Common use of Filing of Tax Returns Clause in Contracts

Filing of Tax Returns. (i) Transferors, at their sole cost and expense, shall (A) prepare and timely file (or cause the Company to prepare and timely file) all Tax Returns of the Company due (after taking into account all appropriate extensions) on or prior to the Closing Date (the “Pre-Closing Tax Returns”); (B) prepare and timely file (or cause the Company to prepare and timely file) the IRS Form 1065 (and any comparable state and local Tax Returns) of the Company for any Tax period ending on or prior to the Closing Date (the “Partnership Returns,” and collectively with the Pre-Closing Tax Returns, the “Transferor Prepared Tax Returns”) and (C) timely pay (or cause the Company to timely pay) all Taxes that are shown as payable with respect to Transferor-Prepared Returns. All Transferor Prepared Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the Company and, to the extent applicable, the conventions provided for in accordance with Section 5.11(b)(iii). To the extent required to be signed by HSE or the Company, each Partnership Return due after the Closing Date shall be submitted to HSE for HSE’s review and comment at least thirty (30) days prior to the due date of such Partnership Return. Transferors shall consider in good faith any comments made by HSE to such Tax Returns. HSE shall cause the Company to file all Partnership Returns prepared by Transferors and timely delivered by HSE in accordance with this Section 5.11(b)(i). (ii) HSE shall cause the Company to prepare and timely file all Tax Returns of the Company (other than the Partnership Returns) due after the Closing Date (the “HSE Prepared Returns”). To the extent that a HSE Prepared Return relates solely to a Pre-Closing Tax Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices and accounting methods of the Company, and, to the extent applicable, the conventions provided in Section 5.11(b)(iii), unless, as reasonably determined by HSE, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of penalties, in which case, such HSE Prepared Return shall be prepared in accordance with any good faith method determined by HSE after consulting with Transferors. If a HSE Prepared Return relates to income Taxes for a Pre-Closing Tax Period or shows an Indemnified Tax, HSE shall submit such HSE Prepared Return to Transferors for Transferors’ review and comment at least thirty (30) days prior to the due date of such HSE Prepared Return. HSE shall incorporate any reasonable comments made by Transferors in the final Tax Return prior to filing. No failure or delay of HSE in providing HSE Prepared Returns for Transferors to review shall reduce or otherwise affect the obligations or liabilities of Transferors pursuant to this Agreement other than to the extent any Transferor is prejudiced by such failure or delay. (iii) Transferors and HSE agree with respect to certain Tax matters as follows: (A) to the extent permissible under applicable Laws, to elect to have each Tax year of the Company that includes the Closing Date end as of the end of the Closing Date; (B) to treat all interest and other earnings on the Transferor Escrow Amount as income of HSE in accordance with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2); and (C) unless otherwise required by applicable Law, to treat all indemnification payments under this Agreement paid by Transferors as adjustments to the total consideration payable hereunder for all relevant Tax purposes.

Filing of Tax Returns. 7.1. The Founders (ior their duly authorised agents) Transferorsshall, at their sole cost and expense, shall (A) prepare and timely file (or cause the Company to prepare and timely file) all Tax Returns expense of the Company due (after taking into account all appropriate extensions) relevant Group Company, prepare each Group Company’s corporation tax returns for accounting periods ended on or prior to the Closing Date Completion (the “Pre-Closing Tax Relevant Returns”); , to the extent they have not been prepared before Completion, and deal with all matters and correspondence relating thereto and the Buyer shall procure that the relevant Group Company shall provide them with such assistance (Bincluding affording the Founders (and their duly authorised agents) prepare access to books, accounts and timely file records) as is reasonable and necessary for the Relevant Returns to be prepared and for the Founders to deal with such all matters and correspondence. 7.2. All Relevant Returns, computations, documents and substantive correspondence shall be submitted in draft form to the Buyer (or its duly authorised agents) for comment at least 15 Business Days before it is due to be submitted to the Tax Authority. The Buyer (or its duly authorised agents) shall comment within ten Business Days of such submission and the Founders shall not unreasonably refuse to adopt all such reasonable comments. The Buyer shall procure that each Group Company shall cause the Company finalised Relevant Returns to prepare be authorised, signed and timely file) submitted to the IRS Form 1065 (and any comparable state and local appropriate Tax Returns) Authority promptly following receipt of the same from the Founders, provided that the Buyer will not be obliged to procure that any Group Company signs and submits a document which in its reasonable opinion it considers to be wrong, misleading or inaccurate in any material respects. No material communication (written or otherwise) pertaining to the Relevant Returns shall be sent (or otherwise communicated) to a Tax Authority without first having been approved by the Buyer (such approval not to be unreasonably withheld or delayed). 7.3. The Buyer shall procure that each Group Company makes or gives such claims, elections, surrenders and consents in relation to Tax for any Tax period ending all accounting periods of the relevant Group Company ended on or prior to Completion as the Closing Date Founders request promptly following any such request and generally takes any reasonable action as may be necessary to give effect to such claims, elections, surrenders or consents. 7.4. The Buyer (or its duly authorised agents) shall prepare each Group Company’s corporation tax return for the accounting period in which Completion falls (“Partnership Returns,” and collectively with the Pre-Closing Tax Returns, the “Transferor Prepared Tax ReturnsStraddle Return”) and (C) timely pay (or cause the Company to timely pay) deal with all Taxes that are shown as payable with respect to Transferor-Prepared Returnsmatters and correspondence relating thereto. All Transferor Prepared Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the Company and, to the extent applicable, the conventions provided for in accordance with Section 5.11(b)(iii). To the extent required to be signed by HSE or the Company, each Partnership The Straddle Return due after the Closing Date shall be submitted in draft form to HSE the Founders, or their duly authorised agents, for HSE’s review and comment at least thirty (30) days prior 15 Business Days before it is due to be submitted to the due date Tax Authority. The Founders (or their duly authorised agents) shall comment within ten Business Days of such Partnership Returnsubmission and the Buyer shall include such comments where they relate to the portion of the straddle period ending on Completion. Transferors The Buyer shall consider in good faith any comments made by HSE to such Tax Returns. HSE procure that each Group Company shall cause the Company finalised Straddle Return to file all Partnership Returns prepared by Transferors be authorised, signed and timely delivered by HSE in accordance submitted to the appropriate Tax Authority without amendment (or with this Section 5.11(b)(isuch amendments as the Founders shall agree, such agreement not to be unreasonably withheld or delayed). 7.5. No material communication (iiwritten or otherwise) HSE pertaining to the Straddle Return (so far as it relates to the period or a Tax matter prior to Completion) shall cause be sent (or otherwise communicated) to a Tax Authority without first having been approved by the Company Founders (such approval not to prepare and timely file all Tax Returns of the Company (other than the Partnership Returns) due after the Closing Date (the “HSE Prepared Returns”be unreasonably withheld or delayed). To The Buyer shall afford the extent that a HSE Prepared Founders (or their duly authorised agents) such access to their books, accounts and records and provide such information as they may reasonably require to enable the Founders to properly review, comment and approve the Straddle Return relates solely to a Pre-Closing Tax Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices and accounting methods of the Company, and, to the extent applicable, the conventions provided in Section 5.11(b)(iii), unless, as reasonably determined by HSE, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of penalties, in which case, such HSE Prepared Return shall be prepared in accordance with any good faith method determined by HSE after consulting with Transferors. If a HSE Prepared Return relates to income Taxes for a Pre-Closing Tax Period or shows an Indemnified Tax, HSE shall submit such HSE Prepared Return to Transferors for Transferors’ review and comment at least thirty (30) days prior to the due date of such HSE Prepared Return. HSE shall incorporate any reasonable comments made by Transferors in the final Tax Return prior to filing. No failure or delay of HSE in providing HSE Prepared Returns for Transferors to review shall reduce or otherwise affect the obligations or liabilities of Transferors pursuant to this Agreement other than to the extent any Transferor is prejudiced by such failure or delaycommunication relating thereto. (iii) Transferors and HSE agree with respect to certain Tax matters as follows: (A) to the extent permissible under applicable Laws, to elect to have each Tax year of the Company that includes the Closing Date end as of the end of the Closing Date; (B) to treat all interest and other earnings on the Transferor Escrow Amount as income of HSE in accordance with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2); and (C) unless otherwise required by applicable Law, to treat all indemnification payments under this Agreement paid by Transferors as adjustments to the total consideration payable hereunder for all relevant Tax purposes.

Filing of Tax Returns. 7.1 The Seller’s (ior it’s duly authorised agents) Transferorsshall, at their sole cost and expense, shall (A) prepare and timely file (or cause the Company to prepare and timely file) all Tax Returns that expense of the Company due (after taking into account all appropriate extensions) Seller, prepare the Company’s Tax returns for accounting periods ended on or prior to the Closing Accounts Date and deal with all matters and correspondence relating thereto and the Buyer shall procure that the Company shall provide them with such assistance as is reasonably necessary for the returns to be prepared and agreed with the appropriate Tax Authority. All such returns shall be submitted in draft form to the Buyer or its duly authorised agents for comment at least 10 Business Days before the due date for submission. The Buyer or its duly authorised agents shall comment within 10 Business Days of such submission and the Seller shall adopt such reasonable comments as the Buyer may request. No material communication (written or otherwise) pertaining to the Company’s Tax returns shall be sent to a Tax Authority without first having been approved by the Buyer (such approval not to be unreasonably withheld or delayed). The Buyer shall procure that the Company shall cause the finalised Tax Returns to be authorised, signed and submitted to the appropriate Tax Authority without amendment (or such amendments as the Seller shall agree, such agreement not to be unreasonably withheld or delayed) and shall afford the Seller (or it’s duly authorised agents) such access to their books, accounts and records as they may reasonably require. 7.2 The Buyer (or its duly authorised agents) shall prepare the Company’s Tax returns for the accounting period in which Completion falls (the “Pre-Closing Tax Returns”); (B) prepare and timely file (or cause the Company to prepare and timely file) the IRS Form 1065 (and any comparable state and local Tax Returns) of the Company for any Tax period ending on or prior to the Closing Date (the “Partnership Returns,” and collectively with the Pre-Closing Tax Returns, the “Transferor Prepared Tax ReturnsStraddle Period”) and (C) timely pay (or cause the Company to timely pay) deal with all Taxes that are shown as payable with respect to Transferor-Prepared Returnsmatters and correspondence relating thereto. All Transferor Prepared Returns such returns shall be prepared submitted in accordance with existing proceduresdraft form to the Seller, practicesor it’s duly authorised agents, for comment at least 10 Business Days before the due date for submission. The Seller, or it’s duly authorised agents, shall comment within 10 Business Days of such submission and accounting methods of the Company and, Buyer shall adopt such reasonable comments as the Seller may request to the extent applicablethat they relate (directly or indirectly) to that part of the Company’s accounting period falling prior to Completion. No material communication (written or otherwise) pertaining to the Company’s Tax returns shall be sent to a Tax Authority without first having been approved by the Seller (such approval not to be unreasonably withheld or delayed). Once approved, the conventions provided for in accordance with Section 5.11(b)(iii). To Buyer shall procure that the extent required to be signed by HSE or the Company, each Partnership Return due after the Closing Date shall be submitted to HSE for HSE’s review and comment at least thirty (30) days prior to the due date of such Partnership Return. Transferors shall consider in good faith any comments made by HSE to such Tax Returns. HSE Company shall cause the Company finalised Tax returns to file all Partnership Returns prepared by Transferors be authorised, signed and timely delivered by HSE in accordance with this Section 5.11(b)(i). submitted to the appropriate Tax Authority without amendment (ii) HSE or such amendments as the Seller shall cause the Company to prepare and timely file all Tax Returns of the Company (other than the Partnership Returns) due after the Closing Date (the “HSE Prepared Returns”). To the extent that a HSE Prepared Return relates solely to a Pre-Closing Tax Periodagree, such Tax Return agreement not to be unreasonably withheld or delayed) and shall be prepared on a basis consistent with existing procedures afford the Seller (or it’s duly authorised agents) such access to their books, accounts and practices and accounting methods of the Company, and, records to the extent applicable, they relate to that part of the conventions provided in Section 5.11(b)(iii), unless, as reasonably determined by HSE, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of penalties, in which case, such HSE Prepared Return shall be prepared in accordance with any good faith method determined by HSE after consulting with Transferors. If a HSE Prepared Return relates to income Taxes for a Pre-Closing Tax Period or shows an Indemnified Tax, HSE shall submit such HSE Prepared Return to Transferors for Transferors’ review and comment at least thirty (30) days period falling prior to the due date of such HSE Prepared Return. HSE shall incorporate any reasonable comments made by Transferors in the final Tax Return prior to filing. No failure or delay of HSE in providing HSE Prepared Returns for Transferors to review shall reduce or otherwise affect the obligations or liabilities of Transferors pursuant to this Agreement other than to the extent any Transferor is prejudiced by such failure or delayCompletion as they may reasonably require. (iii) Transferors and HSE agree with respect to certain Tax matters as follows: (A) to the extent permissible under applicable Laws, to elect to have each Tax year of the Company that includes the Closing Date end as of the end of the Closing Date; (B) to treat all interest and other earnings on the Transferor Escrow Amount as income of HSE in accordance with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2); and (C) unless otherwise required by applicable Law, to treat all indemnification payments under this Agreement paid by Transferors as adjustments to the total consideration payable hereunder for all relevant Tax purposes.

Filing of Tax Returns. (ia) Transferors, at their sole cost and expense, Seller shall (A) prepare and timely file (or cause the Company to prepare and timely file, or cause to be prepared and timely filed, all Consolidated Returns that include the Transferred Companies, regardless of when such Tax Returns are required to be filed. (b) Seller shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns (other than Tax Returns described in Section 8.2(a)) that are required to be filed by or on behalf of the Company due (after taking into account Transferred Companies for all appropriate extensions) taxable periods that end on or prior before the Closing Date and that are required to be filed after the Closing Date (taking into account any extensions). Seller shall bear all costs associated with preparing and filing such Tax Returns and the “Pre-Closing Tax Returns”Returns described in Section 8.2(a); (B) prepare and timely file . Seller shall remit (or cause to be remitted) any Taxes due with respect to such tax returns. Seller shall prepare all such Tax Returns in accordance with past practices, unless otherwise required by Applicable Law or consented to in writing by Buyer. (c) From and after the Company Closing, Buyer shall cause the Transferred Companies to provide Seller and its Affiliates in a timely fashion in accordance with past practice any filing information relating to the Transferred Companies reasonably requested by Seller and necessary for the preparation and filing of the Consolidated Returns. (d) Buyer shall prepare and timely file) the IRS Form 1065 (, or cause to be prepared and any comparable state and local timely filed, Tax Returns) Returns that are required to be filed by or on behalf of the Company Transferred Companies for any Straddle Period. Such Tax period ending Returns shall be prepared in a manner consistent with the positions taken, and with accounting methods used, on the Tax Returns filed by or with respect to the Transferred Companies prior to the date on which the Closing Date occurs, unless otherwise required by Applicable Law or agreed by Seller and Buyer. Buyer shall deliver any such Tax Return to Seller for Seller’s review at least 30 days (or, in the “Partnership Returns,” case of premium tax returns, 10 days) prior to the date such Tax Return is required to be filed (including extensions) unless such due date is within 45 days following the Closing Date, in which case such Tax Return shall be submitted as promptly as practicable following the Closing Date. Seller shall have the right to review each such Tax Return prior to the filing thereof and collectively with to approve the Pre-Closing Tax ReturnsPeriod portion of each such Tax Return, which approval may not be unreasonably withheld. Buyer shall make any changes requested in writing by Seller in respect of the “Transferor Prepared Pre-Closing Tax Period of any such Tax Returns”) and (C) timely pay (. To the extent consistent with Applicable Law, Buyer shall, or shall cause the Company to timely pay) Transferred Companies to, file all Taxes Tax Returns for any Straddle Period on the basis that are shown the relevant Tax period ended as payable with respect to Transferor-Prepared Returns. All Transferor Prepared Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the Company andClosing Date, unless the relevant Tax authority will not accept a Tax Return filed on that basis. Buyer shall provide to Seller a statement setting forth Buyer’s calculation of the extent applicable, allocation of liability for Taxes shown on such returns between the conventions provided for portion of the Straddle Period ending on the Closing Date and the portion of the Straddle Period beginning after the Closing Date in accordance with Section 5.11(b)(iii). To the extent required to be signed by HSE or the Company, each Partnership Return due after the Closing Date shall be submitted to HSE for HSE’s review and comment at least thirty (308.1(c) not later than 30 days prior to the due date (including extensions) for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date). Such statement shall be prepared in a manner consistent with the preparation of the relevant Tax Return and shall be accompanied by such Partnership Returnsupporting detail as is reasonably available to permit Seller to determine whether it agrees with the amounts shown on such statement. Transferors Seller shall consider have the right to review the allocation statement and to review all workpapers and procedures used to prepare such statement. If Seller objects to the allocation statement prepared by Buyer within 10 days of receipt thereof, Seller and Buyer shall endeavor in good faith any comments made to resolve such disagreement and, failing that, a neutral accounting firm mutually selected by HSE to Seller and Buyer shall resolve the disagreement consistent with the terms of this Agreement. Buyer and Seller shall share equally all costs associated with preparing and filing such Tax ReturnsReturns and allocation statement. HSE Without limiting the obligations of Seller under Section 8.1(a), Seller shall cause pay Buyer or its designee in cleared funds no later than three Business Days prior to the Company due date (including extensions) for such Tax Returns an amount equal to file all Partnership Returns prepared by Transferors and timely delivered by HSE such Taxes that relate to the portion of the Straddle Period ending on the Closing Date as shown on the allocation statement, such amount to be determined in accordance with this the manner set forth in Section 5.11(b)(i8.1(c). (iie) HSE Buyer shall prepare and timely file, or cause the Company Transferred Companies to prepare and timely file file, all Tax Returns of required to be filed by or with respect to the Company (other than the Partnership Returns) due Transferred Companies for any Tax period beginning after the Closing Date (the “HSE Prepared in such manner as it chooses in its sole discretion. Buyer shall bear all costs associated with preparing and filing such Tax Returns”). To the extent that any such Tax Return includes Taxes for which Seller has indemnified Buyer, Buyer shall provide Seller with a HSE Prepared Return relates solely calculation of such taxes, accompanied by such supporting detail as is reasonably available to permit Seller to determine whether it agrees with the amounts shown as due, not later than 30 days prior to the due date (including extensions) for filing such Tax Returns. Seller shall have the right to review the calculation and to review all workpapers and procedures used to prepare such calculation. If Seller objects to the calculation prepared by Buyer within 10 days of receipt thereof, Seller and Buyer shall endeavor in good faith to resolve such disagreement and, failing that, a neutral accounting firm mutually selected by Seller and Buyer shall resolve the disagreement consistent with the terms of this Agreement. Buyer and Seller shall share equally all costs of the neutral accounting firm. Buyer shall remit (or cause to be remitted) any Taxes due with respect to such Tax Returns (provided, that Seller shall pay Buyer or its designee in cleared funds not later than three Business Days prior to the due date (including extensions) for such Tax Returns the amount of any Taxes for which Seller has indemnified Buyer). (f) Except to the extent otherwise required by Applicable Law, Buyer shall not, and shall not permit any of its Affiliates to, without the prior written consent of Seller, which consent may not be unreasonably withheld, conditioned or delayed, amend any Tax Returns of the Transferred Companies relating in whole or in part to a Pre-Closing Tax Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices and accounting methods of the Company, and, to the extent applicable, the conventions provided in Section 5.11(b)(iii), unless, as reasonably determined by HSE, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of penalties, in which case, such HSE Prepared Return shall be prepared in accordance with any good faith method determined by HSE after consulting with Transferors. If a HSE Prepared Return relates to income Taxes for a Pre-Closing Tax Period or shows an Indemnified Tax, HSE shall submit such HSE Prepared Return to Transferors for Transferors’ review and comment at least thirty (30) days prior to the due date of such HSE Prepared Return. HSE shall incorporate any reasonable comments made by Transferors in the final Tax Return prior to filing. No failure or delay of HSE in providing HSE Prepared Returns for Transferors to review shall reduce or otherwise affect the obligations or liabilities of Transferors pursuant to this Agreement other than to the extent any Transferor is prejudiced by such failure or delay. (iii) Transferors and HSE agree with respect to certain Tax matters as follows: (A) to the extent permissible under applicable Laws, to elect to have each Tax year of the Company that includes the Closing Date end as of the end of the Closing Date; (B) to treat all interest and other earnings on the Transferor Escrow Amount as income of HSE in accordance with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2); and (C) unless otherwise required by applicable Law, to treat all indemnification payments under this Agreement paid by Transferors as adjustments to the total consideration payable hereunder for all relevant Tax purposes.

