Common use of Filing of Tax Returns Clause in Contracts

Filing of Tax Returns. (i) Loews shall have the sole and exclusive responsibility for preparing and filing each Tax Return required to be filed after the Deconsolidation Date that includes any member of the Loews Group (each, a “Loews Filed Tax Return”). Lorillard shall prepare and deliver (at its own cost and expense) to Loews in a manner consistent with past practice pro forma Tax Returns (including work papers) and any other information that Loews deems necessary to prepare and timely file any Loews Filed Tax Return with respect to each member of the Lorillard Group included in, or reflected on, a Loews Filed Tax Return no later than ninety days before the due date for the filing of the relevant Tax Return (giving effect to valid extensions thereof), provided, however, that with respect to the Loews Filed Tax Return of the Loews Consolidated Group for the taxable period ending on December 31, 2008, Lorillard shall prepare and deliver such pro forma Tax Returns and information no later than ninety days after the Deconsolidation Date. Each member of the Lorillard Group hereby irrevocably authorizes and designates Loews as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Loews Filed Tax Returns and, except as otherwise provided in this Article IV, for the purpose of making payments to, or collecting refunds from, any Governmental Entity in respect of a Loews Filed Tax Return. Except as otherwise provided in this Article IV, Loews shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Loews Filed Tax Return and to determine whether any refunds of Taxes shall be received by way of refund or credit against a current or future Tax liability. (ii) Lorillard shall have the sole and exclusive responsibility for preparing and filing each Tax Return required to be filed after the Deconsolidation Date that includes any member of the Lorillard Group which is not a Loews Filed Tax Return (each, a “Lorillard Filed Tax Return”). Except as otherwise required by law, Lorillard shall prepare and file all Lorillard Filed Tax Returns on a basis that is consistent with the Tax Materials and shall not take any position (or make any election) in the preparation and filing of such Lorillard Filed Tax Returns that is inconsistent with any position or election made by Loews in connection with the preparation and filing of any Tax Return of the Loews Consolidated Group that includes any Pre-Deconsolidation Period.

Filing of Tax Returns. (ia) Loews Sellers’ Representative shall have prepare, or cause to be prepared, at its sole cost all Pass-Through Tax Returns of the sole and exclusive responsibility Company for preparing and filing each all taxable periods ending on or before the Closing Date (excluding, for the avoidance of doubt, any Tax Return required to be filed after the Deconsolidation Date that includes any member of the Loews Group Company for any Straddle Period which shall be prepared in accordance with Section 6.1(b)), (eacheach such Tax Return, a “Loews Filed Pre-Closing Income Tax Return”). Lorillard The Pre-Closing Income Tax Returns shall prepare and deliver (at its own cost and expense) to Loews in a manner consistent with past practice pro forma include any Tax Returns (including work papersany Pass-Through Tax Returns) and any other information that Loews deems necessary which are required by (or otherwise the obligation under) applicable Law to prepare and timely file any Loews Filed Tax Return be filed by or with respect to each member the Sellers. All such Pre-Closing Income Tax Returns shall be prepared in accordance with past practice (but only to the extent such past practice is supportable at least at a “more likely than not” level of the Lorillard Group included incomfort), or reflected on, a Loews Filed Tax Return no except as otherwise required by Law. Not later than ninety thirty (30) days before prior to the due date for filing thereof, Sellers’ Representative shall provide Buyer with drafts of all such Pre-Closing Income Tax Returns (and all supporting workpapers). Buyer shall have the filing right to review and approve any such Pre-Closing Income Tax Returns during the twenty-five (25) day period following the receipt of such Pre-Closing Income Tax Returns (and all supporting workpapers), which approval shall not be unreasonably withheld, conditioned or delayed. Buyer shall cause the Company to file such Pre-Closing Income Tax Returns (as prepared in accordance with this Section 6.1) and remit, or cause the Company to remit, payment for any Taxes shown as due and payable by the Company on such Pre-Closing Income Tax Returns. At least two (2) Business Days prior to the due date of the relevant payment of Taxes shown as due and payable by the Company on any Pre-Closing Income Tax Return Return, the Sellers shall pay any such Taxes to Buyer (giving effect to valid extensions thereof)or, providedat Buyer’s request, however, that with respect the Company) to the Loews Filed Tax Return extent such Taxes were not included in the calculation of the Loews Consolidated Group for the taxable period ending on December 31, 2008, Lorillard Closing Date Indebtedness or Closing Date Net Working Capital. (b) Buyer shall prepare and deliver such pro forma file, or cause to be prepared and filed, all other Tax Returns and information no later than ninety days after the Deconsolidation Date. Each member of the Lorillard Group hereby irrevocably authorizes Company that have a due date (including extensions) after Closing and designates Loews as its agentinclude Pre-Closing Tax Periods (including, coordinator and administrator for the purpose avoidance of taking doubt, any and all actions necessary or incidental Straddle Periods) (“Buyer Pre-Closing Tax Returns”). All such Buyer Pre-Closing Tax Returns shall be prepared in accordance with past practice (but only to the filing extent such past practice is supportable at least at a “more likely than not” level of any such Loews Filed Tax Returns andcomfort), except as otherwise provided required by Law. No later than thirty (30) days prior to the due date for filing thereof (or such shorter time as is commercially reasonable in this Article IV, for the purpose of making payments to, or collecting refunds from, any Governmental Entity in respect case of a Loews Filed Tax Return other than an income Tax Return), Buyer shall provide Sellers’ Representative with drafts of all such Buyer Pre-Closing Tax Returns that include items outside the ordinary course of business (other than the transactions contemplated by this Agreement). Except as otherwise provided in this Article IV, Loews Sellers’ Representative shall have the exclusive right to file, prosecute, compromise review and comment on any such Buyer Pre-Closing Tax Returns during the twenty-five (25) day period (or settle any claim for, or refund of, Taxes such shorter time as is commercially reasonable in respect the case of a Loews Filed Tax Return and other than an income Tax Return) following the receipt of such Buyer Pre-Closing Tax Returns. Buyer shall consider in good faith all reasonable comments provided by Sellers’ Representative to determine whether any refunds Buyer in writing during such review period. At least two (2) Business Days prior to the due date of the payment of Taxes shown as due and payable by the Company on any Buyer Pre-Closing Tax Returns, the Sellers shall be received by way of refund or credit against a current or future Tax liability. pay any such Taxes to Buyer (iior, at Buyer’s request, the Company) Lorillard shall have to the sole and exclusive responsibility for preparing and filing each Tax Return required to be filed after the Deconsolidation Date that includes any member of the Lorillard Group which is extent such Taxes were not a Loews Filed Tax Return (each, a “Lorillard Filed Tax Return”). Except as otherwise required by law, Lorillard shall prepare and file all Lorillard Filed Tax Returns on a basis that is consistent with the Tax Materials and shall not take any position (or make any election) included in the preparation and filing calculation of such Lorillard Filed Tax Returns that is inconsistent with any position Closing Date Indebtedness or election made by Loews in connection with the preparation and filing of any Tax Return of the Loews Consolidated Group that includes any Pre-Deconsolidation PeriodClosing Date Net Working Capital.

Filing of Tax Returns. (a) Seller shall cause to be prepared (in a manner reasonably consistent with past practice and consistent with Applicable Law) and timely filed, taking into account all valid extensions of time to file, (i) Loews all Tax Returns of the Transferred Companies that are due on or before the Closing Date and (ii) all consolidated, unitary, combined or similar Tax Returns that include (x) the Transferred Companies and (y) Seller or any Affiliate of Seller (“Consolidated Tax Returns”) regardless of when such Tax Returns are required to be filed. Seller shall have the sole and exclusive responsibility pay or cause to be paid all Taxes shown to be due on Tax Returns that it is responsible for preparing and filing each under this Section 8.2(a). Seller shall provide to Buyer a pro-forma copy of the Tax Return required of the Transferred Companies prepared on a stand-alone basis as described in the preceding sentences within a reasonable time (but in no event any later than 30 days) after the Consolidated Tax Returns have been filed. (b) Seller shall cause to be filed prepared (i) all income Tax Returns for the Transferred Companies for the taxable periods that end on or before the Closing Date that are due after the Deconsolidation Closing Date and that are not described in Section 8.2(a) (“Separate Income Tax Returns”) and (ii) all other Tax Returns of the Transferred Companies for the taxable periods that end on or before the Closing Date that includes any member are due within 45 days of the Loews Group (eachClosing Date. Each Separate Income Tax Return prepared by Seller shall be submitted to Buyer at least 30 days prior to the due date of such Tax Return for Buyer’s approval, a “Loews Filed which approval shall not be unreasonably withheld, conditioned or delayed. Buyer shall cause the Transferred Companies to file each such Tax Return”, subject to Section 8.2(d). Lorillard All such Separate Income Tax Returns and Tax Returns described in clause (i) of Section 8.2(a) shall prepare and deliver (at its own cost and expense) to Loews be prepared in a manner consistent with past practice pro forma the positions taken, and with the accounting methods used, on the Tax Returns filed by or with respect to the appropriate Transferred Company prior to the date on which the Closing occurs, unless otherwise required by Applicable Law or agreed by Seller and Buyer. (c) Buyer shall prepare and timely file, or cause to be prepared and timely filed, Tax Returns for each of the Transferred Companies for any Pre-Closing Tax Period to the extent not governed by Section 8.2(a) or Section 8.2(b), including work papersthe relevant portion of any Straddle Period. Such Tax Returns shall be prepared in a manner consistent with the positions taken, and with the accounting methods used, on the Tax Returns filed by or with respect to the appropriate Transferred 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 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 for Seller’s approval, which shall not be unreasonably withheld, conditioned or delayed. To the extent consistent with Applicable Law, Buyer shall, or shall cause each of the Transferred 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. (d) If Buyer or Seller objects to any item on any Tax Return provided to it for its approval, it shall, within fifteen days after delivery of such Tax Return, notify the other party responsible for preparation of such Tax Return in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection is duly delivered, Buyer and Seller shall negotiate in good faith and use their reasonable best efforts to resolve such items. In the event of any disagreement that cannot be resolved between Buyer and Seller, such disagreement shall be resolved by the Independent Accounting Firm, and any other information that Loews deems necessary such determination by the Independent Accounting Firm shall be final. The fees and expenses of the Independent Accounting Firm shall be borne equally by Buyer and Seller. If the Independent Accounting Firm does not resolve any differences between Seller and Buyer with respect to such Tax Return at least five days prior to the due date therefor, such Tax Return shall be filed as prepared by the relevant party and amended to reflect the Independent Accounting Firm’s resolution. (e) Buyer shall prepare and timely file, or cause the Transferred Companies to prepare and timely file any Loews Filed file, all Tax Return Returns required to be filed by or with respect to each member Transferred Company for any Tax period beginning after the Closing Date. (f) Except to the extent otherwise required by Applicable Law, neither Seller nor Buyer shall, and shall not permit any of its Affiliates to, without the prior written consent of the Lorillard Group included inother party, which consent may not be unreasonably withheld, conditioned or reflected ondelayed, a Loews Filed amend any Tax Return no later than ninety days before the due date for the filing Returns of the relevant Tax Return (giving effect to valid extensions thereof), provided, however, that or with respect to the Loews Filed Tax Return of the Loews Consolidated Group for the taxable period ending on December 31, 2008, Lorillard shall prepare and deliver such pro forma Tax Returns and information no later than ninety days after the Deconsolidation Date. Each member of the Lorillard Group hereby irrevocably authorizes and designates Loews as its agent, coordinator and administrator for the purpose of taking any and all actions necessary Transferred Companies relating in whole or incidental in part to the filing of any such Loews Filed Tax Returns and, except as otherwise provided in this Article IV, for the purpose of making payments to, or collecting refunds from, any Governmental Entity in respect of a Loews Filed Tax Return. Except as otherwise provided in this Article IV, Loews shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Loews Filed Tax Return and to determine whether any refunds of Taxes shall be received by way of refund or credit against a current or future Tax liability. (ii) Lorillard shall have the sole and exclusive responsibility for preparing and filing each Tax Return required to be filed after the Deconsolidation Date that includes any member of the Lorillard Group which is not a Loews Filed Tax Return (each, a “Lorillard Filed Tax Return”). Except as otherwise required by law, Lorillard shall prepare and file all Lorillard Filed Tax Returns on a basis that is consistent with the Tax Materials and shall not take any position (or make any election) in the preparation and filing of such Lorillard Filed Tax Returns that is inconsistent with any position or election made by Loews in connection with the preparation and filing of any Tax Return of the Loews Consolidated Group that includes any Pre-Deconsolidation PeriodClosing Tax Period in a manner that would reasonably be expected to adversely affect the other party or its Affiliates.

