other provision of this Agreement, Purchaser may elect to file an election under Section 1313 338(g) of the Code, or Code (including any analogous provision of applicable state, local or foreign Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not make, change or revoke any Tax election that would result in an increase corresponding U.S. state elections) with respect to the amounts owed transactions contemplated by the Members under this Agreement without the written consent of the Securityholder RepresentativeAgreement; provided, which consent shall not be unreasonably withheldhowever, conditioned or delayed, unless making, changing or revoking such election is required pursuant DB3/200169974.12 that Purchaser agrees to compensate and reimburse Seller (up to a final determination maximum amount of $150,000) for any Taxes incurred by Seller or its Affiliates within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. The Company shall not, and Parent, Buyer, the Surviving LLC and their respective Affiliates shall not cause the Company or the Surviving LLC to, take any action on or twelve months after the Closing outside the ordinary course Date as a result of business that would increase the liability such election, net of the Members for Taxes of the Company under this Agreement, except as required by applicable Law. All any Tax Returns benefit to be prepared by the Securityholder Representative pursuant to this Section 6.2 shall be prepared in a manner consistent with the past practice of the Company, except as otherwise required by applicable Law. The Members shall be responsible for, Seller and shall pay, all Taxes of the Company for all Pre-Closing Taxable Periods, including Taxes its Affiliate resulting from any Contest. Such payments shall be made no later than five (5) Business Days prior to the due date for paying such amount of Taxes to the relevant tax authority. The parties hereto agree and acknowledge that all deductions (if any) relating to the payment of Company Debt, Transaction Expenses, Change in Control Payments (and related payroll Taxes), and payments to each holder of Company Phantom Units with respect to such Company Phantom Units (and related payroll Taxes) shall be reported on the federal income Tax Return of the Company for the period ending on the Closing Date, unless otherwise required to be reported pursuant to applicable Lawelection.

Tax Periods Ending on or Before the Closing Date. The Securityholder Representative shall Partners will prepare or cause to be prepared prepared, and timely file or cause to be filed timely filed, at the Partners’ sole expense, all Tax Returns of each Acquired Company or with respect to the assets of each Acquired Company for all taxable periods any taxation period ending on or before the Closing Date (“Pre-Closing Taxable Periods”) that have including but not been filed prior to the Closing Date. The Securityholder Representative shall permit Parent to review and comment on each such Tax Return described in the prior sentence at least ten (10) days prior to filing and shall make such revisions limited to such Tax Returns as that are reasonably requested by Parent to the extent such revisions are consistent with applicable Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not amend any Tax Return for any Pre-Closing Tax Period, file any Tax Return for any Pre-Closing Tax Period in a jurisdiction in which the Company did not previously file, or extend the statute of limitations period in respect of any such Tax Return, without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless such amendment, filing, or extension is required pursuant to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not make, change or revoke any Tax election that would result in an increase to the amounts owed by the Members under this Agreement without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless making, changing or revoking such election is required pursuant DB3/200169974.12 to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. The Company shall not, and Parent, Buyer, the Surviving LLC and their respective Affiliates shall not cause the Company or the Surviving LLC to, take any action on or due after the Closing outside the ordinary course of business that would increase the liability of the Members for Taxes of the Company under this Agreement, except as required by applicable LawDate (taking into account extensions). All Such Tax Returns to will be prepared by the Securityholder Representative pursuant to this Section 6.2 shall be prepared treating items on such Tax Returns in a manner consistent with the past practice of the Company, except as with respect to such items unless otherwise required by applicable Applicable Law. The Members shall be responsible for, and shall pay, all Taxes Partners Representative will provide to Quanta a draft of the Company for all Pre-Closing Taxable Periods, including Taxes resulting from any Contest. Such payments shall be made no later than five each such Tax Return (5along with supporting workpapers) Business Days at least thirty (30) days prior to the due date for paying such amount the filing and, in the case of Taxes to the relevant tax authority. The parties hereto agree and acknowledge that all deductions (if any) relating to the payment of Company Debt, Transaction Expenses, Change in Control Payments (and related payroll Taxes), and payments to each holder of Company Phantom Units with respect to such Company Phantom Units (and related payroll Taxes) shall be reported on the federal income a Tax Return of the Company for the period ending on due within thirty (30) days after the Closing Date, unless otherwise required as soon as practical before the filing date. Within fifteen (15) days after receipt of the draft of each such Tax Return, or as soon as practical after the receipt of a Tax Return due within thirty (30) days after the Closing, Quanta will notify the Partners Representative of the existence of any objection, specifying in reasonable detail the nature and basis of such objection, to any items set forth on such draft Tax Return. Quanta and the Partners Representative agree to consult and resolve in good faith any such objection, it being agreed that if an item is being treated in a manner consistent with past practice, such item will be rebuttably presumed to be reported reasonable and appropriate. The Partners shall timely pay to the appropriate Tax Authority an amount that is equal to the excess, if any, of (x) the aggregate Taxes payable by the Acquired Companies as shown on the Tax Returns over (y) the amount of any estimated payments previously made prior to the Closing Date with respect to the taxable period for which such Taxes relate (such excess amount, the “Pre-Closing Tax Excess Amount”); provided, that no amount shall be included in the computation of the Pre-Closing Tax Excess Amount to the extent that such amount has been included as an asset or liability in the computation of Closing Date NWC. No payment pursuant to applicable Lawthis ‎Section 4.5(a) shall excuse the Partners from their indemnification obligations pursuant to Section 8.1 if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns exceeds the amount taken into account in the Pre-Closing Tax Excess Amount. Promptly after the filing of the Tax Returns, the Partners Representative shall provide to Quanta a copy of such Tax Returns as executed and filed and evidence of any Tax payments made in connection with such Tax Returns.

