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

Tax Periods Ending on or Before the Closing Date. Between the date of this Agreement and the Closing Date, the Shareholders shall file, or cause the Companies to file, on a timely basis, all Tax Returns that are required to be filed by the Companies prior to the Closing Date (taking into account any extensions of time to file). Buyer shall prepare and timely file, or to cause the Companies to prepare and timely file, all Tax Returns for the Companies for all periods ending on or prior to the Closing Date that are required to be filed after the Closing Date; provided, however, that: (A) all such Tax Returns shall be prepared in a manner consistent with the Companies’ prior Tax accounting methods, Tax Returns and Tax-related elections; (B) Buyer shall furnish copies of such Tax Returns (and all associated workpapers) to Shareholders’ Agent for review by Shareholders’ Agent not less than thirty (30) days prior to filing of such Tax Returns, and provide Shareholders’ Agent with such additional information as is reasonably requested to verify the accuracy of such Tax Returns; and (C) Buyer shall promptly make such changes to those Tax Returns (before filing if so requested, or if necessary by the filing of amended Tax Returns) as Shareholders’ Agent reasonably requests. Subject to the contest procedures set forth in Section 6(b)(v), the Shareholders shall pay or cause the Companies to pay all Taxes due and payable on the Tax Returns filed under the first sentence of this Section 6(b)(i) and shall reimburse Buyer and/or the Companies for all Taxes of the Companies due and payable on the Tax Returns filed under the second sentence of this Section 6(b)(i) within five (5) Business Days after the earlier of (1) payment by Buyer and/or the Companies of such Taxes or (2) delivery of written notice of the amount of such Taxes by Buyer or the Companies to Shareholders’ Agent, but only to the extent such Taxes are not reflected in as a liability on the face of the Final Closing Balance Sheet.

Tax Periods Ending on or Before the Closing Date. Between the date of this Agreement SolarWinds shall prepare, or cause to be prepared, and the Closing Date, the Shareholders shall file, or cause the Companies to filebe filed, on a timely basisbasis and on a basis reasonably consistent with N-able’s past practice (unless SolarWinds is advised otherwise by its independent outside tax consultants that such practice is contrary to applicable Law), all Tax Returns that are required with respect to be filed by the Companies prior to the Closing Date (taking into account any extensions of time to file). Buyer shall prepare and timely file, or to cause the Companies to prepare and timely file, all Tax Returns N-able for the Companies for all taxable periods ending on or prior to the Closing Date that are and required to be filed thereafter (the “Prior Period Returns”). SolarWinds shall be entitled to be reimbursed from the Escrow Fund established pursuant to Section 7.4 hereof the reasonable costs of preparing and filing all such Prior Period Returns. SolarWinds shall provide a draft copy of such Prior Period Returns to the Equity Holder Representatives for review at least ten (10) Business Days prior to the due date thereof. The Equity Holder Representatives shall provide comments to SolarWinds at least five (5) Business Days prior to the due date of such returns and SolarWinds shall make all changes reasonably requested by the Equity Holder Representatives in good faith (unless SolarWinds is advised in writing by its independent outside tax consultants that such changes (i) are contrary to applicable Law, or (ii) will, or are likely to, have a material adverse effect on SolarWinds or any of its Affiliates in any taxable period ending after the Closing Date; provided, however, that: (A) all such Tax Returns shall be prepared in a manner consistent with the Companies’ prior Tax accounting methods, Tax Returns and Tax-related elections; (B) Buyer shall furnish copies of such Tax Returns (and all associated workpapers) to Shareholders’ Agent for review by Shareholders’ Agent not less than thirty (30) days prior to filing of such Tax Returns, and provide Shareholders’ Agent with such additional information as is reasonably requested to verify the accuracy of such Tax Returns; and (C) Buyer shall promptly make such changes to those Tax Returns (before filing if so requested, or if necessary by the filing of amended Tax Returns) as Shareholders’ Agent reasonably requests). Subject to the contest procedures set forth in Section 6(b)(v), the Shareholders shall pay or cause the Companies to pay all Taxes due and payable on the Tax Returns filed under the first sentence of this Section 6(b)(i) and shall reimburse Buyer and/or the Companies for all Taxes of the Companies due and payable on the Tax Returns filed under the second sentence of this Section 6(b)(i) within Within five (5) Business Days after the earlier date on which SolarWinds pays any Taxes of (1) payment by Buyer and/or N-able with respect to any Prior Period Return, the Companies of such Taxes or (2) delivery of written notice of the amount of such Taxes by Buyer or the Companies to Shareholders’ AgentN-able Equity Holders shall, but only to the extent such Taxes are have not reflected in been accrued or otherwise reserved for on the Estimated Closing Balance Sheet and taken into account as a current liability for purposes of calculating the Closing Working Capital Amount, pay, or cause to be paid, all Taxes with respect to N-able shown to be due on such Prior Period Returns. In the face of event that the Final Closing Balance SheetN-able Equity Holders for any reason fail to make the payment contemplated in the previous sentence, then SolarWinds may bring an indemnification claim under Article VII.