Filing of Tax Returns. From and after the Closing: (a) Sellers shall prepare and timely file, or shall cause to be prepared and timely filed (taking into account extensions), (i) Loews shall have the sole and exclusive responsibility for preparing and filing each any combined, consolidated or unitary Tax Return that includes any Seller or any of its Affiliates, on the one hand, and any of the Transferred Entities, on the other hand (a “Combined Tax Return”), and (ii) any Tax Return (other than any Combined Tax Return) that is required to be filed after the Deconsolidation Date that includes by or with respect to any member of the Loews Group Transferred Entities for any taxable period that ends on or before the Closing Date (each, any Tax Return described in this sentence a “Loews Filed Pre-Closing Tax Return”). Lorillard Purchaser shall prepare and deliver (at its own cost and expense) to Loews in a manner consistent with past practice pro forma Tax Returns (including work papers) and not amend or revoke any other information that Loews deems necessary to prepare and timely file any Loews Filed Tax Return with respect to each member of the Lorillard Group included in, or reflected on, a Loews Filed Tax Return no later than ninety days before the due date for the filing of the relevant Pre-Closing Tax Return (giving effect or any notification or election relating thereto) without the prior written consent of the Sellers. Purchaser shall promptly provide (or cause to valid extensions thereof), be provided, however, that with respect ) to the Loews Filed Tax Return of the Loews Consolidated Group for the taxable period ending on December 31, 2008, Lorillard shall prepare and deliver such pro forma Tax Returns and Sellers any information no later than ninety days after the Deconsolidation Date. Each member of the Lorillard Group hereby irrevocably authorizes and designates Loews as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental reasonably requested by a Seller to the filing of any such Loews Filed Tax Returns and, except as otherwise provided in this Article IV, for the purpose of making payments to, or collecting refunds from, any Governmental Entity in respect of a Loews Filed Tax Return. Except as otherwise provided in this Article IV, Loews shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Loews Filed Tax Return and to determine whether any refunds of Taxes shall be received by way of refund or credit against a current or future Tax liability. (ii) Lorillard shall have the sole and exclusive responsibility for preparing and filing each Tax Return required to be filed after the Deconsolidation Date that includes any member of the Lorillard Group which is not a Loews Filed Tax Return (each, a “Lorillard Filed Tax Return”). Except as otherwise required by law, Lorillard shall prepare and file all Lorillard Filed Tax Returns on a basis that is consistent with the Tax Materials and shall not take any position (or make any election) in the preparation and filing of such Lorillard Filed Tax Returns that is inconsistent with any position or election made by Loews in connection with facilitate the preparation and filing of any Pre-Closing Tax Returns, and Purchaser shall use commercially reasonable efforts to prepare (or cause to be prepared) such information in a manner and on a timeline reasonably requested by a Seller, which information and timeline shall be consistent with the past practice of the relevant Transferred Entity. In the case of any Pre-Closing Tax Return that reflects any Tax for which Purchaser may be liable pursuant to Section 9.1(b), such Pre-Closing Tax Return shall be prepared on a basis consistent with past practice, unless the Sellers reasonably determine that such practice is not more likely than not to be sustained upon examination, and shall be true, correct and complete in all material respects, and the Sellers shall deliver to the Purchaser, for its review, comment, and approval, a copy of any such Tax Return no later than the later of (i) as soon as reasonably practicable and (ii) thirty (30) days prior to the due date thereof, including extensions, and the Sellers shall revise such Tax Return to reflect any reasonable comments received from Purchaser. For the taxable year of the Company that ends on the Closing Date, Sellers shall compute the distributive shares of each Person treated as a partner in the Company for U.S. federal income tax purposes through an interim closing of the Company’s books. (b) Purchaser shall timely prepare and file, or shall cause to be timely prepared and filed, any Tax Return of the Loews Consolidated Group Transferred Entities for any Straddle Period. Purchaser shall deliver to the Sellers, for their review, comment and approval, a copy of any such Tax Return at least thirty (30) days prior to the due date thereof, including extensions, and Purchaser shall revise such Tax Return to reflect any reasonable comments received from the Sellers. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Transferred Entities with respect to such items, unless Purchaser reasonably determines that such practice is not more likely than not to be sustained upon examination. Purchaser shall not amend or revoke any such Tax Return (or any elections relating thereto) without the Sellers’ prior written consent, which shall not be unreasonably withheld. (c) Purchaser shall timely prepare and file or shall cause to be timely prepared and filed all Tax Returns of the Transferred Entities for any taxable period that begins after the Closing Date. (d) Notwithstanding anything to the contrary in this Agreement, no Seller shall be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any Seller or any of its Affiliates (other than the Transferred Entities) or (ii) a consolidated, combined or unitary group that includes any Pre-Deconsolidation PeriodSeller or any of its Affiliates (other than a group that exclusively contains the Transferred Entities).

Filing of Tax Returns. Except as otherwise provided herein, the Vendor will prepare and duly and timely file (i) Loews shall have all Tax Returns of Main Union and of the sole PRC Affiliate that are required to be filed on or before the Completion Date, (ii) all Tax Returns of Main Union and exclusive responsibility for preparing and filing each Tax Return of the PRC Affiliate that are required to be filed after the Deconsolidation Completion Date that includes for any member of taxable period ending on or before the Loews Group Completion Date, and (eachiii) all Tax Returns required to be filed with respect to Transfer Taxes (collectively, a “Loews Filed Tax ReturnVendor Returns”). Lorillard All Vendor Returns shall be prepared on a basis consistent with the most recent tax returns of Main Union and the PRC Affiliate, unless the Vendor determines that there is no substantial authority for such position, and shall be true, correct, and complete in all material respects. Not later than thirty (30) days prior to the due date for filing of a Vendor Return, the Vendor will provide the Purchaser with a copy of such Vendor Return. The Vendor will make such changes to any Vendor Return as the Purchaser may reasonably request, and will not file such Vendor Return without the Purchaser’s consent, which will not be unreasonably withheld, conditioned, or delayed. The Purchaser will prepare and deliver (at its own cost and expense) to Loews in a manner consistent with past practice pro forma file all Tax Returns (including work papers) and any other information than Vendor Returns; provided, however, that Loews deems necessary to prepare and timely file any Loews Filed Tax Return with respect to each member of the Lorillard Group included in, or reflected on, a Loews Filed Tax Return no not later than ninety thirty (30) days before prior to the due date for the filing of a Straddle Period Tax Return, and not later than thirty (30) days prior to filing any amended Tax Return relating to a Pre-Completion Tax Period, the relevant Purchaser will provide the Vendor with a copy of such Tax Return, will make such changes to the portions of the Tax Return that relate to the Pre-Completion Tax Period as the Vendor may reasonably request, and will not file such Tax Return without the Vendor’s consent, which will not be unreasonably withheld, conditioned, or delayed. In the case of a Straddle Period Tax Return, the Vendor will pay to the Purchaser the Vendor’s share of any Taxes due with respect to such Tax Return (giving effect determined pursuant to valid extensions thereof), provided, however, that with respect Clauses 25.6 and 25.7 above) not later than seven (7) days prior to the Loews Filed Tax Return of the Loews Consolidated Group due date for the taxable period ending on December 31, 2008, Lorillard shall prepare and deliver filing such pro forma Tax Returns and information no later than ninety days after the Deconsolidation Date. Each member of the Lorillard Group hereby irrevocably authorizes and designates Loews as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Loews Filed Tax Returns and, except as otherwise provided in this Article IV, for the purpose of making payments to, or collecting refunds from, any Governmental Entity in respect of a Loews Filed Tax Return. Except as otherwise provided in this Article IV, Loews shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Loews Filed Tax Return and to determine whether any refunds of Taxes shall be received by way of refund or credit against a current or future Tax liability. (ii) Lorillard shall have the sole and exclusive responsibility for preparing and filing each Tax Return required to be filed after the Deconsolidation Date that includes any member of the Lorillard Group which is not a Loews Filed Tax Return (each, a “Lorillard Filed Tax Return”). Except as otherwise required by law, Lorillard shall prepare and file all Lorillard Filed Tax Returns on a basis that is consistent with the Tax Materials and shall not take any position (or make any election) in the preparation and filing of such Lorillard Filed Tax Returns that is inconsistent with any position or election made by Loews in connection with the preparation and filing of any Tax Return of the Loews Consolidated Group that includes any Pre-Deconsolidation Period.

Filing of Tax Returns. (ia) Loews The Seller or its Affiliates shall have prepare all Income Tax Returns required to be filed by or with respect to the sole Company and exclusive responsibility its Subsidiaries for preparing any taxable periods ending on or before the Closing Date and filing each file such Income Tax Returns required to be filed on or before the Closing Date. The Seller shall deliver to the Company a draft of any such Income Tax Return required to be filed after the Deconsolidation Closing Date that includes any member of the Loews Group (each, a “Loews Filed Tax Return”). Lorillard shall prepare and deliver (at its own cost and expense) to Loews in a manner consistent with past practice pro forma Tax Returns (including work papers) and any other information that Loews deems necessary to prepare and timely file any Loews Filed Tax Return with respect to each member of the Lorillard Group included in, or reflected on, a Loews Filed Tax Return no for signature not later than ninety twenty (20) days before the due date for the filing of the relevant such Income Tax Return and the Company or the appropriate Subsidiary shall cause an authorized officer to sign such Income Tax Return unless prohibited by law. The Purchaser shall prepare and timely file (giving effect i) all Income Tax Returns and sales and use Tax Returns required to valid extensions thereof), provided, however, that be filed by or with respect to the Loews Filed Tax Return of the Loews Consolidated Group for the taxable period ending on December 31, 2008, Lorillard shall prepare Company and deliver such pro forma Tax Returns and information no later than ninety days its Subsidiaries that are due after the Deconsolidation Date. Each member of Closing Date for any Straddle Period (the Lorillard Group hereby irrevocably authorizes and designates Loews as its agent, coordinator and administrator for the purpose of taking any "Purchaser Straddle Returns") and all actions necessary or incidental to taxable periods beginning after the filing of any such Loews Filed Tax Returns and, except as otherwise provided in this Article IV, for the purpose of making payments to, or collecting refunds from, any Governmental Entity in respect of a Loews Filed Tax Return. Except as otherwise provided in this Article IV, Loews shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Loews Filed Tax Return Closing Date and to determine whether any refunds of Taxes shall be received by way of refund or credit against a current or future Tax liability. (ii) Lorillard shall have the sole and exclusive responsibility for preparing and filing each all Non-Income Tax Return Returns required to be filed by or with respect to the Company and its Subsidiaries that are due after the Deconsolidation Date that includes Closing Date. The Purchaser shall deliver to the Seller (A) a draft of any member Purchaser Straddle Return and (B) a draft statement setting forth the Seller's pro rata portion of the Lorillard Group which is Income Tax or sales and use Tax due, as applicable, with respect to the Purchaser Straddle Return as determined pursuant to Sections 7.01 and 7.02 (the "Purchaser Straddle Statement"), for comment and approval not later than forty (40) days before such Purchaser Straddle Returns are due. If, within ten (10) days after the receipt of such Purchaser Straddle Return, the Seller notifies the Purchaser that the Seller disagrees with the draft Purchaser Straddle Return or draft Purchaser Straddle Statement, then the Purchaser and the Seller shall attempt in good faith to resolve their disagreement within the ten (10) days following the Seller's notification to the Purchaser of such disagreement. If the Seller and the Purchaser cannot resolve their disagreement within ten (10) days following the Seller's notification, any dispute with respect to the amount reflected on the Purchaser Straddle Statement shall be submitted to an Independent Accountant for resolution within ten (10) days of such submission. The cost of the Independent Accountant shall be borne in accordance with the formula set forth in Section 2.06(e). The Seller shall pay to the Purchaser the amount reflected on the Purchaser Straddle Statement not more than ten (10) days after the receipt by the Seller of such Purchaser Straddle Return or, in the event of a Loews Filed disagreement between the Purchaser and the Seller regarding the Purchaser Straddle Return or the Purchaser Straddle Statement, within ten (10) days after the resolution of such disagreement. (b) Not later than sixty (60) days after the Closing Date, the Seller shall deliver to the Purchaser (i) copies of any Income Tax Returns filed by or with respect to the Company and its Subsidiaries that were due on or before the Closing Date for any Straddle Period (the "Seller Straddle Returns") and (ii) a statement setting forth (A) the Purchaser's pro rata portion of the Income Tax due with respect to the Seller Straddle Return and (B) a statement setting forth the Purchaser's pro rata portion of the sales and use Tax due with respect to a Straddle Period sales and use Tax Return that was filed prior to the Closing Date, in each case as determined pursuant to Sections 7.01 and 7.02 (each, a “Lorillard Filed Tax Return”the "Seller Straddle Statement"). Except as otherwise required by lawIf, Lorillard shall prepare and file all Lorillard Filed Tax Returns on a basis within ten (10) days after the receipt of such Seller Straddle Statement, the Purchaser notifies the Seller that is consistent the Purchaser disagrees with the Tax Materials Seller Straddle Statement, then the Purchaser and the Seller shall attempt in good faith to resolve their disagreement within ten (10) days following the Purchaser's notification to the Seller of such disagreement. If the Seller and the Purchaser cannot take resolve their disagreement within ten (10) days following the Purchaser's notification, any position dispute with respect to the amount reflected on the Seller Straddle Statement shall be submitted to an Independent Accountant for resolution within ten (or make any election10) days of such submission. The cost of the Independent Accountant shall be borne in accordance with the formula set forth in Section 2.06(e). The Purchaser shall pay to the Seller the amount reflected on the Seller Straddle Statement not more than ten (10) days after the receipt by the Purchaser of such Seller Straddle Return and Seller Straddle Statement or, in the preparation event of a disagreement between the Purchaser and filing the Seller regarding the Seller Straddle Statement, within ten (10) days after the resolution of such Lorillard Filed Tax Returns that is inconsistent with any position or election made by Loews in connection with the preparation and filing of any Tax Return of the Loews Consolidated Group that includes any Pre-Deconsolidation Perioddisagreement.

Filing of Tax Returns. (ia) Loews Seller shall have the sole and exclusive responsibility for preparing and filing each prepare, or cause to be prepared, all Tax Return Returns required to be filed after by the Deconsolidation Date that includes Company or its Subsidiaries for any member of the Loews Group Pre-Closing Tax Period other than a Straddle Period (eacheach such Tax Return, a “Loews Filed Seller-Prepared Tax Return”). Lorillard Each Seller-Prepared Tax Return shall prepare and deliver (at its own cost and expense) to Loews in be prepared on a manner basis consistent with past practice pro forma except to the extent otherwise required by Law. Seller shall cause such Seller-Prepared Tax Returns (including work papers) Return to be timely filed and shall provide copies of such Tax Return to Buyer. Seller shall pay, or cause to be paid, all Taxes of the Company and any other information of its Subsidiaries that Loews deems necessary to prepare and timely file any Loews Filed Tax Return with respect to each member of the Lorillard Group included in, or reflected on, a Loews Filed Tax Return no later than ninety days are due before the due date for the filing of the relevant Tax Return (giving effect to valid extensions thereof), provided, however, that with respect to the Loews Filed Tax Return of the Loews Consolidated Group for the taxable period ending on December 31, 2008, Lorillard shall prepare and deliver such pro forma Tax Returns and information no later than ninety days after the Deconsolidation Closing Date. Each member of the Lorillard Group hereby irrevocably authorizes and designates Loews as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Loews Filed Tax Returns and, except as otherwise provided in this Article IV, for the purpose of making payments to, or collecting refunds from, any Governmental Entity in respect of a Loews Filed Tax Return. Except as otherwise provided in this Article IV, Loews shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Loews Filed Tax Return and to determine whether any refunds of Taxes shall be received by way of refund or credit against a current or future Tax liability. (iib) Lorillard Buyer shall have the sole and exclusive responsibility for preparing and filing each prepare, or cause to be prepared, all Tax Return Returns required to be filed after by the Deconsolidation Date that includes Company or any member of the Lorillard Group which is not a Loews Filed its Subsidiaries for any Straddle Period (each such Tax Return (eachReturn, a “Lorillard Filed Buyer-Prepared Tax Return”). Except as Each Buyer-Prepared Tax Return shall be prepared on a basis consistent with past practice except to the extent otherwise required by law, Lorillard shall prepare and file all Lorillard Filed Tax Returns on a basis that is consistent with Law. Not later than thirty (30) days prior to the Tax Materials and shall not take any position (or make any election) in the preparation and filing of such Lorillard Filed Tax Returns that is inconsistent with any position or election made by Loews in connection with the preparation and due date for filing of any Buyer-Prepared Tax Return, Buyer shall deliver a copy of such Tax Return, together with all supporting documentation, to Seller for its review and reasonable comment. Buyer shall cause such Buyer-Prepared Tax Return (as revised to incorporate Seller’s reasonable comments) to be timely filed and shall provide copies of such Tax Return to Seller. Seller shall pay to Buyer, no more than ten (10) days after the Loews Consolidated Group day on which such request is made, the amount of any Taxes shown as due on such Tax Return (as so revised) that includes any is attributable to the Pre-Deconsolidation PeriodClosing Tax Period (determined in accordance with Section 11.8).