Tax Periods Ending on or Before the Closing Date. The Securityholder Representative shall prepare or cause to be prepared (i) Buyer and file or cause to be filed all Sellers agree that for Tax Returns purposes the books and records of each of the Company for all SAI Entities shall be closed on the Closing Date. For any taxable periods ending period of either of the SAI Entities that ends on or before the Closing Date (the “Pre-Closing Taxable PeriodsPrevious Tax Period”) that have not been ), the Parent Shareholders shall, at their sole cost and expense, timely prepare and timely file with the appropriate Taxing Authority all Tax Returns, reports and forms required to be filed prior to by or on behalf of the Closing DateSAI Entities (the “Previous Period Returns”). The Securityholder Representative Except as expressly set forth below, the Parent Shareholders shall permit Parent to review and comment on each be responsible for the payment of all Taxes for such Previous Tax Return described in the prior sentence at least ten (10) days prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by Parent Periods to the extent such revisions are consistent with applicable Lawnot paid or provided for in the Financial Statements. Parent, Buyer, the Surviving LLC and their respective Affiliates The Parent Shareholders shall not amend any Tax Return furnish to Dendrite for any Pre-Closing Tax Period, file any Tax Return for any Pre-Closing Tax Period in a jurisdiction in which the Company did not previously file, or extend the statute of limitations period in respect of any such Tax Return, without the written consent of the Securityholder Representativeits consent, which consent shall not be unreasonably withheld, conditioned or delayedcopies of each Previous Period Return prior to filing. If Dendrite does not object within ten (10) business days of receipt of such Previous Period Returns, unless Dendrite shall be deemed to consent to such amendment, filingPrevious Period Returns and the Parent Shareholders shall file same with the appropriate Taxing Authority. The Parent Shareholders agree to file, or extension is required pursuant cause to a final determination within be filed, all Tax Returns, reports and forms for any Previous Tax Period on the meaning of Section 1313 basis that the relevant taxable period ended as of the Codeclose of business on the Closing Date. The Parent Shareholders shall, or any analogous provision of applicable state, local or foreign Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not make, change or revoke any Tax election that would result in an increase to the amounts owed by the Members under this Agreement without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless making, changing or revoking such election is required pursuant DB3/200169974.12 to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. The Company shall not, and Parent, Buyer, the Surviving LLC and their respective Affiliates shall not cause the Company or the Surviving LLC to, take any action on or after the Closing outside the ordinary course of business that would increase the liability of the Members for Taxes of the Company under this Agreement, except as extent required by applicable Law. All law, include any income, gain, loss, deduction or other Tax Returns to be prepared by the Securityholder Representative pursuant to this Section 6.2 shall be prepared items for such Previous Tax Periods on their individual income tax returns in a manner consistent with the past practice of the Company, except as otherwise required by applicable Law. The Members shall be responsible for, and shall pay, all Taxes of the Company Schedule K-1‘s for all Pre-Closing Taxable such Previous Tax Periods, including Taxes resulting from any Contest. Such payments shall be made no later than five (5) Business Days prior to the due date for paying such amount of Taxes to the relevant tax authority. The parties hereto agree and acknowledge that all deductions (if any) relating to the payment of Company Debt, Transaction Expenses, Change in Control Payments (and related payroll Taxes), and payments to each holder of Company Phantom Units with respect to such Company Phantom Units (and related payroll Taxes) shall be reported on the federal income Tax Return of the Company for the period ending on the Closing Date, unless otherwise required to be reported pursuant to applicable Law.