Filing of Tax Returns. (i) TransferorsSellers, at their sole cost and expense, shall (A) prepare and timely file (or cause the Company to prepare be prepared and timely filefiled) all Tax Returns of the Company due (after taking into account all appropriate extensions) on that are required to be filed by or prior with respect to the Closing Date (the “Pre-Closing Tax Returns”); (B) prepare and timely file (or cause the Company to prepare and timely file) the IRS Form 1065 (and any comparable state and local Tax Returns) of the each Company for any Tax period years or periods ending on or prior to before the Closing Date (the “Partnership Returns,” and collectively with the Pre-Closing Tax ReturnsDate. In each case, the “Transferor Prepared Tax Returns”) and (C) timely pay (or cause the Company to timely pay) all Taxes that are shown as payable with respect to Transferor-Prepared Returns. All Transferor Prepared Returns shall be prepared in accordance a manner consistent with existing procedures, practices, past practices unless otherwise required by any applicable Law and accounting methods of the relevant Company and, shall timely remit (or cause to be timely remitted) any Taxes shown due on such Tax Returns (if any) to the extent applicablepayable by the Company filing the Tax Return. (ii) Except as described in Section 6.13(a)(i), the conventions provided for in accordance Buyer shall timely prepare and file (or cause to be timely prepared and filed) all Tax Returns with Section 5.11(b)(iii). To the extent respect to each Company that are required to be signed filed after the Closing Date. With respect to any Tax Return that is required to be filed by HSE or the Company, each Partnership Return due with respect to any Company for any Tax year or period that begins before and ends after the Closing Date (a “Straddle Period”), such Tax Return shall be submitted prepared in a manner consistent with past practice unless otherwise required by applicable Law and (x) the Buyer shall deliver a completed draft of such Tax Return to HSE for HSE’s review and comment at least the Sellers no later than thirty (30) days prior to the due date for filing such Tax Return (or, if such due date is within forty-five (45) days following the Closing Date, as promptly as practicable following the Closing Date), (y) the Sellers (and their authorized representatives) shall have the right to review such Tax Return prior to the filing thereof, and (z) the Sellers shall be permitted to object to any item(s) on such Tax Return within ten (10) days of receipt of such Partnership ReturnTax Returns by written notice of objection to the Buyer stating that they so object, specifying with particularity any such objectionable item(s) and the specific factual or legal basis for such objection. Transferors If a notice of objection shall consider be duly delivered, the Sellers and the Buyer shall negotiate in good faith and use their reasonable best efforts to resolve such item. If the Buyer and the Sellers are unable to reach such agreement within ten (10) days after receipt by the Buyer of such notice, the disputed item shall be resolved by an independent accounting firm (“Independent Accounting Firm”) the Buyer and the Sellers shall appoint by mutual agreement. If the Independent Accounting Firm is unable to resolve any comments made by HSE to disputed item before the due date for such Tax Returns. HSE shall cause Return, the Company to file all Partnership Returns prepared by Transferors and timely delivered by HSE in accordance with this Section 5.11(b)(i). (ii) HSE shall cause the Company to prepare and timely file all Tax Returns of the Company (other than the Partnership Returns) due after the Closing Date (the “HSE Prepared Returns”). To the extent that a HSE Prepared Return relates solely to a Pre-Closing Tax Period, such Tax Return shall be filed as prepared on a basis consistent by the Buyer and then amended to reflect the Independent Accounting Firm's resolution. The Buyer shall remit (or cause to be remitted) any Taxes due with existing procedures and practices and accounting methods respect to such Tax Return. The Sellers or the Buyer, as the case may be, shall pay the other party for the Taxes for which the Sellers or the Buyer, respectively, is liable pursuant to Section 9.2 or Section 9.3, but which are payable with any Tax Return to be filed by the other party pursuant to paragraph (a) or paragraph (b) of this Section 6.13(a) no later than the tenth (10th) day after receipt of written request from the party entitled to payment, setting forth in detail the computation of the Companyamount owed by the Sellers or the Buyer, andas the case may be. The fees and expenses of the Independent Accounting Firm’s review and determination pursuant to this Section 6.13(a)(ii) shall be borne by the Sellers and the Buyer in inverse proportion as they may prevail on all disputed amounts resolved by the Independent Accounting Firm, which proportionate allocations shall also be determined by the Independent Accounting Firm at the time its determination is rendered on the Disputed Amounts submitted. For example, should the disputed amounts total an amount equal to $1,000 and the Independent Accounting Firm awards $600 in favor of the Seller’s position, 60% of the costs of its review would be borne by the Buyer and 40% of the costs would be borne by the Sellers. During the review by the Independent Accounting Firm, the Buyer, the Sellers and the accountants for the relevant Company will each make available to the extent applicableIndependent Accounting Firm interviews with such individuals, the conventions provided in Section 5.11(b)(iii)and such information, unlessbooks and records and work papers, as may be reasonably determined required by HSEthe Independent Accounting Firm to fulfill its obligations under Section 6.13(a)(ii); provided, such procedurehowever, practice, accounting method or other contemplated treatment does that the accountants for the relevant Company shall not have sufficient legal support be obliged to avoid make any work papers available to the imposition of penalties, in which case, such HSE Prepared Return shall be prepared Independent Accounting Firm except in accordance with any good faith method determined by HSE such accountants’ normal disclosure procedures and then only after consulting with Transferors. If such firm has signed a HSE Prepared Return relates customary agreement relating to income Taxes for a Pre-Closing Tax Period or shows an Indemnified Tax, HSE shall submit such HSE Prepared Return access to Transferors for Transferors’ review work papers in form and comment at least thirty (30) days prior substance reasonably acceptable to the due date of such HSE Prepared Return. HSE shall incorporate any reasonable comments made by Transferors in the final Tax Return prior to filing. No failure or delay of HSE in providing HSE Prepared Returns for Transferors to review shall reduce or otherwise affect the obligations or liabilities of Transferors pursuant to this Agreement other than to the extent any Transferor is prejudiced by such failure or delayaccountants. (iii) Transferors and HSE agree After the Closing Date, the Buyer shall not (or shall cause or permit any of the Companies to) amend, refile or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Return relating in whole or in part to any Company with respect to certain Tax matters as follows: any taxable year or period (Aor portion thereof) to the extent permissible under applicable Laws, to elect to have each Tax year of the Company that includes ending on or before the Closing Date end (or with respect to any Straddle Period) except (i) as of the end of the Closing Date; (B) to treat all interest and other earnings on the Transferor Escrow Amount as income of HSE in accordance with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2); and (C) unless otherwise required by applicable Law, to treat all indemnification payments under this Agreement paid by Transferors as adjustments to or (ii) with the total consideration payable hereunder for all relevant Tax purposesprior written consent of the Sellers (which consent shall not be unreasonably withheld, conditioned or delayed).

Filing of Tax Returns. (i) TransferorsTransferor, at their its sole cost and expense, shall (A) prepare and timely file (or cause the Company to prepare and timely file) all Tax Returns of the Company due (after taking into account all appropriate extensions) on or prior to the Closing Date (the “Pre-Closing Tax Returns”); (B) prepare and timely file (or cause the Company to prepare and timely file) the IRS Form 1065 (and any comparable state and local Tax Returns) of the Company for any Tax period ending on or prior to the Closing Date (the “Partnership Returns,” and collectively with the Pre-Closing Tax Returns, the “Transferor Prepared Tax Returns”) and (CB) timely pay (or cause the Company to timely pay) all Taxes that are shown as payable with respect to TransferorPre-Prepared Closing Tax Returns. All Transferor Prepared Pre-Closing Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the Company and, to the extent applicable, the conventions provided for in accordance with Section 5.11(b)(iii). To the extent required to be signed by HSE or the Company, each Partnership Return due after the Closing Date shall be submitted to HSE for HSE’s review and comment at least thirty (30) days prior to the due date of such Partnership Return. Transferors shall consider in good faith any comments made by HSE to such Tax Returns. HSE shall cause the Company to file all Partnership Returns prepared by Transferors and timely delivered by HSE in accordance with this Section 5.11(b)(i). (ii) HSE shall cause the Company to prepare and timely file all Tax Returns of the Company (other than the Partnership Returns) due after the Closing Date (the “HSE Prepared Returns”). To the extent that a HSE Prepared Return relates solely to a Pre-Closing Tax Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices and accounting methods of the Company, and, to the extent applicable, the conventions provided in Section 5.11(b)(iii), unless, as reasonably determined by HSE, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of penalties, in which case, such HSE Prepared Return shall be prepared in accordance with any good faith method determined by HSE after consulting with TransferorsTransferor. If a HSE Prepared Return relates to income Taxes for a Pre-Closing Tax Period or shows an Indemnified Tax, HSE shall submit such HSE Prepared Return to Transferors Transferor for Transferors’ Transferor’s review and comment at least thirty (30) days prior to the due date of such HSE Prepared Return. HSE shall incorporate any reasonable comments made by Transferors Transferor in the final Tax Return prior to filing. No failure or delay of HSE in providing HSE Prepared Returns for Transferors Transferor to review shall reduce or otherwise affect the obligations or liabilities of Transferors Transferor pursuant to this Agreement other than to the extent any Transferor is prejudiced by such failure or delay. (iii) Transferors Transferor and HSE agree with respect to certain Tax matters as follows: (A) to the extent permissible under applicable Laws, to elect to have each Tax year of the Company that includes the Closing Date end as of the end of the Closing Date; (B) to treat all interest and other earnings on the Transferor Escrow Amount as income of HSE in accordance with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2); and (C) unless otherwise required by applicable Law, to treat all indemnification payments under this Agreement paid by Transferors Transferor as adjustments to the total consideration payable hereunder for all relevant Tax purposes.

Filing of Tax Returns. (i) Transferors, at their sole cost and expense, Seller shall (A) prepare and timely file (or cause the Company to prepare and timely file, or cause to be prepared and timely filed, all Consolidated Returns that include Seller and the Companies, regardless of when such Tax Returns are required to be filed. Seller shall pay all Taxes with respect to such Tax Returns within the time and in the manner prescribed by Applicable Law. (ii) Seller shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for either of the Company due (after taking into account all appropriate extensions) Companies for taxable periods that end on or before the Closing Date and are required to be filed prior to the Closing Date (taking into account any extensions) other than Tax Returns described in Section 8.2(a)(i). Seller shall pay all Taxes with respect to such Tax Returns within the “Pre-Closing Tax time and in the manner prescribed by Applicable Law. (iii) From and after the Closing, Buyer shall cause the Companies to provide Seller and its Affiliates in a timely fashion in accordance with past practice all filing information relating to the Companies necessary for the preparation and filing of the Consolidated Returns”); . (Bb) Buyer shall prepare and timely file, or cause to be prepared and timely filed, Tax Returns for the Companies for taxable periods that end on or before the Closing Date are not described in Section 8.2(a) and for any Straddle Period. Straddle Period Tax Returns shall be prepared in a manner consistent with the positions taken, and with accounting methods used, on the Tax Returns filed by or with respect to the Companies prior to the date on which the Closing occurs, unless otherwise required by Applicable Law or agreed by Seller and Buyer. Buyer shall deliver any such Tax Return to Seller for Seller's review at least forty-five (45) days (or, in the case of premium Tax Returns, ten (10) days) prior to the date such Tax Return is required to be filed and shall accept all reasonable comments of Seller in respect of such Tax Returns. To the extent consistent with Applicable Law, Buyer shall, or shall cause the Companies to, file all Tax Returns for any Straddle Period on the basis that the relevant Tax period ended as of the Closing Date, unless the relevant Tax Authority will not accept a Tax Return filed on that basis. Buyer shall pay all Taxes with respect to all Tax Returns described in this Section 8.2(b) within the time and in the manner prescribed by Applicable Law, and Seller shall remit to Buyer within ten (10) days of Buyer's demand therefor Seller's allocable share of such Taxes as determined under Section 8.1(a). (c) Buyer shall prepare and timely file, or cause the Company Companies to prepare and timely file) , all Tax Returns required to be filed by or with respect to the IRS Form 1065 (and any comparable state and local Tax Returns) of the Company Companies for any Tax period ending on or prior to beginning after the Closing Date Date. (the “Partnership Returns,” and collectively with the Pre-Closing Tax Returns, the “Transferor Prepared Tax Returns”d) and (C) timely pay (or cause the Company to timely pay) all Taxes that are shown as payable with respect to Transferor-Prepared Returns. All Transferor Prepared Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the Company and, Except to the extent applicableotherwise required by Applicable Law, Buyer shall not, and shall not permit any of its Affiliates to, without the conventions provided for in accordance with Section 5.11(b)(iii). To the extent required to prior written consent of Seller, which consent may not be signed by HSE unreasonably withheld, conditioned or the Companydelayed, each Partnership Return due after the Closing Date shall be submitted to HSE for HSE’s review and comment at least thirty (30) days prior to the due date of such Partnership Return. Transferors shall consider in good faith amend any comments made by HSE to such Tax Returns. HSE shall cause the Company to file all Partnership Returns prepared by Transferors and timely delivered by HSE in accordance with this Section 5.11(b)(i). (ii) HSE shall cause the Company to prepare and timely file all Tax Returns of the Company (other than the Partnership Returns) due after the Closing Date (the “HSE Prepared Returns”). To the extent that a HSE Prepared Return relates solely Companies relating in whole or in part to a Pre-Closing Tax Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices and accounting methods of the Company, and, to the extent applicable, the conventions provided in Section 5.11(b)(iii), unless, as reasonably determined by HSE, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of penalties, in which case, such HSE Prepared Return shall be prepared in accordance with any good faith method determined by HSE after consulting with Transferors. If a HSE Prepared Return relates to income Taxes for a Pre-Closing Tax Period or shows an Indemnified Tax, HSE shall submit such HSE Prepared Return to Transferors for Transferors’ review and comment at least thirty (30) days prior to the due date of such HSE Prepared Return. HSE shall incorporate any reasonable comments made by Transferors in the final Tax Return prior to filing. No failure or delay of HSE in providing HSE Prepared Returns for Transferors to review shall reduce or otherwise affect the obligations or liabilities of Transferors pursuant to this Agreement other than to the extent any Transferor is prejudiced by such failure or delay. (iii) Transferors and HSE agree with respect to certain Tax matters as follows: (A) to the extent permissible under applicable Laws, to elect to have each Tax year of the Company that includes the Closing Date end as of the end of the Closing Date; (B) to treat all interest and other earnings on the Transferor Escrow Amount as income of HSE in accordance with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2); and (C) unless otherwise required by applicable Law, to treat all indemnification payments under this Agreement paid by Transferors as adjustments to the total consideration payable hereunder for all relevant Tax purposes.

Filing of Tax Returns. (ia) TransferorsThe Seller shall prepare or cause to be prepared and file or cause to be filed, at their sole cost and the Seller’s expense, shall (A) prepare and timely file (or cause the Company to prepare and timely file) all Pass-Through Tax Returns for any member of the Company due (after taking into account all appropriate extensions) on or prior to the Closing Date (the “Pre-Closing Tax Returns”); (B) prepare and timely file (or cause the Company to prepare and timely file) the IRS Form 1065 (and any comparable state and local Tax Returns) of the Company Group for any Tax period taxable periods ending on or prior to the Closing Date, in each case, the due date of which (taking into account valid extensions of time to file) is after the Closing Date (the each a “Partnership Returns,” and collectively with the Pre-Closing Pass-Through Tax Returns, the “Transferor Prepared Tax ReturnsReturn”) and (C) timely pay (or cause the Company to timely pay) all Taxes that are shown as payable with respect to Transferor-Prepared Returns). All Transferor Prepared such Pre-Closing Pass-Through Tax Returns shall be prepared and filed in accordance a manner consistent with existing the past procedures, practices, practices and accounting methods of the applicable member of the Company and, Group except as required by applicable Law or this Agreement. The Seller shall submit each such Pre-Closing Pass-Through Tax Return to the extent applicableBuyer at least thirty (30) days prior to the due date (taking into account any extensions) for Buyer’s approval (such approval not to be unreasonably withheld, the conventions provided for in accordance with Section 5.11(b)(iiiconditioned or delayed). To Buyer and the extent required Company Group shall cooperate with the Seller in preparing such Pre-Closing Pass-Through Tax Returns, including providing records and information which are reasonably relevant to such Tax Returns and making employees and third-party advisors available on a mutually convenient basis to provide additional information and explanation of any material provided. (b) The Buyer, at the expense of the Company Group, shall prepare or cause to be signed by HSE prepared and file or cause to be filed all other Tax Returns for any member of the Company, each Partnership Return due Company Group for any taxable period (or portion thereof) that ends on or before the Closing (that is not a Pre-Closing Pass- Through Tax Return). With respect to all Pass-Through Tax Returns for any taxable periods that include and end after the Closing Date shall required to be submitted to HSE for HSE’s review and comment filed by any member of the Company Group after the Closing Date (each, a “Straddle Period Pass-Through Tax Return”), at least thirty (30) days prior to the due date of any Straddle Period Pass-Through Tax Return (taking into account any applicable extensions), Buyer shall deliver to the Seller a copy of such Partnership ReturnStraddle Period Pass-Through Tax Return for review and comment by the Seller. Transferors Buyer shall consider in good faith any comments made by HSE to such Tax Returns. HSE shall cause the Company to file all Partnership Returns prepared by Transferors and timely delivered by HSE in accordance with this Section 5.11(b)(i)received from Seller. (ii) HSE shall cause the Company to prepare and timely file all Tax Returns of the Company (other than the Partnership Returns) due after the Closing Date (the “HSE Prepared Returns”). To the extent that a HSE Prepared Return relates solely to a Pre-Closing Tax Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices and accounting methods of the Company, and, to the extent applicable, the conventions provided in Section 5.11(b)(iii), unless, as reasonably determined by HSE, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of penalties, in which case, such HSE Prepared Return shall be prepared in accordance with any good faith method determined by HSE after consulting with Transferors. If a HSE Prepared Return relates to income Taxes for a Pre-Closing Tax Period or shows an Indemnified Tax, HSE shall submit such HSE Prepared Return to Transferors for Transferors’ review and comment at least thirty (30) days prior to the due date of such HSE Prepared Return. HSE shall incorporate any reasonable comments made by Transferors in the final Tax Return prior to filing. No failure or delay of HSE in providing HSE Prepared Returns for Transferors to review shall reduce or otherwise affect the obligations or liabilities of Transferors pursuant to this Agreement other than to the extent any Transferor is prejudiced by such failure or delay. (iii) Transferors and HSE agree with respect to certain Tax matters as follows: (A) to the extent permissible under applicable Laws, to elect to have each Tax year of the Company that includes the Closing Date end as of the end of the Closing Date; (B) to treat all interest and other earnings on the Transferor Escrow Amount as income of HSE in accordance with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2); and (C) unless otherwise required by applicable Law, to treat all indemnification payments under this Agreement paid by Transferors as adjustments to the total consideration payable hereunder for all relevant Tax purposes.

Filing of Tax Returns. (i) Transferors, at their sole cost and expense, shall (A) prepare and timely file (or cause the Company to prepare and timely file) all Tax Returns of the Company due (after taking into account all appropriate extensions) on or prior to the Closing Date (the “Pre-Closing Tax Returns”); (B) prepare and timely file (or cause the Company to prepare and timely file) the IRS Form 1065 (and any comparable state and local Tax Returns) of the Company for any Tax period ending on or prior to the Closing Date (the “Partnership Returns,” and collectively with the Pre-Closing Tax Returns, the “Transferor Prepared Tax Returns”) and (C) timely pay (or cause the Company to timely pay) all Taxes that are shown as payable with respect to Transferor-Prepared Returns. All Transferor Prepared Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the Company and, to the extent applicable, the conventions provided for in accordance with Section 5.11(b)(iii). To the extent required to be signed by HSE or the Company, each Partnership Return due after the Closing Date shall be submitted to HSE for HSE’s review and comment at least thirty (30) days prior to the due date of such Partnership Return. Transferors shall consider in good faith any comments made by HSE to such Tax Returns. HSE shall cause the Company to file all Partnership Returns prepared by Transferors and timely delivered by HSE in accordance with this Section 5.11(b)(i). (ii) HSE shall cause the Company to prepare and timely file all Tax Returns of the Company (other than the Partnership Returns) due after the Closing Date (the “HSE Prepared Returns”). To the extent that a HSE Prepared Return relates solely to a Pre-Closing Tax Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices and accounting methods of the Company, and, to the extent applicable, the conventions provided in Section 5.11(b)(iii), unless, as reasonably determined by HSE, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of penalties, in which case, such HSE Prepared Return shall be prepared in accordance with any good faith method determined by HSE after consulting with Transferors. If a HSE Prepared Return relates to income Taxes for a Pre-Closing Tax Period or shows an Indemnified Tax, HSE shall submit such HSE Prepared Return to Transferors for Transferors’ review and comment at least thirty (30) days prior to the due date of such HSE Prepared Return. HSE shall incorporate any reasonable comments made by Transferors in the final Tax Return prior to filing. No failure or delay of HSE in providing HSE Prepared Returns for Transferors to review shall reduce or otherwise affect the obligations or liabilities of Transferors pursuant to this Agreement other than to the extent any Transferor is prejudiced by such failure or delay. (iii) Transferors and HSE agree with respect to certain Tax matters as follows: (A) to the extent permissible under applicable Laws, to elect to have each Tax year of the Company that includes the Closing Date end as of the end of the Closing Date; (B) to treat all interest and other earnings on the Transferor Escrow Amount and the ▇▇▇▇▇ Escrow Amount as income of HSE in accordance with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2); and (C) unless otherwise required by applicable Law, to treat all indemnification payments under this Agreement paid by Transferors as adjustments to the total consideration payable hereunder for all relevant Tax purposes.