Filing of Tax Returns. (i) Loews Subject to Section 4.7(d), Seller shall have the sole prepare and exclusive responsibility for preparing and filing each timely file or cause to be filed all Tax Return Returns that are required to be filed after by or with respect to any Company Group member for Tax Periods ending on or before the Deconsolidation Date that includes any member Closing Date, and shall pay all Taxes due with respect to such Tax Returns. Seller shall promptly provide Purchaser with copies of the Loews Group (each, a “Loews Filed Tax Return”). Lorillard shall prepare and deliver (at its own cost and expense) to Loews in a manner consistent with past practice pro forma all such Tax Returns (including work papers) and insofar as such Tax Returns relate to any other information that Loews deems necessary Company Group member. Seller shall not file any Tax Return relating to a Pre-Closing Tax Period without Purchaser's consent if the filing of such Tax Return may cause a net increase in the Tax liability of any Company Group member for a Post-Closing Tax Period. Purchaser shall prepare and timely file any Loews Filed or cause to be filed all Straddle Period Tax Return Returns relating to the Company Group and shall pay all Taxes due with respect to each member of the Lorillard Group included in, or reflected on, a Loews Filed such Tax Return no later than ninety days before the due date for the filing of the relevant Tax Return (giving effect to valid extensions thereof), Returns; provided, however, that Seller shall pay Purchaser within 10 days of receiving written notice from Purchaser for any amount owed by Seller pursuant to Section 4.8(b)(i) with respect to any such Tax Returns. Purchaser and Seller agree to cause the Loews Filed Company Group members to file all Tax Returns for the period including the Closing Date on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless the relevant Tax Authority will not accept a Tax Return filed on that basis. Notwithstanding the foregoing, no extraordinary item within the meaning of Treasury Regulation Section 1.1502-76(b)(2)(ii)(C) that occurs or results from a transaction that takes place after the Loews Consolidated Group for Closing shall be included on the taxable period ending on December 31, 2008, Lorillard shall prepare and deliver such pro forma Tax Returns and information no later than ninety days after the Deconsolidation Date. Each member of the Lorillard Group hereby irrevocably authorizes and designates Loews as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Loews Filed Tax Returns and, except as otherwise provided in this Article IV, for the purpose of making payments to, or collecting refunds from, any Governmental Entity in respect of a Loews Filed Tax Returnfiled by Seller. Except as otherwise provided in this Article IV, Loews shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Loews Filed Tax Return described below and to determine whether any refunds of Taxes shall be received the extent that Seller is required, by way of refund or credit against a current or future Tax liability. (ii) Lorillard shall have the sole and exclusive responsibility for preparing and filing each Tax Return required to be filed after the Deconsolidation Date that includes any member applicable terms of the Lorillard Group which is not a Loews Filed Tax Return (eachCalifornia unity of enterprise filing requirements, a “Lorillard Filed Tax Return”). Except as otherwise required by law, Lorillard shall to prepare and file IRS Form W-2 for California employees for periods prior to and including the Closing Date, Purchaser shall timely prepare and file on behalf of the Company Group all Lorillard Filed Tax Returns on a basis that information returns for 2003, including, but not limited to, IRS Form W-2. Seller shall provide to Purchaser all information it may have which is consistent with the Tax Materials and shall not take any position (or make any election) in necessary for the preparation and filing of such Lorillard Filed Tax Returns that is inconsistent with any position or election made information returns, including all IRS Form W-4's, not less than 60 days following the Closing. Seller shall timely prepare and file on behalf of the Company Group all IRS Form 1099 statements and Purchaser shall promptly reimburse Seller for all reasonable and necessary out-of-pocket expenses incurred by Loews Seller in connection with the preparation and filing of any Tax Return such statements. Purchaser shall provide to Seller all information it may have which is necessary for the preparation of the Loews Consolidated Group that includes any Pre-Deconsolidation Periodsuch statements as soon as reasonably practicable following December 31, 2003.

Filing of Tax Returns. (i) Loews shall have The Stockholder Representative shall, at Stockholders’ expense, prepare or cause to be prepared and file with the sole and exclusive responsibility for preparing and filing each Tax Return required appropriate Governmental Entity or cause to be filed after with the Deconsolidation Date that includes any member appropriate Governmental Entity all Pass-Through Tax Returns of the Loews Group Company and its Subsidiaries for all Tax periods ending on or prior to the Closing Date, including but not limited to the Company’s final IRS Form 1120S Tax Return (each, a the “Loews Filed Pre-Closing Pass-Through Tax ReturnReturns”). Lorillard All such Pre-Closing Pass-Through Tax Returns shall be prepared substantially in accordance with past practice, except as otherwise required by applicable Law. No later than thirty (30) days prior to the due date (including extensions) for filing the Pre-Closing Pass-Through Tax Returns, the Stockholder Representative shall deliver the Pre-Closing Pass-Through Tax Returns to the Purchaser for its review, comment, and approval, which approval shall not be unreasonably withheld, conditioned or delayed. The Purchaser shall provide its comments, in writing, on such Pre-Closing Pass-Through Tax Returns to the Stockholder Representative no later than fifteen (15) days after the Purchaser’s receipt of the draft of such Pre-Closing Pass-Through Tax Returns. The Stockholder Representative shall make such changes to the Pre-Closing Pass-Through Tax Returns as are reasonably requested by the Purchaser in such written request and that are in accordance with applicable Law. (ii) The Purchaser shall prepare or cause to be prepared and deliver (at its own cost file with the appropriate Governmental Entity or cause to be filed with the appropriate Governmental Entity all Tax Returns of the Company and expense) to Loews in a manner consistent with past practice pro forma the Subsidiaries other than the Pre-Closing Pass-Through Tax Returns. All Tax Returns (other than the Pre-Closing Pass-Through Tax Returns) of the Company and the Subsidiaries for Tax periods which end on or prior to the Closing Date (“Pre-Closing Returns”) or for Tax periods which begin before the Closing Date and end after the Closing Date (“Straddle Returns”) shall be prepared in good faith and in accordance with past practice, except to the extent inconsistent with applicable Law. For the avoidance of doubt, the Purchaser may, in its sole discretion, cause the Company or any of its Subsidiaries to make the elections referred to in subsection 256(9) of the Tax Act and the comparable provisions of any applicable Law of any province or territory of Canada, and to file such elections in respect of the Corporation’s or Subsidiary’s, as the case may be, taxation year ending immediately before the Closing under the Tax Act. No later than thirty (30) days prior to the due date (including work papersextensions) for filing any Pre-Closing Returns or Straddle Returns, the Purchaser shall deliver the Pre-Closing Returns and the Straddle Returns to the Stockholder Representative for review, comment and approval, which approval shall not be unreasonably withheld, conditioned or delayed. The Stockholder Representative shall provide its comments, in writing, on such Pre-Closing Returns or Straddle Returns to the Purchaser no later than fifteen (15) days after the Stockholder Representative’s receipt of the drafts of such Tax Returns. The Purchaser shall make such changes to the Pre-Closing Returns and the Straddle Returns as are reasonably requested by the Stockholder Representative in such written request and that are in accordance with applicable Law. With respect to any other information that Loews deems necessary Pre-Closing Return or Straddle Return, the Stockholder Representative shall remit (on behalf of the Stockholders) to prepare and timely file any Loews Filed Tax the Purchaser at least five (5) days prior to the due date for filing such Pre-Closing Return or Straddle Return all Pre-Closing Taxes payable with respect to each member of any Pre-Closing Return or Straddle Return, except to the Lorillard Group extent such Taxes have been included in, or reflected onas a negative adjustment in Closing Date Net Working Capital. (iii) All Tax deductions for Transaction Expenses, a Loews Filed the Closing Date Company Payment Amount, Taxes incurred in connection with the Closing Date Company Payment Amount, and interest, prepayment or other penalties, expenses or other amounts paid with respect to Closing Date Indebtedness, shall be allocable to the Pre-Closing Tax Return no later than ninety Period, to the extent permitted by applicable Law. (iv) The Stockholder Representative and the Purchaser shall attempt in good faith to resolve any disputes regarding the Pre-Closing Pass-Through Tax Returns, the Pre-Closing Returns and the Straddle Returns prior to the due date (including extensions) of such Tax Returns. In the event that the Stockholder Representative and the Purchaser are unable to resolve any such dispute by the date five (5) days prior to the due date for such Tax Return, they shall submit such dispute to the Arbitrator, and the resolution of such dispute by the Arbitrator shall be conclusive and binding on the parties. If the Arbitrator is unable to resolve any disputed items before the due date for filing the filing of the relevant applicable Tax Return (after giving effect to valid validly obtained extensions thereof), provided, however, that with respect of time to the Loews Filed Tax Return of the Loews Consolidated Group for the taxable period ending on December 31, 2008, Lorillard shall prepare and deliver make such pro forma Tax Returns and information no later than ninety days after the Deconsolidation Date. Each member of the Lorillard Group hereby irrevocably authorizes and designates Loews as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Loews Filed Tax Returns and, except as otherwise provided in this Article IV, for the purpose of making payments to, or collecting refunds from, any Governmental Entity in respect of a Loews Filed Tax Return. Except as otherwise provided in this Article IV, Loews shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Loews Filed Tax Return and to determine whether any refunds of Taxes shall be received by way of refund or credit against a current or future Tax liability. filings) (ii) Lorillard shall have the sole and exclusive responsibility for preparing and filing each Tax Return required to be filed after the Deconsolidation Date that includes any member of the Lorillard Group which is not a Loews Filed Tax Return (each, a “Lorillard Filed Contested Tax Return”), the Tax Return as prepared by the party initially charged with the preparation of such Tax Return pursuant to Section 6.7(a)(i) or Section 6.7(a)(ii) above shall be executed and duly and timely filed with the appropriate Governmental Entity. Except Upon the resolution by the Arbitrator of the disputed items, such Contested Tax Return shall be amended, to the extent required in the judgment of the Arbitrator, to reflect the Arbitrator’s resolution of such items, and such Tax Return, as otherwise required revised to reflect such resolution (“Resolved Tax Return”), shall be executed and duly and timely filed with the appropriate Governmental Entity. Corrective adjustments shall be made to the payments made by law, Lorillard shall prepare and file all Lorillard Filed or on behalf of the Stockholders pursuant to Section 6.7(a)(i) or Section 6.7(a)(ii) to reflect the changes made to the Contested Tax Returns on a basis that is consistent Return through the Resolved Tax Return in accordance with the Tax Materials payment and shall not take any position (or make any electionreimbursement principles set forth in Section 6.7(a)(i) in the preparation and filing of such Lorillard Filed Tax Returns that is inconsistent with any position or election made by Loews in connection with the preparation and filing of any Tax Return of the Loews Consolidated Group that includes any Pre-Deconsolidation PeriodSection 6.7(a)(ii).

Filing of Tax Returns. (i1) Loews FMB shall have prepare and timely file all income tax returns (including the sole Internal Revenue Service Form 1120S) for all periods ending on or before the Closing Date. All such returns shall be prepared in accordance with past practice (unless a contrary position is required by law) as to elections and exclusive responsibility accounting practices to the extent any position taken in such returns may affect the tax liability of FMB after the Closing. FMB shall discharge all tax liabilities shown on such returns. In connection with preparation of such returns, FMB shall prepare books and working papers (including a closing of the books as of the Closing Date) which shall clearly demonstrate the income and activities of FMB for preparing the period ending on the Closing Date. FMB shall provide a copy of such returns to CCBG for its review at least 20 days before the filing of such returns. Neither FMB nor its shareholders shall file any amended return for a period ending on or before the Closing without CCBG's consent (which consent shall not be unreasonably withheld) if the filing of any such amended return may affect the tax liability of FMB or for which CCBG is or may become liable. (2) CCBG shall prepare and filing each Tax Return timely file all tax returns with respect to FMB other than the income tax returns referred to in Section 6.6(c)(1) above, that are required to be filed after the Deconsolidation Closing. To the extent such tax returns relate to any period beginning before the Closing Date that includes any member and ending after the Closing Date (a "Straddle Period"), CCBG's preparation of such tax returns shall be subject to review by FMB and approval, which approval shall not be unreasonably withheld. CCBG shall make such tax returns for a Straddle Period available for the Loews Group (each, a “Loews Filed Tax Return”). Lorillard shall prepare review and deliver (at its own cost and expense) to Loews in a manner consistent with past practice pro forma Tax Returns (including work papers) and any other information that Loews deems necessary to prepare and timely file any Loews Filed Tax Return with respect to each member of the Lorillard Group included in, or reflected on, a Loews Filed Tax Return approval by FMB shareholders no later than ninety 20 business days before the due date for filing such tax returns. Within 10 days before the due date for the filing of such tax return, whether or not FMB agree with the relevant Tax Return (giving effect to valid extensions thereof)contents of such tax return, provided, however, that with respect FMB shall pay CCBG an amount equal to the Loews Filed Tax Return amount of Taxes shown as due on such tax returns allocable to FMB for the portion of the Loews Consolidated Group Straddle Period up to and including the Closing Date (such portion being referred to as a "Pre-Closing Partial Period") less any estimated Taxes paid or accrued in accordance with GAAP for the taxable period ending on December 31, 2008, Lorillard shall prepare and deliver such pro forma Tax Returns and information no later than ninety days after the Deconsolidation Date. Each member of the Lorillard Group hereby irrevocably authorizes and designates Loews as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental Taxes prior to the filing of any such Loews Filed Tax Returns and, except as otherwise provided in this Article IV, for the purpose of making payments to, or collecting refunds from, any Governmental Entity in respect of a Loews Filed Tax Return. Except as otherwise provided in this Article IV, Loews shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Loews Filed Tax Return and to determine whether any refunds of Taxes shall be received by way of refund or credit against a current or future Tax liabilityClosing Date. (ii) Lorillard shall have the sole and exclusive responsibility for preparing and filing each Tax Return required to be filed after the Deconsolidation Date that includes any member of the Lorillard Group which is not a Loews Filed Tax Return (each, a “Lorillard Filed Tax Return”). Except as otherwise required by law, Lorillard shall prepare and file all Lorillard Filed Tax Returns on a basis that is consistent with the Tax Materials and shall not take any position (or make any election) in the preparation and filing of such Lorillard Filed Tax Returns that is inconsistent with any position or election made by Loews in connection with the preparation and filing of any Tax Return of the Loews Consolidated Group that includes any Pre-Deconsolidation Period.