Tax Periods Ending on or Before the Closing Date. (a) The Securityholder Representative Company shall prepare or cause to be prepared prepared, and file or cause to be filed filed, all Tax Returns of with respect to the Company and its Subsidiaries for Tax periods ending on or prior to the Closing Date and required to be filed on or prior thereto, including any amended Tax Returns with respect to such periods (the “Pre-Closing Returns”). Such Tax Returns shall be prepared in accordance with the Company’s past practices unless otherwise required by applicable Law. Buyer shall not amend any Pre-Closing Return without the prior written consent of Sellers. Buyer shall prepare or cause to be prepared, and file or cause to be filed, all Tax Returns with respect to the Company and its Subsidiaries for taxable periods ending on or before the Closing Date (“Pre-Closing Taxable Periods”) that have not been filed prior to the Closing DateDate and required to be filed thereafter (the “Prior Period Returns”). The Securityholder Representative Such Tax Returns shall be prepared in accordance with the Company’s past practices unless otherwise required by applicable Law. Buyer shall permit Parent Sellers’ Representative to review and comment on each such Prior Period Return and the portion of any Tax Return described in filed by the prior sentence at least ten Company (10or any Affiliate of the Company) days relating to the Annex Transaction (including the merger contemplated thereby) prior to filing filing, and shall make such revisions to such Tax Returns or portions of any Tax Return, as are reasonably requested by Parent applicable, will be revised to reflect the extent such revisions are consistent with applicable Lawreasonable comments of the Sellers’ Representative. Parent, Buyer, the Surviving LLC and their respective Affiliates Buyer shall not amend any Tax Prior Period Return for any Pre-Closing Tax Period, file any Tax Return for any Pre-Closing Tax Period in a jurisdiction in which the Company did not previously file, or extend the statute of limitations period in respect of any such Tax Return, without the prior written consent of the Securityholder Sellers’ 67 Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless such amendment, filing, or extension is except as expressly required pursuant to by a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not make, change or revoke any Tax election that would result in an increase to the amounts owed by the Members under this Agreement without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless making, changing or revoking such election is required pursuant DB3/200169974.12 to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Lawtaxing authority. The Company shall nottimely pay, and Parentor cause to be paid, Buyer, the Surviving LLC and their respective Affiliates shall not cause all Taxes with respect to the Company or the Surviving LLC toshown to be due on such Pre-Closing Returns and Prior Period Returns; provided, take any action on or however, that within fifteen (15) days after the Closing outside the ordinary course of business that would increase the liability of the Members for date on which Buyer pays or causes to be paid any Taxes of the Company under this Agreement, except as required by applicable Law. All Tax Returns shown to be prepared by due on any Prior Period Returns, Sellers shall severally pay to Buyer the Securityholder Representative pursuant to this Section 6.2 shall be prepared in a manner consistent with the past practice of the Company, except as otherwise required by applicable Law. The Members shall be responsible for, and shall pay, all Taxes of the Company for all Pre-Closing Taxable Periods, including Taxes resulting from any Contest. Such payments shall be made no later than five (5) Business Days prior to the due date for paying such amount of Taxes to the relevant tax authority. The parties hereto agree and acknowledge such Taxes, provided, that all deductions (if any) relating to the payment of Company Debt, Transaction Expenses, Change in Control Payments (and related payroll Taxes), and payments to each holder of Company Phantom Units with respect to non-Income Taxes, Sellers shall severally pay to Buyer the amount by which such Company Phantom Units (and related payroll Taxes) shall be reported non-Income Taxes exceed the amount accrued therefore on the federal income Tax Return of the Company for the period ending on the NWC Closing DateStatement, unless otherwise required to be reported pursuant to applicable Lawas finally determined.

Tax Periods Ending on or Before the Closing Date. The Securityholder Representative Company or the Shareholders’ Representative, on behalf of the Company or the Surviving Corporation (as the case may be), shall prepare timely file (including without limitation extensions of time to file) all federal and state income Tax Returns for the Company for taxable periods ending on or cause prior to the Closing Date and have paid or will pay all Taxes attributable to such periods (the “Short Period Returns”). Such returns will be prepared and file or cause filed in accordance with applicable Laws and in a manner consistent with past practices and shall be subject to be filed all review by SafeNet within a reasonable period of time prior to the filing thereof. The Shareholders’ Representative and SafeNet shall direct the Escrow Agent to sell Escrow Shares to obtain funds to pay to the Shareholders’ Representative an amount equal to the portion of Company Taxes reported on such Tax Returns that relate to the portion of the Company for all such taxable periods period ending on or before the Closing Date (“Pre-Closing Taxable Periods”) that have were not been filed prior to paid before the Closing Date. The Securityholder Representative shall permit Parent Date and that were not reserved for on the Closing Date Balance Sheet (rather than any reserve for deferred Taxes established to review reflect timing differences between book and comment on each such Tax Return described in the prior sentence at least ten (10) days prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by Parent income), except to the extent that such revisions Taxes (A) are consistent allowable and recoverable costs for inclusion in the costs of agreements with applicable Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not amend any Tax Return for any Pre-Closing Tax Period, file any Tax