Filing of Tax Returns. (ia) Transferors, at their sole cost The Company and expense, each Subsidiary shall (A) prepare and timely file (or cause the Company to prepare and timely file) , or shall cause to be prepared and timely filed, all material Tax Returns in respect of the Company due or such Subsidiary that are required to be filed (after taking into account all appropriate extensionsany extension) on or prior to before the Closing Date (Date, and the “Pre-Closing Tax Returns”); (B) prepare and timely file (Company or such Subsidiary shall pay, or cause the Company to prepare and timely file) the IRS Form 1065 (and any comparable state and local Tax Returns) be paid, all Taxes of the Company for any Tax period ending or such Subsidiary due on or prior to before the Closing Date (the “Partnership Returns,” and collectively with the Pre-Closing Date. Such Tax Returns, the “Transferor Prepared Tax Returns”) and (C) timely pay (or cause the Company to timely pay) all Taxes that are shown as payable with respect to Transferor-Prepared Returns. All Transferor Prepared Returns shall be prepared by treating items on such Tax Returns in accordance a manner consistent with existing procedures, practices, and accounting methods the past practices of the Company andand the Subsidiaries, as applicable, with respect to such items, except as required by applicable Law. Notwithstanding anything to the extent applicablecontrary herein, the conventions provided for in accordance Company and its Subsidiaries shall be permitted to elect a transfer pricing method with Section 5.11(b)(iii). To respect to the extent United States federal income Tax Returns of Cobalt Laboratories, Inc. that are required to be signed by HSE filed on or the Company, each Partnership Return due after before the Closing Date Date; provided, however, Parent shall be submitted have the sole right to HSE determine the appropriate Tax treatment and reporting of the Company and any Subsidiary with respect to transactions involving the Generic Product. At least fifteen (15) days prior to filing any material Tax Return, Shareholders’ Representative shall submit a copy of such Tax Return to Parent for HSEParent’s review and comment as to conformity with the requirements of this Agreement, and Shareholders’ Representative shall reasonably consider any such comments in good faith. (b) Parent shall timely prepare and file, or shall cause to be timely prepared and filed, any Tax Return of the Company and its Subsidiaries for any taxable periods for which such Tax Returns are required to be filed after the Closing Date, and Parent shall pay, or cause to be paid, all Taxes of the Company and its Subsidiaries shown to be due on such Tax Returns. Parent shall deliver to the Shareholders’ Representative, for its review and comment as to conformity with the requirements of this Agreement, a copy of any such Tax Return at least thirty fifteen (3015) days prior to the due date of thereof, including extensions. Parent shall reasonably consider any such Partnership Return. Transferors shall consider comments in good faith any comments made faith. Such Tax Returns shall be prepared by HSE treating items on such Tax Returns in a manner consistent with the past practices of the Company and the Subsidiaries, as applicable, with respect to such items, except as required by applicable Law. Parent shall not amend or revoke any Tax Returns. HSE Return (or any elections relating thereto) without the prior written consent of the Shareholders’ Representative, which consent shall cause the Company to file all Partnership Returns prepared by Transferors and timely delivered by HSE in accordance with this Section 5.11(b)(i)not be unreasonably withheld. (iic) HSE Parent shall timely prepare and file or shall cause the Company to prepare be timely prepared and timely file filed all Tax Returns of the Company (other than the Partnership Returns) due after the Closing Date (the “HSE Prepared Returns”). To the extent that a HSE Prepared Return relates solely to a Preand its Subsidiaries for any Post-Closing Tax Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices and accounting methods of the Company, and, to the extent applicable, the conventions provided in Section 5.11(b)(iii), unless, as reasonably determined by HSE, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of penalties, in which case, such HSE Prepared Return shall be prepared in accordance with any good faith method determined by HSE after consulting with Transferors. If a HSE Prepared Return relates to income Taxes for a Pre-Closing Tax Period or shows an Indemnified Tax, HSE shall submit such HSE Prepared Return to Transferors for Transferors’ review and comment at least thirty (30) days prior to the due date of such HSE Prepared Return. HSE shall incorporate any reasonable comments made by Transferors in the final Tax Return prior to filing. No failure or delay of HSE in providing HSE Prepared Returns for Transferors to review shall reduce or otherwise affect the obligations or liabilities of Transferors pursuant to this Agreement other than to the extent any Transferor is prejudiced by such failure or delay. (iii) Transferors and HSE agree with respect to certain Tax matters as follows: (A) to the extent permissible under applicable Laws, to elect to have each Tax year of the Company that includes the Closing Date end as of the end of the Closing Date; (B) to treat all interest and other earnings on the Transferor Escrow Amount as income of HSE in accordance with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2); and (C) unless otherwise required by applicable Law, to treat all indemnification payments under this Agreement paid by Transferors as adjustments to the total consideration payable hereunder for all relevant Tax purposes.

Filing of Tax Returns. (i) TransferorsThe Selling Members, at their sole cost and expense, shall (Ai) prepare and timely file (or cause the Company Towing to prepare and timely file) all Tax Returns of the Company Towing due (after taking into account all appropriate extensions) on or prior to the Closing Date (the “Pre-Closing Tax Returns”); (Bii) prepare and timely file (or cause the Company Towing to prepare and timely file) the IRS Form 1065 (and any comparable state and local Tax Returns) of the Company Towing for any Tax period ending on or prior to the Closing Date (the “Partnership Returns,” and collectively with the Pre-Closing Tax Returns, the “Transferor Seller Prepared Tax Returns”) and (Ciii) timely pay (or cause the Company Towing to timely pay) all Taxes that are shown as payable with respect to Transferor-Seller Prepared Returns. All Transferor Seller Prepared Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the Company Towing and, to the extent applicable, the conventions provided for in accordance with Section 5.11(b)(iii6.6(c)(iii). To the extent required to be signed by HSE or the Company, each Each Partnership Return due after the Closing Date shall be submitted to HSE Purchaser for HSEPurchaser’s review and comment approval at least thirty (30) days prior to the due date of such Partnership Return. Transferors shall consider in good faith any comments made by HSE to such Tax Returns. HSE Purchaser shall cause Towing to file, in the Company to file form approved by Purchaser, all Partnership Returns prepared by Transferors the Selling Members and timely delivered by HSE to Purchaser in accordance with this Section 5.11(b)(i6.6(c)(i). (ii) HSE Purchaser shall cause the Company Towing to prepare and timely file all Tax Returns of the Company Towing (other than the Partnership Returns) due after the Closing Date (the “HSE Purchaser Prepared Returns”). To the extent that a HSE Purchaser Prepared Return relates solely to a Pre-Tax period ending on or before the Closing Tax PeriodDate, such Tax Return shall be prepared on a basis consistent with existing procedures and practices and accounting methods of the Companymethods, and, to the extent applicable, the conventions provided in Section 5.11(b)(iii6.6(c)(iii), unless, as reasonably determined by HSEPurchaser, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of penalties, in which case, such HSE Purchaser Prepared Return shall be prepared in accordance with any good faith method determined by HSE after consulting with TransferorsPurchaser. If a HSE Each Purchaser Prepared Return relates to income Taxes for a Pre-Closing Tax Period or that shows an Indemnified Tax, HSE Tax shall submit such HSE Prepared Return be submitted to Transferors the Representative for Transferors’ the Representative’s review and comment at least thirty (30) days prior to the due date of such HSE Prepared the Tax Return. HSE Purchaser shall incorporate any reasonable comments made by Transferors the Representative in the final Tax Return prior to filing. No failure or delay of HSE Purchaser in providing HSE Purchaser Prepared Returns for Transferors to the Representative’s review shall reduce or otherwise affect the obligations or liabilities of Transferors the Selling Members pursuant to this Agreement other than to the extent any Transferor is prejudiced by unless such failure or delaydelay is the direct and proximate cause of any obligation or liability. (iii) Transferors The Selling Members and HSE Purchaser agree with respect to certain Tax matters as follows: (A) to the extent permissible under applicable Laws, to elect to have each Tax year of the Company that includes the Closing Date Towing end as of the end of the Closing Date; (B) to treat all interest and other earnings on the Transferor Towing Escrow Amount as income of HSE the Selling Members in accordance with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2); and (C) unless otherwise required by applicable Law, to treat all indemnification payments under this Agreement paid by Transferors the Selling Members as adjustments to the total consideration payable hereunder Towing Consideration for all relevant Tax purposes.

Filing of Tax Returns. (i) TransferorsSeller shall timely prepare and file or shall cause to be timely prepared and filed any Tax Return of Bank or any of its Subsidiaries for any taxable period that ends on or before the Closing Date, at their sole cost provided that Seller shall prepare and expensefile such Tax Returns in a manner consistent with the past practice of Bank or its Subsidiaries, as the case may be, unless otherwise required by Applicable Law. Purchaser agrees to cooperate (to the extent legally permitted) with Seller with respect to the filing of any such Tax Return provided that, if Purchaser and Seller do not agree as to the proper reporting of any item on a Tax Return where Purchaser’s cooperation is required, Purchaser and Seller agree to refer such matter to a mutually-acceptable public accounting firm and the decision of such firm with respect to the proper reporting of such item shall be binding on all parties. The costs of any such firm shall be split equally between Seller and Purchaser. (ii) Purchaser shall, except to the extent that such Tax Returns are the responsibility of Seller under Section 5.17(g)(i), and subject to Section 5.17(g)(iii), be responsible for the preparation and filing of all Tax Returns with respect to Bank and its Subsidiaries. (iii) For any Tax Return of Bank or any of its Subsidiaries with respect to a Straddle Period, Purchaser shall (A) prepare and timely file (or cause the Company to prepare and timely file) all such Tax Returns in a manner consistent with the past practice of Bank or its Subsidiaries, as the Company due (after taking into account all appropriate extensions) on or prior to the Closing Date (the “Pre-Closing Tax Returns”); case may be, unless otherwise required by Applicable Law, (B) prepare and timely file (or cause the Company deliver to prepare and timely file) the IRS Form 1065 (and any comparable state and local Tax Returns) of the Company Seller for any Tax period ending on or prior to the Closing Date (the “Partnership Returns,” and collectively with the Pre-Closing Tax Returns, the “Transferor Prepared Tax Returns”) and (C) timely pay (or cause the Company to timely pay) all Taxes that are shown as payable with respect to Transferor-Prepared Returns. All Transferor Prepared Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the Company and, to the extent applicable, the conventions provided for in accordance with Section 5.11(b)(iii). To the extent required to be signed by HSE or the Company, each Partnership Return due after the Closing Date shall be submitted to HSE for HSE’s its review and comment a copy of such proposed Tax Return at least thirty (30) days prior to the due date of such Partnership Return. Transferors shall consider in good faith any comments made by HSE to such Tax Returns. HSE shall cause the Company to file all Partnership Returns prepared by Transferors and timely delivered by HSE in accordance with this Section 5.11(b)(i). (ii) HSE shall cause the Company to prepare and timely file all Tax Returns of the Company (other than the Partnership Returns) due after the Closing Date (the “HSE Prepared Returns”). To the extent that a HSE Prepared Return relates solely to a Pre-Closing Tax Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices and accounting methods of the Company, and, to the extent applicable, the conventions provided in Section 5.11(b)(iiipracticable), unless, as reasonably determined by HSE, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of penalties, but in which case, such HSE Prepared Return shall be prepared in accordance with any good faith method determined by HSE after consulting with Transferors. If a HSE Prepared Return relates to income Taxes for a Pre-Closing Tax Period or shows an Indemnified Tax, HSE shall submit such HSE Prepared Return to Transferors for Transferors’ review and comment at least thirty no event less than twenty (3020) days prior to the due date of such HSE Prepared Return. HSE shall incorporate (giving effect to any reasonable comments made by Transferors in the final Tax Return prior to filing. No failure or delay of HSE in providing HSE Prepared Returns for Transferors to review shall reduce or otherwise affect the obligations or liabilities of Transferors pursuant to this Agreement other than to the extent any Transferor is prejudiced by such failure or delay. validly obtained extension) thereof, and (iii) Transferors and HSE agree with respect to certain Tax matters as follows: (AC) to the extent permissible under applicable Lawsof any remaining disagreement between Purchaser and Seller, Purchaser and Seller agree to elect refer such matter to have each Tax year a mutually-acceptable public accounting firm and the decision of the Company that includes the Closing Date end as of the end of the Closing Date; (B) to treat all interest and other earnings on the Transferor Escrow Amount as income of HSE in accordance such firm with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2); and (C) unless otherwise required by applicable Law, to treat all indemnification payments under this Agreement paid by Transferors as adjustments respect to the total consideration payable hereunder for proper reporting of such item shall be binding on all relevant Tax purposesparties. The costs of any such firm shall be split equally between Seller and Purchaser.

Filing of Tax Returns. (ia) TransferorsThe Seller shall prepare or cause to be prepared and file or cause to be filed, at their sole cost and the Seller’s expense, shall (A) prepare and timely file (or cause the Company to prepare and timely file) all Pass-Through Tax Returns for any member of the Company due (after taking into account all appropriate extensions) on or prior to the Closing Date (the “Pre-Closing Tax Returns”); (B) prepare and timely file (or cause the Company to prepare and timely file) the IRS Form 1065 (and any comparable state and local Tax Returns) of the Company Group for any Tax period taxable periods ending on or prior to the Closing Date, in each case, the due date of which (taking into account valid extensions of time to file) is after the Closing Date (the each a “Partnership Returns,” and collectively with the Pre-Closing Pass-Through Tax Returns, the “Transferor Prepared Tax ReturnsReturn”) and (C) timely pay (or cause the Company to timely pay) all Taxes that are shown as payable with respect to Transferor-Prepared Returns). All Transferor Prepared such Pre-Closing Pass-Through Tax Returns shall be prepared and filed in accordance a manner consistent with existing the past procedures, practices, practices and accounting methods of the applicable member of the Company and, Group except as required by applicable Law or this Agreement. The Seller shall submit each such Pre-Closing Pass-Through Tax Return to the extent applicableBuyer at least thirty (30) days prior to the due date (taking into account any extensions) for Buyer’s approval (such approval not to be unreasonably withheld, the conventions provided for in accordance with Section 5.11(b)(iiiconditioned or delayed). To Buyer and the extent required Company Group shall cooperate with the Seller in preparing such Pre-Closing Pass-Through Tax Returns, including providing records and information which are reasonably relevant to such Tax Returns and making employees and third-party advisors available on a mutually convenient basis to provide additional information and explanation of any material provided. (b) The Buyer, at the expense of the Company Group, shall prepare or cause to be signed by HSE prepared and file or cause to be filed all other Tax Returns for any member of the Company, each Partnership Return due Company Group for any taxable period (or portion thereof) that ends on or before the Closing (that is not a Pre-Closing Pass-Through Tax Return). With respect to all Pass-Through Tax Returns for any taxable periods that include and end after the Closing Date shall required to be submitted to HSE for HSE’s review and comment filed by any member of the Company Group after the Closing Date (each, a “Straddle Period Pass-Through Tax Return”), at least thirty (30) days prior to the due date of any Straddle Period Pass-Through Tax Return (taking into account any applicable extensions), Buyer shall deliver to the Seller a copy of such Partnership ReturnStraddle Period Pass-Through Tax Return for review and comment by the Seller. Transferors Buyer shall consider in good faith any comments made by HSE to such Tax Returns. HSE shall cause the Company to file all Partnership Returns prepared by Transferors and timely delivered by HSE in accordance with this Section 5.11(b)(i)received from Seller. (ii) HSE shall cause the Company to prepare and timely file all Tax Returns of the Company (other than the Partnership Returns) due after the Closing Date (the “HSE Prepared Returns”). To the extent that a HSE Prepared Return relates solely to a Pre-Closing Tax Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices and accounting methods of the Company, and, to the extent applicable, the conventions provided in Section 5.11(b)(iii), unless, as reasonably determined by HSE, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of penalties, in which case, such HSE Prepared Return shall be prepared in accordance with any good faith method determined by HSE after consulting with Transferors. If a HSE Prepared Return relates to income Taxes for a Pre-Closing Tax Period or shows an Indemnified Tax, HSE shall submit such HSE Prepared Return to Transferors for Transferors’ review and comment at least thirty (30) days prior to the due date of such HSE Prepared Return. HSE shall incorporate any reasonable comments made by Transferors in the final Tax Return prior to filing. No failure or delay of HSE in providing HSE Prepared Returns for Transferors to review shall reduce or otherwise affect the obligations or liabilities of Transferors pursuant to this Agreement other than to the extent any Transferor is prejudiced by such failure or delay. (iii) Transferors and HSE agree with respect to certain Tax matters as follows: (A) to the extent permissible under applicable Laws, to elect to have each Tax year of the Company that includes the Closing Date end as of the end of the Closing Date; (B) to treat all interest and other earnings on the Transferor Escrow Amount as income of HSE in accordance with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2); and (C) unless otherwise required by applicable Law, to treat all indemnification payments under this Agreement paid by Transferors as adjustments to the total consideration payable hereunder for all relevant Tax purposes.

Filing of Tax Returns. 5.1 The Seller (ior its duly authorised agents) Transferorsshall, at their sole cost and expense, shall (A) prepare and timely file (or cause the Company to prepare and timely file) all Tax Returns expense of the Company due (after taking into account all appropriate extensions) Company, prepare the Company’s corporation tax returns for accounting periods ended on or prior to the Closing Date Completion (the “Pre-Closing Tax Relevant Returns”); , to the extent they have not been prepared before Completion, and deal with all matters and correspondence relating thereto and the Buyer shall procure that the Company shall provide it with such assistance (Bincluding affording the Seller (and its duly authorised agents) prepare access to books, accounts and timely file records) as is reasonable and necessary for the Relevant Returns to be prepared and for the Seller to deal with such all matters and correspondence. 5.2 All Relevant Returns shall be submitted in draft form to the Buyer (or its duly authorised agents) for comment at least 20 Business Days before it is due to be submitted to the Tax Authority. The Buyer (or its duly authorised agents) shall comment within ten Business Days of such submission and the Seller shall not unreasonably refuse to adopt all such reasonable comments. The Buyer shall procure that the Company shall cause the finalised Relevant Returns to be authorised, signed and submitted to the appropriate Tax Authority promptly following receipt of the same from the Seller provided that the Relevant Returns are true and accurate in all material respects. No material communication (written or otherwise) pertaining to the Relevant Returns shall be sent (or otherwise communicated) to a Tax Authority without first having been approved by the Buyer (such approval not to be unreasonably withheld or delayed). 5.3 The Buyer shall procure that the Company makes or gives such claims, elections, surrenders and consents in relation to prepare and timely file) the IRS Form 1065 (and any comparable state and local Tax Returns) for all accounting periods of the Company for any Tax period ending ended on or prior to Completion as the Closing Date Seller requests as soon as reasonably practicable following any such request (provided done within the time limits required by law) and generally takes any reasonable action as may be necessary to give effect to such claims, elections, surrenders or consents. 5.4 The Buyer (or its duly authorised agents) shall prepare the Company’s corporation tax return for the accounting period in which Completion falls (“Partnership Returns,” and collectively with the Pre-Closing Tax Returns, the “Transferor Prepared Tax ReturnsStraddle Return”) and deal with all matters and correspondence relating thereto (C) timely pay (or cause including, for the Company to timely pay) all Taxes that are shown as payable with respect to Transferor-Prepared Returns. All Transferor Prepared Returns shall be prepared in accordance with existing procedures, practices, and accounting methods avoidance of the Company and, to the extent applicabledoubt, the conventions provided for in accordance with Section 5.11(b)(iiicalculation of any corporation tax instalments). To the extent required to be signed by HSE or the Company, each Partnership The Straddle Return due after the Closing Date shall be submitted in draft form to HSE the Seller, or its duly authorised agents, for HSE’s review and comment at least thirty 20 Business Days before it is due to be submitted to the Tax Authority. The Seller (30or its duly authorised agents) days shall comment within ten Business Days of such submission and the Buyer shall not unreasonably refuse to adopt all such reasonable comments (so far as they relate to the period or a Tax matter prior to Completion). The Buyer shall procure that the due date of such Partnership Return. Transferors shall consider in good faith any comments made by HSE to such Tax Returns. HSE Company shall cause the Company finalised Straddle Return to file all Partnership Returns prepared by Transferors be authorised, signed and timely delivered by HSE in accordance submitted to the appropriate Tax Authority without amendment (or with this Section 5.11(b)(isuch amendments as the Seller shall agree, such agreement not to be unreasonably withheld or delayed). 5.5 No material communication (iiwritten or otherwise) HSE pertaining to the Straddle Return (so far as it relates to the period or a Tax matter prior to Completion and including, for the avoidance of doubt, the calculation of any corporation tax instalment) shall cause be sent (or otherwise communicated) to a Tax Authority without first having been approved by the Company Seller (such approval not to prepare and timely file all Tax Returns of the Company (other than the Partnership Returns) due after the Closing Date (the “HSE Prepared Returns”be unreasonably withheld or delayed). To The Buyer shall afford the extent that a HSE Prepared Seller (or its duly authorised agents) such access to their books, accounts and records and provide such information as they may reasonably require to enable the Seller to properly review, comment and approve the Straddle Return relates solely to a Pre-Closing Tax Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices and accounting methods of the Company, and, to the extent applicable, the conventions provided in Section 5.11(b)(iii), unless, as reasonably determined by HSE, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of penalties, in which case, such HSE Prepared Return shall be prepared in accordance with any good faith method determined by HSE after consulting with Transferors. If a HSE Prepared Return relates to income Taxes for a Pre-Closing Tax Period or shows an Indemnified Tax, HSE shall submit such HSE Prepared Return to Transferors for Transferors’ review and comment at least thirty (30) days prior to the due date of such HSE Prepared Return. HSE shall incorporate any reasonable comments made by Transferors in the final Tax Return prior to filing. No failure or delay of HSE in providing HSE Prepared Returns for Transferors to review shall reduce or otherwise affect the obligations or liabilities of Transferors pursuant to this Agreement other than to the extent any Transferor is prejudiced by such failure or delaycommunication relating thereto. (iii) Transferors and HSE agree with respect to certain Tax matters as follows: (A) to the extent permissible under applicable Laws, to elect to have each Tax year of the Company that includes the Closing Date end as of the end of the Closing Date; (B) to treat all interest and other earnings on the Transferor Escrow Amount as income of HSE in accordance with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2); and (C) unless otherwise required by applicable Law, to treat all indemnification payments under this Agreement paid by Transferors as adjustments to the total consideration payable hereunder for all relevant Tax purposes.