Filing of Tax Returns. (i) Loews The Seller Representative shall have prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of the sole Company with respect to flow- through income Taxes that are imposed on the Sellers that cover a Pre-Closing Tax Period other than a Straddle Period, including any such Tax Returns filed after the Closing Date (the “Pre-Closing Flow-Through Returns”). The Seller Representative shall submit a copy of each such Pre-Closing Flow-Through Return, and exclusive responsibility for preparing and filing each any other material Tax Return required to be filed after by, on behalf of, or with respect to, the Deconsolidation Date that includes Company or any member of its Subsidiaries on or prior to the Loews Group Closing Date, to the Buyer Representative for the Buyer Representative’s review and comment no less than twenty (each20) Business Days (in the case of any Pre-Closing Flow-Through Return, or a “Loews Filed reasonable amount of time, in the case of any other material Tax Return”). Lorillard shall prepare and deliver (at its own cost and expense) prior to Loews in a manner consistent with past practice pro forma Tax Returns (including work papers) and any other information that Loews deems necessary to prepare and timely file any Loews Filed Tax Return with respect to each member of the Lorillard Group included in, or reflected on, a Loews Filed Tax Return no later than ninety days before the due date for the timely filing of such Tax Return, or if the relevant Tax Return due date is within twenty (giving effect to valid extensions thereof), provided, however, that with respect to the Loews Filed Tax Return 20) Business Days of the Loews Consolidated Group for the taxable period ending on December 31date of this Agreement, 2008, Lorillard shall prepare and deliver such pro forma Tax Returns and information no later than ninety days as promptly as practical after the Deconsolidation Date. Each member date of the Lorillard Group hereby irrevocably authorizes this Agreement, and designates Loews as its agent, coordinator and administrator for the purpose shall consider in good faith any of taking any and all actions necessary or incidental to the filing of any such Loews Filed Tax Returns and, except as otherwise provided in this Article IV, for the purpose of making payments to, or collecting refunds from, any Governmental Entity in respect of a Loews Filed Tax Return. Except as otherwise provided in this Article IV, Loews shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Loews Filed Tax Return and to determine whether any refunds of Taxes shall be received by way of refund or credit against a current or future Tax liabilityBuyer Representative’s comments thereon. (ii) Lorillard The Buyer Representative shall have the sole prepare and exclusive responsibility for preparing timely file, or cause to be prepared and filing each timely filed, all Tax Return Returns, other than Pre-Closing Flow-Through Returns, that are required to be filed by or with respect to the Company or any of its Subsidiaries after the Deconsolidation Date that includes Closing Date, including any member Tax Returns of the Lorillard Group which is not Company with respect to flow-through income Taxes that cover a Loews Filed Tax Return Straddle Period (each, a “Lorillard Filed Tax Straddle Period Flow-Through Return”). Except as otherwise required by law; provided, Lorillard that to the extent that any such material Tax Return relates to a Pre-Closing Tax Period, the Buyer Representative shall prepare provide such Tax Return to the Seller Representative for review and file all Lorillard Filed Tax Returns on a basis that is consistent with the Tax Materials and shall approval (such approval not take any position to be unreasonably withheld conditioned or delayed) no less than twenty (or make any election20) Business Days (in the preparation and case of any Straddle Period Flow-Through Return, or a reasonable amount of time, in the case of any other material Tax Return) prior to the due date for timely filing of such Lorillard Filed Tax Returns that Returns, or if the due date is inconsistent with any position or election made by Loews in connection with the preparation and filing of any Tax Return within twenty (20) Business Days of the Loews Consolidated Group that includes Closing Date, as promptly as practical after the Closing Date, and the Sellers shall remit or cause to be remitted to the Company or the Buyers any Pre-Deconsolidation PeriodClosing Taxes to the extent not taken into account for purposes of determining Indebtedness. In the event that Buyers and Sellers have any disagreement regarding a Straddle Period Flow-Through Return (or any other material Tax Return reporting Pre-Closing Taxes), the Buyers and the Sellers shall endeavor in good faith to resolve such disagreement within twenty (20) days of the Seller Representative’s receipt of such draft Tax Return, and any disputes remaining after such period shall be submitted to the Arbitration Firm for resolution in accordance with the procedures set forth in Section 2.9(b) (to the extent applicable).

Filing of Tax Returns. (ia) Loews The Company shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Company that are required to be filed on or prior to the Closing Date (taking into account, for these purposes, any extension of the time to file any such Tax Return), including any amended Tax Returns required for such periods. Unless otherwise required by applicable Law, every material position taken on such Tax Returns shall be reasonably consistent with the methodology and elections employed by the Company in prior years. The Company shall provide Buyer with copies of any Tax Returns described in the preceding sentence that have not been provided to Buyer prior to the sole date hereof. (b) Seller shall prepare or cause to be prepared and exclusive responsibility Buyer shall file or cause to be filed all Tax Returns for preparing and filing each the Company for all Tax Return periods ending on or prior to the Closing Date that are required to be filed after the Deconsolidation Date that includes any member Closing Date. Unless otherwise required by applicable Law, every material position taken on such Tax Returns shall be reasonably consistent with the methodology and elections employed by the Company in prior years. Seller shall permit Buyer to review and comment on each such Tax Return described in the preceding sentence prior to filing as provided herein. Not less than 30 days before the earlier of the Loews Group due date of any such Tax Return or the date on which such Tax Returns are to be filed, Seller shall furnish a draft of such Tax Return (eachas proposed to be filed) to Buyer for its review. Not less than 20 days before the earlier of the due date of such Tax Return or the date on which such Tax Return is to be filed, a “Loews Filed Buyer shall forward to Seller any comments it may have relating to such Tax Return”, and Buyer and Seller agree to resolve in good faith any disputes regarding such Tax Return. Not less than 15 days before a payment is due with respect to such Tax Return (or extension request), Seller shall forward to Buyer a schedule indicating the amount of Tax due with respect to the Tax Return (or extension request). Lorillard Not less than five days before the earlier of the due date of such Tax Return (or extension request) or the date on which such Tax Return (or extension request) is to be filed, Seller shall prepare and deliver forward to Buyer the Tax Return (at its own cost and expenseor extension request) to Loews be filed. Any dispute regarding such Tax Returns that cannot be resolved by negotiation between Buyer and Seller shall be resolved by the Independent Accounting Firm; provided, that, in resolving a dispute with respect to a Tax Return, the Independent Accounting Firm shall be bound by the requirement that the Tax Return be prepared in a manner consistent with past practice pro forma Tax Returns reporting practices of the Company unless otherwise required in accordance with applicable Law (including work papers) and any other information it being understood that Loews deems necessary to prepare and timely file any Loews Filed a position taken on a Tax Return is in accordance with applicable Law if there is at least a reasonable basis for such position). The fees and expenses of the Independent Accounting Firm (a) shall be borne by Seller in the proportion that the aggregate dollar amount of such disputed items so submitted that are successfully disputed by Buyer (as finally determined by the Independent Accounting Firm) bears to the aggregate dollar amount of such items so submitted and (b) shall be borne by Buyer in the proportion that the aggregate dollar amount of such disputed items so submitted that are unsuccessfully disputed by Buyer (as finally determined by the Independent Accounting Firm) bears to the aggregate dollar amount of such items so submitted. Buyer and Seller shall make available to the Independent Accounting Firm and to each other all relevant books and records and working papers relating to the Tax Return under dispute and all other items reasonably requested by the Independent Accounting Firm. If any dispute with respect to each member a Tax Return is not resolved prior to the due date of such Tax Return, such Tax Return shall be filed in the manner in which the Party responsible for filing such Tax Return deems correct and the Tax shown as due on such Tax Return shall be paid in accordance with this, and if the dispute is subsequently resolved by the Independent Accounting Firm in a manner that differs from the manner in which the Tax Return was filed, Buyer shall cause the Company to promptly file an amended Tax Return in a manner consistent with the resolution of the Lorillard Group included indispute, and any Tax refund or Tax credit shall be paid to Seller. Seller shall reimburse Buyer for any Taxes of the Company with respect to such periods within 15 days after payment by Buyer or the Company of such Taxes to the extent such Taxes are not reflected onin the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the Interim Balance Sheet (or in any notes thereto). (c) Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date. Unless otherwise required by applicable Law, a Loews Filed every material position taken on such Tax Returns shall be reasonably consistent with the methodology and elections employed by the Company in prior years. Buyer shall permit Seller to review and comment on each such Tax Return no later described in the first sentence of this clause (c) prior to filing as provided herein. Not less than ninety 30 days before the earlier of the due date of any such Tax Return or the date on which such Tax Returns are to be filed, Buyer shall furnish a draft of such Tax Return (as proposed to be filed) to Seller for its review. Not less than 20 days before the earlier of the due date of such Tax Return or the date on which such Tax Return is to be filed, Seller shall forward to Buyer any comments it may have relating to such Tax Return, and Buyer and Seller agree to resolve in good faith any disputes regarding such Tax Return. Not less than five days before the earlier of the due date of such Tax Return or the date on which such Tax Return is to be filed, Buyer shall forward to Seller the Tax Return to be filed. Any dispute regarding such Tax Returns that cannot be resolved by negotiation between Buyer and Seller shall be resolved by the Independent Accounting Firm; provided, that, in resolving a dispute with respect to a Tax Return, the Independent Accounting Firm shall be bound by the requirement that the Tax Return be prepared in a manner consistent with past reporting practices of the Company unless otherwise required by applicable Law (it being understood that a position is in accordance with applicable Law if there is at least a reasonable basis for such position). The fees and expenses of the Independent Accounting Firm (a) shall be borne by Seller in the proportion that the aggregate dollar amount of such disputed items so submitted that are unsuccessfully disputed by Seller (as finally determined by the Independent Accounting Firm) bears to the aggregate dollar amount of such items so submitted and (b) shall be borne by Buyer in the proportion that the aggregate dollar amount of such disputed items so submitted that are successfully disputed by Seller (as finally determined by the Independent Accounting Firm) bears to the aggregate dollar amount of such items so submitted. Buyer and Seller shall make available to the Independent Accounting Firm and to each other all relevant books and records and working papers relating to the Tax Return under dispute and all other items reasonably requested by the Independent Accounting Firm. If any dispute with respect to a Tax Return is not resolved prior to the due date of such Tax Return, such Tax Return shall be filed in the manner in which the Party responsible for filing such Tax Return deems correct and the Tax shown as due on such Tax Return shall be paid in accordance with this Section, and if the dispute is subsequently resolved by the Independent Accounting Firm in a manner that differs from the manner in which the Tax Return was filed, Buyer shall cause the Company to promptly file an amended Tax Return in a manner consistent with the resolution of the dispute, and any Tax refund or Tax credit that relates to the portion of the Tax period covered by the Tax Return shall be paid to Seller. Seller shall pay to Buyer within 15 days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date to the extent such Taxes are not reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Interim Balance Sheet (or in any notes thereto). For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period, and (y) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be allocated to the period before the Closing Date and the period after the Closing Date on a closing of the books method, except that credits shall not be allocated to the period before the Closing Date to the extent such credit is reflected on the Final Settlement Statement, and any refunds (or portions thereof) relating to the Taxable period ended on or prior to the Closing Date shall be promptly paid to Seller. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company. Should Buyer take a purely elective tax position in a Tax Return of the Company that relates solely to periods after the Closing Date in which Buyer adopts a purely elective filing position different or otherwise inconsistent with that taken with respect to periods prior to, or inclusive of periods prior to, the Closing Date and such position directly results in a requirement that the Company or its Affiliates must amend prior tax returns or become liable for additional Taxes with respect to pre-Closing periods arising from such position, Seller shall not bear any responsibility for such additional Taxes. (d) Buyer and Seller shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to this Section 8.8 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer and Seller agree to (i) retain all books and records with respect to Tax matters pertinent to the Company relating to any Taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective Taxable periods, and to abide by all record retention agreements entered into with any Taxing authority, and (ii) give the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, the Company or Seller, as the case may be, shall allow the other Party to take possession of such books and records. In addition, Buyer and Seller will, to the maximum extent allowed by applicable Law, elect with the relevant Taxing authorities to treat the portion any Tax Return periods described in Section 8.8(c) that begins before the Closing Date as a short Taxable period that ends on the Closing Date. (giving effect e) Buyer and Seller further agree, upon request, to valid extensions thereofuse their reasonable best efforts (including those actions described in Section 8.8(f)) to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, provided, however, reduce or eliminate any Tax that could be imposed (including with respect to the Loews Filed Tax Return of the Loews Consolidated Group for the taxable period ending on December 31transactions contemplated hereby). (f) All transfer, 2008documentary, Lorillard sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement shall prepare be paid by Buyer when due, and deliver such pro forma Seller and Buyer shall cooperate in filing all necessary Tax Returns and information no later than ninety days after other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable Law, the Deconsolidation Date. Each member of other Party shall, and shall cause its Affiliates to, join in the Lorillard Group hereby irrevocably authorizes and designates Loews as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing execution of any such Loews Filed Tax Returns and, except as otherwise provided in this Article IV, for the purpose and other documentation. The expense of making payments to, or collecting refunds from, any Governmental Entity in respect of a Loews Filed Tax Return. Except as otherwise provided in this Article IV, Loews shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Loews Filed Tax Return and to determine whether any refunds of Taxes such filings shall be received paid by way of refund or credit against a current or future Tax liabilityBuyer. (ii) Lorillard shall have the sole and exclusive responsibility for preparing and filing each Tax Return required to be filed after the Deconsolidation Date that includes any member of the Lorillard Group which is not a Loews Filed Tax Return (each, a “Lorillard Filed Tax Return”). Except as otherwise required by law, Lorillard shall prepare and file all Lorillard Filed Tax Returns on a basis that is consistent with the Tax Materials and shall not take any position (or make any election) in the preparation and filing of such Lorillard Filed Tax Returns that is inconsistent with any position or election made by Loews in connection with the preparation and filing of any Tax Return of the Loews Consolidated Group that includes any Pre-Deconsolidation Period.