Return for any Pre-Closing Tax Period in a jurisdiction in which the Company did not previously fileauthorities, or extend the statute (B) arise as a result of limitations period in respect of any such Tax Return, without the written consent an election under Section 338(h)(10) of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless such amendment, filing, or extension is required pursuant to a final determination within the meaning of Section 1313 of the Code, Code or any analogous provision of applicable statestate or local law (each such election, local or foreign Law. Parent, Buyer, the Surviving LLC a “Section 338 Election”) and their respective Affiliates shall would not make, change or revoke any Tax election that would result in an increase to the amounts owed have been incurred by the Members under this Agreement without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless making, changing or revoking such election is required pursuant DB3/200169974.12 to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. The Company shall not, and Parent, Buyer, the Surviving LLC and their respective Affiliates shall not cause the Company or the Surviving LLC to, take any action Corporation had the Section 338 Election not been made. SafeNet shall pay to the Shareholders’ Representative an amount equal to the portion of Company Taxes reported on such Tax Returns that relate to the portion of such taxable period ending on or after before the Closing outside Date that (x) were reserved for on the ordinary course Closing Date 44 Balance Sheet (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income), (y) are allowable and recoverable costs for inclusion in the costs of business that agreements with Tax authorities, or (z) arise as a result of a Section 338 Election and would increase the liability of the Members for Taxes of not have been incurred by the Company or the Surviving Corporation had the Section 338 Election not been made. Prior to filing any Short Period Return, the Shareholder Representative shall afford SafeNet a reasonable opportunity to review the proposed form of any Short Period Return and comment thereon. Amounts payable by SafeNet under this Agreement, except as required by applicable Law. All Tax Returns to be prepared by the Securityholder Representative pursuant to this Section 6.2 shall be prepared in a manner consistent with the past practice of the Company, except as otherwise required by applicable Law. The Members shall be responsible for, and shall pay, all Taxes of the Company for all Pre-Closing Taxable Periods, including Taxes resulting from any Contest. Such payments shall be made no later than five (5) Business Days prior to the due date for paying such amount of Taxes to the relevant tax authority. The parties hereto agree and acknowledge that all deductions (if any) relating to the payment of Company Debt, Transaction Expenses, Change in Control Payments (and related payroll Taxes), and payments to each holder of Company Phantom Units with respect to such Company Phantom Units (and related payroll Taxes6.6(a)(i) shall be reported on paid to the federal income Tax Return Shareholders’ Representative within fifteen (15) days after receipt of the Company for proposed form of the period ending on the Closing Date, unless otherwise required Short Period Return to be reported pursuant to applicable Lawwhich such amount relates.

Tax Periods Ending on or Before the Closing Date. The Securityholder Representative Seller and Purchaser shall jointly prepare or cause to be prepared prepared, and file or cause to be filed filed, and negotiate and agreed or caused to be negotiated and agree all Tax Returns of the Company for each Project Buckeye Corporation for all taxable periods ending on or before the Closing Date (“Pre-Closing Taxable Periods”) that have not been filed prior to the Closing DateDate which Tax Returns shall be prepared in accordance with the past practice and customs of the Project Buckeye Corporation unless such past practice and customers are clearly erroneous. The Securityholder Representative Purchasers shall permit Parent cause each of the Buckeye Corporations to review and comment on each sign any claim or election relating to any such Tax Return described in as jointly agreed by Purchaser and Seller. The Seller and the prior sentence at least ten (10) days prior Purchaser shall use all reasonable endeavours to filing and shall make such revisions to such agree on the form of the Tax Returns as are reasonably requested by Parent to be submitted to the extent relevant tax authority and both parties agree that such revisions are consistent with applicable Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not amend any Tax Return for any Pre-Closing Tax Period, file any Tax Return for any Pre-Closing Tax Period in a jurisdiction in which the Company did not previously file, agreement or extend the statute of limitations period in respect of any such Tax Return, without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned withheld or delayed. If the Seller and the Purchaser are unable to agree to the form of a Tax Return within 30 days of it being prepared, unless the dispute in question shall be referred to an independent firm of Accountants, jointly selected, by the parties or in the absence of such amendment, filing, or extension is required pursuant to a final determination within agreement by the meaning of Section 1313 President of the Code, or Institute of Chartered Accountants of England and Wales in the case of the Buckeye Corporations which are resident in the United Kingdom for tax purposes and the President of the American Institution of Certificate Public Accountants in the case of the Buckeye Corporations which are resident in the United States for taxation purposes. Such person shall act as an expert and save in the case of manifest error his determination shall be binding on both parties. In the event that any analogous provision dispute arises between Seller and Purchaser regarding the negotiation and/or agreement of applicable state, local or foreign Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not make, change or revoke any Tax election Return, such dispute shall be settled in the same manner as that would result set out in an increase this clause . Seller shall pay to Purchasers all Taxes shown to be due on such Tax Returns within fifteen (15) days after receipt of a bill xxxm relevant Purchaser