Filing of Tax Returns. (ia) Transferors, at their sole cost and expense, The Parent shall (A) prepare and timely file (or cause to be prepared and the Company Buying Parties shall file or cause to prepare and timely file) be filed all Tax Returns of the Company due (after taking into account Acquired Entities for all appropriate extensions) on or prior to the Closing Date (the “Pre-Closing Tax Returns”); (B) prepare and timely file (or cause the Company to prepare and timely file) the IRS Form 1065 (and any comparable state and local Tax Returns) of the Company for any Tax period Periods ending on or prior to before the Closing Date (Date, and the “Partnership Returns,” and collectively with the Pre-Closing Tax Returns, the “Transferor Prepared Tax Returns”) and (C) timely Parent shall pay (or cause the Company to timely pay) all Taxes that are shown as payable with respect to Transferor-Prepared Returnssuch Tax Returns to the extent such Taxes are subject to Parent’s obligation to indemnify the Buying Parties pursuant to Section 8.1(a). All Transferor Prepared Such Tax Returns shall be prepared in accordance with existing procedures, practices, Law and accounting methods of the Company and, consistent with past practice except to the extent applicable, to conform the conventions provided for in accordance with Section 5.11(b)(iii)Income Tax treatment to the changes required by the Parent’s contemplated earnings restatement. To the extent required The Parent shall also prepare or cause to be signed by HSE prepared and the Buying Parties shall file or cause to be filed all amended Tax Returns of the Company, each Partnership Return due after Acquired Entities for all Pre-Closing Periods ending on or before the Closing Date to the extent such amended Tax Returns conform the Income Tax treatment to the treatment of items changed by the Parent’s contemplated earnings restatement. The Parent shall be submitted provide to HSE the Buying Parties for HSE’s review and comment each such Tax Return described in this Section 8.3(a) at least thirty fifteen (3015) days prior to the due date of such Partnership Return. Transferors shall consider in good faith any comments made by HSE to for filing such Tax Returns. HSE shall cause Return (or, if required to be filed within fifteen (15) days of the Company to file all Partnership Returns prepared by Transferors and timely delivered by HSE in accordance with this Section 5.11(b)(iClosing Date, as soon as reasonably practicable following the Closing). (iib) HSE The Buying Parties shall prepare or cause the Company to prepare be prepared and timely file or cause to be filed all Tax Returns for the Acquired Entities for all (i) Straddle Periods (but not including any Tax Return for such period filed as part of the Company a Group), and (other than the Partnership Returnsii) due taxable years beginning after the Closing Date (the “HSE Prepared Returns”)Date. To the extent that a HSE Prepared Return relates solely The Buying Parties shall provide to a Pre-Closing Tax Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices and accounting methods of the Company, and, to the extent applicable, the conventions provided in Section 5.11(b)(iii), unless, as reasonably determined by HSE, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of penalties, in which case, such HSE Prepared Return shall be prepared in accordance with any good faith method determined by HSE after consulting with Transferors. If a HSE Prepared Return relates to income Taxes Parent for a Pre-Closing Tax Period or shows an Indemnified Tax, HSE shall submit such HSE Prepared Return to Transferors for Transferors’ review and comment each Tax Return described in clause (i) of this Section 8.3(b) at least thirty fifteen (3015) days prior to the due date of for filing such HSE Prepared Return. HSE shall incorporate any reasonable comments made by Transferors in the final Tax Return prior (or, if required to filing. No failure or delay of HSE in providing HSE Prepared Returns for Transferors to review shall reduce or otherwise affect the obligations or liabilities of Transferors pursuant to this Agreement other than to the extent any Transferor is prejudiced by such failure or delay. be filed within fifteen (iii15) Transferors and HSE agree with respect to certain Tax matters as follows: (A) to the extent permissible under applicable Laws, to elect to have each Tax year of the Company that includes the Closing Date end as of the end days of the Closing Date; , as soon as reasonably practicable following the Closing). Parent shall reimburse the Buying Parties for Taxes paid in clause (Bi) to treat all interest and other earnings on above within fifteen (15) days of payment by the Transferor Escrow Amount as income Buying Parties or an Affiliate of HSE in accordance with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2); and (C) unless otherwise required by applicable Law, to treat all indemnification payments under this Agreement paid by Transferors as adjustments Buying Parties to the total consideration payable hereunder for all relevant Tax purposesextent such Taxes are subject to Parent’s obligation to indemnify the Buying Parties pursuant to Section 8.1(a).

Filing of Tax Returns. (i) Transferors, at their sole cost and expense, shall (A) prepare and timely file (or cause the each Company to prepare and timely file) all Tax Returns of the such Company due (after taking into account all appropriate extensions) on or prior to the Closing Date (the “Pre-Closing Tax Returns”); (B) prepare and timely file (or cause the Company to prepare and timely file) the IRS Form 1065 (and any comparable state and local Tax Returns) of the Company for any Tax period ending on or prior to the Closing Date (the “Partnership Returns,” and collectively with the Pre-Closing Tax Returns, the “Transferor Prepared Tax Returns”) and (C) timely pay (or cause the each Company to timely pay) all Taxes that are shown as payable with respect to TransferorPre-Prepared Closing Tax Returns. All Transferor Prepared Pre-Closing Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the such Company and, to the extent applicable, the conventions provided for in accordance with Section 5.11(b)(iii). To the extent required to be signed by HSE or the Company, each Partnership Return due after the Closing Date shall be submitted to HSE for HSE’s review and comment at least thirty (30) days prior to the due date of such Partnership Return. Transferors shall consider in good faith any comments made by HSE to such Tax Returns. HSE shall cause the Company to file all Partnership Returns prepared by Transferors and timely delivered by HSE in accordance with this Section 5.11(b)(i). (ii) HSE shall cause the each Company to prepare and timely file all Tax Returns of the such Company (other than the Partnership Returns) due after the Closing Date (the “HSE Prepared Returns”). To the extent that a HSE Prepared Return relates solely to a Pre-Closing Tax Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices and accounting methods of the such Company, and, to the extent applicable, the conventions provided in Section 5.11(b)(iii), unless, as reasonably determined by HSE, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of penalties, in which case, such HSE Prepared Return shall be prepared in accordance with any good faith method determined by HSE after consulting with Transferors. If a HSE Prepared Return relates to income Taxes for a Pre-Closing Tax Period or shows an Indemnified Tax, HSE shall submit such HSE Prepared Return to Transferors for Transferors’ review and comment at least thirty (30) days prior to the due date of such HSE Prepared Return. HSE shall incorporate any reasonable comments made by Transferors in the final Tax Return prior to filing. No failure or delay of HSE in providing HSE Prepared Returns for Transferors to review shall reduce or otherwise affect the obligations or liabilities of Transferors pursuant to this Agreement other than to the extent any Transferor is prejudiced by such failure or delay. (iii) Transferors Transferors, HST and HSE agree with respect to certain Tax matters as follows: (A) to the extent permissible under applicable Laws, to elect to have each Tax year of the each Company that includes the Closing Date end as of the end of the Closing Date; (B) to treat all interest and other earnings on the Transferor Escrow Amount as income of HSE and HST in accordance with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2); and (C) unless otherwise required by applicable Law, to treat all indemnification payments under this Agreement paid by Transferors as adjustments to the total consideration payable hereunder for all relevant Tax purposes.

Filing of Tax Returns. (i) Transferors, at their sole cost and expense, Seller shall (A) prepare and timely file, or cause to be prepared and timely filed, all Consolidated Returns that include the Company, regardless of when such Tax Returns are required to be filed. (ii) Seller shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for the Company for taxable periods that end on or before the Closing Date and that are required to be filed prior to the Closing Date (taking into account any extensions) other than Tax Returns described in Section 8.2(a)(i). (iii) From and after the Closing, Buyer shall cause the Company to provide Seller and its Affiliates in a timely fashion in accordance with past practice all filing information relating to the Company necessary for the preparation and filing of the Consolidated Returns. (b) Buyer shall prepare and timely file, or cause to be prepared and timely filed, Tax Returns for the Company for taxable periods that end on or before the Closing Date that are not described in Section 8.2(a) and for any Straddle Period. Such Tax Returns shall be prepared in a manner consistent with the positions taken, and with accounting methods used, on the Tax Returns filed by or with respect to the Company prior to the date on which the Closing occurs, unless otherwise required by Applicable Law or agreed by Seller and Buyer. Buyer shall deliver any such Tax Return to Seller for Seller’s review at least 30 days (or, in the case of premium tax returns, 10 days) prior to the date such Tax Return is required to be filed and shall accept all reasonable comments of Seller consistent with Applicable Law in respect of such Tax Returns. To the extent consistent with Applicable Law, Buyer shall, or shall cause the Company to, file all Tax Returns for any Straddle Period on the basis that the relevant Tax period ended as of the Closing Date, unless the relevant Tax authority will not accept a Tax Return filed on that basis. (c) Buyer shall prepare and timely file, or cause the Company to prepare and timely file) , all Tax Returns of the Company due (after taking into account all appropriate extensions) on required to be filed by or prior with respect to the Closing Date (the “Pre-Closing Tax Returns”); (B) prepare and timely file (or cause the Company to prepare and timely file) the IRS Form 1065 (and any comparable state and local Tax Returns) of the Company for any Tax period ending on or prior to beginning after the Closing Date Date. (the “Partnership Returns,” and collectively with the Pre-Closing Tax Returns, the “Transferor Prepared Tax Returns”d) and (C) timely pay (or cause the Company to timely pay) all Taxes that are shown as payable with respect to Transferor-Prepared Returns. All Transferor Prepared Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the Company and, Except to the extent applicableotherwise required by Applicable Law, Buyer shall not, and shall not permit any of its Affiliates to, without the conventions provided for in accordance with Section 5.11(b)(iii). To the extent required to prior written consent of Seller, which consent may not be signed by HSE unreasonably withheld, conditioned or the Companydelayed, each Partnership Return due after the Closing Date shall be submitted to HSE for HSE’s review and comment at least thirty (30) days prior to the due date of such Partnership Return. Transferors shall consider in good faith amend any comments made by HSE to such Tax Returns. HSE shall cause the Company to file all Partnership Returns prepared by Transferors and timely delivered by HSE in accordance with this Section 5.11(b)(i). (ii) HSE shall cause the Company to prepare and timely file all Tax Returns of the Company (other than the Partnership Returns) due after the Closing Date (the “HSE Prepared Returns”). To the extent that a HSE Prepared Return relates solely relating in whole or in part to a Pre-Closing Tax Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices and accounting methods of the Company, and, to the extent applicable, the conventions provided in Section 5.11(b)(iii), unless, as reasonably determined by HSE, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of penalties, in which case, such HSE Prepared Return shall be prepared in accordance with any good faith method determined by HSE after consulting with Transferors. If a HSE Prepared Return relates to income Taxes for a Pre-Closing Tax Period or shows an Indemnified Tax, HSE shall submit such HSE Prepared Return to Transferors for Transferors’ review and comment at least thirty (30) days prior to the due date of such HSE Prepared Return. HSE shall incorporate any reasonable comments made by Transferors in the final Tax Return prior to filing. No failure or delay of HSE in providing HSE Prepared Returns for Transferors to review shall reduce or otherwise affect the obligations or liabilities of Transferors pursuant to this Agreement other than to the extent any Transferor is prejudiced by such failure or delay. (iii) Transferors and HSE agree with respect to certain Tax matters as follows: (A) to the extent permissible under applicable Laws, to elect to have each Tax year of the Company that includes the Closing Date end as of the end of the Closing Date; (B) to treat all interest and other earnings on the Transferor Escrow Amount as income of HSE in accordance with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2); and (C) unless otherwise required by applicable Law, to treat all indemnification payments under this Agreement paid by Transferors as adjustments to the total consideration payable hereunder for all relevant Tax purposes.

Filing of Tax Returns. On or prior to the Closing Date, Sellers shall prepare (ior cause to be prepared) Transferors, at their sole cost and expense, shall (A) prepare and timely file (or cause the Company to prepare and be timely filefiled) all Tax Returns with respect to Crude JV or the assets of the Company Crude JV that are due (after taking into account all appropriate extensions) on or prior to before the Closing Date and Sellers shall pay (or cause to be paid) all Taxes shown due thereon. For the “Pre-avoidance of doubt, each Seller shall be responsible for 50% of any penalties assessed against Crude JV resulting from or arising out of the matters disclosed in Section 4.6 of the Disclosure Letter, provided, that any failure by a Seller to perform the foregoing covenant shall be treated as a Claim under and subject to Section 10.3(d). After the Closing Tax Returns”); Date, Buyer shall prepare (Bor cause to be prepared) prepare and timely file (or cause to be timely filed) all Tax Returns with respect to Crude JV that are due after the Company Closing Date, and (i) each Seller shall pay or cause to prepare and timely file) be paid 50% of all Taxes shown due thereon that are attributable to Crude JV or the IRS Form 1065 (and any comparable state and local Tax Returns) assets of the Company for any Tax period ending on or Crude JV prior to the Closing Date except to the extent any such Taxes (A) are reflected as a Current Liability in the “Partnership Returns,” calculation of Net Working Capital or (B) are included in the calculation of the amount paid to any counterparty under any Hydrocarbon Purchase Contract such that the proceeds to be paid to such counterparty are reduced by the amount of such Taxes and collectively (ii) Buyer shall pay or cause to be paid all other Taxes shown due thereon that are attributable to Crude JV or the assets of Crude JV from the Closing Date on. For purposes of the preceding sentence, (x) all real property Taxes, ad valorem Taxes, personal property Taxes and similar obligations attributable to Crude JV or Crude JV’s assets shall be apportioned as of the Closing Date between Sellers and Buyer, pro rata per day, with the Pre-portion of such Taxes attributable to the period immediately prior to the Closing Tax ReturnsDate being allocated to Sellers, and the “Transferor Prepared Tax Returns”) portion of such Taxes attributable to the period from the Closing Date onward being allocated to Buyer, and (Cy) timely pay (any Taxes attributable to Crude JV or cause the Company to timely pay) all Taxes Crude JV’s assets that are shown as payable based upon or measured by production or movement of hydrocarbons including production, excise Taxes, utility fees and Taxes with respect to Transferor-Prepared Returnsthe ongoing business of Crude JV or Crude JV’s assets shall be apportioned as of the Closing Date between Sellers and Buyer, with the portion of such Taxes attributable to the period ending immediately prior to the Closing Date being allocated to Sellers and the portion of such Taxes attributable to the period from the Closing Date onward being allocated to Buyer, provided that any such Taxes attributable to Hydrocarbons purchased by Crude JV shall be attributable to the period during which such Hydrocarbons were purchased by Crude JV (and subject to clause (i)(B) above). All Transferor Prepared such Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the Company and, to the extent applicable, the conventions provided for in accordance with Section 5.11(b)(iii). To the extent required to be signed by HSE or the Company, each Partnership Return due after the Closing Date shall be submitted to HSE for HSE’s review and comment at least thirty (30) days prior to the due date of such Partnership Return. Transferors shall consider in good faith any comments made by HSE to such Tax Returns. HSE shall cause the Company to file all Partnership Returns prepared by Transferors and timely delivered by HSE in accordance with this Section 5.11(b)(i). (ii) HSE shall cause the Company to prepare and timely file all Tax Returns of the Company (other than the Partnership Returns) due after the Closing Date (the “HSE Prepared Returns”). To the extent that a HSE Prepared Return relates solely to a Pre-Closing Tax Period, such Tax Return shall be prepared on a basis manner consistent with existing procedures and practices and accounting methods of the Company, and, to the extent applicable, the conventions provided in Section 5.11(b)(iii), unless, as reasonably determined by HSE, such procedure, past practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of penalties, in which case, such HSE Prepared Return shall be prepared in accordance with any good faith method determined by HSE after consulting with Transferors. If a HSE Prepared Return relates to income Taxes for a Pre-Closing Tax Period or shows an Indemnified Tax, HSE shall submit such HSE Prepared Return to Transferors for Transferors’ review and comment at least thirty (30) days prior to the due date of such HSE Prepared Return. HSE shall incorporate any reasonable comments made by Transferors in the final Tax Return prior to filing. No failure or delay of HSE in providing HSE Prepared Returns for Transferors to review shall reduce or otherwise affect the obligations or liabilities of Transferors pursuant to this Agreement other than to the extent any Transferor is prejudiced by such failure or delay. (iii) Transferors and HSE agree with respect to certain Tax matters except as follows: (A) to the extent permissible under applicable Laws, to elect to have each Tax year of the Company that includes the Closing Date end as of the end of the Closing Date; (B) to treat all interest and other earnings on the Transferor Escrow Amount as income of HSE in accordance with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2); and (C) unless otherwise required by applicable Law, Regulation or Order. If Buyer should pay any Taxes attributable to treat all indemnification payments under this Agreement paid by Transferors as adjustments Sellers, Sellers shall promptly reimburse Buyer for such Taxes within fifteen (15) days after receipt of a written request for reimbursement from Buyer and if Sellers should pay any Taxes attributable to the total consideration payable hereunder Buyer, Buyer shall promptly reimburse Sellers for all relevant Tax purposessuch Taxes within fifteen (15) days after receipt of a written request for reimbursement from Sellers.

Filing of Tax Returns. (i) Transferors, at their sole cost and expense, Stockholder shall (A) prepare and timely file or --------------------- cause to be timely filed when due (or cause the Company to prepare and timely filetaking into account all extensions properly obtained) all Tax Returns of that are required to be filed by or with respect to the Company due (after taking into account all appropriate extensions) on or prior to the Closing Date (the “Pre-Closing Tax Returns”); (B) prepare and timely file (Stockholder shall remit or cause the Company to prepare and timely file) the IRS Form 1065 (and be remitted any comparable state and local Tax Returns) Taxes due in respect of the Company for any Tax period ending on or prior to the Closing Date (the “Partnership Returns,” and collectively with the Pre-Closing such Tax Returns, the “Transferor Prepared Tax Returns”) and (C) Buyer shall timely pay (file or cause the Company to be timely payfiled when due (taking into account all extensions properly obtained) all Taxes Tax Returns that are shown as payable required to be filed by or with respect to Transferor-Prepared Returns. All Transferor Prepared Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the Company and, to the extent applicable, the conventions provided for in accordance with Section 5.11(b)(iii). To the extent required to be signed by HSE or the Company, each Partnership Return due after the Closing Date and Buyer shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. Any Tax Return required to be filed by Buyer pursuant to this Section 11.2 relating in ------------ whole or in part to Taxes for which Stockholder is liable pursuant to Section ------- 11.1 shall be submitted to HSE Stockholder for HSE’s review and comment at least thirty (30) Stockholder's approval not later than ---- 30 days prior to the due date for the filing of such Partnership Tax Return. Transferors Stockholder or Buyer shall consider in good faith pay the other party for the Taxes for which Stockholder or Buyer, respectively, is liable pursuant to Section 11.1 but which are payable with any comments made Tax Return to be ------------ filed by HSE the other party pursuant to such Tax Returns. HSE shall cause the Company to file all Partnership Returns prepared by Transferors and timely delivered by HSE in accordance with this Section 5.11(b)(i). (ii) HSE shall cause 11.2 upon the Company to prepare and timely file all Tax Returns written request ------------- of the Company (other than party entitled to payment, setting forth in detail the Partnership Returns) due after the Closing Date (the “HSE Prepared Returns”). To the extent that a HSE Prepared Return relates solely to a Pre-Closing Tax Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices and accounting methods computation of the Company, and, to the extent applicable, the conventions provided in Section 5.11(b)(iii), unlessamount owed by Stockholder or Buyer, as reasonably determined by HSEthe case may be, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of penalties, but in which case, such HSE Prepared Return shall be prepared in accordance with any good faith method determined by HSE after consulting with Transferors. If a HSE Prepared Return relates to income Taxes for a Pre-Closing Tax Period or shows an Indemnified Tax, HSE shall submit such HSE Prepared Return to Transferors for Transferors’ review and comment at least thirty (30) no event later than 10 days prior to the due date for the filing of such HSE Prepared Tax Return. HSE shall incorporate any reasonable comments made by Transferors in the final All Tax Return prior Returns which Stockholder is required to filing. No failure file or delay of HSE in providing HSE Prepared Returns for Transferors cause to review shall reduce or otherwise affect the obligations or liabilities of Transferors pursuant to this Agreement other than to the extent any Transferor is prejudiced by such failure or delay. (iii) Transferors and HSE agree with respect to certain Tax matters as follows: (A) to the extent permissible under applicable Laws, to elect to have each Tax year of the Company that includes the Closing Date end as of the end of the Closing Date; (B) to treat all interest and other earnings on the Transferor Escrow Amount as income of HSE be filed in accordance with this Section 11.2 shall be prepared and filed in a manner consistent with ------------ past practice and, on such Tax Returns, no position shall be taken, elections made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including, but not limited to, positions which would have the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Stockholder are liable); and (C) unless otherwise required by applicable Law, to treat all indemnification payments under this Agreement paid by Transferors as adjustments to the total consideration payable hereunder for all relevant Tax purposes.