Filing of Tax Returns. (ia) Loews Seller shall have prepare all Income Tax Returns of the sole Company or any of its Subsidiaries for any Pre-Closing Tax Period and exclusive responsibility with a due date (taking into account extensions) after the Closing Date (each, a “Pre-Closing Income Return”). Such Pre-Closing Income Returns shall, to the maximum extent permitted by applicable Law, include the Transaction Tax Deductions as deductions for the Company for the taxable period ending on the Closing Date. Seller shall provide Buyer with copies of any Pre-Closing Income Returns at least 30 days before the due date for filing thereof, along with supporting work-papers, for Buyer’s review and consent (which consent shall not be unreasonably withheld, conditioned or delayed). Subject to Section 7.1(c), Buyer shall timely file all Pre-Closing Income Returns. No sooner than five (5) Business Days prior to the due date for payment of Taxes with respect to such Pre-Closing Income Returns, Buyer may seek payment of the amount of Indemnified Taxes with respect to such Pre-Closing Income Returns from the Indemnity Escrow Funds to the extent recovery with respect thereto is not available to Buyer under the R&W Insurance Policy. Any costs, fees and expenses in connection with the preparing and filing each Tax Return of any Pre-Closing Income Returns shall be borne by Seller. (b) Buyer shall timely prepare and file all Returns required to be filed after the Deconsolidation Closing Date that includes by the Company and its Subsidiaries for a Pre-Closing Tax Period or Straddle Period, other than any member of the Loews Group Returns described in Section 7.1(a) (each, a “Loews Filed Tax Pre-Closing Return”). Lorillard Buyer shall prepare and deliver (at its own cost and expense) use commercially reasonable efforts to Loews in a manner consistent provide Seller with past practice pro forma copies of any Pre-Closing Return that are Income Tax Returns at least thirty (including work papers30) days before the due date for filing thereof and any other information Pre-Closing Returns that Loews deems necessary to prepare are not Income Tax Returns as promptly as reasonably practicable (but in no event later than one (1) Business Day before the due date), along with supporting work-papers, for Seller’s review and timely file any Loews Filed Tax Return consent (which consent shall not be unreasonably withheld, conditioned or delayed). Buyer may seek payment of the amount of Indemnified Taxes with respect to each member such Pre-Closing Income Returns from the Indemnity Escrow Funds to the extent recovery with respect thereto is not available to Buyer under the R&W Insurance Policy (i) for Pre-Closing Returns relating to Income Taxes, no sooner than five (5) Business Days prior to the due date for payment of Taxes with respect to such Returns and (ii) for Pre-Closing Returns relating to non-Income Taxes, no sooner than one (1) Business Day prior to the Lorillard Group included in, or reflected on, a Loews Filed Tax due date for payment of Taxes with respect to such Returns. (c) Seller and Buyer shall attempt in good faith to resolve any disagreements regarding any Return no later than ninety days described in this Section 7.1 before the due date for the filing of such Return. If Seller and Buyer are unable to resolve any disagreement within 10 days following the relevant Tax preparing party’s delivery of such Return to the reviewing party, such dispute shall be resolved by the Independent Accounting Firm on at least more-likely-than-not basis. If the Independent Accounting Firm cannot resolve a dispute (giving effect or if Seller and Buyer are unable to valid extensions thereofresolve any disagreements) before the due date for filing the applicable Return, Buyer shall file the Return as prepared by the preparing party (but reflecting any changes to which Seller and Buyer have agreed), providedand shall be permitted to file an amendment to such Return if the Independent Accounting Firm determines that such amendment is required. The costs, however, that with respect to the Loews Filed Tax Return fees and expenses of the Loews Consolidated Group for Independent Accounting Firm shall be borne in the taxable period ending on December 31, 2008, Lorillard shall prepare and deliver such pro forma Tax Returns and information no later than ninety days after the Deconsolidation Date. Each member of the Lorillard Group hereby irrevocably authorizes and designates Loews same manner as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Loews Filed Tax Returns and, except as otherwise provided in this Article IV, for the purpose of making payments to, or collecting refunds from, any Governmental Entity in respect of a Loews Filed Tax Return. Except as otherwise provided in this Article IV, Loews shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Loews Filed Tax Return and to determine whether any refunds of Taxes shall be received by way of refund or credit against a current or future Tax liabilitySection 2.7(e). (ii) Lorillard shall have the sole and exclusive responsibility for preparing and filing each Tax Return required to be filed after the Deconsolidation Date that includes any member of the Lorillard Group which is not a Loews Filed Tax Return (each, a “Lorillard Filed Tax Return”). Except as otherwise required by law, Lorillard shall prepare and file all Lorillard Filed Tax Returns on a basis that is consistent with the Tax Materials and shall not take any position (or make any election) in the preparation and filing of such Lorillard Filed Tax Returns that is inconsistent with any position or election made by Loews in connection with the preparation and filing of any Tax Return of the Loews Consolidated Group that includes any Pre-Deconsolidation Period.

Filing of Tax Returns. (ia) Loews The Company shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Company that are required to be filed on or prior to the Closing Date (taking into account, for these purposes, any extension of the time to file any such Tax Return), including any amended Tax Returns required for such periods. Unless otherwise required by applicable Law, every material position taken on such Tax Returns shall be reasonably consistent with the methodology and elections employed by the Company in prior years. The Company shall provide Buyer with copies of any Tax Returns described in the preceding sentence that have not been provided to Buyer prior to the sole date hereof. (b) Sellers shall prepare or cause to be prepared and exclusive responsibility Buyer shall file or cause to be filed all Tax Returns for preparing and filing each the Company for all Tax Return periods ending on or prior to the Closing Date that are required to be filed after the Deconsolidation Date that includes any member Closing Date. Unless otherwise required by applicable Law, every material position taken on such Tax Returns shall be reasonably consistent with the methodology and elections employed by the Company in prior years. Sellers shall permit Buyer to review and comment on each such Tax Return described in the preceding sentence prior to filing as provided herein. Not less than 30 days before the earlier of the Loews Group due date of any such Tax Return or the date on which such Tax Returns are to be filed, Sellers shall furnish a draft of such Tax Return (eachas proposed to be filed) to Buyer for its review. Not less than 20 days before the earlier of the due date of such Tax Return or the date on which such Tax Return is to be filed, a “Loews Filed Buyer shall forward to Sellers any comments it may have relating to such Tax Return, and Buyer and Sellers agree to resolve in good faith any disputes regarding such Tax Return. Not less than 15 days before a payment is due with respect to such Tax Return (or extension request), Sellers shall forward to Buyer a schedule indicating the amount of Tax due with respect to the Tax Return (or extension request). Not less than five days before the earlier of the due date of such Tax Return (or extension request) or the date on which such Tax Return (or extension request) is to be filed, Sellers shall forward to Buyer the Tax Return (or extension request) to be filed. Any dispute regarding such Tax Returns that cannot be resolved by negotiation between Buyer and Sellers shall be resolved by a mutually agreed accounting firm (an “Independent Accounting Firm”). Lorillard ; provided, that, in resolving a dispute with respect to a Tax Return, the Independent Accounting Firm shall prepare and deliver (at its own cost and expense) to Loews be bound by the requirement that the Tax Return be prepared in a manner consistent with past practice pro forma Tax Returns reporting practices of the Company unless otherwise required in accordance with applicable Law (including work papers) and any other information it being understood that Loews deems necessary to prepare and timely file any Loews Filed a position taken on a Tax Return is in accordance with applicable Law if there is at least a reasonable basis for such position). The fees and expenses of the Independent Accounting Firm (a) shall be borne by Sellers in the proportion that the aggregate dollar amount of such disputed items so submitted that are successfully disputed by Buyer (as finally determined by the Independent Accounting Firm) bears to the aggregate dollar amount of such items so submitted and (b) shall be borne by Buyer in the proportion that the aggregate dollar amount of such disputed items so submitted that are unsuccessfully disputed by Buyer (as finally determined by the Independent Accounting Firm) bears to the aggregate dollar amount of such items so submitted. Buyer and Sellers shall make available to the Independent Accounting Firm and to each other all relevant books and records and working papers relating to the Tax Return under dispute and all other items reasonably requested by the Independent Accounting Firm. If any dispute with respect to each member a Tax Return is not resolved prior to the due date of such Tax Return, such Tax Return shall be filed in the manner in which the Party responsible for filing such Tax Return deems correct and the Tax shown as due on such Tax Return shall be paid in accordance with this, and if the dispute is subsequently resolved by the Independent Accounting Firm in a manner that differs from the manner in which the Tax Return was filed, Buyer shall cause the Company to promptly file an amended Tax Return in a manner consistent with the resolution of the Lorillard Group included indispute, and any Tax refund or Tax credit shall be paid to Sellers. Sellers shall reimburse Buyer for any Taxes of the Company with respect to such periods within 15 days after payment by Buyer or the Company of such Taxes to the extent such Taxes are not reflected onin the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the Financial Statements (or in any notes thereto). (c) Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date. Unless otherwise required by applicable Law, a Loews Filed every material position taken on such Tax Returns shall be reasonably consistent with the methodology and elections employed by the Company in prior years. Buyer shall permit Sellers to review and comment on each such Tax Return no later described in the first sentence of this clause (c) prior to filing as provided herein. Not less than ninety 30 days before the earlier of the due date for of any such Tax Return or the filing date on which such Tax Returns are to be filed, Buyer shall furnish a draft of the relevant such Tax Return (giving effect as proposed to valid extensions thereof)be filed) to Sellers for their review. Not less than 20 days before the earlier of the due date of such Tax Return or the date on which such Tax Return is to be filed, Sellers shall forward to Buyer any comments it may have relating to such Tax Return, and Buyer and Sellers agree to resolve in good faith any disputes regarding such Tax Return. Not less than five days before the earlier of the due date of such Tax Return or the date on which such Tax Return is to be filed, Buyer shall forward to Sellers the Tax Return to be filed. Any dispute regarding such Tax Returns that cannot be resolved by negotiation between Buyer and Sellers shall be resolved by the Independent Accounting Firm; provided, howeverthat, that in resolving a dispute with respect to a Tax Return, the Loews Filed Independent Accounting Firm shall be bound by the requirement that the Tax Return be prepared in a manner consistent with past reporting practices of the Company unless otherwise required by applicable Law (it being understood that a position is in accordance with applicable Law if there is at least a reasonable basis for such position). The fees and expenses of the Independent Accounting Firm (a) shall be borne by Sellers in the proportion that the aggregate dollar amount of such disputed items so submitted that are unsuccessfully disputed by Sellers (as finally determined by the Independent Accounting Firm) bears to the aggregate dollar amount of such items so submitted and (b) shall be borne by Buyer in the proportion that the aggregate dollar amount of such disputed items so submitted that are successfully disputed by Sellers (as finally determined by the Independent Accounting Firm) bears to the aggregate dollar amount of such items so submitted. Buyer and Sellers shall make available to the Independent Accounting Firm and to each other all relevant books and records and working papers relating to the Tax Return under dispute and all other items reasonably requested by the Independent Accounting Firm. If any dispute with respect to a Tax Return is not resolved prior to the due date of such Tax Return, such Tax Return shall be filed in the manner in which the Party responsible for filing such Tax Return deems correct and the Tax shown as due on such Tax Return shall be paid in accordance with this Section, and if the dispute is subsequently resolved by the Independent Accounting Firm in a manner that differs from the manner in which the Tax Return was filed, Buyer shall cause the Company to promptly file an amended Tax Return in a manner consistent with the resolution of the dispute, and any Tax refund or Tax credit that relates to the portion of the Tax period covered by the Tax Return shall be paid to Sellers. Sellers shall pay to Buyer within 15 days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date to the extent such Taxes are not reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Financial Statements (or in any notes thereto). For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period, and (y) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be allocated to the period before the Closing Date and the period after the Closing Date on a closing of the books method, except that credits shall not be allocated to the period before the Closing Date to the extent such credit is reflected on the Post-Closing Settlement Statement, and any refunds (or portions thereof) relating to the Taxable period ended on or prior to the Closing Date shall be promptly paid to Sellers. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company. Should Buyer take a purely elective tax position in a Tax Return of the Loews Consolidated Group for the taxable period ending on December 31, 2008, Lorillard shall prepare and deliver such pro forma Tax Returns and information no later than ninety days Company that relates solely to periods after the Deconsolidation Date. Each member of the Lorillard Group hereby irrevocably authorizes and designates Loews as its agent, coordinator and administrator for the purpose of taking any and all actions necessary Closing Date in which Buyer adopts a purely elective filing position different or incidental otherwise inconsistent with that taken with respect to the filing of any such Loews Filed Tax Returns and, except as otherwise provided in this Article IV, for the purpose of making payments periods prior to, or collecting refunds frominclusive of periods prior to, the Closing Date and such position directly results in a requirement that the Company or its Affiliates must amend prior tax returns or become liable for additional Taxes with respect to pre-Closing periods arising from such position, Sellers shall not bear any Governmental Entity in respect of a Loews Filed Tax Return. Except as otherwise provided in this Article IV, Loews shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Loews Filed Tax Return and to determine whether any refunds of Taxes shall be received by way of refund or credit against a current or future Tax liability. (ii) Lorillard shall have the sole and exclusive responsibility for preparing and filing each Tax Return required to be filed after the Deconsolidation Date that includes any member of the Lorillard Group which is not a Loews Filed Tax Return (each, a “Lorillard Filed Tax Return”). Except as otherwise required by law, Lorillard shall prepare and file all Lorillard Filed Tax Returns on a basis that is consistent with the Tax Materials and shall not take any position (or make any election) in the preparation and filing of such Lorillard Filed Tax Returns that is inconsistent with any position or election made by Loews in connection with the preparation and filing of any Tax Return of the Loews Consolidated Group that includes any Pre-Deconsolidation Periodadditional Taxes.