Tax Periods Ending on or Before the Closing Date. Between the date of this Agreement SolarWinds shall prepare, or cause to be prepared, and the Closing Date, the Shareholders shall file, or cause the Companies to filebe filed, on a timely basisbasis and on a basis reasonably consistent with Confio’s past practice (unless SolarWinds is advised in writing otherwise by its independent outside accountants or attorneys that such practice is contrary to applicable Law), all Tax Returns that are required with respect to be filed by the Companies prior to the Closing Date (taking into account any extensions of time to file). Buyer shall prepare and timely file, or to cause the Companies to prepare and timely file, all Tax Returns Confio for the Companies for all taxable periods ending on or prior to the Closing Date that are and required to be filed thereafter (the “Prior Period Returns”). The reasonable costs of preparing and filing all such Prior Period Returns shall be the responsibility of the Equity Holders and SolarWinds shall be entitled to be reimbursed such costs from the Escrow Fund established pursuant to Section 7.4 hereof. SolarWinds shall provide a draft copy of such Prior Period Returns to the Equity Holder Representative for its review at least ten (10) Business Days prior to the due date thereof. The Equity Holder Representative shall provide his comments to SolarWinds at least five (5) Business Days prior to the due date of such Prior Period Returns and SolarWinds shall make all changes reasonably requested by the Equity Holder Representative in good faith (unless SolarWinds is advised in writing by its independent outside accountants or attorneys that such changes (i) are contrary to applicable Law, or (ii) will have a material adverse effect on SolarWinds or any of its Affiliates in any taxable period ending after the Closing Date; provided, however, that: (A) all such Tax Returns shall be prepared in a manner consistent with the Companies’ prior Tax accounting methods, Tax Returns and Tax-related elections; (B) Buyer shall furnish copies of such Tax Returns (and all associated workpapers) to Shareholders’ Agent for review by Shareholders’ Agent not less than thirty (30) days prior to filing of such Tax Returns, and provide Shareholders’ Agent with such additional information as is reasonably requested to verify the accuracy of such Tax Returns; and (C) Buyer shall promptly make such changes to those Tax Returns (before filing if so requested, or if necessary by the filing of amended Tax Returns) as Shareholders’ Agent reasonably requests). Subject to the contest procedures set forth in Section 6(b)(v), the Shareholders shall pay or cause the Companies to pay all Taxes due and payable on the Tax Returns filed under the first sentence of this Section 6(b)(i) and shall reimburse Buyer and/or the Companies for all Taxes of the Companies due and payable on the Tax Returns filed under the second sentence of this Section 6(b)(i) within Within five (5) Business Days after the earlier date on which SolarWinds pays any Taxes of (1) payment by Buyer and/or Confio with respect to any Prior Period Returns, the Companies of Confio Equity Holders shall, to the extent such Taxes have not been accrued or (2) delivery otherwise reserved for on the Estimated Closing Balance Sheet and taken into account as a current liability for purposes of written notice of calculating the Closing Working Capital Amount, pay to SolarWinds the amount of such Taxes by Buyer or the Companies to Shareholders’ Agent, but only that relates to the extent such Taxes are not reflected Prior Period Returns. In the event that the Confio Equity Holders for any reason fail to make the payment contemplated in as a liability on the face of the Final Closing Balance Sheetprevious sentence, then SolarWinds may bring an indemnification claim under Article VII.