for such Taxes to the amounts owed by extent such Taxes are not reflected in the Members under this Agreement without reserve for Tax Liability shown on the written consent Balance Sheet of each Project Buckeye Corporation at and for the Securityholder Representativefiscal years ended March 31, which consent shall not be unreasonably withheld, conditioned or delayed, unless making, changing or revoking such election is required pursuant DB3/200169974.12 to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. The Company shall not, 1998 as adjusted for operations and Parent, Buyer, the Surviving LLC and their respective Affiliates shall not cause the Company or the Surviving LLC to, take any action on or after the Closing outside transactions in the ordinary course of business that would increase through the liability of the Members for Taxes of the Company under this Agreement, except as required by applicable Law. All Tax Returns to be prepared by the Securityholder Representative pursuant to this Section 6.2 shall be prepared Closing Date in a manner consistent accordance with the past practice and custom of the Company, except as otherwise required by applicable Law. The Members shall be responsible for, and shall pay, all Taxes of the Company for all Pre-Closing Taxable Periods, including Taxes resulting from any Contest. Such payments shall be made no later than five (5) Business Days prior to the due date for paying such amount of Taxes to the relevant tax authority. The parties hereto agree and acknowledge that all deductions (if any) relating to the payment of Company Debt, Transaction Expenses, Change in Control Payments (and related payroll Taxes), and payments to each holder of Company Phantom Units with respect to such Company Phantom Units (and related payroll Taxes) shall be reported on the federal income Tax Return of the Company for the period ending on the Closing Date, unless otherwise required to be reported pursuant to applicable LawProject Buckeye Corporations.

Tax Periods Ending on or Before the Closing Date. The Securityholder Representative Company shall prepare or cause to be prepared and timely file or cause to be timely filed (after taking into account all appropriate extensions) all Tax Returns of the Company due (after taking into account all appropriate extensions) on or prior to the Closing Date (“Seller Prepared Tax Returns”) and the Seller shall timely pay or cause to be timely paid all Taxes shown as due on such Tax Returns. Buyer shall prepare or cause to be prepared and timely file or cause to be timely filed (after taking into account all appropriate extensions) all Tax Returns of the Company for all taxable periods ending on or before the Closing Date (“Pre-Closing Taxable Periods”) that have not been filed prior to are due after the Closing DateDate (“Buyer Prepared Tax Returns”). The Securityholder Representative Buyer shall permit Parent the Seller to review and comment on each Buyer Prepared Tax Return with respect to which the Seller is required to pay a Tax shown as due on such Tax Return described in or which Tax Return shows a refund that will give rise to a payment to the prior sentence Seller under Section 5.7(d)(iii) at least ten (10) 10 days prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by Parent to the extent such revisions are consistent with applicable LawSeller. Parent, Buyer, the Surviving LLC and their respective Affiliates The Company shall not amend any Tax Return for any Pre-Closing Tax Period, file any 30 Period (other than as a result of claiming a Tax Return for any Pre-Closing Tax Period in a jurisdiction in which the Company did not previously file, or extend the statute of limitations period in respect of any such Tax Return, refund pursuant to Section 5.7(d)(iii)) without the written consent of the Securityholder RepresentativeSeller, which consent shall not be unreasonably withheld, conditioned or delayed, unless such amendment, filing, or extension is required pursuant to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not make, change or revoke any Tax election that would result in an increase to the amounts owed by the Members under this Agreement without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless making, changing or revoking such election is required pursuant DB3/200169974.12 to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. The Company shall not, and Parent, Buyer, the Surviving LLC and their respective Affiliates shall not cause the Company or the Surviving LLC to, take any action on or after the Closing outside the ordinary course of business that would increase the liability of the Members for Taxes of the Company under this Agreement, except as required by applicable Law. All Tax Returns to be prepared by or for the Securityholder Representative Company pursuant to this Section 6.2 5.7(b) shall be prepared in a manner consistent with the past practice procedures, practices, and accounting methods of the Company, except as otherwise required by applicable LawLegal Requirements. The Members Seller shall be responsible for, and shall pay, for all Taxes of the Company for all Pre-Closing Taxable Periods, Periods including Taxes resulting from any Contest, and shall pay to (or as directed by) the Company any Taxes of the Company for all Pre-Closing Taxable Periods except to the extent that such Taxes are taken into account in the final determination of Closing Working Capital. Such payments If the Seller is obligated to pay any Tax of the Company, the Seller shall be made pay such Tax as directed no later than five (5) Business Days business days prior to the due date for paying such amount of Taxes Tax to the relevant tax authorityapplicable Governmental Authority. The parties hereto agree and acknowledge that all deductions (if any) relating Company shall retain McGladrey & Xxxxxx LLP to prepare the payment of Company Debt, Transaction Expenses, Change in Control Payments (and related payroll Taxes), and payments to each holder of Company Phantom Units with respect to such Company Phantom Units (and related payroll Taxes) shall be reported on the federal income Tax Return of IRS Form 1120 for the Company for the period ending year ended on the Closing Date and all state and local income Tax Returns for such period, each and all of which shall be prepared within 180 days following the Closing Date, unless otherwise required to be reported pursuant to applicable Law.