Filing of Tax Returns. (i) TransferorsSellers shall prepare or cause to be prepared, at their sole cost and own expense, shall (A) prepare the federal and timely file (or cause the Company to prepare and timely file) all California income Tax Returns of for the Company due (after taking into account all appropriate extensions) Pre-Closing Tax Period that ends on or prior to the Closing Date (the “Final Pre-Closing Tax Returns”); (B) prepare and timely file (or cause the Company to prepare and timely file) the IRS Form 1065 (and any comparable state and local Tax Returns) of the Company for any Tax period ending on or prior to the Closing Date (the “Partnership Returns,” and collectively with the . The Final Pre-Closing Tax Returns, the “Transferor Prepared Tax Returns”) and (C) timely pay (or cause the Company to timely pay) all Taxes that are shown as payable with respect to Transferor-Prepared Returns. All Transferor Prepared Returns shall be prepared in accordance consistent with existing proceduresthe Company’s past practice, practices, and accounting methods of the Company and, except as otherwise required by applicable law. At least 20 days prior to the extent applicabledue date for any such Final Pre-Closing Return, the conventions provided Sellers shall submit a copy of each such Final Pre-Closing Return to Buyer for in accordance with Section 5.11(b)(iii)its review, comment and approval, which approval shall not be unreasonably withheld, delayed or conditioned. To the extent required Sellers shall make such changes as reasonably requested by Buyer. (ii) Sellers shall deliver a copy of each such Final Pre-Closing Return to be signed by HSE or the Company, each Partnership Return due after the Closing Date shall be submitted to HSE for HSE’s review and comment Buyer at least thirty (30) five days prior to the due date of such Partnership Return. Transferors Return (including extensions), and Buyer shall consider in good faith any comments made by HSE to such Tax Returns. HSE shall cause the Company to file all Partnership Returns prepared by Transferors execute and timely delivered by HSE in accordance file (or cause to be timely filed) such Final Pre-Closing Return with this Section 5.11(b)(i)the appropriate Tax authority and pay all Taxes shown as due thereon. (iiiii) HSE Buyer shall promptly (but in no event later than 90 days following the Closing Date) cause the Company to prepare and timely file all provide to Sellers a package of Tax Returns information materials, which shall be completed in accordance with the past practice of the Company as to providing the information, schedules and work papers and as to the method of computation of taxable income or other relevant measure of income of the Company in order to enable Sellers to prepare the Final Pre-Closing Returns. (other than iv) Except as otherwise provided in this Section 9.6(a), Buyer shall prepare and file, or cause to be prepared and filed, at its own expense, all Returns required to be filed by the Partnership Returns) due Company after the Closing Date (the “HSE Prepared Returns”). To the extent that a HSE Prepared Return relates solely with respect to a Pre-Closing Tax Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices and accounting methods of the Company, and, to the extent applicable, the conventions provided in Section 5.11(b)(iii), unless, as reasonably determined by HSE, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of penalties, in which case, such HSE Prepared Return shall be prepared in accordance with any good faith method determined by HSE after consulting with Transferors. If a HSE Prepared Return relates to income Taxes for a Pre-Closing Tax Period or shows an Indemnified Tax, HSE Straddle Tax Period. Such Returns shall submit such HSE Prepared Return to Transferors for Transferors’ review and comment at least thirty (30) days prior to the due date of such HSE Prepared Return. HSE shall incorporate any reasonable comments made by Transferors in the final Tax Return prior to filing. No failure or delay of HSE in providing HSE Prepared Returns for Transferors to review shall reduce or otherwise affect the obligations or liabilities of Transferors pursuant to this Agreement other than to the extent any Transferor is prejudiced by such failure or delay. (iii) Transferors and HSE agree with respect to certain Tax matters as follows: (A) to the extent permissible under applicable Laws, to elect to have each Tax year of the Company that includes the Closing Date end as of the end of the Closing Date; (B) to treat all interest and other earnings on the Transferor Escrow Amount as income of HSE in accordance be prepared consistent with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2); and (C) unless Company’s past practice, except as otherwise required by applicable Lawlaw. At least 20 days prior to filing any such Return, Buyer shall submit a copy of such Return to treat all indemnification payments under each Seller for review, comment and approval, which approval shall not be unreasonably withheld or delayed. Buyer shall make such changes as reasonably requested by any Seller. (v) Buyer and Sellers shall act in good faith to resolve any dispute with respect to any Tax Claim or Return described in this Agreement paid Section 9.6. If Buyer and Sellers cannot resolve any disputed item, the item in question shall be resolved by Transferors the Independent Auditors, as adjustments promptly as practicable, whose determination shall be final and conclusive for purposes of this Section 9.6. The fees and expenses of the Independent Auditors shall be borne by Buyer and Sellers in inverse proportion to the total consideration payable hereunder for all relevant Tax purposesamount of disputed items determined in their favor. As among Sellers, amounts charged to Sellers shall be allocated in the proportion in which they own the Shares as set forth on Exhibit A hereto.

Filing of Tax Returns. (ia) Transferors, at their sole cost Purchaser shall prepare or cause to be prepared and expense, Seller shall (A) prepare and timely file (or cause the Company to prepare and be timely file) all filed Seller’s Tax Returns of the Company due (after taking into account all appropriate extensions) on or prior to the Closing Date (the “for any Pre-Closing Tax Returns”); (B) prepare and timely file (or cause the Company to prepare and timely file) the IRS Form 1065 (and any comparable state and local Tax Returns) of the Company for any Tax period ending on or prior to the Closing Date (the “Partnership Returns,” and collectively with the Pre-Closing Tax Returns, the “Transferor Prepared Tax Returns”) and (C) timely pay (or cause the Company to timely pay) all Taxes that are shown as payable with respect to Transferor-Prepared Returns. All Transferor Prepared Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the Company and, to the extent applicable, the conventions provided for in accordance with Section 5.11(b)(iii). To the extent required to be signed by HSE or the Company, each Partnership Return due after the Closing Date shall be submitted to HSE for HSE’s review and comment at least thirty (30) days prior to the due date of such Partnership Return. Transferors shall consider in good faith any comments made by HSE to such Tax Returns. HSE shall cause the Company to file all Partnership Returns prepared by Transferors and timely delivered by HSE in accordance with this Section 5.11(b)(i). (ii) HSE shall cause the Company to prepare and timely file all Tax Returns of the Company Period (other than the Partnership Returnsa Straddle Period Return) due after the Closing Date Date. Seller shall prepare or cause to be prepared and timely file or cause to be filed timely its Tax Returns for any Post-Closing Tax Period that are required to be filed. (b) Seller’s Tax Returns for any Straddle Period shall be prepared in a manner consistent with prior practice. Seller will allow Purchaser (i) an opportunity to review and comment upon any Tax Return for any Straddle Period (including any amended Tax Return for any Straddle Period) with respect to any item that may result in an indemnity payment pursuant to Section 8.02(a) or which could reasonably be anticipated to have a Material Adverse Effect on a Post-Closing Tax Period with respect to the “HSE Prepared Returns”). To Business and the extent Assets (ii) with respect to Seller’s 2003 and 2004 corporate income Tax Return, to determine whether to elect to file such corporate income Tax Return on the basis of the fiscal unity regime as applicable in 2002, and (iii) an opportunity to review any Seller Tax Return which includes a net loss that a HSE Prepared Return relates solely would be carried back to a Pre-Closing Tax PeriodPeriod and result in a refund described in Section 2.01(b)(ii)(E). If Purchaser reasonably objects to the treatment of any such item, Purchaser shall, as promptly as practicable, notify Seller in writing that it so objects, specifying with particularity any such Tax Return item and stating the specific factual or legal basis for any such objection. If any such notice of objection is delivered, Seller and Purchaser shall negotiate in good faith to resolve their disagreement. If Seller and Purchaser have not resolved their disagreement within five Business Days after receipt by Seller of such notice, they shall refer the matter for resolution to independent accountants, the decision of which shall be prepared binding on a basis consistent with existing procedures Seller and practices Purchaser. The costs, fees and accounting methods expenses of the Company, and, to the extent applicable, the conventions provided in Section 5.11(b)(iii), unless, as reasonably determined by HSE, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of penalties, in which case, such HSE Prepared Return independent accountants shall be prepared in accordance with any good faith method determined borne by HSE after consulting with Transferors(1) Seller if the net resolution of the disputed items favors Purchaser, (2) Purchaser if the net resolution of the disputed items favor Seller, and (3) otherwise equally by Purchaser and Seller. If a HSE Prepared Return relates to income Taxes for a Pre-Closing Tax Period or shows an Indemnified Tax, HSE shall submit such HSE Prepared Return to Transferors for Transferors’ review and comment at least thirty (30) days prior to the due date of such HSE Prepared Return. HSE shall incorporate any reasonable comments made by Transferors in the final Tax Return prior for any Straddle Period is required to filing. No failure or delay of HSE in providing HSE Prepared Returns for Transferors be filed before the independent accountants are unable to review shall reduce or otherwise affect the obligations or liabilities of Transferors pursuant to this Agreement other than to the extent any Transferor is prejudiced by such failure or delay. (iii) Transferors and HSE agree make a determination with respect to certain any disputed item, then, notwithstanding the filing of such Tax matters as follows: (A) Return, the independent accountants shall make a determination with respect to the extent permissible under applicable Laws, any disputed issue and appropriate adjustments shall be made to elect to have each Tax year of the Company that includes the Closing Date end as of the end of the Closing Date; (B) to treat all interest and other earnings on the Transferor Escrow Amount as income of HSE in accordance with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2); and (C) unless otherwise required by applicable Law, to treat all indemnification payments under this Agreement paid by Transferors as adjustments to the total consideration payable hereunder for all relevant Tax purposesreflect such determination not later than five Business Days after such decision has been rendered.

Filing of Tax Returns. (i) Transferors, at their sole cost Seller and expense, Buyer shall (A) prepare and timely file (or cause the Company to prepare and timely file) all Tax Returns of the Company due (after taking into account all appropriate extensions) on or prior Acquired Companies, to the Closing Date (the “Pre-Closing Tax Returns”); (B) prepare and timely file (or cause the Company extent permitted by law, to prepare and timely file) the IRS Form 1065 (and any comparable state and local Tax Returns) of the Company join, for any Tax period all taxable periods ending on or prior to the Closing Date Date, in (a) the “Partnership Returns,” and collectively with consolidated Federal income tax returns of the Pre-Closing Tax Returns, Affiliated Group of which Seller is the “Transferor Prepared Tax Returns”) common parent and (Cb) timely pay (the combined, consolidated or cause the Company to timely pay) all Taxes that are shown as payable unitary Tax Returns for State, local and foreign income taxes with respect to Transferor-Prepared Returns. All Transferor Prepared Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of which any Acquired Company (i) filed such a Tax Return for the Company and, most recent taxable period for which such a Tax Return has been filed prior to the extent applicableClosing Date and may file such a Tax Return for subsequent taxable periods or (ii) is required to file such a Tax Return. Seller shall file, the conventions provided for in accordance with Section 5.11(b)(iii). To the extent or cause to be filed, all other Company Returns required to be signed by HSE filed on or the Company, each Partnership Return due after before the Closing Date Date. Seller shall be submitted permit Buyer to HSE for HSE’s review and comment at least thirty (30) days on, prior to filing, any Federal or State Tax Return which includes the operations of the Acquired Companies for any period prior to the due date Closing Date. Neither Seller nor any of such Partnership Return. Transferors shall consider in good faith its Affiliates will make any comments made by HSE election to such Tax Returns. HSE shall cause the Company to file all Partnership Returns prepared by Transferors and timely delivered by HSE in accordance with this Section 5.11(b)(i). (ii) HSE shall cause the Company to prepare and timely file all Tax Returns retain losses from operations, net operating losses or capital loss carryovers of the Company (other than the Partnership Returns) due after the Closing Date (the “HSE Prepared Returns”). To the extent that a HSE Prepared Return relates solely to a Pre-Closing Tax Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices and accounting methods of the Company, and, Acquired Companies pursuant to the extent applicable, the conventions provided in Section 5.11(b)(iii), unless, as reasonably determined by HSE, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of penalties, in which case, such HSE Prepared Return shall be prepared in accordance with any good faith method determined by HSE after consulting with Transferors. If a HSE Prepared Return relates to income Taxes for a Pre-Closing Tax Period or shows an Indemnified Tax, HSE shall submit such HSE Prepared Return to Transferors for Transferors’ review and comment at least thirty (30) days prior to the due date of such HSE Prepared Return. HSE shall incorporate any reasonable comments made by Transferors in the final Tax Return prior to filing. No failure or delay of HSE in providing HSE Prepared Returns for Transferors to review shall reduce or otherwise affect the obligations or liabilities of Transferors pursuant to this Agreement other than to the extent any Transferor is prejudiced by such failure or delay. (iii) Transferors and HSE agree with respect to certain Tax matters as follows: (A) to the extent permissible under applicable Laws, to elect to have each Tax year of the Company that includes the Closing Date end as of the end of the Closing Date; (B) to treat all interest and other earnings on the Transferor Escrow Amount as income of HSE in accordance with the transition rule procedure set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2); and Regulations section 1.1502-20(g) or any similar or successor provision of Federal, State or local law. From and after the date hereof, Seller shall not, and shall not permit any of its Affiliates to, amend any Company Return previously filed, which includes information relating to one or more of the Acquired Companies, unless prior written notice thereof has been delivered to Buyer. Any such amended Federal or State Company Return shall not be filed without the express written consent of Buyer if the amendment reports an increase in Tax, taking into account all interest, penalties and additions to Tax (C) unless otherwise required by applicable LawSeller, to treat all indemnification payments under this Agreement paid by Transferors as adjustments to at the total consideration payable hereunder for all relevant Tax purposes.time of filing

Filing of Tax Returns. 6.1 Subject to paragraph 6.4, the Sellers (ior their duly authorised agents) Transferors, shall at their sole cost and own expense, shall (A) as soon as reasonably practicable after Completion, prepare and timely file (or cause the Company to prepare and timely file) all Tax Returns of the Company due (after taking into account all appropriate extensions) Company's corporation tax returns for accounting periods ended on or prior to Completion ("Relevant Returns"). The Sellers shall submit the Closing Date (Relevant Returns in draft form to the “Pre-Closing Buyer or its duly authorised agents for comment where the Relevant Return has not been submitted to the Tax Returns”); (B) prepare and timely file (or cause the Company to prepare and timely file) the IRS Form 1065 (and any comparable state and local Tax Returns) of the Company for any Tax period ending Authority on or prior before Completion. The Buyer or its duly authorised agents shall comment within fifteen Business Days of such submission to it and the Sellers shall adopt all such comments which are reasonable in the circumstances. 6.2 Subject to paragraph 6.4, the Sellers shall, at their own expense, deal with all matters and correspondence relating to the Closing Date Relevant Returns provided that no material communication (written or otherwise) shall be sent or made to a Tax Authority without first having been approved by the “Partnership Returns,” and collectively with the Pre-Closing Tax Returns, the “Transferor Prepared Tax Returns”Buyer (such approval not to be unreasonably withheld or delayed) and (C) timely pay (the Sellers shall not unreasonably refuse to adopt or cause the Company to timely pay) all Taxes that are shown as payable with respect to Transferor-Prepared Returns. All Transferor Prepared Returns shall be prepared delay in accordance with existing procedures, practices, and accounting methods of the Company and, to the extent applicable, the conventions provided for in accordance with Section 5.11(b)(iii). To the extent required to be signed by HSE or the Company, each Partnership Return due after the Closing Date shall be submitted to HSE for HSE’s review and comment at least thirty (30) days prior to the due date of such Partnership Return. Transferors shall consider in good faith any comments made by HSE to such Tax Returns. HSE shall cause the Company to file all Partnership Returns prepared by Transferors and timely delivered by HSE in accordance with this Section 5.11(b)(i). (ii) HSE shall cause the Company to prepare and timely file all Tax Returns of the Company (other than the Partnership Returns) due after the Closing Date (the “HSE Prepared Returns”). To the extent that a HSE Prepared Return relates solely to a Pre-Closing Tax Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices and accounting methods of the Company, and, to the extent applicable, the conventions provided in Section 5.11(b)(iii), unless, as reasonably determined by HSE, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of penalties, in which case, such HSE Prepared Return shall be prepared in accordance with any good faith method determined by HSE after consulting with Transferors. If a HSE Prepared Return relates to income Taxes for a Pre-Closing Tax Period or shows an Indemnified Tax, HSE shall submit such HSE Prepared Return to Transferors for Transferors’ review and comment at least thirty (30) days prior to the due date of such HSE Prepared Return. HSE shall incorporate adopting any reasonable comments made by Transferors the Buyer in relation to such communication. 6.3 The Buyer shall procure that the Company shall provide the Sellers with such reasonable assistance as is reasonably necessary for the Relevant Returns to be prepared, and for the Sellers to deal with all matters and correspondence related thereto including affording the Sellers (or their duly authorised agents) on reasonable prior notice and within normal business hours such access to the Company's books, accounts and records as the Sellers may reasonably request and shall procure that the Company shall cause the finalised Relevant Returns to be authorised, signed and submitted to the appropriate Tax Authority. 6.4 If, in the final course of the preparation of or dealing with any matter relating to the Relevant Returns, the Sellers become aware that a Tax Return Liability may arise or have arisen which may give rise to a Tax Claim, the Sellers shall promptly notify the Buyer of that Tax Liability and from that time, the provisions of paragraph 5 and 6 (and not paragraph 7) of this part shall apply in relation to all further matters relating to that Tax Liability. 6.5 The Sellers shall, in exercising their rights under this paragraph 6, act in good faith and with reasonable expediency. 6.6 The Buyer shall procure that the Company (acting in good faith and with reasonable expediency) prepares and submits its corporation tax returns for the accounting period current at Completion (the "Current Returns”), and the Buyer shall, at least one month prior to filing. No failure submitting the Current Returns to the relevant Tax Authority, submit draft copies of them (or delay the parts of HSE in providing HSE Prepared Returns for Transferors them relevant to any Taxation Liability that may give rise to a Tax Claim) together with such information as is reasonably necessary to enable the Sellers to review the same to the Sellers and their professional advisers for their comments (such comments not to be unreasonably withheld or delayed), and the Buyer shall reduce not unreasonably refuse to incorporate any such comments before sending or otherwise affect transmitting such computations and returns to the obligations or liabilities of Transferors pursuant to this Agreement other than Tax Authority to the extent any Transferor is prejudiced by that such failure comments relate to matters which could potentially give rise to a liability for the Sellers under a Tax Claim or delaya claim under the Option Indemnity. (iii) Transferors and HSE agree with respect to certain Tax matters as follows: (A) to the extent permissible under applicable Laws, to elect to have each Tax year of the Company that includes the Closing Date end as of the end of the Closing Date; (B) to treat all interest and other earnings on the Transferor Escrow Amount as income of HSE in accordance with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2); and (C) unless otherwise required by applicable Law, to treat all indemnification payments under this Agreement paid by Transferors as adjustments to the total consideration payable hereunder for all relevant Tax purposes.

Filing of Tax Returns. (i) Transferors, at their sole cost and expense, AIC shall (A) prepare and timely file (or cause the Company to prepare and timely file, or cause to be prepared and timely filed, at its sole cost, all Consolidated Returns that include the Companies, regardless of when such Tax Returns are required to be filed. (ii) AIC shall prepare and timely file, or cause to be prepared and timely filed, at its sole cost, all Tax Returns of for the Company due (after taking into account all appropriate extensions) Companies for taxable periods that end on or before the Closing Date and that are required to be filed prior to the Closing Date (the “Pre-Closing taking into account any extensions) other than Tax Returns”Returns described in Section 8.2(a)(i); (B) prepare and timely file (or cause the Company to prepare and timely file) the IRS Form 1065 (and any comparable state and local . Such Tax Returns) of the Company for any Tax period ending on or prior to the Closing Date (the “Partnership Returns,” and collectively with the Pre-Closing Tax Returns, the “Transferor Prepared Tax Returns”) and (C) timely pay (or cause the Company to timely pay) all Taxes that are shown as payable with respect to Transferor-Prepared Returns. All Transferor Prepared Returns shall be prepared in accordance a manner consistent with existing procedures, practicesthe positions taken, and with accounting methods of used, on the Company and, Tax Returns filed by or with respect to the extent applicableCompanies prior to the date hereof, unless otherwise required by Applicable Law or agreed to by AIC and Buyer. (iii) From and after the conventions provided for Closing, Buyer shall cause the Companies to provide AIC and its Affiliates in a timely fashion in accordance with Section 5.11(b)(iii). To past practice all filing information relating to the extent required Companies in the Companies’ possession that is reasonably necessary for the preparation and filing of the Consolidated Returns. (b) AIC shall prepare, or cause to be signed by HSE prepared, at its sole cost, Tax Returns for the Companies for taxable periods that end on or the Company, each Partnership Return due after before the Closing Date that are not described in Section 8.2(a) and any Form 945 for the Companies for the Straddle Period (collectively “Seller Tax Returns”), and Buyer shall timely file such Seller Tax Returns. Such Seller Tax Returns shall be submitted prepared in a manner consistent with the positions taken, and with accounting methods used, on the Tax Returns filed by or with respect to HSE the Companies prior to the date on which the Closing occurs, unless otherwise required by Applicable Law or agreed by AIC and Buyer. AIC shall deliver any such Seller Tax Return to Buyer for HSEBuyer’s review and comment consent, not to be unreasonably withheld, conditioned or delayed, at least thirty (30) days (or, in the case of Form 945, fifteen (15) days) prior to the due date of such Partnership Return. Transferors shall consider in good faith any comments made by HSE to such Tax Returns. HSE shall cause the Company to file all Partnership Returns prepared by Transferors and timely delivered by HSE in accordance with this Section 5.11(b)(i). (ii) HSE shall cause the Company to prepare and timely file all Tax Returns of the Company (other than the Partnership Returns) due after the Closing Date (the “HSE Prepared Returns”). To the extent that a HSE Prepared Return relates solely to a Pre-Closing Tax Period, such Tax Return is required to be filed. Buyer shall prepare, or cause to be prepared on a basis consistent with existing procedures prepared, at its sole cost, Tax Returns for the Companies for any Straddle Period and practices and accounting methods of the Company, and, to the extent applicable, the conventions provided in Section 5.11(b)(iiishall timely file such Tax Return (taking into account applicable extensions), unless, as reasonably determined by HSE, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of penalties, in which case, such HSE Prepared Return . Such Tax Returns shall be prepared in accordance a manner consistent with the positions taken, and with accounting methods used, on the Tax Returns filed by or with respect to the Companies prior to the date on which the Closing occurs, unless otherwise required by Applicable Law or agreed by AIC and Buyer. With respect to any good faith method determined by HSE after consulting with Transferors. If a HSE Prepared Return relates to income Taxes for a Pre-Closing such Tax Period or shows an Indemnified TaxReturns, HSE Buyer shall submit deliver any such HSE Prepared Tax Return to Transferors AIC for Transferors’ AIC’s review and comment approval at least thirty (30) days (or, in the case of premium tax returns, fifteen (15) days) prior to the due date of such HSE Prepared Return. HSE shall incorporate any reasonable comments made by Transferors in the final Tax Return prior is required to filing. No failure be filed, such approval not to be unreasonably withheld, conditioned or delay delayed. (c) Buyer shall have the right to prepare and file all Tax Returns of HSE the Companies not otherwise described in providing HSE Prepared Returns for Transferors to review shall reduce or otherwise affect the obligations or liabilities of Transferors pursuant to this Agreement other than Section 8.2(a) and Section 8.2(b). (d) Except to the extent otherwise required by Applicable Law or as contemplated by Section 8.2(b), Buyer and AIC shall not, and shall not permit any Transferor is prejudiced by such failure of their respective Affiliates to, file or delay. (iii) Transferors and HSE agree with respect amend in a manner that would reasonably be expected to certain affect adversely the other party or any of its Affiliates any Tax matters as follows: (A) Returns relating in whole or in part to the extent permissible under applicable Laws, to elect to have each Tax year of the Company that includes a taxable period ending on or before the Closing Date end as or any Straddle Period without the prior written consent of the end of the Closing Date; (B) to treat all interest and such other earnings on the Transferor Escrow Amount as income of HSE in accordance with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2); and (C) unless otherwise required by applicable Lawparty, to treat all indemnification payments under this Agreement paid by Transferors as adjustments to the total consideration payable hereunder for all relevant Tax purposeswhich consent may not be unreasonably withheld, conditioned or delayed.