Filing of Tax Returns. (i) Loews To the extent permitted by Law, Seller shall have include the sole Company and exclusive responsibility the Subsidiaries in the consolidated federal and consolidated or unitary state income tax returns filed by Seller for preparing periods prior to and filing each Tax Return required to be filed after including the Deconsolidation Closing Date that includes any member and shall include the activity of the Loews Group (each, Company and the Subsidiaries up through and including the Closing Date in such returns. The returns shall be prepared on a “Loews Filed Tax Return”). Lorillard shall prepare and deliver (at its own cost and expense) to Loews in a manner basis consistent with past practice practices and shall not make or change any election applicable to the Company or any Subsidiary without Purchaser's written consent. Seller shall provide the Company with separate pro forma Tax Returns returns for the Company and the Subsidiaries not less than thirty (30) days prior to the filing date and accommodate reasonable comments made by the Company within fifteen (15) days after the delivery of such proforma returns to the Company. Seller, with the assistance of the Company, shall prepare books and working papers (including work papers) and any other information that Loews deems necessary to prepare and timely file any Loews Filed Tax Return with respect to each member a closing of the Lorillard Group included in, or reflected on, a Loews Filed Tax Return no later than ninety days before books) which will clearly demonstrate the due date income and activities of the Company and the Subsidiaries for the filing of the relevant Tax Return (giving effect to valid extensions thereof), provided, however, that with respect to the Loews Filed Tax Return of the Loews Consolidated Group for the taxable period ending on December 31the Closing Date and any Pre-Closing Partial Period. Purchaser shall include the activity of the Company and the Subsidiaries for periods beginning after the Closing Date in the consolidated federal income tax return filed by Purchaser. As set forth in this Agreement in more detail below, 2008, Lorillard Seller shall prepare any and deliver such pro forma all Final Pre-Closing Period Tax Returns, as well as any Income and Property Tax returns of the Company for taxable periods which begin prior to the Closing Date and which end after the Closing Date (the "Final Stand Alone Tax Returns") (the Final Pre-Closing Period Tax Returns and information no later than ninety days after the Deconsolidation Date. Each member of the Lorillard Group hereby irrevocably authorizes and designates Loews as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Loews Filed Final Stand Alone Tax Returns and, except as otherwise provided in this Article IV, for the purpose of making payments to, or collecting refunds from, any Governmental Entity in respect of a Loews Filed Tax Return. Except as otherwise provided in this Article IV, Loews shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Loews Filed Tax Return and to determine whether any refunds of Taxes aggregate shall be received by way of refund or credit against a current or future referred to as the "Final Income and Property Tax liability. (ii) Lorillard shall have the sole and exclusive responsibility for preparing and filing each Tax Return required to be filed after the Deconsolidation Date that includes any member of the Lorillard Group which is not a Loews Filed Tax Return (each, a “Lorillard Filed Tax Return”Returns"). Except as otherwise required by law, Lorillard Seller shall prepare and file all Lorillard Filed Final Pre-Closing Period Tax Returns on a basis that is consistent with the Income and Property Tax Materials returns of the Company for all previous years. Subject to Seller's right, if any, to any tax sharing payments pursuant to Section 9.2 of this Agreement, Seller shall pay the amount, if any, due with such Final Pre-Closing Period Tax Returns. Seller shall prepare all Final Stand Alone Tax Returns on a basis consistent with the Income and Property Tax returns of the Company for all previous years. Notwithstanding the foregoing, with respect to the Final Stand Alone Tax Returns, to the extent there are any new elections to be made by the Company or tax returns positions with respect to new issues to be taken by the Company which have not been previously addressed in the Company's prior tax returns, Seller shall give Purchaser notice of such event and Purchaser shall be entitled to instruct Seller as to whether or not to make any such elections or take any such tax return position (or make any election) in the preparation and filing of such Lorillard Filed Final Stand Alone Tax Returns that Seller is preparing. Seller shall deliver each Final Stand Alone Tax Return to Purchaser no later than thirty (30) days prior to the due date of such return for Purchaser's review. Purchaser shall review, approve (which approval may not be unreasonably withheld), sign and timely file such tax return with the appropriate taxing authority. Purchaser or the Company shall be responsible for and shall make the payment of any remaining taxes due with the return, if any; provided, however, Seller shall deliver to Company any payments made with respect to such returns under any tax sharing arrangement to the extent such amounts were not delivered to the respective taxing authorities. If Purchaser shall object to the return as prepared, Purchaser shall so notify Seller in writing no later than fifteen (15) days after such return has been delivered to Purchaser as to the nature of such objection. If the parties are unable to resolve their differences regarding the preparation of the return, then Company's Accountants shall review the returns and any related workpapers and position papers of the parties and decide how the tax return should properly be filed, provided that the Company's Accountants shall take into account that such returns must be prepared on a basis consistent with prior tax returns subject to any elections by Purchaser pursuant to the immediately preceding paragraph. The determination of the Company's Accountants shall be binding on the parties. Notwithstanding anything in this Agreement to the contrary, if Purchaser or the Company files any return which is inconsistent with the return as prepared by Seller, as mutually agreed by Seller and Purchaser, or as determined by the Company's Accountants, as the case may be, Seller shall no longer have any position indemnification obligation pursuant to this Agreement with respect to any Taxes or election made other damages arising out of, or related to, the item or issues so altered on such tax return. Purchaser shall prepare and file all other Tax returns of the Company, other than the Final Income and Property Tax Returns, which have not yet been filed prior to the Closing Date and shall be responsible for and make any remaining tax payments due with such returns, if any. Any expenses incurred by Loews the parties in connection with the preparation and filing of any Tax Return use of the Loews Consolidated Group that includes any Pre-Deconsolidation PeriodCompany's Accountants in connection with a resolution of a dispute under this Article 9 shall be shared equally by the parties.

Filing of Tax Returns. (i) Loews Parent shall have prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of the sole Company and exclusive responsibility each of its Subsidiaries for preparing and filing each any Pre- Closing Tax Return Period or Straddle Period required to be filed after the Deconsolidation Closing Date that includes any member of (such Tax Returns referred to herein as the Loews Group (each, a “Loews Filed Parent-Prepared Tax ReturnReturns”). Lorillard All Parent-Prepared Tax Returns relating solely to a Pre-Closing Tax Period shall prepare be prepared at the sole expense of the Former Holders of Company Capital Stock and deliver (at its own cost and expense) to Loews Exchanged Options. All Parent-Prepared Tax Returns shall be prepared in a manner consistent with the past practice pro forma practices of the Company and its Subsidiaries, except as otherwise required by applicable Law. All Tax Benefits shall be reported on applicable Income Tax Returns solely as Income Tax deductions of the Company and/or the Subsidiaries for the Pre-Closing Tax Period or allocated to the portion of the Straddle Period ending on the Closing Date and shall not be treated or reported as Income Tax deductions for any period beginning after the Closing Date, including under Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) (including work papersor any comparable or similar provision under state or local Law) to the extent allowable by Law. If and to the extent that Former Holders of Company Capital Stock and Exchanged Options have any other information that Loews deems necessary liability pursuant to prepare and timely file Section 7.1(b) for the Taxes shown as due on any Loews Filed Parent-Prepared Tax Return (with respect to each member copies of the Lorillard Group included inany relevant schedules, or reflected onwork papers and other documentation then available), a Loews Filed Parent shall submit such Parent-Prepared Tax Return no later to the Shareholder Representatives for comment and review (i) not less than ninety days before twenty-five (25) Business Days prior to the due date for the filing of the relevant such Tax Return in the case of a Parent-Prepared Tax Return that is an Income Tax Return, and (giving effect to valid extensions thereof), provided, however, that with respect ii) not less than ten (10) Business Days prior to the Loews Filed due date for the filing of such Tax Return in the case of the Loews Consolidated Group for the taxable period ending on December 31, 2008, Lorillard a Parent-Prepared Tax Return that is not an Income Tax Return. Parent shall prepare and deliver make (or cause to be made) any changes to such pro forma Parent-Prepared Tax Returns and information reasonably requested in writing by the Shareholder Representatives no later than ninety days after the Deconsolidation Date. Each member of the Lorillard Group hereby irrevocably authorizes and designates Loews as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental (x) ten (10) Business Days prior to the filing of any date on which such Loews Filed Tax Returns and, except as otherwise provided in this Article IV, for the purpose of making payments to, or collecting refunds from, any Governmental Entity in respect of a Loews Filed Tax Return. Except as otherwise provided in this Article IV, Loews shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Loews Filed Parent- Prepared Tax Return and to determine whether any refunds of Taxes shall be received by way of refund or credit against a current or future Tax liability. (ii) Lorillard shall have the sole and exclusive responsibility for preparing and filing each that is an Income Tax Return is required to be filed after filed, and (y) five (5) Business Days prior to the Deconsolidation Date that includes any member of the Lorillard Group date on which is not a Loews Filed such Parent-Prepared Tax Return (each, a “Lorillard Filed Tax Return”). Except as otherwise required by law, Lorillard shall prepare and file all Lorillard Filed Tax Returns on a basis that is consistent with the Tax Materials and shall not take any position (or make any election) in the preparation and filing of such Lorillard Filed Tax Returns that is inconsistent with any position or election made by Loews in connection with the preparation and filing of any an Income Tax Return is required to be filed. The Former Holders of the Loews Consolidated Group that includes any Company Capital Stock and Exchanged Options shall promptly pay to Parent all Pre-Deconsolidation Period.Closing Taxes reflected on all filed Parent-Prepared Tax Returns, except to the extent and in such amount as such Pre-Closing Taxes were taken into account as

Filing of Tax Returns. (ia) Loews The PWMG Holdings Affiliated Group shall have include the sole income of the Acquired Company (including any deferred items triggered into income by Treasury Regulation Section 1.1502-13 and exclusive responsibility for preparing and filing each any excess loss account taken into income under Treasury Regulation Section 1.1502-19) on the consolidated federal income Tax Return required of the PWMG Holdings Affiliated Group for all periods ending on or before the Closing Date and shall pay any federal income tax attributable to such income. For all taxable periods ending on or before the Closing Date, to the extent not already filed, the PWMG Holdings Affiliated Group shall cause the Acquired Company to join in the consolidated federal income Tax Return of the PWMG Holdings Affiliated Group and, in jurisdictions requiring separate reporting from the Acquired Company, to file state and local income Tax Returns. All such Tax Returns shall be prepared (or cause to be prepared) and filed after (or caused to be filed) by the Deconsolidation Date that includes PWMG Holdings Affiliated Group in a manner consistent with the past practice. At least 30 days prior to the filing of any member such separate-company Tax Return, HTC or Seller shall provide Buyer with a copy of such Tax Return for Buyer’s review and comment and shall make such revisions to such Tax Returns as are reasonably requested by Buyer. (b) Buyer shall prepare (or cause to be prepared) and file (or cause to be filed) all Tax Returns of each of the Loews Group (eachAcquired Company for all taxable periods other than those for which the PWMG Holdings Affiliated Group, HTC or Seller is responsible pursuant to Section 11.2(a) of this Agreement, provided however, that with respect to any such Tax Returns for a “Loews Filed Tax Return”). Lorillard Straddle Period, Buyer shall prepare and deliver (at its own cost and expense) to Loews such Tax Returns in a manner consistent with past practice pro forma Tax Returns (including work papers) and any other information that Loews deems necessary to prepare and timely file any Loews Filed Tax Return with respect to each member of the Lorillard Group included in, or reflected on, a Loews Filed Tax Return no later than ninety Acquired Company. At least 30 days before the due date for the filing of the relevant Tax Return (giving effect to valid extensions thereof), provided, however, that with respect to the Loews Filed Tax Return of the Loews Consolidated Group for the taxable period ending on December 31, 2008, Lorillard shall prepare and deliver such pro forma Tax Returns and information no later than ninety days after the Deconsolidation Date. Each member of the Lorillard Group hereby irrevocably authorizes and designates Loews as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental prior to the filing of any such Loews Filed Tax Returns and, except as otherwise provided in this Article IV, for the purpose of making payments to, or collecting refunds from, any Governmental Entity in respect of a Loews Filed Tax Return. Except as otherwise provided in this Article IV, Loews shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Loews Filed Tax Return and with respect to determine whether any refunds a Straddle Period, Buyer shall provide HTC or Seller with a copy of Taxes shall be received by way of refund or credit against a current or future Tax liability. (ii) Lorillard shall have the sole and exclusive responsibility for preparing and filing each such Tax Return required for HTC’s or Seller’s review and comment, accompanied by a statement calculating in reasonable detail any obligations of HTC, Seller and/or the Acquired Company with respect to be filed after the Deconsolidation Date that includes any member of the Lorillard Group which is not a Loews Filed Tax Return (each, a “Lorillard Filed Tax Return”). Except as otherwise required by law, Lorillard shall prepare and file all Lorillard Filed Tax Returns on a basis that is consistent with the Tax Materials and shall not take any position (or make any election) in the preparation and filing of such Lorillard Filed Tax Returns that is inconsistent with any position or election made by Loews in connection with the preparation and filing of any Tax Return of the Loews Consolidated Group that includes Taxes for any Pre-Deconsolidation Closing Tax Period, if any, pursuant to Section 7.01(a). Buyer shall make such revisions to such Tax Returns as are reasonably requested by HTC or Seller.

Filing of Tax Returns. (i) Loews shall have the sole and exclusive responsibility for preparing and filing each Tax Return required to be filed after the Deconsolidation Date that includes any member of the Loews Group (each, a “Loews Filed Tax Return”). Lorillard shall prepare and deliver (at its own cost and expense) to Loews in a manner consistent with past practice pro forma Tax Returns (including work papers) and any other information that Loews deems necessary to prepare and timely file any Loews Filed Tax Return with respect to each member of the Lorillard Group included in, or reflected on, a Loews Filed Tax Return no later than ninety days before the due date for the filing of the relevant Tax Return (giving effect to valid extensions thereof), provided, however, that with respect to the Loews Filed Tax Return of the Loews Consolidated Group for the taxable period ending on December 31, 2008, Lorillard shall prepare and deliver such pro forma Tax Returns and information no later than ninety days after the Deconsolidation Date. Each member of the Lorillard Group hereby irrevocably authorizes and designates Loews as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Loews Filed Tax Returns and, except as otherwise provided in this Article IV, for the purpose of making payments to, or collecting refunds from, any Governmental Entity in respect of a Loews Filed Tax Return. Except as otherwise provided in this Article IVSection 9.2, Loews Sellers’ Representative shall have the exclusive right to file, prosecute, compromise or settle any claim forprepare, or refund ofcause to be prepared, Taxes all Tax Returns of the Companies for periods ending on and including the Closing Date that have not been filed by the Closing Date (“Pre-Closing Tax Returns”). Sellers’ Representative shall prepare, or cause to be prepared, the Pre-Closing Tax Returns in respect a manner consistent with their past practice. At least thirty days before the due date of each such Tax Return (including extensions), Sellers’ Representative shall (a) forward a Loews Filed copy of the Tax Return and any supporting workpapers and schedules thereto to determine whether any refunds Buyer and (b) pay to Buyer by wire transfer of immediately available funds to the bank account designated by Buyer an amount of cash equal to the amount of Taxes shall be received by way of refund or credit against a current or future shown as due on such Tax liability. (ii) Lorillard Returns as allocated to Sellers under Section 9.1. Buyer shall have the sole an opportunity to review such Tax Returns, workpapers, and exclusive responsibility for preparing schedules, and filing each shall sign and file such Tax Returns when Buyer is reasonably satisfied that neither Buyer nor any of its employees or agents will incur any fines, penalties or similar sanctions in connection with such filing, it being understood and agreed that if Buyer receives an opinion from a nationally recognized accounting firm that such accounting firm would be willing to sign such Tax Return required as prepared, Buyer shall file such Tax Return promptly and without modification. Such Tax Returns shall not be amended without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. Sellers shall prepare or cause to be filed after the Deconsolidation Date prepared all Tax Returns that includes require any member of the Lorillard Group which is not a Loews Filed Company to be included in such Tax Return (each, a “Lorillard Filed Returns for any Pre-Closing Tax Return”)Period. Except as otherwise required by law, Lorillard Sellers shall prepare and timely file all Lorillard Filed such Tax Returns on a basis that is consistent with their prior practices. Buyer shall prepare all Tax Returns for periods that begin during the Pre-Closing Tax Materials Period and end after the Closing Date (“Straddle Tax Returns”). Thirty days prior to the final due date (including extensions) of each Straddle Tax Return, Buyer shall not take any position (or make any election) in the preparation and filing forward a copy of such Lorillard Filed Straddle Tax Return and any supporting workpapers and schedules thereto to Sellers’s Representative who shall distribute to each of the Sellers for their review and comments. At least fifteen days before the due date (including extensions) of each Straddle Tax Return, Sellers shall pay to Buyer by wire transfer of immediately available funds to the bank account designated by Buyer an amount of cash equal to the amount of Taxes shown as due on such Straddle Tax Returns attributable to the Pre-Closing Tax Period allocated to Sellers pursuant to Section 9.1. Buyer and Sellers agree to file, or cause to be filed, all relevant Tax Returns on the basis that is inconsistent with any position or election made by Loews in connection with the preparation purchase and filing sale contemplated herein shall occur for Tax purposes as of any the close of business on the Closing Date, unless the relevant Tax authority will not accept a Tax Return of the Loews Consolidated Group filed on that includes any Pre-Deconsolidation Periodbasis.