Tax Periods Ending on or Before the Closing Date. The Securityholder Representative Representative, at the expense of the Shareholders and Holdco, shall prepare prepare, or cause to be prepared, and file, or cause to be filed, all Tax Returns with respect to Income Taxes of the Acquired Companies for all periods ending prior to the Closing Date which are filed after the Closing Date, provided that such Tax Returns shall be (i) prepared in a manner consistent with the prior practice, methods, and elections of the Acquired Companies, except as otherwise required by applicable Law, (ii) prepared in a manner that any tax deductions arising from the Transaction Expenses (including the Closing Transaction Bonuses) shall be attributable to a Pre-Closing Tax Period, except as otherwise required by applicable Law and (iii) submitted to Buyer for review and approval (such approval not to be unreasonably withheld, delayed or conditioned) not later than thirty (30) days prior to the due date (taking into account applicable extensions) for filing of such Tax Returns. Buyer shall have the right to review such Tax Returns, and Representative shall consider and, if appropriate, incorporate any reasonable comments that the Buyer submits to Representative within thirty (30) days after Xxxxx’s receipt of such Tax Returns from Representative. Any unresolved disputes between Buyer and Representative shall be submitted to the Independent Expert for resolution and the terms of Section 2.4(d) shall apply mutatis mutandis. If Buyer and Representative or the Independent Expert, as applicable, are unable to resolve all disputed items prior to the due date (taking into account any applicable extensions) for the relevant Tax Return, such Tax Return shall be timely filed as prepared by Representative (and reflecting any comments received from Buyer that are not in dispute), and following the resolution of all disputed items in accordance with the foregoing provisions of this Section 6.7(b), Representative shall file or cause to be filed all an amended Tax Return reflecting such resolution, if necessary. The Shareholders (on behalf of Holdco) shall, jointly and severally, be obligated to pay to the Taxing Authorities when due or, if applicable, to Buyer, within ten (10) days following any written demand by Buyer for such payment, with respect to such Tax Returns, an amount equal to the unpaid Taxes shown on such Tax Returns (disregarding for this purpose any Tax payments made after the Closing Dates) to the extent such Taxes were not specifically and expressly included in the calculation of the Final Closing Payment. Except as required by applicable Tax Law, Buyer will not carry back (nor permit the Company for all taxable periods or its Affiliates to carry back) to any period ending on or before the Closing Date (“Pre-Closing Taxable Periods”treating for this purpose such date as the end of a short taxable year) that have not been filed prior to the Closing Date. The Securityholder Representative shall permit Parent to review and comment on each such Tax Return described in the prior sentence at least ten (10) days prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by Parent to the extent such revisions are consistent with applicable Law. Parentany losses, Buyer, the Surviving LLC and their respective Affiliates shall not amend any Tax Return for any Pre-Closing Tax Period, file any Tax Return for any Pre-Closing Tax Period in a jurisdiction in which the Company did not previously filedeductions, or extend the statute credits giving rise to a refund of limitations Taxes for such period in respect of any such Tax Return, without the Representative’s prior written consent of the Securityholder Representativeconsent, which consent shall not be unreasonably withheld, conditioned or delayed, unless such amendment, filing, or extension is required pursuant to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not make, change or revoke any Tax election that would result in an increase to the amounts owed by the Members under this Agreement without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless making, changing or revoking such election is required pursuant DB3/200169974.12 to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. The Company shall not, and Parent, Buyer, the Surviving LLC and their respective Affiliates shall not cause the Company or the Surviving LLC to, take any action on or after the Closing outside the ordinary course of business that would increase the liability of the Members for Taxes of the Company under this Agreement, except as required by applicable Law. All Tax Returns to be prepared by the Securityholder Representative pursuant to this Section 6.2 shall be prepared in a manner consistent with the past practice of the Company, except as otherwise required by applicable Law. The Members shall be responsible for, and shall pay, all Taxes of the Company for all Pre-Closing Taxable Periods, including Taxes resulting from any Contest. Such payments shall be made no later than five (5) Business Days prior to the due date for paying such amount of Taxes to the relevant tax authority. The parties hereto agree and acknowledge that all deductions (if any) relating to the payment of Company Debt, Transaction Expenses, Change in Control Payments (and related payroll Taxes), and payments to each holder of Company Phantom Units with respect to such Company Phantom Units (and related payroll Taxes) shall be reported on the federal income Tax Return of the Company for the period ending on the Closing Date, unless otherwise required to be reported pursuant to applicable Law.