Filing of Tax Returns. (ia) TransferorsSeller will file (or cause to be filed) all Tax Returns of the Seller Group (collectively, at their sole cost and expense“Combined Tax Returns”) for all taxable periods in which any Transferred Subsidiary are included or required to be included. Seller will prepare such Combined Tax Returns in a manner consistent with past practice. (b) Except as described in Sections 6.3.(a), Buyer shall (A) prepare and timely file (or cause to be timely filed) with the Company to prepare and timely file) appropriate Taxing Authorities all Tax Returns of required to be filed by the Company due (after taking into account all appropriate extensions) on or prior Transferred Subsidiaries with respect to any taxable period beginning before the Closing Date (the “Pre-Closing Tax Returns”); (B) prepare and timely file (or cause the Company to prepare and timely file) the IRS Form 1065 (and any comparable state and local Tax Returns) of the Company for any Tax period ending on or prior to the Closing Date (the “Partnership Returns,” and collectively with the Pre-Closing Tax Returns, the “Transferor Prepared Tax Returns”) and (C) timely pay (or cause the Company to timely pay) all Taxes that are shown as payable with respect to Transferor-Prepared Returns. All Transferor Prepared Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the Company and, to the extent applicable, the conventions provided for in accordance with Section 5.11(b)(iii). To the extent required to be signed by HSE or the Company, each Partnership Return due after the Closing Date (each a “Buyer Prepared Return”). Each such Buyer Prepared Return shall be submitted prepared in a manner consistent with the prior practice of the Transferred Subsidiaries, unless otherwise required by Law. Seller shall provide Buyer promptly any and all information and documents reasonably requested by Buyer in connection with Buyer’s preparation of such Buyer Prepared Returns. No liability in respect of Tax shown on any Buyer Prepared Return shall be considered to HSE constitute a Damage subject to indemnity pursuant to Section 9.1(b) unless, before filing of such Buyer Prepared Return, Buyer shall have provided Seller with a copy of such Buyer Prepared Return for HSEreview and comment and Seller shall have approved the filing of such Buyer Prepared Return, which approval shall not be unreasonably withheld or delayed. For this purpose, Seller’s withholding of approval of a Buyer Prepared Return based upon Buyer’s failure to adopt in such Tax Return an alternative reporting position suggested by Seller in the notice of Tax Statement Dispute described in Section 6.3(c) shall be deemed reasonable if the reporting position proposed by the Seller to be reflected in such Buyer Prepared Return has a “reasonable basis” (set forth in said notice), within the meaning of Section 6662 of the Code and is not inconsistent with prior practice with respect to the Tax Returns of the relevant Transferred Subsidiary. Buyer shall make a good faith effort to provide Seller with a copy of each such Buyer Prepared Return for review and comment at least thirty (30) days prior to the required filing date (with permitted extensions) of such return (or, if required to be filed within thirty (30) days after the Closing or the end of the taxable period to which such return relates, as soon as possible following the Closing or end of such taxable period, as the case may be), accompanied by a statement (a “Pre-Closing Tax Statement”) setting forth and calculating in reasonable detail the Indemnified Taxes that are shown as due on such Tax Return. Such Pre-Closing Tax Statement shall be sufficient to allow Seller to make a reasonable determination as to the accuracy of the calculation (except for inaccuracies which would not materially and adversely affect Seller). Each Pre-Closing Tax Statement shall be considered to be a Notice of Claim within the meaning of Section 9.5(a). Buyer shall timely pay or cause to be paid the Tax shown as due on each Buyer Prepared Return, provided that such obligation shall not prevent recovery from Seller of any portion thereof which constitutes Indemnified Taxes pursuant to Section 9.1. (c) If Seller disagrees with the manner of preparation of a Buyer Prepared Return or the amount of Indemnified Taxes calculated in the Pre-Closing Tax Statement, within ten (10) days of the receipt of the Buyer Prepared Return and Pre-Closing Tax Statement, Seller shall provide to Buyer a notice of such dispute (a “Tax Statement Dispute”). If Seller does not provide a notice of Tax Statement Dispute within such 10-day period, the amount of Indemnified Tax shown therein shall be treated as a Settled Claim, and the amount claimed therein shall be paid out of the Holdback Amount as specified in Section 9.6. (d) If Seller provides Buyer with a notice of a Tax Statement Dispute, Seller shall also provide Buyer with a proposed revision of such Buyer Prepared Return, a statement setting forth and calculating in reasonable detail the Indemnified Taxes with respect to such Buyer Prepared Return, and a written explanation of the reasons for its adjustment. If Seller and Buyer, after consultation with their tax advisors, cannot reach complete agreement, the dispute shall be submitted to an arbitrator (the “Tax Arbitrator”) pursuant to the procedures described in Section 10.6, for resolution by the Tax Arbitrator no later than five (5) days prior to the required filing date of such Partnership Buyer Prepared Return. Transferors shall consider in good faith any comments made by HSE The decision of the Tax Arbitrator with respect to such dispute shall be binding upon Buyer and Seller and their Affiliates. If a Tax Returns. HSE Statement Dispute is resolved such that the Tax reported as due on the applicable Buyer Prepared Return is less than that proposed by Buyer in the applicable Pre-Closing Tax Statement, and the Final Determination of any issue that was the subject of such Tax Statement Dispute results in required payment of Indemnified Taxes, then, notwithstanding any other provision of this Agreement to the contrary, Seller’s indemnification obligation under Section 9.1(b)(i) for the portion of the resulting Indemnified Taxes which consist of penalties and interest payable in respect of the portion of the Taxes determined to have been reportable in excess of the Taxes that were initially proposed to be reported by Buyer in the Buyer Prepared Return shall cause be payable by Seller as Damages without regard to the Company limitations otherwise applicable with respect to file all Partnership Returns prepared by Transferors such Damages under Sections 9.9 and timely delivered by HSE in accordance with 9.10 of this Agreement, and the amount of such interest and penalties recoverable as Damages shall not be taken into account when applying the provisions of Section 5.11(b)(i)9.9 to indemnity obligations for other Damages . (iie) HSE shall cause the Company to prepare and timely file all Tax Returns of the Company (other than the Partnership Returns) due after the Closing Date (the “HSE Prepared Returns”). To the extent that a HSE Prepared Return relates solely to Claim for Taxes set forth in a Pre-Closing Tax PeriodStatement that has been Finally Determined within the meaning of Section 9.6, such Tax Return shall but cannot be prepared on a basis consistent with existing procedures and practices and accounting methods fully satisfied out of the CompanyHoldback Amount available at the time of such Final Determination, and, Seller shall pay to Buyer the extent applicable, unsatisfied portion of the conventions provided in Section 5.11(b)(iii), unless, as reasonably determined Finally Determined Claim for Taxes by HSE, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid wire transfer on the imposition later of penalties, in which case, such HSE Prepared Return shall be prepared in accordance with any good faith method determined by HSE after consulting with Transferors. If a HSE Prepared Return relates to income Taxes for a Pre-Closing Tax Period or shows an Indemnified Tax, HSE shall submit such HSE Prepared Return to Transferors for Transferors’ review and comment at least thirty (30a) days the third (3rd) Business Day prior to the due date for payment of such HSE Prepared Return. HSE shall incorporate any reasonable comments made by Transferors in the final Tax Return prior to filing. No failure or delay of HSE in providing HSE Prepared Returns for Transferors to review shall reduce or otherwise affect the obligations or liabilities of Transferors pursuant to this Agreement other than Taxes to the extent any Transferor is prejudiced by relevant Taxing Authority and (b) the third (3rd) Business Day after such failure or delayClaim was Finally Determined. (iii) Transferors and HSE agree with respect to certain Tax matters as follows: (A) to the extent permissible under applicable Laws, to elect to have each Tax year of the Company that includes the Closing Date end as of the end of the Closing Date; (B) to treat all interest and other earnings on the Transferor Escrow Amount as income of HSE in accordance with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2); and (C) unless otherwise required by applicable Law, to treat all indemnification payments under this Agreement paid by Transferors as adjustments to the total consideration payable hereunder for all relevant Tax purposes.

Filing of Tax Returns. (i) Transferors, at their sole cost and expense, Instrumentarium shall (A) prepare and timely file (or cause the Company to prepare and timely filebe filed) (x) all necessary Tax Returns that are required to be filed by or with respect to each Business Subsidiary for Tax years or periods ending on or before the Closing Date and (y) with respect to the Transferred Assets all necessary Tax Returns that are required to be filed by one of the Company due (after taking into account all appropriate extensions) Asset Sellers for Tax years or periods ending on or prior before the Closing Date. The Acquiror shall have the opportunity to review and comment upon Straddle Period returns filed (or caused to be filed) by Instrumentarium, which comments shall be reasonably considered by Instrumentarium. (ii) Promptly, but no later than 180 days after the Closing Date (the “Pre-Closing Tax Returns”); (B) prepare and timely file (or cause the Company to prepare and timely file) the IRS Form 1065 (and but, in any comparable state and local Tax Returns) of the Company for any Tax period ending on or prior to the Closing Date (the “Partnership Returns,” and collectively with the Pre-Closing Tax Returnsevent, the “Transferor Prepared Tax Returns”) and (C) timely pay (or cause the Company to timely pay) all Taxes that are shown as payable with respect to Transferor-Prepared Returns. All Transferor Prepared Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the Company and, to the extent applicable, the conventions provided for in accordance with Section 5.11(b)(iii). To the extent required to be signed by HSE or the Company, each Partnership Return due after the Closing Date shall be submitted to HSE for HSE’s review and comment at least thirty (30) no later than 30 days prior to the due date (without extensions) of the relevant Tax Return), the Acquiror shall provide (or cause to be provided) to Instrumentarium the information relating to the Business Subsidiaries and the Transferred Assets reasonably requested by Instrumentarium to enable Instrumentarium to file the Tax Returns required to be filed by it pursuant to Section 7.02(a)(i). The Acquiror shall prepare (or cause to be prepared) such Partnership Returninformation in a manner consistent with past practice, and Instrumentarium shall prepare such Tax Returns in a manner consistent with past practice. (b) Except as described in Section 7.02(a), the Acquiror shall file (or cause to be filed) all necessary Tax Returns with respect to the Business Subsidiaries and the Transferred Assets for all taxable periods. Transferors The Acquiror shall consider in good faith remit (or cause to be remitted) any comments made by HSE Taxes due with respect to such Tax Returns. HSE shall cause the Company With respect to file all Partnership Returns prepared by Transferors and timely delivered by HSE in accordance with this Section 5.11(b)(i). (ii) HSE shall cause the Company to prepare and timely file all Tax Returns of to be filed by the Company (other than the Partnership Returns) due after Acquiror that relate to taxable years or periods including the Closing Date (the “HSE Prepared Returns”). To the extent that a HSE Prepared Return relates solely to a Pre-Closing Tax PeriodDate, such Tax Return Returns shall be prepared on a basis consistent with existing procedures and practices and accounting methods of the Company, and, submitted to the extent applicable, the conventions provided in Section 5.11(b)(iii), unless, as reasonably determined by HSE, such procedure, practice, accounting method or other contemplated treatment does Instrumentarium not have sufficient legal support to avoid the imposition of penalties, in which case, such HSE Prepared Return shall be prepared in accordance with any good faith method determined by HSE after consulting with Transferors. If a HSE Prepared Return relates to income Taxes for a Pre-Closing Tax Period or shows an Indemnified Tax, HSE shall submit such HSE Prepared Return to Transferors for Transferors’ review and comment at least thirty (30) later than 30 days prior to the due date of for filing such HSE Prepared Return. HSE shall incorporate any reasonable comments made by Transferors in the final Tax Return prior to filing. No failure or delay of HSE in providing HSE Prepared Returns for Transferors to review shall reduce or otherwise affect the obligations or liabilities of Transferors pursuant to this Agreement other than to the extent any Transferor (or, if such due date is prejudiced by such failure or delay. (iii) Transferors and HSE agree with respect to certain Tax matters as follows: (A) to the extent permissible under applicable Laws, to elect to have each Tax year of the Company that includes the Closing Date end as of the end of within 45 days following the Closing Date; (B, as promptly as practicable following the Closing Date) to treat all interest for review and other earnings on the Transferor Escrow Amount as income of HSE in accordance with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2); and (C) unless otherwise required approval by applicable LawInstrumentarium, to treat all indemnification payments under this Agreement paid by Transferors as adjustments to the total consideration payable hereunder for all relevant Tax purposeswhich approval may not be unreasonably withheld.

Filing of Tax Returns. (ia) TransferorsSeller shall prepare, at their sole cost and expensecause to be prepared or use commercially reasonable efforts to cause Cristal to prepare, shall (A) prepare and timely file (or cause the Company to prepare and timely file) , cause to be filed or use commercially reasonable efforts to cause Cristal to file, in each case at its or Cristal’s own expense, all Tax Returns of the Company Transferred Companies with a due date (after taking into account all appropriate applicable extensions) on or prior to the Closing Date (the each, a “Pre-Closing Seller Tax ReturnsReturn”); (B) prepare and timely file (or cause the Company to prepare and timely file) the IRS Form 1065 (and any comparable state and local provided that each Seller Tax Returns) of the Company for any Tax period ending on or prior to the Closing Date (the “Partnership Returns,” and collectively with the Pre-Closing Tax Returns, the “Transferor Prepared Tax Returns”) and (C) timely pay (or cause the Company to timely pay) all Taxes that are shown as payable with respect to Transferor-Prepared Returns. All Transferor Prepared Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the Company and, to the extent applicable, the conventions provided for in accordance with Section 5.11(b)(iii). To the extent required to be signed by HSE or the Company, each Partnership Return due after the Closing Date shall be submitted to HSE for HSE’s review and comment at least thirty (30) days prior to the due date of such Partnership Return. Transferors shall consider in good faith any comments made by HSE to such Tax Returns. HSE shall cause the Company to file all Partnership Returns prepared by Transferors and timely delivered by HSE in accordance with this Section 5.11(b)(i). (ii) HSE shall cause the Company to prepare and timely file all Tax Returns of the Company (other than the Partnership Returns) due after the Closing Date (the “HSE Prepared Returns”). To the extent that a HSE Prepared Return relates solely to a Pre-Closing Tax Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices and accounting methods of the Company, and, to the extent applicable, the conventions provided in Section 5.11(b)(iii), unless, as reasonably determined by HSE, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of penalties, in which case, such HSE Prepared Return shall be prepared in accordance with any good faith method determined the past practice of the Transferred Companies, except as otherwise required by HSE after consulting applicable Law, and Seller shall use commercially reasonable efforts to cause each Seller Tax Return prepared by Cristal to be prepared in accordance with Transferorspast practice of the Transferred Companies, except as otherwise required by applicable Law. If a HSE Prepared Return relates Seller shall (or shall cause its Subsidiaries to income or use commercially reasonable efforts to cause Cristal to) timely remit all Taxes for shown thereon as due. (b) Seller shall prepare, cause to be prepared or use commercially reasonable efforts to cause Cristal to prepare, in each case at its or Cristal’s own expense (i) all Tax Returns of the Transferred Companies with respect to a Pre-Closing Tax Period or shows an Indemnified Tax(other than a Straddle Period), HSE other than Seller Tax Returns, with a due date (taking into account applicable extensions) after the Closing Date (each, a “Pre-Closing Tax Return”); provided that: (i) each Pre-Closing Tax Return shall submit be prepared in accordance with the past practice of the Transferred Companies, except as otherwise required by applicable Law (and in the case of a Pre-Closing Tax Return prepared by Cristal, Seller shall use commercially reasonable efforts to cause each such HSE Prepared Pre-Closing Tax Return to Transferors for Transferors’ review and comment be prepared in accordance with past practice of the Transferred Companies, except as otherwise required by applicable Law), (ii) Seller shall provide Purchaser with a draft of each Pre-Closing Tax Return at least thirty (30) calendar days prior to the due date of (taking into account applicable extensions) for such HSE Prepared Return. HSE shall incorporate any reasonable comments made by Transferors Tax Return and, in the final case of a Tax Return prior prepared by Cristal, Seller shall use commercially reasonable efforts to filing. No failure or delay of HSE in providing HSE Prepared Returns for Transferors cause Cristal to review shall reduce or otherwise affect the obligations or liabilities of Transferors pursuant deliver to this Agreement other than to the extent any Transferor is prejudiced by Purchaser such failure or delay. Tax Return within such time, (iii) Transferors Purchaser shall have the right to review and HSE agree with respect to certain comment on any Pre-Closing Tax matters as follows: Return, and (Aiv) to the extent permissible under applicable LawsPurchaser provides any reasonable comments at least ten (10) calendar days prior to the due date for any Pre-Closing Tax Return, Seller shall make, and use commercially reasonable efforts to cause Cristal to make, such modifications as are requested by Purchaser on such Tax Returns. Seller shall timely file, cause to be timely filed, use commercially reasonable efforts to cause Cristal to timely file or timely deliver to Purchaser to be filed, such Pre-Closing Tax Returns and, to elect the extent that Seller would be liable in respect of such Taxes under Section 8.01, remit, or cause to have each be remitted, payment for any Taxes shown as due on such Pre-Closing Tax year Returns due (or else shall pay to Purchaser or a Subsidiary of Purchaser an amount equal to such Taxes at least two (2) Business Days in advance of such date). (c) Purchaser shall prepare and file, or cause to be prepared and filed, all other Tax Returns of the Company Transferred Companies for any Pre-Closing Tax Period that includes are filed after the Closing Date end as (including Tax Returns with respect to a Straddle Period); provided that Purchaser shall prepare any Tax Return of the end of the Closing Date; (B) Transferred Companies with respect to treat all interest and other earnings on the Transferor Escrow Amount as income of HSE a Straddle Period in accordance with past practice of the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2); and (C) unless Transferred Companies, except as otherwise required by applicable Law, ; provided further that with respect to treat all indemnification payments Tax Returns for a Straddle Period that as drafted show a Tax in respect of which Seller is liable under this Agreement paid by Transferors Agreement, (i) Purchaser shall provide Seller with a draft of any such income Tax Return at least thirty (30) calendar days (or in the case of non-income Tax Returns, as adjustments soon as reasonably possible) prior to the total consideration payable hereunder due date (taking into account applicable extensions) for such Tax Return and Seller shall have the right to provide such Tax Returns to Cristal in accordance with the terms of the Acquisition Agreement (as of February 21, 2017, without taking into account any amendments, restatements or modifications thereafter), (iii) Seller shall have the right to review and allow Cristal to review such Tax Return, and (iv) to the extent Seller provides any reasonable comments (including reasonable comments of Cristal) at least ten (10) calendar days prior to the due date for any such income Tax Return (and promptly after receipt in the case of a non-income Tax Return), Purchaser shall make such modifications as are requested by Seller on such Tax Return. Purchaser shall (or shall cause its Subsidiaries to) timely remit all relevant Taxes shown thereon as due (subject to the right to indemnity for such Taxes pursuant to this Agreement, including pursuant to Section 8.01). (d) Notwithstanding anything in this Agreement to the contrary, none of Parent, Purchaser nor any Transferred Company shall be required to file a Tax purposesReturn if Purchaser determines, in its reasonable discretion exercised in good faith, that filing such Tax Return is likely to expose Parent, Purchaser or any Transferred Company (or any of their Affiliates, officers, directors or employees) to criminal penalties.

Filing of Tax Returns. (i) Transferors, at their sole cost and expense, Sellers shall (A) prepare and timely file (or cause the Company to prepare and timely file, or cause to be prepared and timely filed, all Consolidated Returns of the Seller Group that include any of the Transferred Companies, regardless of when such Tax Returns are required to be filed. (ii) Sellers shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each of the Company due (after taking into account all appropriate extensions) Transferred Companies for taxable periods that end on or before the Closing Date and that are required to be filed prior to the Closing Date (the “Pre-Closing taking into account any extensions) other than Tax Returns”Returns described in Section 8.2(a)(i); (B) prepare and timely file (or cause the Company to prepare and timely file) the IRS Form 1065 (and any comparable state and local . Such Tax Returns) of the Company for any Tax period ending on or prior to the Closing Date (the “Partnership Returns,” and collectively with the Pre-Closing Tax Returns, the “Transferor Prepared Tax Returns”) and (C) timely pay (or cause the Company to timely pay) all Taxes that are shown as payable with respect to Transferor-Prepared Returns. All Transferor Prepared Returns shall be prepared in accordance a manner consistent with existing procedures, practicesthe positions taken, and with accounting methods used, on the Tax Returns filed by or with respect to such Transferred Companies prior to the date on which the Closing occurs, unless otherwise required by Applicable Law or agreed to by Sellers and Buyer. (b) Sellers shall prepare, or cause to be prepared, Tax Returns for each of the Company and, to the extent applicable, the conventions provided Transferred Companies for in accordance with Section 5.11(b)(iii). To the extent required to be signed by HSE taxable periods that end on or the Company, each Partnership Return due after before the Closing Date that are not described in Section 8.2(a) and for any Straddle Period, and Buyer shall timely file such Tax Returns. Such Tax Returns shall be submitted prepared in a manner consistent with the positions taken, and with accounting methods used, on the Tax Returns filed by or with respect to HSE the Transferred Companies prior to the date on which the Closing occurs, unless otherwise required by Applicable Law or agreed by Sellers and Buyer. Sellers shall deliver any such Tax Return to Buyer for HSEBuyer’s review and comment approval (such approval not to be unreasonably withheld, conditioned or delayed), at least thirty (30) days (or, in the case of premium tax returns or IRS Form 945, Annual Return of Withheld Federal Income Tax, fifteen (15) days) prior to the due date of such Partnership Return. Transferors shall consider in good faith any comments made by HSE to such Tax Returns. HSE shall cause the Company Return is required to file all Partnership Returns prepared by Transferors and timely delivered by HSE in accordance with this Section 5.11(b)(i)be filed. (iic) HSE Buyer shall cause the Company to prepare and timely file all Tax Returns of each of the Company Transferred Companies not otherwise described in Section 8.2(a) and Section 8.2(b). (other than the Partnership Returnsd) due after the Closing Date (the “HSE Prepared Returns”). To Except to the extent otherwise required by Applicable Law or as contemplated by Section 8.2(b), Buyer and Sellers shall not, and shall not permit any of their respective Affiliates to, file or amend in a manner that a HSE Prepared Return relates solely would reasonably be expected to affect adversely the other party or any of its Affiliates any Tax Returns relating in whole or in part to a Pre-Closing Tax Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices and accounting methods of Period without the Company, and, to the extent applicable, the conventions provided in Section 5.11(b)(iii), unless, as reasonably determined by HSE, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of penalties, in which case, such HSE Prepared Return shall be prepared in accordance with any good faith method determined by HSE after consulting with Transferors. If a HSE Prepared Return relates to income Taxes for a Pre-Closing Tax Period or shows an Indemnified Tax, HSE shall submit such HSE Prepared Return to Transferors for Transferors’ review and comment at least thirty (30) days prior to the due date written consent of such HSE Prepared Return. HSE shall incorporate any reasonable comments made by Transferors in the final Tax Return prior to filing. No failure other party, which consent may not be unreasonably withheld, conditioned or delay of HSE in providing HSE Prepared Returns for Transferors to review shall reduce or otherwise affect the obligations or liabilities of Transferors pursuant to this Agreement other than to the extent any Transferor is prejudiced by such failure or delaydelayed. (iii) Transferors and HSE agree with respect to certain Tax matters as follows: (A) to the extent permissible under applicable Laws, to elect to have each Tax year of the Company that includes the Closing Date end as of the end of the Closing Date; (B) to treat all interest and other earnings on the Transferor Escrow Amount as income of HSE in accordance with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2); and (C) unless otherwise required by applicable Law, to treat all indemnification payments under this Agreement paid by Transferors as adjustments to the total consideration payable hereunder for all relevant Tax purposes.

