Common use of Pre-Closing Tax Returns Clause in Contracts

Pre-Closing Tax Returns. (a) The Parties will cooperate in connection with the preparation and filing of any Tax Return, form or statement of a Group Company with respect to the Pre-Closing Date Tax Period and any administrative proceeding involving any such Tax Return, form or statement, including providing information and documents reasonably requested by any Party. (b) The Purchaser will, at its own cost and expense, have with reference to Clause 12.8(c) the sole control of the preparation and filing of all Tax Returns, forms or statements of each Group Company to the extent they relate to the Pre-Closing Date Tax Period (“Relevant Returns”). (c) The Purchaser must procure that each Relevant Return is prepared in a manner consistent and under specified consideration of the Sellers’ interests with the requirements of any Tax law and must deliver each Relevant Return to the Sellers as soon as it is available, but no later than 20 Business Days before it is due to be filed, for the Sellers’ review and comment. If the Sellers object to any items in the Relevant Return they must notify the Purchaser of the objection as soon as it is aware of the objection but in any event no later than 10 Business Days before the Relevant Return is due to be filed. (d) If the Sellers notify the Purchaser of an objection to a Relevant Return, the Sellers and the Purchaser must attempt in good faith to resolve the dispute. If the Parties cannot resolve any such dispute within 10 Business Days of the objection being notified, then the dispute must be resolved in accordance with the procedure in Clause 12.9(b). (e) The Purchaser must procure that each Relevant Return is filed by the due date for filing. If a Relevant Return is due before the date a disputed item is resolved under Clause 12.10(d), the Purchaser must procure that the return is filed as prepared and must procure that an amended return, which reflects the resolution of the disputed items (either as resolved by agreement or by the Tax Expert), is filed immediately after the disputed items are resolved. (f) The Purchaser shall and shall procure that Group Companies which are part of VAT tax groups (umsatzsteuerliche Organschaft) with Seller I forward to Seller I immediately upon reception the original of all invoices for the supply of goods and services received by the Group Companies which are part of VAT tax groups with Seller I after Closing Date (the latest point in time at which the VAT tax groups is terminated for VAT purposes) for the supply of goods and services received by the Group Companies which are part of VAT tax groups with Seller I prior to Closing Date. (g) Except in relation to the preparation of Relevant Returns (to which Clauses 12.10(b) to 12.10(f) apply), the Parties agree that it is the intention for the Sellers to have the right to determine, control and, where appropriate, participate in the disclosure (including manner of disclosure) of any material or information to a Tax Authority and any other dealings with the Tax Authority in relation to Tax, to the extent such disclosure or other dealings is in respect of any event, act, matter, transaction, amount derived (or deemed to be derived) or expenditure incurred before, on, or as a result of, Closing (“Pre-Closing Tax Event”). (h) Without limiting Clause 12.10(g), from and after Closing the Purchaser agrees that it will, and will procure that each Group Company will: (i) not disclose any information or material to a Tax Authority in relation to a Pre-Closing Tax Event without the prior written consent of the Sellers (such consent not to be unreasonably withheld, conditioned or delayed), except as required by law; (ii) not admit any liability, or enter into any agreement, compromise or settlement with a Tax Authority in relation to a Pre-Closing Tax Event without the prior written consent of the Sellers (such approval not to be unreasonably withheld, conditioned or delayed); (iii) promptly provide the Sellers with copies of any correspondence with, or material provided to or by, a Tax Authority and keep the Sellers informed of any verbal discussions with a Tax Authority in relation to a Pre-Closing Tax Event; and (iv) not apply for any ruling or seek any amendment of any assessment that relates to a Pre-Closing Tax Event.