Tax Periods Ending on or Before the Closing Date. The Securityholder Representative shall Buyer shall, at its own expense, prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns of the Company and its Subsidiaries other than income Tax Returns of the Company for all taxable periods ending on or before prior to the Closing Date (“Pre-Closing Taxable Periods”) that have not yet been filed prior and that are not required to be filed on or before the Closing Date, and, subject to the following two sentences, Buyer shall pay all Taxes attributable to such Tax Returns. The Securityholder Representative shall permit Parent With respect to review and comment on each such Tax Return described in the prior sentence at least ten preceding sentence, the Sellers shall pay Buyer (10) days prior in accordance with their respective Pro Rata Percentages), no later than five Business Days after a written request for payment is made by Buyer (along with an explanation of the amount requested), an amount equal to filing and shall make such revisions all Taxes attributable to such Tax Returns Return (other than any such Taxes accrued as are reasonably requested a liability in the Estimated Net Working Capital). Within ten Business Days after the Final Net Working Capital has been determined, the difference between the amount of any such Taxes accrued as liability in the Final Net Working Capital and the amount of any such Taxes accrued as a liability in the Estimated Net Working Capital, if any, shall be paid by Parent Buyer to the extent such revisions are consistent with applicable LawSellers (if the difference is positive) or by the Sellers to Buyer (if the difference is negative). ParentThe Sellers shall, Buyerat their own expense, prepare or cause to be prepared and timely file or cause to be timely filed all income Tax Returns of the Surviving LLC and their respective Affiliates shall not amend any Tax Return Company for any all Pre-Closing Periods, and shall timely pay all Taxes attributable to all such income Tax Period, file any Returns. Each income Tax Return for any Pre-Closing Tax Period described in a jurisdiction in which the Company did not previously file, or extend the statute of limitations period in respect of any such Tax Return, without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless such amendment, filing, or extension is required pursuant to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not make, change or revoke any Tax election that would result in an increase to the amounts owed by the Members under this Agreement without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless making, changing or revoking such election is required pursuant DB3/200169974.12 to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. The Company shall not, and Parent, Buyer, the Surviving LLC and their respective Affiliates shall not cause the Company or the Surviving LLC to, take any action on or after the Closing outside the ordinary course of business that would increase the liability of the Members for Taxes of the Company under this Agreement, except as required by applicable Law. All Tax Returns to be prepared by the Securityholder Representative pursuant to this Section 6.2 preceding sentence shall be prepared in a manner consistent with the past practice of the Company, except Purchase Price Allocation (as otherwise required by applicable Law. The Members shall be responsible for, and shall pay, all Taxes of the Company for all Pre-Closing Taxable Periods, including Taxes resulting from any Contest. Such payments shall be made no later than five (5) Business Days prior to the due date for paying such amount of Taxes to the relevant tax authority. The parties hereto agree and acknowledge that all deductions (if any) relating to the payment of Company Debt, Transaction Expenses, Change in Control Payments (and related payroll Taxesdefined below), and payments to each holder of Company Phantom Units with respect to such Company Phantom Units (and related payroll Taxes) shall be reported on the federal income Tax Return of the Company for the period ending on the Closing Date, unless otherwise required to be reported pursuant to applicable Law.

Tax Periods Ending on or Before the Closing Date. The Securityholder Securityholders’ Representative shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Company for all taxable periods ending on or before the Closing Date (“Pre-Closing Taxable Periods”) that have not been filed prior to the Closing Date, including, without limitation, Form 4466 (if applicable), and the Securityholders’ Representative shall be permitted to amend any Tax Return for any Pre-Closing Tax Period to carry-back any loss arising with respect to the taxable period ending on the Closing Date. The Securityholder Securityholders’ Representative shall permit Parent the Buyer to review and comment on each such Tax Return described in the prior sentence at least ten (10) days prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by Parent to the extent such revisions are consistent with applicable LawBuyer. Parent, Buyer, the Surviving LLC and their respective Affiliates The Buyer shall not amend any Tax Return for any Pre-Closing Tax Period, file any Tax Return for any Pre-Closing Tax Period in a jurisdiction in which the Company did not previously file, or extend the statute of limitations period in respect of any such Tax Return, Return without the written consent of the Securityholder Securityholders’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless such amendment, filing, or extension is required pursuant to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not make, change or revoke any Tax election that would result in an increase to the amounts owed by the Members under this Agreement without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless making, changing or revoking such election is required pursuant DB3/200169974.12 to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. The Company shall not, and Parent, Buyer, the Surviving LLC and their respective Affiliates shall not cause the Company or the Surviving LLC to, take any action on or after the Closing outside the ordinary course of business that would increase the liability of the Members for Taxes of the Company under this Agreement, except as required by applicable Law. All Tax Returns to be prepared by or for the Securityholder Securityholders’ Representative pursuant to this Section 6.2 shall be prepared in a manner consistent with the past practice of the Company, except as otherwise required by applicable Lawlaw, except that the Tax Returns to be filed by the Securityholders’ Representative shall request refunds of all overpaid Tax amounts rather than applying such overpayments to a subsequent taxable period. The Members Securityholders shall be responsible for, and shall pay, for all Taxes of the Company for all Pre-Closing Taxable PeriodsPeriods including, including without limitation, Taxes resulting from any Contest, and shall pay to (or as directed by) the Company any Taxes of the Company for all Pre-Closing Taxable Periods except to the extent that such Taxes are taken into account in the final determination of Net Working Capital. Such payments shall be made no later than five (5) Business Days prior to the due date for paying such amount of Taxes to the relevant tax authority. The parties hereto agree and acknowledge that all deductions (if any) relating to the payment of Company Debt, Transaction Expenses, Change in Control Payments (and related payroll Taxes), and payments to each holder of Company Phantom Units with respect to such Company Phantom Units (and related payroll Taxes) shall be reported on the federal income Tax Return of the Company for the period ending on the Closing Date, unless otherwise required to be reported pursuant to applicable Law.