Filing of Tax Returns. (i) Transferors, at their sole cost SGAI shall prepare (or cause to be prepared) and expense, shall (A) prepare and timely file (or cause the Company to prepare and timely filebe filed) all Tax necessary SGAI Consolidated Returns for all Taxable Years (whether ending before, on, or after the IPO Closing Date) and all necessary SGAI Combined Returns for all Taxable Years (whether ending before, on, or after the IPO Closing Date) which reflect income or operations of the Company due Cowen LLC or ▇▇▇▇▇ Inc. SGAI shall prepare (after taking into account all appropriate extensionsor cause to be prepared) on or prior to the Closing Date (the “Pre-Closing Tax Returns”); (B) prepare and timely file (or cause the Company to prepare be filed), all Tax Returns required to be filed by or with respect to Cowen LLC and timely file) the IRS Form 1065 (and any comparable state and local Tax Returns) of the Company for any Tax period ▇▇▇▇▇ Inc. with respect to all periods ending on or prior to before the IPO Closing Date (and any Straddle Period, as well as any Tax Returns described in Section 3(c). SGAI’s preparation and filing obligations with respect to Tax Returns described in this Section 2(a) shall apply without regard to whether the “Partnership Returns,” and collectively with obligation to file such Tax Return arises prior to, on or after the Pre-IPO Closing Tax Returns, the “Transferor Prepared Tax Returns”Date. SGAI shall pay any Taxes for which it is responsible pursuant to Sections 3(a) and (Cc) timely pay (or cause the Company of this Agreement. SGAI shall permit ▇▇▇▇▇ Inc. to timely pay) all Taxes that are shown as payable with respect to Transferor-Prepared Returns. All Transferor Prepared Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the Company and, to the extent applicable, the conventions provided for in accordance with Section 5.11(b)(iii). To the extent required to be signed by HSE or the Company, each Partnership Return due after the Closing Date shall be submitted to HSE for HSE’s review and comment at least thirty on each Tax Return for which ▇▇▇▇▇ Inc. may be liable under this Agreement, and shall make such revisions to such Tax Returns as are reasonably requested by ▇▇▇▇▇ Inc. ▇▇▇▇▇ Inc. shall pay to SGAI an amount equal to the Taxes for which it is liable pursuant to Sections 3(b) and (30c) but which are payable with Tax Returns to be filed by SGAI pursuant to this Section 2(a) within 10 days prior to the due date for the filing of such Partnership Return. Transferors Tax Returns. (b) ▇▇▇▇▇ Inc. shall, except to the extent that filing such Tax Returns is the responsibility of SGAI under Section 2(a), prepare (or cause to be prepared) and file (or cause to be filed), all Tax Returns relating to Cowen LLC and ▇▇▇▇▇ Inc. ▇▇▇▇▇ Inc. shall consider in good faith any comments made by HSE permit SGAI to review and comment on each Tax Return for which SGAI may be liable under this Agreement, and shall make such revisions to such Tax ReturnsReturns as are reasonably requested by SGAI. HSE SGAI shall cause pay to ▇▇▇▇▇ Inc. an amount equal to the Company Taxes for which it is liable pursuant to file all Partnership Returns prepared by Transferors and timely delivered by HSE in accordance Section 3(a) but which are payable with this Section 5.11(b)(i). (ii) HSE shall cause the Company to prepare and timely file all Tax Returns of the Company (other than the Partnership Returns) due after the Closing Date (the “HSE Prepared Returns”). To the extent that a HSE Prepared Return relates solely to a Pre-Closing Tax Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices and accounting methods of the Company, and, filed by ▇▇▇▇▇ Inc. pursuant to the extent applicable, the conventions provided in Section 5.11(b)(iii), unless, as reasonably determined by HSE, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of penalties, in which case, such HSE Prepared Return shall be prepared in accordance with any good faith method determined by HSE after consulting with Transferors. If a HSE Prepared Return relates to income Taxes for a Pre-Closing Tax Period or shows an Indemnified Tax, HSE shall submit such HSE Prepared Return to Transferors for Transferors’ review and comment at least thirty (30) previous sentence within 10 days prior to the due date for the filing of such HSE Prepared ReturnTax Returns. HSE ▇▇▇▇▇ Inc. shall incorporate any reasonable comments made pay or cause to be paid to the applicable Tax Authority all Taxes due and payable in respect of all Tax Returns required to be prepared by Transferors in the final Tax Return prior to filing. No failure or delay of HSE in providing HSE Prepared Returns for Transferors to review shall reduce or otherwise affect the obligations or liabilities of Transferors ▇▇▇▇▇ Inc. pursuant to this Agreement other than to the extent any Transferor is prejudiced by such failure or delaySection 2(b). (iii) Transferors and HSE agree with respect to certain Tax matters as follows: (A) to the extent permissible under applicable Laws, to elect to have each Tax year of the Company that includes the Closing Date end as of the end of the Closing Date; (B) to treat all interest and other earnings on the Transferor Escrow Amount as income of HSE in accordance with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2); and (C) unless otherwise required by applicable Law, to treat all indemnification payments under this Agreement paid by Transferors as adjustments to the total consideration payable hereunder for all relevant Tax purposes.

Filing of Tax Returns. (i) Transferors, at their sole cost and expense, shall (A) prepare and timely file (or cause the Company to prepare and timely file) all All Tax Returns required to be filed by Wind River or any of the Company due (after taking into account all appropriate extensions) its Subsidiaries on or prior to after the Closing Date (the “Pre-Closing Tax Returns”); (B) prepare and timely file (or cause the Company with respect to prepare and timely file) the IRS Form 1065 (and any comparable state and local Tax Returns) of the Company for any Tax taxable period ending on or prior to the Closing Date will be filed by Wind River or the applicable Subsidiary when due (the “Partnership Returns,” and collectively with the Pre-Closing taking into account extensions). Any such Tax Returns, the “Transferor Prepared Tax Returns”) and (C) timely pay (or cause the Company to timely pay) all Taxes that are shown as payable with respect to Transferor-Prepared Returns. All Transferor Prepared Returns Return shall be prepared or caused to be prepared by the Trusts, in accordance a manner consistent with existing procedures, practices, past practices (including any elections and accounting methods of methods, except to the Company extent required by Law or to the extent counsel for the Trusts renders a legal opinion, in form and substance reasonably satisfactory to Cayman Purchaser and the Trusts, that a Tax Return cannot be so prepared and filed without being subject to penalties) and shall be submitted by the Trusts to Cayman Purchaser (together with schedules, statements and, to the extent applicablerequested by Cayman Purchaser, supporting documentation, including any Tax Returns, statements and supporting documentation prepared on a pro forma basis for any Subsidiary that is included in a Tax Return filed on a consolidated, combined or unitary basis for such taxable period at least 20 business days prior to the due date (including extensions) of such Tax Return. Cayman Purchaser shall have the right to review all work papers and procedures used to prepare any such Tax Return. If Cayman Purchaser, within 10 business days after delivery of a copy of such Tax Return, notifies the Trusts in writing that it objects to any items in such Tax Return (approval not to be unreasonably withheld), the conventions provided disputed items shall be resolved (within a reasonable time, taking into account the deadline for in accordance with Section 5.11(b)(iiifiling such Tax Return) by KPMG LLP (Philadelphia Office) or Deloitte & Touche LLP (Philadelphia Office), such firm to be chosen by and mutually acceptable to both Cayman Purchaser and the Trusts. To Upon resolution of all such items, the extent relevant Tax Return shall be adjusted to reflect such resolution and shall be binding upon the parties without further adjustment. The final Tax Return will then be submitted to Wind River to execute and file. The costs, fees and expenses of such accounting firm shall be borne equally by Cayman Purchaser and the Trusts. The Trusts shall not cause Wind River or any Subsidiary to file any amended Tax Return without the prior written consent of Cayman Purchaser. All Tax Returns required to be signed filed by HSE Wind River or the Company, each Partnership Return due any of its Subsidiaries for any taxable period ending after the Closing Date shall be submitted prepared at the direction of Cayman Purchaser; provided, that, in the case of any taxable period that begins before and ends after the Closing Date, (i) the Trusts shall be entitled to HSE for HSE’s review and comment at least thirty approve such Tax Returns, such approval not to be unreasonably withheld, conditioned or delayed and (30ii) days prior to the due date of such Partnership Return. Transferors shall consider in good faith any comments made by HSE dispute relating to such Tax Returns. HSE Returns shall cause be resolved in the Company to file all Partnership Returns prepared by Transferors and timely delivered by HSE manner described in accordance with this Section 5.11(b)(i). 9.02. Anything in this Section 9.02 to the contrary notwithstanding, except as otherwise required by Law, any income Tax Return of Wind River for the "S short year" (iias defined in Section 1362(e) HSE shall cause the Company to prepare and timely file all Tax Returns of the Company (other than the Partnership ReturnsCode) due after the Closing Date (the “HSE Prepared Returns”). To the extent that a HSE Prepared Return relates solely to a Pre-Closing Tax Period, such Tax Return shall be prepared on the basis of a basis consistent with existing procedures and practices and accounting methods closing of the Company, and, to books and Wind River and the extent applicable, Trusts will execute any elections or consents required in connection with the conventions provided in Section 5.11(b)(iii), unless, as reasonably determined by HSE, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of penalties, in which case, such HSE Prepared Return shall be prepared in accordance with any good faith method determined by HSE after consulting with Transferors. If a HSE Prepared Return relates to income Taxes for a Pre-Closing Tax Period or shows an Indemnified Tax, HSE shall submit such HSE Prepared Return to Transferors for Transferors’ review and comment at least thirty (30) days prior to the due date filing of such HSE Prepared Return. HSE shall incorporate any reasonable comments made by Transferors in the final Tax Return prior to filing. No failure or delay of HSE in providing HSE Prepared Returns for Transferors to review shall reduce or otherwise affect the obligations or liabilities of Transferors pursuant to this Agreement other than to the extent any Transferor is prejudiced by on such failure or delaybasis. (iii) Transferors and HSE agree with respect to certain Tax matters as follows: (A) to the extent permissible under applicable Laws, to elect to have each Tax year of the Company that includes the Closing Date end as of the end of the Closing Date; (B) to treat all interest and other earnings on the Transferor Escrow Amount as income of HSE in accordance with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2); and (C) unless otherwise required by applicable Law, to treat all indemnification payments under this Agreement paid by Transferors as adjustments to the total consideration payable hereunder for all relevant Tax purposes.

Filing of Tax Returns. (i) TransferorsTransferor, at their its sole cost and expense, shall (A) prepare and timely file (or cause the Company to prepare and timely file) all Tax Returns of the Company due (after taking into account all appropriate extensions) on or prior to the Closing Date (the “Pre-Closing Tax Returns”); (B) prepare and timely file (or cause the Company to prepare and timely file) the IRS Form 1065 (and any comparable state and local Tax Returns) of the Company for any Tax period ending on or prior to the Closing Date (the “Partnership Returns,” and collectively with the Pre-Closing Tax Returns, the “Transferor Prepared Tax Returns”) and (CB) timely pay (or cause the Company to timely pay) all Taxes that are shown as payable with respect to TransferorPre-Prepared Closing Tax Returns. All Transferor Prepared Pre-Closing Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the Company and, to the extent applicable, the conventions provided for in accordance with Section 5.11(b)(iii). To the extent required to be signed by HSE or the Company, each Partnership Return due after the Closing Date shall be submitted to HSE for HSE’s review and comment at least thirty (30) days prior to the due date of such Partnership Return. Transferors shall consider in good faith any comments made by HSE to such Tax Returns. HSE shall cause the Company to file all Partnership Returns prepared by Transferors and timely delivered by HSE in accordance with this Section 5.11(b)(i). (ii) HSE shall cause the Company to prepare and timely file all Tax Returns of the Company (other than the Partnership Returns) due after the Closing Date (the “HSE Prepared Returns”). To the extent that a HSE Prepared Return relates solely to a Pre-Closing Tax Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices and accounting methods of the Company, and, to the extent applicable, the conventions provided in Section 5.11(b)(iii), unless, as reasonably determined by HSE, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of penalties, in which case, such HSE Prepared Return shall be prepared in accordance with any good faith method determined by HSE after consulting with TransferorsTransferor. If a HSE Prepared Return relates to income Taxes for a Pre-Closing Tax Period or shows an Indemnified Tax, HSE shall submit such HSE Prepared Return to Transferors Transferor for Transferors’ Transferor’s review and comment at least thirty (30) days prior to the due date of such HSE Prepared Return. HSE shall incorporate any reasonable comments made by Transferors Transferor in the final Tax Return prior to filing. No failure or delay of HSE in providing HSE Prepared Returns for Transferors Transferor to review shall reduce or otherwise affect the obligations or liabilities of Transferors Transferor pursuant to this Agreement other than to the extent any Transferor is prejudiced by such failure or delay.. 42 (iii) Transferors Transferor and HSE agree with respect to certain Tax matters as follows: (A) to the extent permissible under applicable Laws, to elect to have each Tax year of the Company that includes the Closing Date end as of the end of the Closing Date; (B) to treat all interest and other earnings on the Transferor Escrow Amount as income of HSE in accordance with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2); and (C) unless otherwise required by applicable Law, to treat all indemnification payments under this Agreement paid by Transferors Transferor as adjustments to the total consideration payable hereunder for all relevant Tax purposes.

Filing of Tax Returns. (i) Transferors, at their sole cost and expense, Seller shall (A) prepare and timely file (all consolidated, combined or cause the Company to prepare and timely file) unitary income tax returns for Seller's consolidated group for all Tax Returns of the Company due (after taking into account all appropriate extensions) on or prior to the Closing Date (the “Pre-Closing Tax Returns”); (B) prepare and timely file (or cause the Company to prepare and timely file) the IRS Form 1065 (and any comparable state and local Tax Returns) of the Company for any Tax period periods ending on or prior to the Closing Date (the “Partnership Returns,” and collectively with the Pre-Closing Tax Returnsincluding, the “Transferor Prepared Tax Returns”) and (C) timely pay (or cause the Company to timely pay) all Taxes that are shown as payable with respect to Transferor-Prepared Returnsthe Bank, a short taxable year ending on the Closing Date) and shall include the Bank in such returns. All Transferor Prepared Returns such returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the Company andpast practice (unless a contrary position is required by law), to the extent applicable, any position taken in such returns may affect the conventions provided for in accordance with Section 5.11(b)(iii). To tax liability of the extent required to be signed by HSE or the Company, each Partnership Return due Bank after the Closing. Seller shall pay all tax liabilities shown on such returns. In connection with preparation of such returns, Seller shall prepare books and working papers (including a closing of the books as of the Closing Date Date) which shall be submitted clearly demonstrate the income and activities of the Bank for the period ending on the Closing Date. Seller shall provide a copy of portions of such returns relating to HSE the Bank to Purchaser for HSE’s its review and comment at least thirty (30) 20 days prior to the due date filing of such Partnership Returnreturns. Transferors Seller shall consider in good faith not file any comments made by HSE to amended return for a period ending on or before the Closing without Purchaser's consent (which consent shall not be unreasonably withheld) if the filing of any such Tax Returns. HSE shall cause amended return may affect the Company to file all Partnership Returns prepared by Transferors and timely delivered by HSE in accordance with this Section 5.11(b)(i)tax liability of the Bank or for which Purchaser is or may become liable. (ii) HSE Purchaser shall cause the Company to prepare and timely file all Tax Returns of tax returns with respect to the Company (Bank other than the Partnership Returnsincome tax returns referred to in Section 5.3(c)(i) above, that are required to be filed after the Closing, and shall duly and timely pay Taxes due on such tax returns. To the extent such tax returns relate to any period beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Purchaser's preparation of such tax returns shall be subject to Seller's review and approval, which approval shall not be unreasonably withheld. Purchaser shall make such tax returns for a Straddle Period available for Seller's review and approval no later than 20 business days before the “HSE Prepared Returns”)due date for filing such tax returns. To Within 10 days before the extent that due date for the filing of such tax return, whether or not Seller agrees with the contents of such tax return, Seller shall pay the Bank or Purchaser an amount equal to the amount of Taxes shown as due on such tax returns allocable to Seller for the portion of the Straddle Period up to and including the Closing Date (such portion being referred to as a HSE Prepared Return relates solely to a "Pre-Closing Tax Partial Period, ") less any estimated Taxes paid for such Tax Return shall be prepared on a basis consistent with existing procedures and practices and accounting methods of the Company, and, to the extent applicable, the conventions provided in Section 5.11(b)(iii), unless, as reasonably determined by HSE, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of penalties, in which case, such HSE Prepared Return shall be prepared in accordance with any good faith method determined by HSE after consulting with Transferors. If a HSE Prepared Return relates to income Taxes for a Pre-Closing Tax Period or shows an Indemnified Tax, HSE shall submit such HSE Prepared Return to Transferors for Transferors’ review and comment at least thirty (30) days prior to the due date Closing Date and less any reserves established and reported on the closing balance sheet as of such HSE Prepared Return. HSE shall incorporate any reasonable comments made by Transferors in the final Tax Return prior to filing. No failure or delay of HSE in providing HSE Prepared Returns for Transferors to review shall reduce or otherwise affect the obligations or liabilities of Transferors pursuant to this Agreement other than to the extent any Transferor is prejudiced by such failure or delay. (iii) Transferors and HSE agree with respect to certain Tax matters as follows: (A) to the extent permissible under applicable Laws, to elect to have each Tax year of the Company that includes the Closing Date end as of the end of the Closing Date; for such Taxes (B) to treat all interest and other earnings on the Transferor Escrow Amount as income of HSE in accordance with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2than deferred Taxes); and (C) unless otherwise required by applicable Law, to treat all indemnification payments under this Agreement paid by Transferors as adjustments to the total consideration payable hereunder for all relevant Tax purposes.