Tax Periods Ending on or Before the Closing Date. Between the date of this Agreement and the Closing Date, the The Shareholders shall fileprepare, or cause the Companies to file, be prepared on a timely basisbasis (at their sole cost and expense) and on a basis reasonably consistent with past practice (unless the Shareholders are advised otherwise by their independent, outside tax advisors), all Tax Returns that are required with respect to be filed by the Companies prior to the Closing Date (taking into account any extensions of time to file). Buyer shall prepare and timely file, or to cause the Companies to prepare and timely file, all Tax Returns PMG for the Companies for all taxable periods ending on or prior to the Closing Date that are and required to be filed after thereafter (the Closing Date; provided“Prior Period Returns”). ATS shall file, howeveror cause to be filed, that: (A) on a timely basis, all such Tax Returns shall be prepared in a manner consistent with the Companies’ prior Tax accounting methods, Tax Returns and Tax-related elections; (B) Buyer shall furnish copies of such Tax Returns (and all associated workpapers) to Shareholders’ Agent for review by Shareholders’ Agent not less than thirty (30) days prior to filing of such Tax Prior Period Returns, and provide Shareholders’ Agent with such additional information as is reasonably requested to verify the accuracy of such Tax Returns; and (C) Buyer shall promptly make such changes to those Tax Returns (before filing if so requested, or if necessary by the filing of amended Tax Returns) as Shareholders’ Agent reasonably requests. Subject to the contest procedures set forth in Section 6(b)(v), the Shareholders shall pay or cause the Companies to pay all Taxes due and payable on the Tax Returns filed under the first sentence of this Section 6(b)(i) and shall reimburse Buyer and/or the Companies for all Taxes of the Companies due and payable on the Tax Returns filed under the second sentence of this Section 6(b)(i) within five (5) Business Days after the earlier of (1) payment by Buyer and/or the Companies of such Taxes filing, ATS shall send copies of the filed Prior Period Returns to the Shareholders. The Shareholders shall provide a draft copy of such Prior Period Returns to ATS for its review at least ten Business Days prior to the due date thereof. ATS shall provide its comments to the Shareholders within five (5) Business Days following receipt of such draft from the Shareholders, and the Shareholders shall make all changes requested by ATS in good faith (unless the Shareholders are advised in writing by their independent, outside tax advisors that such changes (x) are contrary to applicable Law, or (2y) delivery will, or are likely to, have a material adverse effect on the Shareholders or any of written notice of their Affiliates). In the amount of event that the Shareholders do not agree to a requested change by ATS, and ATS believes such Taxes change is required by Buyer or Law, the Companies to Shareholders’ Agentdispute shall be resolved by the Auditor in a manner consistent with that set forth in Section 2.4 hereof, but and such Tax Return shall be filed in the manner determined by the Auditor. Except as provided in Sections 5.11(d) and 5.16(b), and only to the extent such Taxes are have not reflected in as a liability been accrued or otherwise reserved for on the face of the Final Closing Balance SheetSheet and included in the calculation of Closing Net Working Capital, the Shareholders shall pay, or cause to be paid, all Taxes with respect to PMG shown to be due on such Prior Period Returns by the due date of such Taxes. In the event that the Shareholders for any reason fail to make the payment contemplated in the previous sentence, then ATS may bring an indemnification claim under Article 9 and the Shareholders shall be jointly and severally liable for that payment.

Tax Periods Ending on or Before the Closing Date. Between the date of this Agreement FSAC shall prepare, or cause to be prepared, and the Closing Date, the Shareholders shall file, or cause the Companies to filebe filed, on a timely basisbasis (in each case, at its sole cost and expense) and on a basis reasonably consistent with past practice (unless FSAC is advised otherwise by its outside tax consultants), all Tax Returns that are required with respect to be filed by ATS and the Companies prior to the Closing Date (taking into account any extensions of time to file). Buyer shall prepare and timely file, or to cause the Companies to prepare and timely file, all Tax Returns Acquired Subsidiaries for the Companies for all taxable periods ending on or prior to the Closing Date that are and required to be filed after thereafter (the Closing Date; provided, however, that: (A) all such Tax Returns “Prior Period Returns”). FSAC shall be prepared in provide a manner consistent with the Companies’ prior Tax accounting methods, Tax Returns and Tax-related elections; (B) Buyer shall furnish copies draft copy of such Tax Prior Period Returns (and all associated workpapers) to the Shareholders’ Agent Representative for its review by Shareholders’ Agent not less than thirty at least fifteen (30) days prior to filing of such Tax Returns, and provide Shareholders’ Agent with such additional information as is reasonably requested to verify the accuracy of such Tax Returns; and (C) Buyer shall promptly make such changes to those Tax Returns (before filing if so requested, or if necessary by the filing of amended Tax Returns) as Shareholders’ Agent reasonably requests. Subject to the contest procedures set forth in Section 6(b)(v), the Shareholders shall pay or cause the Companies to pay all Taxes due and payable on the Tax Returns filed under the first sentence of this Section 6(b)(i) and shall reimburse Buyer and/or the Companies for all Taxes of the Companies due and payable on the Tax Returns filed under the second sentence of this Section 6(b)(i) within five (515) Business Days after prior to the earlier of (1) payment by Buyer and/or due date thereof. The Shareholders’ Representative shall provide its comments to FSAC at least five Business Days prior to the Companies due date of such Taxes returns and FSAC shall make all changes requested by ATS in good faith (unless FSAC is advised in writing by its independent outside accountants or attorneys that such changes (i) are contrary to applicable Law, or (2ii) delivery will, or are likely to, have a material adverse effect on FSAC or any of written notice its Affiliates (provided that FSAC agrees to make any such changes notwithstanding the application of this clause (ii) if the changes are consistent with applicable Law and past practices of the amount of such Taxes by Buyer or the Companies to Shareholders’ AgentCompanies)). Except as provided in Section 5.11(c), but and only to the extent such Taxes are have not been accrued or otherwise reserved for on the Closing Balance Sheets (and specifically reflected in as a liability Closing Net Working Capital), the Founders shall pay, or cause to be paid, all Taxes with respect to ATS and the Acquired Subsidiaries shown to be due on such Prior Period Returns. In the face of event that the Final Closing Balance SheetFounders for any reason fail to make the payment contemplated in the previous sentence, then FSAC may bring an indemnification claim under ARTICLE IX.