Filing of Tax Returns. (i) Loews The Sellers shall have the sole control and exclusive responsibility for preparing and filing each Tax Return required file or cause to be filed all income Tax Returns of the Companies and the Company Subsidiaries for all taxable periods which end on or prior to the Closing Date. The Sellers shall control any Tax audit or administrative or judicial proceeding or any other controversy with respect to income Taxes of the Companies or the Company Subsidiaries that relate to any taxable period ending on or before the Closing Date, including the Restructuring. Parent and Buyer shall reasonably cooperate with the Sellers to give effect to the provisions of this Section 7.12(d), including by, providing Sellers access to the books and records of the Companies and the Company Subsidiaries, executing such powers of attorney and signing and filing Tax Returns necessary to implement the foregoing. Buyer shall not use the existing employer identification numbers of Mobilitie I, Mobilitie II, MPGJ I, MPGJ II or MPMA I on any income tax returns for any period commencing after the Deconsolidation Date that includes any member Closing. (ii) Parent shall control and file or cause to be filed all Tax Returns of each of the Loews Group Companies and the Company Subsidiaries for all taxable periods ending after the Closing Date. Except to the extent paid pursuant to Section 2.7 with respect to Real Estate Taxes or Personal Property Taxes (eachor taken into account in adjusting the Final Purchase Price), the Sellers will remit to the Parent not less than 7 days prior to the due date (or extended due date ) all Taxes due on Tax Returns for taxable periods ending on the Closing Date or for the portion of a Straddle Period ending on the Closing Date. In the case of a Tax Return with respect to a taxable period beginning before and ending after the Closing Date (such period, a “Loews Filed Tax ReturnStraddle Period”). Lorillard , such Tax Returns shall prepare and deliver (at its own cost and expense) to Loews be prepared in a manner consistent with past practice pro forma Tax Returns (including work papers) and any other information that Loews deems necessary to prepare and timely file any Loews Filed Tax Return with respect to each member of the Lorillard Group included in, or reflected on, a Loews Filed Tax Return no later than ninety days before the due date for the filing of the relevant Tax Return (giving effect to valid extensions thereofunless required by applicable law), provided, however, and the portion of any such Tax that with respect is allocable to the Loews Filed Tax Return portion of the Loews Consolidated Group for the taxable period ending on December 31the Closing Date shall be, 2008, Lorillard shall prepare and deliver such pro forma Tax Returns and information no later than ninety days after the Deconsolidation Date. Each member of the Lorillard Group hereby irrevocably authorizes and designates Loews as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Loews Filed Tax Returns and, except as otherwise provided in this Article IV, for the purpose of making payments to, or collecting refunds from, any Governmental Entity in respect of a Loews Filed Tax Return. Except as otherwise provided in this Article IV, Loews shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Loews Filed Tax Return and to determine whether any refunds of Taxes shall be received by way of refund or credit against a current or future Tax liability. (ii) Lorillard shall have the sole and exclusive responsibility for preparing and filing each Tax Return required to be filed after the Deconsolidation Date that includes any member of the Lorillard Group which is not a Loews Filed Tax Return (each, a “Lorillard Filed Tax Return”). Except as otherwise required by law, Lorillard shall prepare and file all Lorillard Filed Tax Returns on a basis that is consistent with the Tax Materials and shall not take any position (or make any electionA) in the preparation case of Taxes based on income or receipts determined under the closing of the books method (or hypothetical closing of the books method if an actual closing of the books is not available) and filing (b) in the case of other Taxes, deemed to be the amount of such Lorillard Filed Taxes for the entire Straddle Period (after giving effect to amounts which may be deducted from or offset against such Taxes with respect to such periods under the relevant Tax Returns that law) (or in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is inconsistent with any position or election made by Loews the number of days in connection with the preparation Straddle Period ending on the Closing Date and filing the denominator of any Tax Return which is the number of days in the Loews Consolidated Group that includes any Pre-Deconsolidation entire Straddle Period.

Filing of Tax Returns. (i) Loews To the extent permitted by Law, Seller shall have include the sole Company and exclusive responsibility the Subsidiaries in the consolidated federal and consolidated or unitary state income tax returns filed by Seller for preparing periods prior to and filing each Tax Return required to be filed after including the Deconsolidation Closing Date that includes any member and shall include the activity of the Loews Group (each, Company and the Subsidiaries up through and including the Closing Date in such returns. The returns shall be prepared on a “Loews Filed Tax Return”). Lorillard shall prepare and deliver (at its own cost and expense) to Loews in a manner basis consistent with past practice practices and shall not make or change any election applicable to the Company or any Subsidiary without Purchaser's written consent. Seller shall provide the Company with separate pro forma Tax Returns returns for the Company and the Subsidiaries not less than thirty (30) days prior to the filing date and accommodate reasonable comments made by the Company within fifteen (15) days after the delivery of such proforma returns to the Company. Seller, with the 54 60 assistance of the Company, shall prepare books and working papers (including work papers) and any other information that Loews deems necessary to prepare and timely file any Loews Filed Tax Return with respect to each member a closing of the Lorillard Group included in, or reflected on, a Loews Filed Tax Return no later than ninety days before books) which will clearly demonstrate the due date income and activities of the Company and the Subsidiaries for the filing of the relevant Tax Return (giving effect to valid extensions thereof), provided, however, that with respect to the Loews Filed Tax Return of the Loews Consolidated Group for the taxable period ending on December 31the Closing Date and any Pre-Closing Partial Period. Purchaser shall include the activity of the Company and the Subsidiaries for periods beginning after the Closing Date in the consolidated federal income tax return filed by Purchaser. As set forth in this Agreement in more detail below, 2008, Lorillard Seller shall prepare any and deliver such pro forma all Final Pre-Closing Period Tax Returns, as well as any Income and Property Tax returns of the Company for taxable periods which begin prior to the Closing Date and which end after the Closing Date (the "Final Stand Alone Tax Returns") (the Final Pre-Closing Period Tax Returns and information no later than ninety days after the Deconsolidation Date. Each member of the Lorillard Group hereby irrevocably authorizes and designates Loews as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Loews Filed Final Stand Alone Tax Returns and, except as otherwise provided in this Article IV, for the purpose of making payments to, or collecting refunds from, any Governmental Entity in respect of a Loews Filed Tax Return. Except as otherwise provided in this Article IV, Loews shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Loews Filed Tax Return and to determine whether any refunds of Taxes aggregate shall be received by way of refund or credit against a current or future referred to as the "Final Income and Property Tax liability. (ii) Lorillard shall have the sole and exclusive responsibility for preparing and filing each Tax Return required to be filed after the Deconsolidation Date that includes any member of the Lorillard Group which is not a Loews Filed Tax Return (each, a “Lorillard Filed Tax Return”Returns"). Except as otherwise required by law, Lorillard Seller shall prepare and file all Lorillard Filed Final Pre-Closing Period Tax Returns on a basis that is consistent with the Income and Property Tax Materials returns of the Company for all previous years. Subject to Seller's right, if any, to any tax sharing payments pursuant to Section 9.2 of this Agreement, Seller shall pay the amount, if any, due with such Final Pre-Closing Period Tax Returns. Seller shall prepare all Final Stand Alone Tax Returns on a basis consistent with the Income and Property Tax returns of the Company for all previous years. Notwithstanding the foregoing, with respect to the Final Stand Alone Tax Returns, to the extent there are any new elections to be made by the Company or tax returns positions with respect to new issues to be taken by the Company which have not been previously addressed in the Company's prior tax returns, Seller shall give Purchaser notice of such event and Purchaser shall be entitled to instruct Seller as to whether or not to make any such elections or take any such tax return position (or make any election) in the preparation and filing of such Lorillard Filed Final Stand Alone Tax Returns that Seller is inconsistent with any position or election made by Loews in connection preparing. Seller shall deliver each Final Stand Alone Tax Return to Purchaser no later than thirty (30) days prior to the due date of such return for Purchaser's review. Purchaser shall review, approve (which approval may not be unreasonably withheld), sign and timely file such tax return with the preparation appropriate taxing authority. Purchaser or the Company shall be responsible for and filing shall make the payment of any Tax Return remaining taxes due with the return, if any; provided, however, Seller shall deliver to Company any payments made with respect to such returns under any tax sharing arrangement to the extent such amounts were not delivered to the respective taxing authorities. If Purchaser shall object to the return as prepared, Purchaser shall so notify Seller in writing no later than fifteen (15) days after such return has been delivered to Purchaser as to the nature of such objection. If the parties are unable to resolve their differences regarding the preparation of the Loews Consolidated Group that includes return, then Company's Accountants shall review the returns and any Pre-Deconsolidation Period.related

Filing of Tax Returns. (i) Loews Crompton shall have prepare and timely file, or cause to be timely filed, all Tax returns relating to any Acquired OSi Subsidiary due on or before the sole and exclusive responsibility Closing Date (taking into account any applicable extension periods) and, where appropriate, shall cause the Acquired OSi Subsidiaries to be included in any income Tax returns for preparing and filing a consolidated, combined, affiliated, group or unitary income Tax return for all periods ending on or before or which include the Closing Date. Crompton shall timely pay all Taxes due with respect to all Tax returns described in this Section 5.4(a)(i). (ii) With respect to each Tax Return return relating to any Acquired OSi Subsidiary covering a taxable period ending on or before the Closing Date that is required to be filed after the Deconsolidation Closing Date that includes (taking into account applicable extension periods) for, by or with respect to any member of the Loews Group Acquired OSi Subsidiaries (eachother than the Tax returns described in Section 5.4(a)(i)), a “Loews Filed GE shall prepare such Tax returns and deliver copies to Crompton for review and approval (such approval shall not be unreasonably withheld) at least twenty (20) days prior to the due date. GE shall cause the Acquired OSi Subsidiaries to timely file and pay the Taxes shown due on such returns. Notwithstanding the foregoing, Crompton shall be responsible for all Taxes due with respect to all Tax returns described in this Section 5.4(a)(ii) and shall pay the amount shown due on such Tax returns to GE in accordance with Section 5.4(a)(vi). (iii) With respect to each Straddle Period Return”, GE shall cause each Straddle Period Return to be prepared and timely filed. GE shall deliver copies of such Tax returns to Crompton for review and approval (such approval shall not be unreasonably withheld) at least twenty (20) days prior to the due date (accompanied, where appropriate, by an allocation between the Pre-Closing Tax Period and the Post-Closing Tax Period of the Taxes shown to be due on such Tax return). Lorillard GE shall prepare cause the Acquired OSi Subsidiaries to timely file and deliver pay the Taxes shown due on such returns. Notwithstanding the foregoing, Crompton shall be responsible for the portion of the Taxes shown due on such Tax returns that are attributable to the Pre-Closing Tax Period (at its own cost as determined under Section 5.4(a)(v)) and expenseshall pay such amounts to GE in accordance with Section 5.4(a)(vi) and GE shall be responsible for any remaining Taxes shown due on such return. (iv) All Tax returns to Loews be prepared pursuant to this Section 5.4 shall be prepared in a manner consistent with past practice pro forma practices followed in prior years except for changes required by Law. Neither GE nor any of its Affiliates shall, or shall cause the Acquired OSi Subsidiaries to, amend, refile or otherwise modify any Tax Returns (including work papers) and any other information that Loews deems necessary to prepare and timely file any Loews Filed Tax Return return or election of an Acquired OSi Subsidiary with respect to any Pre-Closing Tax Period without the prior written consent of Crompton. (v) To the extent permitted by applicable Law or administrative practice of any Governmental Body, the taxable year of each member Acquired OSi Subsidiary shall close as of the Lorillard Group included inclose of business on the Closing Date. Neither the parties hereto nor the Acquired OSi Subsidiaries shall take any position inconsistent with the preceding sentence on any Tax return. If applicable Law does not permit any Acquired OSi Subsidiary to close its taxable year as of the close of business on the Closing Date, or reflected onwhere Taxes are assessed with respect to a taxable period which includes the Closing Date (but does not end on that day), then Taxes, if any, attributable to the taxable period of the applicable Acquired OSi Subsidiary beginning on or before and ending after the Closing Date shall be allocated (i) to Crompton to the extent such Taxes are Excluded OSi Taxes, and (ii) to GE to the extent such Taxes are not Excluded OSi Taxes. (vi) Notwithstanding anything to the contrary herein, a Loews Filed party who is responsible for all or a portion of the Taxes pursuant to Section 2.16 or Section 5.4(a) (the "PAYING PARTY") that another party is responsible for filing the Tax Return no later than ninety return or applicable form with respect to such Taxes (the "FILING PARTY") shall pay the amount of such Taxes for which the Paying Party is responsible to the Filing Party within five (5) days before after the filing of the underlying Tax return. If a dispute arises (and is not resolved within five (5) days after the filing of the Tax return) between the Filing Party and the Paying Party as to the Tax return or the amount that the Paying Party owes to the Filing Party, the Paying Party shall pay to the Filing Party the amount that the Paying Party believes is owing to the Filing Party, and the parties shall resolve their dispute through the Independent Arbitrator described in Section 5.4(c) hereof. The Independent Arbitrator's determination shall be final and binding on both parties and its expenses shall be borne equally by both parties. Within five (5) days following resolution of the dispute, the appropriate party shall pay to the other party any amount determined to be due date upon final resolution of the dispute. (vii) Crompton and GE agree to furnish or cause to be furnished to each other, and each at their own expense, as promptly as practicable, such information (including access to books and records) and assistance, including making employees available on a mutually convenient basis to provide additional information and explanations of any material provided, relating to the Acquired OSi Subsidiaries as is reasonably necessary for the filing of any Tax returns, for the relevant Tax Return (giving effect preparation for any audit, and for the prosecution or defense of any claim, suit or proceeding relating to valid extensions thereof), provided, however, that any adjustment or proposed adjustment with respect to Taxes. GE shall retain in its possession or cause the Loews Filed Tax Return of Acquired OSi Subsidiaries to retain in their possession, and shall provide Crompton reasonable access to (including the Loews Consolidated Group for the taxable period ending on December 31, 2008, Lorillard shall prepare and deliver such pro forma Tax Returns and information no later than ninety days after the Deconsolidation Date. Each member of the Lorillard Group hereby irrevocably authorizes and designates Loews as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Loews Filed Tax Returns and, except as otherwise provided in this Article IV, for the purpose of making payments to, or collecting refunds from, any Governmental Entity in respect of a Loews Filed Tax Return. Except as otherwise provided in this Article IV, Loews shall have the exclusive right to filemake copies of), prosecute, compromise or settle such supporting books and records and any claim for, or refund of, other materials that Crompton may specify with respect to matters relating to Taxes in respect of a Loews Filed Tax Return and to determine whether any refunds of Taxes shall be received by way of refund or credit against a current or future Tax liability. (ii) Lorillard shall have the sole and exclusive responsibility for preparing and filing each Tax Return required to be filed after the Deconsolidation Date that includes any member of the Lorillard Group which is not a Loews Filed Tax Return (each, a “Lorillard Filed Tax Return”). Except as otherwise required by law, Lorillard shall prepare and file all Lorillard Filed Tax Returns on a basis that is consistent with the Tax Materials and shall not take any position (or make any election) in the preparation and filing of such Lorillard Filed Tax Returns that is inconsistent with any position or election made by Loews in connection with the preparation and filing of any Tax Return of the Loews Consolidated Group that includes any Pre-Deconsolidation PeriodClosing Tax Period until the relevant statute of limitations has expired. After such time, GE may dispose of such material; PROVIDED, that prior to such disposition GE shall give Crompton a reasonable opportunity to take possession of such materials.