Filing of Tax Returns. (i) Transferors9.1 For the purposes of paragraphs 9.2 to 9.4, at their sole cost and expense, any reference to “Company” shall (A) prepare and timely file not be deemed to include Houston Limited. 9.2 The Seller (or its duly authorised agents) shall prepare the Company’s corporation tax returns for accounting periods ended up to and including 31 December 2018 (“Pre- Completion Returns”) (to the extent they have not been prepared before Completion), submit the Pre-Completion Returns to the Tax Authority, and deal with all matters and correspondence relating thereto and the Buyer shall procure that the Company shall provide them with such assistance (including affording the Seller (and its duly authorised agents) access to books, accounts and records) as is reasonable and necessary for the Seller to deal with such all matters and correspondence. 9.3 The Seller (or its duly authorised agents) shall, prepare the Company’s corporation tax return for accounting period ended on 31 December 2019 (the “Relevant Return”) and deal with all matters and correspondence relating thereto and the Buyer shall procure that the Company shall provide them with such assistance (including affording the Seller (and its duly authorised agents) access to books, accounts and records) as is reasonable and necessary for the Relevant Return to be prepared and for the Seller to deal with such all matters and correspondence. 9.4 The Relevant Return shall be submitted in draft form to the Buyer (or its duly authorised agents) for comment at least 20 Business Days before it is due to be submitted to the Tax Authority. The Buyer (or its duly authorised agents) shall comment within 10 Business Days of such submission in writing and the Seller shall not unreasonably refuse to adopt all such reasonable comments. The Buyer shall procure that the Company shall cause the finalised Relevant Return to be authorised, signed and submitted to the appropriate Tax Authority promptly following receipt of the same from the Seller. No material communication (written or otherwise) pertaining to the Relevant Return shall be sent (or otherwise communicated) to a Tax Authority without first having been approved by the Buyer (such approval not to be unreasonably withheld or delayed) and the Buyer shall not without the prior written consent (not to be unreasonably withheld or delayed) of the Seller submit any correspondence to or otherwise communicate with any Tax Authority in respect of the Relevant Return. 9.5 The Buyer (or its duly authorised agents) shall prepare Houston Limited’s corporation tax return for accounting period ended on 31 December 2019 (the “Houston Return”) and deal with all matters and correspondence relating thereto in so far as legally possible in a manner consistent with the Company’s Relevant Returns. The Houston Return shall be submitted in draft form to the Seller, or its duly authorised agents, for comment at least 20 Business Days before it is due to be submitted to the Tax Authority. The Seller (or its duly authorised agents) shall comment within 10 Business Days of such submission and the Buyer shall not unreasonably refuse to adopt such comments. The Buyer shall procure that Houston Limited shall cause the finalised Houston Return to be authorised, signed and submitted to the appropriate Tax Authority without amendment (or with such amendments as the Seller shall agree, such agreement not to be unreasonably withheld or delayed). 9.6 The Buyer shall procure that the Company makes or gives such claims, elections, surrenders and consents in relation to prepare and timely file) Tax for all Tax Returns accounting periods of the Company due (after taking into account all appropriate extensions) ended on or prior to Completion as the Closing Date Seller requests promptly following any such request and generally takes any action as may be necessary to give effect to such claims, elections, surrenders or consents. 9.7 The Buyer (or its duly authorised agents) shall prepare the VAT returns for Houston Group Limited, Houston (NIreland) Limited and Houston Limited for the VAT filing periods ending on or before Completion (to the extent not already submitted) (the “Pre-Closing Tax VAT Returns”); (B) prepare and timely file (or cause . The Buyer shall provide the Company to prepare and timely file) the IRS Form 1065 (and any comparable state and local Tax Returns) Seller with copies of the Company for any Tax period ending on or VAT Returns prior to submission to the Closing Date (the “Partnership Returns,” Tax Authority and collectively with the Pre-Closing Tax Returns, the “Transferor Prepared Tax Returns”) and (C) timely pay (or cause the Company to timely pay) all Taxes that are shown as payable with respect to Transferor-Prepared Returns. All Transferor Prepared Returns shall be prepared in accordance with existing procedures, practices, and accounting methods take into account any reasonable comments of the Company and, to the extent applicable, the conventions provided for in accordance with Section 5.11(b)(iii). To the extent required to be signed by HSE or the Company, each Partnership Return due after the Closing Date shall be submitted to HSE for HSE’s review and comment Seller received at least thirty (30) days 10 Business Days prior to the due date for submission of such Partnership Return. Transferors shall consider in good faith any comments made by HSE to such Tax the VAT Returns. HSE The Seller shall cause or shall procure that its duly authorised agents shall provide the Company to file all Partnership Returns prepared by Transferors Buyer with such reasonable information and timely delivered by HSE assistance as the Buyer shall reasonable request in accordance with this Section 5.11(b)(i)respect of the VAT Returns. (ii) HSE 9.8 Each party shall cause pay the Company costs and expenses incurred by it in connection with the obligations set out in this paragraphs 9.2 to prepare 9.7. 9.9 The Seller undertakes to complete the annual returns required under section 421JA of ITEPA, paragraph 81D of Schedule 2 to ITEPA and timely file paragraph 40D of Schedule 3 to ITEPA and comply with all Tax Returns reporting requirements in respect of all employee related securities granted to the employees of the Company (other than the Partnership Returns) due after the Closing Date (the “HSE Prepared Returns”). To the extent that a HSE Prepared Return relates solely to a Pre-Closing Tax Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices and accounting methods of the Company, and, to the extent applicable, the conventions provided in Section 5.11(b)(iii), unless, as reasonably determined by HSE, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of penalties, in which case, such HSE Prepared Return shall be prepared in accordance with any good faith method determined by HSE after consulting with Transferors. If a HSE Prepared Return relates to income Taxes for a Pre-Closing Tax Period or shows an Indemnified Tax, HSE shall submit such HSE Prepared Return to Transferors for Transferors’ review and comment at least thirty (30) days Group Companies prior to the due date of such HSE Prepared Return. HSE shall incorporate any reasonable comments made by Transferors in the final Tax Return prior to filing. No failure or delay of HSE in providing HSE Prepared Returns for Transferors to review shall reduce or otherwise affect the obligations or liabilities of Transferors pursuant to this Agreement other than to the extent any Transferor is prejudiced by such failure or delayCompletion. (iii) Transferors and HSE agree with respect to certain Tax matters as follows: (A) to the extent permissible under applicable Laws, to elect to have each Tax year of the Company that includes the Closing Date end as of the end of the Closing Date; (B) to treat all interest and other earnings on the Transferor Escrow Amount as income of HSE in accordance with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2); and (C) unless otherwise required by applicable Law, to treat all indemnification payments under this Agreement paid by Transferors as adjustments to the total consideration payable hereunder for all relevant Tax purposes.

Filing of Tax Returns. (ia) TransferorsSeller will file (or cause to be filed) all Tax Returns of the Seller Group (collectively, at their sole cost and expense“Combined Tax Returns”) for all taxable periods in which any Transferred Subsidiary are included or required to be included. Seller will prepare such Combined Tax Returns in a manner consistent with past practice. (b) Except as described in Sections 6.3.(a), Buyer shall (A) prepare and timely file (or cause to be timely filed) with the Company to prepare and timely file) appropriate Taxing Authorities all Tax Returns of required to be filed by the Company due (after taking into account all appropriate extensions) on or prior Transferred Subsidiaries with respect to any taxable period beginning before the Closing Date (the “Pre-Closing Tax Returns”); (B) prepare and timely file (or cause the Company to prepare and timely file) the IRS Form 1065 (and any comparable state and local Tax Returns) of the Company for any Tax period ending on or prior to the Closing Date (the “Partnership Returns,” and collectively with the Pre-Closing Tax Returns, the “Transferor Prepared Tax Returns”) and (C) timely pay (or cause the Company to timely pay) all Taxes that are shown as payable with respect to Transferor-Prepared Returns. All Transferor Prepared Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the Company and, to the extent applicable, the conventions provided for in accordance with Section 5.11(b)(iii). To the extent required to be signed by HSE or the Company, each Partnership Return due after the Closing Date (each a “Buyer Prepared Return”). Each such Buyer Prepared Return shall be submitted prepared in a manner consistent with the prior practice of the Transferred Subsidiaries, unless otherwise required by Law. Seller shall provide Buyer promptly any and all information and documents reasonably requested by Buyer in connection with Buyer’s preparation of such Buyer Prepared Returns. No liability in respect of Tax shown on any Buyer Prepared Return shall be considered to HSE constitute a Damage subject to indemnity pursuant to Section 9.1(b) unless, before filing of such Buyer Prepared Return, Buyer shall have provided Seller with a copy of such Buyer Prepared Return for HSEreview and comment and Seller shall have approved the filing of such Buyer Prepared Return, which approval shall not be unreasonably withheld or delayed. For this purpose, Seller’s withholding of approval of a Buyer Prepared Return based upon Buyer’s failure to adopt in such Tax Return an alternative reporting position suggested by Seller in the notice of Tax Statement Dispute described in Section 6.3(c) shall be deemed reasonable if the reporting position proposed by the Seller to be reflected in such Buyer Prepared Return has a “reasonable basis” (set forth in said notice), within the meaning of Section 6662 of the Code and is not inconsistent with prior practice with respect to the Tax Returns of the relevant Transferred Subsidiary. Buyer shall make a good faith effort to provide Seller with a copy of each such Buyer Prepared Return for review and comment at least thirty (30) days prior to the required filing date (with permitted extensions) of such return (or, if required to be filed within thirty (30) days after the Closing or the end of the taxable period to which such return relates, as soon as possible following the Closing or end of such taxable period, as the case may be), accompanied by a statement (a “Pre-Closing Tax Statement”) setting forth and calculating in reasonable detail the Indemnified Taxes that are shown as due on such Tax Return. Such Pre-Closing Tax Statement shall be sufficient to allow Seller to make a reasonable determination as to the accuracy of the calculation (except for inaccuracies which would not materially and adversely affect Seller). Each Pre-Closing Tax Statement shall be considered to be a Notice of Claim within the meaning of Section 9.5(a). Buyer shall timely pay or cause to be paid the Tax shown as due on each Buyer Prepared Return, provided that such obligation shall not prevent recovery from Seller of any portion thereof which constitutes Indemnified Taxes pursuant to Section 9.1. (c) If Seller disagrees with the manner of preparation of a Buyer Prepared Return or the amount of Indemnified Taxes calculated in the Pre-Closing Tax Statement, within ten (10) days of the receipt of the Buyer Prepared Return and Pre-Closing Tax Statement, Seller shall provide to Buyer a notice of such dispute (a “Tax Statement Dispute”). If Seller does not provide a notice of Tax Statement Dispute within such 10-day period, the amount of Indemnified Tax shown therein shall be treated as a Settled Claim, and the amount claimed therein shall be paid out of the Holdback Amount as specified in Section 9.6. (d) If Seller provides Buyer with a notice of a Tax Statement Dispute, Seller shall also provide Buyer with a proposed revision of such Buyer Prepared Return, a statement setting forth and calculating in reasonable detail the Indemnified Taxes with respect to such Buyer Prepared Return, and a written explanation of the reasons for its adjustment. If Seller and Buyer, after consultation with their tax advisors, cannot reach complete agreement, the dispute shall be submitted to an arbitrator (the “Tax Arbitrator”) pursuant to the procedures described in Section 10.6, for resolution by the Tax Arbitrator no later than five (5) days prior to the required filing date of such Partnership Buyer Prepared Return. Transferors shall consider in good faith any comments made by HSE The decision of the Tax Arbitrator with respect to such dispute shall be binding upon Buyer and Seller and their Affiliates. If a Tax Returns. HSE Statement Dispute is resolved such that the Tax reported as due on the applicable Buyer Prepared Return is less than that proposed by Buyer in the applicable Pre-Closing Tax Statement, and the Final Determination of any issue that was the subject of such Tax Statement Dispute results in required payment of Indemnified Taxes, then, notwithstanding any other provision of this Agreement to the contrary, Seller’s indemnification obligation under Section 9.1(b)(i) for the portion of the resulting Indemnified Taxes which consist of penalties and interest payable in respect of the portion of the Taxes determined to have been reportable in excess of the Taxes that were initially proposed to be reported by Buyer in the Buyer Prepared Return shall cause be payable by Seller as Damages without regard to the Company limitations otherwise applicable with respect to file all Partnership Returns prepared by Transferors such Damages under Sections 9.9 and timely delivered by HSE in accordance with 9.10 of this Agreement, and the amount of such interest and penalties recoverable as Damages shall not be taken into account when applying the provisions of Section 5.11(b)(i)9.9 to indemnity obligations for other Damages. (iie) HSE shall cause the Company to prepare and timely file all Tax Returns of the Company (other than the Partnership Returns) due after the Closing Date (the “HSE Prepared Returns”). To the extent that a HSE Prepared Return relates solely to Claim for Taxes set forth in a Pre-Closing Tax PeriodStatement that has been Finally Determined within the meaning of Section 9.6, such Tax Return shall but cannot be prepared on a basis consistent with existing procedures and practices and accounting methods fully satisfied out of the CompanyHoldback Amount available at the time of such Final Determination, and, Seller shall pay to Buyer the extent applicable, unsatisfied portion of the conventions provided in Section 5.11(b)(iii), unless, as reasonably determined Finally Determined Claim for Taxes by HSE, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid wire transfer on the imposition later of penalties, in which case, such HSE Prepared Return shall be prepared in accordance with any good faith method determined by HSE after consulting with Transferors. If a HSE Prepared Return relates to income Taxes for a Pre-Closing Tax Period or shows an Indemnified Tax, HSE shall submit such HSE Prepared Return to Transferors for Transferors’ review and comment at least thirty (30a) days the third (3rd) Business Day prior to the due date for payment of such HSE Prepared Return. HSE shall incorporate any reasonable comments made by Transferors in the final Tax Return prior to filing. No failure or delay of HSE in providing HSE Prepared Returns for Transferors to review shall reduce or otherwise affect the obligations or liabilities of Transferors pursuant to this Agreement other than Taxes to the extent any Transferor is prejudiced by relevant Taxing Authority and (b) the third (3rd) Business Day after such failure or delayClaim was Finally Determined. (iii) Transferors and HSE agree with respect to certain Tax matters as follows: (A) to the extent permissible under applicable Laws, to elect to have each Tax year of the Company that includes the Closing Date end as of the end of the Closing Date; (B) to treat all interest and other earnings on the Transferor Escrow Amount as income of HSE in accordance with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2); and (C) unless otherwise required by applicable Law, to treat all indemnification payments under this Agreement paid by Transferors as adjustments to the total consideration payable hereunder for all relevant Tax purposes.

Filing of Tax Returns. (a) (i) Transferors, at their sole cost SGAI shall prepare (or cause to be prepared) and expense, shall (A) prepare and timely file (or cause the Company to prepare and timely filebe filed) all Tax necessary SGAI Consolidated Returns for all Taxable Years (whether ending before, on, or after the IPO Closing Date) and all necessary SGAI Combined Returns for all Taxable Years (whether ending before, on, or after the IPO Closing Date) which reflect income or operations of the Company due Cowen LLC or ▇▇▇▇▇ Inc. SGAI shall prepare (after taking into account all appropriate extensionsor cause to be prepared) on or prior to the Closing Date (the “Pre-Closing Tax Returns”); (B) prepare and timely file (or cause the Company to prepare be filed), all Tax Returns required to be filed by or with respect to Cowen LLC and timely file) the IRS Form 1065 (and any comparable state and local Tax Returns) of the Company for any Tax period ▇▇▇▇▇ Inc. with respect to all periods ending on or prior to before the IPO Closing Date (and any Straddle Period, as well as any Tax Returns described in Section 3(c). SGAI’s preparation and filing obligations with respect to Tax Returns described in this Section 2(a) shall apply without regard to whether the “Partnership Returns,” and collectively with obligation to file such Tax Return arises prior to, on or after the Pre-IPO Closing Tax Returns, the “Transferor Prepared Tax Returns”Date. SGAI shall pay any Taxes for which it is responsible pursuant to Sections 3(a) and (Cc) timely pay (or cause the Company of this Agreement. SGAI shall permit ▇▇▇▇▇ Inc. to timely pay) all Taxes that are shown as payable with respect to Transferor-Prepared Returns. All Transferor Prepared Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the Company and, to the extent applicable, the conventions provided for in accordance with Section 5.11(b)(iii). To the extent required to be signed by HSE or the Company, each Partnership Return due after the Closing Date shall be submitted to HSE for HSE’s review and comment at least thirty on each Tax Return for which ▇▇▇▇▇ Inc. may be liable under this Agreement, and shall make such revisions to such Tax Returns as are reasonably requested by ▇▇▇▇▇ Inc. ▇▇▇▇▇ Inc. shall pay to SGAI an amount equal to the Taxes for which it is liable pursuant to Sections 3(b) and (30c) but which are payable with Tax Returns to be filed by SGAI pursuant to this Section 2(a) within 10 days prior to the due date for the filing of such Partnership Return. Transferors Tax Returns. (b) ▇▇▇▇▇ Inc. shall, except to the extent that filing such Tax Returns is the responsibility of SGAI under Section 2(a), prepare (or cause to be prepared) and file (or cause to be filed), all Tax Returns relating to Cowen LLC and ▇▇▇▇▇ Inc. ▇▇▇▇▇ Inc. shall consider in good faith any comments made by HSE permit SGAI to review and comment on each Tax Return for which SGAI may be liable under this Agreement, and shall make such revisions to such Tax ReturnsReturns as are reasonably requested by SGAI. HSE SGAI shall cause pay to ▇▇▇▇▇ Inc. an amount equal to the Company Taxes for which it is liable pursuant to file all Partnership Returns prepared by Transferors and timely delivered by HSE in accordance Section 3(a) but which are payable with this Section 5.11(b)(i). (ii) HSE shall cause the Company to prepare and timely file all Tax Returns of the Company (other than the Partnership Returns) due after the Closing Date (the “HSE Prepared Returns”). To the extent that a HSE Prepared Return relates solely to a Pre-Closing Tax Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices and accounting methods of the Company, and, filed by ▇▇▇▇▇ Inc. pursuant to the extent applicable, the conventions provided in Section 5.11(b)(iii), unless, as reasonably determined by HSE, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of penalties, in which case, such HSE Prepared Return shall be prepared in accordance with any good faith method determined by HSE after consulting with Transferors. If a HSE Prepared Return relates to income Taxes for a Pre-Closing Tax Period or shows an Indemnified Tax, HSE shall submit such HSE Prepared Return to Transferors for Transferors’ review and comment at least thirty (30) previous sentence within 10 days prior to the due date for the filing of such HSE Prepared ReturnTax Returns. HSE ▇▇▇▇▇ Inc. shall incorporate any reasonable comments made pay or cause to be paid to the applicable Tax Authority all Taxes due and payable in respect of all Tax Returns required to be prepared by Transferors in the final Tax Return prior to filing. No failure or delay of HSE in providing HSE Prepared Returns for Transferors to review shall reduce or otherwise affect the obligations or liabilities of Transferors ▇▇▇▇▇ Inc. pursuant to this Agreement other than to the extent any Transferor is prejudiced by such failure or delaySection 2(b). (iii) Transferors and HSE agree with respect to certain Tax matters as follows: (A) to the extent permissible under applicable Laws, to elect to have each Tax year of the Company that includes the Closing Date end as of the end of the Closing Date; (B) to treat all interest and other earnings on the Transferor Escrow Amount as income of HSE in accordance with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2); and (C) unless otherwise required by applicable Law, to treat all indemnification payments under this Agreement paid by Transferors as adjustments to the total consideration payable hereunder for all relevant Tax purposes.

Filing of Tax Returns. (i) Transferors12.3.1. The Seller will during the 12 months subsequent to the Completion Date, at their sole cost provide reasonable assistance to the Purchaser and expense, shall (A) prepare the Acquired Group in relation to the preparation by the Acquired Group of all reports and timely file Tax Returns required to be submitted by the Acquired Group by Applicable Law relating to any pre-Completion Tax Periods (or cause the Company to prepare and timely file) all any Tax Returns Period current as of the Company due (after taking into account all appropriate extensions) on or Completion Date, insofar as concerns any period prior to the Closing Date (the “Pre-Closing Tax Returns”); (B) prepare and timely file (or cause the Company to prepare and timely file) the IRS Form 1065 (and any comparable state and local Tax Returns) of the Company for any Tax period ending on or prior to the Closing Date (the “Partnership Returns,” and collectively with the Pre-Closing Tax Returns, the “Transferor Prepared Tax Returns”) and (C) timely pay (or cause the Company to timely pay) all Taxes that are shown as payable with respect to Transferor-Prepared Returns. All Transferor Prepared Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the Company and, to the extent applicable, the conventions provided for in accordance with Section 5.11(b)(iiiCompletion Date). To the extent required to be signed by HSE or the Company, each Partnership Return due after the Closing Date shall be submitted to HSE for HSE’s review and comment at least thirty (30) days prior to the due date of such Partnership Return. Transferors shall consider in good faith any comments made by HSE to such Tax Returns. HSE shall cause the Company to file all Partnership Returns prepared by Transferors and timely delivered by HSE in accordance with this Section 5.11(b)(i). (ii) HSE shall cause the Company to prepare and timely file all Tax Returns of the Company (other than the Partnership Returns) due after the Closing Date (the “HSE Prepared Returns”). To the extent that a HSE Prepared Return relates solely to a Pre-Closing Tax Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices and accounting methods of the Company, and, to the extent applicable, the conventions provided in Section 5.11(b)(iii), unless, as reasonably determined by HSE, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of penalties, in which case, such HSE Prepared Return shall be prepared in accordance with any good faith method determined by HSE after consulting with Transferors. If a HSE Prepared Return relates to income Taxes for a Pre-Closing Tax Period or shows an Indemnified Tax, HSE shall submit such HSE Prepared Return to Transferors for Transferors’ review and comment at least thirty (30) days prior to the due date of such HSE Prepared Return. HSE shall incorporate any reasonable comments made by Transferors in the final Tax Return prior to filing. No failure or delay of HSE in providing HSE Prepared Returns for Transferors to review shall reduce or otherwise affect the obligations or liabilities of Transferors pursuant to this Agreement other than to the extent any Transferor is prejudiced by such failure or delay. (iii) Transferors and HSE agree with respect to certain Tax matters as followsThe Seller will procure that: (Aa) the Purchaser is kept fully informed of the progress of all matters relating to the extent permissible under applicable Laws, to elect to have each pre-Completion Tax year of the Company that includes the Closing Date end as of the end of the Closing DatePeriods; (Bb) the Purchaser promptly receives copies of all material written correspondence with any Taxing Authority insofar as it is relevant to treat all interest and other earnings on the Transferor Escrow Amount as income of HSE in accordance with the transition rule set forth in Proposed Treasury Regulation Section 1.468B-8(h)(2)pre-Completion Tax Periods; and (Cc) unless otherwise required by applicable Lawthe Purchaser is afforded a reasonable opportunity to comment on all returns, claims, notices or other documents relating to treat all indemnification payments under this Agreement paid by Transferors as adjustments Taxes (each, a “Tax Document”) or other non-routine correspondence before its submission to the total consideration payable hereunder for all relevant Taxing Authority and that its reasonable comments are taken into account (provided that, if the Purchaser fails to comment within fifteen Business Days of receipt, the Sellers will be entitled to submit the relevant Tax purposesDocument or correspondence to the relevant Taxing Authority without further reference to the Purchaser). 12.3.2. The Parties shall each use their commercially reasonable efforts to ensure that: (a) no Tax Document is submitted to any Taxing Authority which is not true and accurate in all material respects; and (b) the pre-Completion Tax Periods affairs of the Acquired Group are finalized as soon as reasonably practicable. 12.3.3. In relation to the accounting period accounting current at Completion, the Purchaser will provide to the Seller the draft Tax computations and Returns of the members of the Acquired Group and will ensure that the reasonable and timely comments of the Sellers or their duly authorized agents (to the extent relating to the period when the members of the Acquired Group were under the control of the Sellers) are incorporated prior to the submission of such computations and returns to the relevant Tax Authority. 12.3.4. For the avoidance of doubt the provisions of Sections 12.3.1 through 12.3.3 will not prejudice the allocation of Taxes pursuant to Section 12.4.