Tax Periods Ending on or Before the Closing Date. The Securityholder Representative shall Sellers will prepare or cause to be prepared and file or cause to be filed all Tax Returns of for the Company for all taxable periods ending on or before the Closing Date (“Pre-Closing Taxable Periods”) that have not been filed prior to the Closing Date which are filed after the Closing Date. The Securityholder Representative shall permit Parent Buyer will provide Sellers reasonable access to review and comment on each information necessary for the preparation of such Tax Return described in the prior preceding sentence at least ten (10) days prior to filing and filing. To the extent permitted by applicable law, Sellers shall make include any income, gain, loss, deduction or other tax items for such revisions to such period on their Tax Returns as are reasonably requested by Parent to the extent such revisions are consistent with applicable Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not amend any Tax Return for any Pre-Closing Tax Period, file any Tax Return for any Pre-Closing Tax Period in a jurisdiction in which the Company did not previously file, or extend the statute of limitations period in respect of any such Tax Return, without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless such amendment, filing, or extension is required pursuant to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not make, change or revoke any Tax election that would result in an increase to the amounts owed by the Members under this Agreement without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless making, changing or revoking such election is required pursuant DB3/200169974.12 to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. The Company shall not, and Parent, Buyer, the Surviving LLC and their respective Affiliates shall not cause the Company or the Surviving LLC to, take any action on or after the Closing outside the ordinary course of business that would increase the liability of the Members for Taxes of the Company under this Agreement, except as required by applicable Law. All Tax Returns to be prepared by the Securityholder Representative pursuant to this Section 6.2 shall be prepared in a manner consistent with the past practice of Schedule K-1s forwarded by the Company, except as otherwise required by applicable LawCompany to the Sellers for such periods. The Members Sellers shall be responsible for, and shall pay, all reimburse Buyer for Taxes of the Company for all Pre-Closing Taxable Periods, including Taxes resulting from any Contest. Such payments shall be made no later than five (5) Business Days prior to the due date for paying such amount of Taxes to the relevant tax authority. The parties hereto agree and acknowledge that all deductions (if any) relating to the payment of Company Debt, Transaction Expenses, Change in Control Payments (and related payroll Taxes), and payments to each holder of Company Phantom Units with respect to such periods within fifteen (15) days after payment by Buyer or the Company Phantom Units of such Taxes to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and related payroll TaxesTax income) shall be reported shown on the federal income face of the Financial Statements. Sellers will submit all Tax Returns prepared pursuant to this Section 7.1 to Buyer for Buyer’s review and approval prior to filing such Tax Returns by Sellers. If Buyer has any objections to the positions proposed to be taken by any Seller in any of such Tax Returns, Buyer will notify the Seller within ten business days of receiving such disputed Tax Return. Buyer and such Seller will then work together in good faith to resolve any such objections. If such objections are not resolved by the Buyer and such Seller within ten business days after the date of Buyer’s written objections, either Buyer or such Seller may submit the disputed Tax Return to the Independent Accountant for resolution of any unresolved dispute. The Independent Accountant will review the disputed Tax Return and all other information reasonably necessary for the Independent Accountant to resolve any such disputes (which information the Parties agree to provide the Independent Accountant upon its request), and then the Independent Accountant will reach a determination of the Company for proper form or substance of the period ending disputed Tax Return. The Independent Accountant will provide the Parties a written copy of its conclusions. The determination and conclusions of the Independent Accountant will be final and binding on the Closing Date, unless otherwise required Parties and the Parties agree to be reported not take any position on a Tax Return prepared pursuant to applicable Lawthis Section 7.1 inconsistent with the position of the Independent Accountant on such Tax Return. The Parties agree to share the costs of the Independent Accountant under this Section 7.1 equally, with the Sellers together bearing one half of such costs and the Buyer bearing one half of such costs.