Filing of Tax Returns. (i) Loews Seller shall have prepare and timely file, or cause to be prepared and timely filed, all Consolidated Returns that include any Acquired 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 sole Acquired Companies for taxable periods that end on or before the Closing Date and exclusive responsibility 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). Seller shall remit any Taxes due in respect of such Tax Returns. (iii) Seller shall prepare, or cause to be prepared, (A) all Tax Returns for preparing the Acquired Companies for taxable periods that end on or before the Closing Date and filing each Tax Return that are required to be filed after the Deconsolidation Closing Date (taking into account any extensions) and (B) all Tax Returns for any Straddle Period, in each case other than Tax Returns described in Section 8.2(a)(i). Seller shall deliver any such Tax Return to Buyer Parent for Buyer Parent’s review at least thirty (30) 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 (i) in the case of any Tax Return relating to a Straddle Period, shall accept all reasonable comments of Buyer Parent in respect of such Tax Returns made prior to the date that includes any member is three days prior to the due date of such Tax Return, to the extent consistent with Applicable Law and prior practice of the Loews Group relevant Acquired Company, and (eachii) in the case of any Tax Return relating to a taxable period ending on or before the Closing Date, shall consider in good faith making any changes to such Tax Return reasonably requested by Buyer Parent. To the extent consistent with Applicable Law, Buyer Parent shall, or shall cause the Acquired 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 “Loews Filed Tax Return”Return filed on that basis. Buyer Parent shall file, or cause to be filed, all Tax Returns described in clause (A) or (B) hereof consistent within this Section 8.2(a)(iii). (iv) From and after the Closing, upon reasonable request of Seller, Buyer Parent shall cause the Acquired Companies to provide Seller and its Affiliates in a timely fashion in accordance with past practice all filing information relating to the Acquired Companies reasonably necessary for the preparation and filing of the Consolidated Returns for taxable years or periods beginning before the Closing Date or any Tax Return described in Section 8.2(a)(iii). Lorillard Seller shall prepare compensate the Acquired Companies for reasonable out-of-pocket costs incurred in connection with providing the foregoing. (v) All Tax Returns that Seller is required to file or cause to be filed in accordance with this Section 8.2(a) shall be prepared and deliver (at its own cost and expense) to Loews filed in a manner consistent with past practice pro forma Tax Returns (including work papers) and any other information that Loews deems necessary to prepare and timely file any Loews Filed Tax Return with respect to each member ordinary course positions, no position shall be taken, election 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 positions, elections or methods that would have the effect of deferring income to periods ending after the Lorillard Group included in, Closing Date or reflected on, a Loews Filed Tax Return no later than ninety days accelerating deductions to periods ending on or before the due date for the filing of the relevant Tax Return (giving effect to valid extensions thereofClosing Date), provided, however, that with respect other than to the Loews Filed Tax Return of the Loews Consolidated Group for the taxable period ending on December 31, 2008, Lorillard shall prepare and deliver such pro forma Tax Returns and information no later than ninety days after the Deconsolidation Date. Each member of the Lorillard Group hereby irrevocably authorizes and designates Loews extent (i) required as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Loews Filed Tax Returns and, except as otherwise provided in this Article IV, for the purpose of making payments to, or collecting refunds from, any Governmental Entity in respect a result of a Loews Filed Tax Return. Except as otherwise provided change in this Article IVApplicable Law, Loews shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Loews Filed Tax Return and to determine whether any refunds of Taxes shall be received by way of refund or credit against a current or future Tax liability. (ii) Lorillard any such change from past practices, positions, elections or methods would not be reasonably expected to materially adversely affect an Acquired Company or (iii) Seller has obtained Buyer Parent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Without limitation of the foregoing, Seller shall have the sole and exclusive responsibility for preparing and filing each not take any position on any Tax Return required to be filed by it after the Deconsolidation Date date hereof (whether originally filed or filed on an amended return) to the effect that includes any member the deferred losses from ▇▇▇▇▇▇ of liabilities that are being taken into account under the agreed upon ▇▇▇▇ and spread method of accounting by the Company accelerate into current deductions or losses as a result of the Lorillard Group which is not transactions contemplated by this Agreement. (vi) In the event that, as a Loews Filed result of a change in Applicable Law occurring after the date hereof, with respect to a Tax Return required to be filed by Seller pursuant to this Section 8.2(a), Seller is required to take a position for which there is no prior practice, make an election or select a method for the first time that is reasonably expected to materially adversely affect an Acquired Company, Seller shall consult with Buyer Parent prior to taking such position, making such election or selecting such method and shall not do so without Buyer Parent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. (eachb) Unless required by Applicable Law, Buyer Parent shall not, and shall cause the Acquired Companies to not, take any action on or after the Closing Date (other than the transactions contemplated by this Agreement) that could be reasonably expected to result in an increased Tax of an Acquired Company attributable to a “Lorillard Filed Pre-Closing Tax Return”Period or an indemnity obligation (or increase in an indemnity obligation) of Seller under Section 8.1(a), without the prior written consent of Seller, which consent may not be unreasonably withheld, conditioned or delayed. Without limitation of the foregoing, unless required by a final determination Buyer Parent shall not, and shall cause the Acquired Companies to not, take any position to the effect that any items of deductions or loss attributable to Retained Hedge Losses accelerate into current deductions or losses as a result of the transactions contemplated by this Agreement or are limited or disallowed under Section 382 or 383 of the Code. (c) Except as to the extent otherwise required by lawApplicable Law, Lorillard Buyer Parent shall prepare and file all Lorillard Filed Tax Returns on a basis that is consistent with the Tax Materials not, and shall not take permit any position (of its Affiliates to, without the prior written consent of Seller, which consent may not be unreasonably withheld, conditioned or make delayed, amend any election) in the preparation and filing of such Lorillard Filed Tax Returns that of the Acquired Companies relating in whole or in part to a Pre-Closing Tax Period. (d) Each of Seller and Buyer shall reimburse the other party, as applicable, for the Taxes for which Seller or Buyer, as applicable, is inconsistent with any position or election made by Loews liable pursuant to Section 8.1, but which are remitted in connection with the preparation and filing respect of any Tax Return to be filed by the other party pursuant to this Section 8.2 upon the written request of the Loews Consolidated Group that includes any Pre-Deconsolidation Periodparty entitled to reimbursement setting forth in detail the computation of the amount owed by Seller or Buyer, as the case may be, but in no event earlier than ten (10) days prior to the due date for paying such Taxes.

Filing of Tax Returns. (i) Loews The Sellers shall have be responsible for the sole and exclusive responsibility for preparing preparation and filing each of all Tax Return Returns of the Company and the Company Subsidiaries for all taxable periods that end on or before the Closing Date ("Pre-Closing Tax Periods") that are filed on a consolidated, combined, or unitary basis by the Sellers (including Tax Returns of the Company and the Company Subsidiaries for periods that end on or before the Closing Date but are due after the Closing Date) and the Sellers shall be responsible for the contents of such Tax Returns and the payment of all Taxes due with respect thereto. (ii) The Sellers shall prepare and send to Buyer as promptly as practicable but at least five business days prior to the due date (including any permitted extensions) all other Tax Returns that are required to be filed by the Company and the Company Subsidiaries after the Deconsolidation Closing Date with respect to all Pre-Closing Tax Periods, and the Buyer shall file or cause to be filed when due such other Tax Returns. At least five (5) business days - 14 - prior to the date on which the Taxes due with respect to such other Tax Returns are required to be paid, the Sellers shall provide the Buyer, without offset, with the funds, or (at the Sellers’ discretion, but only if electronic payment is not required) with checks payable to the appropriate governmental authorities, for the payment of all Taxes unpaid as of the Closing Date shown to be due on such other Tax Returns, and the Buyer shall be responsible for the payment of all Taxes unpaid as of the Closing Date shown to be due on such other Tax Returns. If any such Tax Return shows an overpayment of Taxes due, Buyer shall pay to the Sellers, without offset, the full refund of the amount no later than five (5) business days after the earlier of the Buyer’s receipt of a refund on account of such overpayment and the application of such overpayment to offset a Tax liability of the Buyer or an Affiliate of the Buyer otherwise due. (iii) Buyer shall be responsible for the preparation and filing of all Tax Returns of the Company and the Company Subsidiaries for all taxable periods that end after the Closing Date ("Post-Closing Tax Periods") (including taxable periods beginning before and ending after the Closing Date). As promptly as practicable but at least five (5) business days before the due date, the Buyer shall furnish the Sellers with copies of all Tax Returns of the Company and the Company Subsidiaries for any Post-Closing Tax Period that includes the Closing Date. At least five (5) business days prior to the date on which the Taxes shown on such Tax Returns are required to be paid, the Sellers shall provide the Buyer, without offset, with the funds for the payment of all Taxes shown to be due on such Tax Returns that are attributable to the portion of such Tax period ending on the Closing Date and the Buyer shall be responsible for the payment of all Taxes shown to be due on such Tax Returns. If any member such Tax Return shows an overpayment of Taxes due, Buyer shall pay to the Sellers, without offset, the amount of such refund that is attributable to the portion of such Tax period ending on the Closing Date no later than five business days after the earlier of the Loews Group Buyer’s receipt of a refund on account of such overpayment and the application of such overpayment to offset a Tax liability of the Buyer or an Affiliate of the Buyer otherwise due. For purposes of this Section 8.5(b)(iv), in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (eachbut does not end on) the Closing Date, the portion of such Tax related to the portion of such taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or gross receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by a “Loews Filed fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period, and (y) in the case of any Tax Return”)based upon or related to income or gross receipts, be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Lorillard Any credits relating to a taxable period that begins before and ends after the Closing Date shall prepare and deliver (at its own cost and expense) be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to Loews give effect to the foregoing allocations shall be made in a manner consistent with past prior practice pro forma Tax Returns (including work papers) and any other information that Loews deems necessary to prepare and timely file any Loews Filed Tax Return with respect to each member of the Lorillard Group included in, or reflected on, a Loews Filed Tax Return no later than ninety days before Company and the due date for the filing of the relevant Tax Return (giving effect to valid extensions thereof), provided, however, that with respect to the Loews Filed Tax Return of the Loews Consolidated Group for the taxable period ending on December 31, 2008, Lorillard shall prepare and deliver such pro forma Tax Returns and information no later than ninety days after the Deconsolidation Date. Each member of the Lorillard Group hereby irrevocably authorizes and designates Loews as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Loews Filed Tax Returns and, except as otherwise provided in this Article IV, for the purpose of making payments to, or collecting refunds from, any Governmental Entity in respect of a Loews Filed Tax Return. Except as otherwise provided in this Article IV, Loews shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Loews Filed Tax Return and to determine whether any refunds of Taxes shall be received by way of refund or credit against a current or future Tax liabilityCompany Subsidiaries. (iiiv) Lorillard The Sellers shall have the sole authority to deal with any matters relating to Tax Returns of the Company and exclusive responsibility the Company Subsidiaries for preparing periods ending on or prior to the Closing Date. Buyer shall have the sole authority to deal with any matters relating to Tax Returns of the Company and filing each Tax Return required to be filed the Company Subsidiaries for periods ending after the Deconsolidation Date that includes any member of the Lorillard Group which is not a Loews Filed Tax Return (each, a “Lorillard Filed Tax Return”). Except as otherwise required by law, Lorillard shall prepare and file all Lorillard Filed Tax Returns on a basis that is consistent with the Tax Materials and shall not take any position (or make any election) in the preparation and filing of such Lorillard Filed Tax Returns that is inconsistent with any position or election made by Loews in connection with the preparation and filing of any Tax Return of the Loews Consolidated Group that includes any Pre-Deconsolidation PeriodClosing Date.