Pre-Closing Tax Returns. Seller shall prepare, or cause to be prepared, at Seller’s expense, (ai) The Parties will cooperate in connection with any combined, consolidated or unitary Tax Return that includes any member of the preparation Seller Group, on the one hand, and filing of the Company, on the other hand (“Combined Tax Returns”) and (ii) all Tax Returns (other than any Combined Tax Return, form ) that are required to be filed by or statement of a Group Company with respect to the Company for taxable periods ending on or before the Closing Date regardless of when such Tax Returns are due (the Tax Returns described in this clause (ii), the “Pre-Closing Date Tax Period and any administrative proceeding involving any such Tax Return, form or statement, including providing information and documents reasonably requested by any Party. (b) The Purchaser will, at its own cost and expense, have with reference to Clause 12.8(c) the sole control of the preparation and filing of all Tax Returns, forms or statements of each Group Company to the extent they relate to the ”). All such Pre-Closing Date Tax Period (“Relevant Returns”). (c) The Purchaser must procure that each Relevant Return is Returns shall be prepared in a manner consistent and under specified consideration with the prior practice of the Sellers’ interests with the requirements Company unless otherwise required by applicable Law. Seller shall provide to Buyer drafts of any Tax law and must deliver each Relevant Return to the Sellers as soon as it is available, but no later than 20 Business Days before it is due to be filed, for the Sellers’ review and comment. If the Sellers object to any items in the Relevant Return they must notify the Purchaser of the objection as soon as it is aware of the objection but in any event no later than 10 Business Days before the Relevant Return is due to be filed. (d) If the Sellers notify the Purchaser of an objection to a Relevant Return, the Sellers and the Purchaser must attempt in good faith to resolve the dispute. If the Parties cannot resolve any such dispute within 10 Business Days of the objection being notified, then the dispute must be resolved in accordance with the procedure in Clause 12.9(b). (e) The Purchaser must procure that each Relevant Return is filed by the due date for filing. If a Relevant Return is due before the date a disputed item is resolved under Clause 12.10(d), the Purchaser must procure that the return is filed as prepared and must procure that an amended return, which reflects the resolution of the disputed items (either as resolved by agreement or by the Tax Expert), is filed immediately after the disputed items are resolved. (f) The Purchaser shall and shall procure that Group Companies which are part of VAT tax groups (umsatzsteuerliche Organschaft) with Seller I forward to Seller I immediately upon reception the original of all invoices for the supply of goods and services received by the Group Companies which are part of VAT tax groups with Seller I after Closing Date (the latest point in time at which the VAT tax groups is terminated for VAT purposes) for the supply of goods and services received by the Group Companies which are part of VAT tax groups with Seller I prior to Closing Date. (g) Except in relation to the preparation of Relevant Returns (to which Clauses 12.10(b) to 12.10(f) apply), the Parties agree that it is the intention for the Sellers to have the right to determine, control and, where appropriate, participate in the disclosure (including manner of disclosure) of any material or information to a Tax Authority and any other dealings with the Tax Authority in relation to Tax, to the extent such disclosure or other dealings is in respect of any event, act, matter, transaction, amount derived (or deemed to be derived) or expenditure incurred before, on, or as a result of, Closing (“Pre-Closing Tax Event”). Return for Buyer’s review and comment no later than thirty (h30) Without limiting Clause 12.10(g), from and after Closing days before the Purchaser agrees that it will, and will procure that each Group Company will: (i) not disclose any information or material to a Tax Authority due date in relation to the case of a Pre-Closing Tax Event without the Return that relates to income Taxes and within a reasonable period of time prior written consent to filing of the Sellers (such consent not to be unreasonably withheld, conditioned or delayed), except as required by law; (ii) not admit Tax Return for any liability, or enter into any agreement, compromise or settlement with a Tax Authority in relation to a non-income Pre-Closing Tax Event without the prior written consent of the Sellers (such approval not Returns. Seller shall consider in good faith any comments provided by Buyer to be unreasonably withheld, conditioned or delayed); (iii) promptly provide the Sellers with copies of any correspondence with, or material provided to or by, a Tax Authority and keep the Sellers informed of any verbal discussions with a Tax Authority in relation to a Pre-Closing Tax Event; and Returns described in this Section 7.8(c) that are provided to Seller at least seven (iv7) not apply for any ruling or seek any amendment days prior to the due date (or, in circumstances where drafts of any assessment that relates to a non-income Pre-Closing Tax EventReturns have been provided fifteen (15) or fewer days to the due date, at least two (2) days prior to the due date) and thereafter shall execute and timely file or cause to be executed and timely filed all such Pre-Closing Tax Returns and shall pay or cause to be paid the Taxes shown as payable thereon (to the extent that any such Taxes were not otherwise included in the calculation of Net Working Capital, Company Taxes Payable, or otherwise in determining the Closing Cash Payment, in which case, Buyer shall pay or cause to be paid any such Taxes).

Pre-Closing Tax Returns. (a) The Parties will cooperate in connection with Selling Shareholders shall have responsibility for, and the preparation Shareholder Representative Committee shall pay or cause to be paid when due any and all Taxes relating to the Company or its Subsidiary for or relating to any Tax period ending on or before the Closing Date, except for Taxes accrued or reserved for on the Financial Statements. The Shareholder Representative Committee shall prepare and timely file or cause to be prepared and timely filed all financial statements, audited as required by applicable Laws, Tax Returns of the Company and its Subsidiary for all Tax periods ending on or before the Closing Date and shall pay the Taxes shown as due on such Tax Returns. Prior to the filing of any such Tax ReturnReturn that was not filed before the Closing Date, form or statement the Shareholder Representative Committee shall provide the Buyer with a substantially final draft of a Group Company with respect to the Pre-Closing Date Tax Period and any administrative proceeding involving any such Tax Return, form or statementtogether with financial statements, including providing information and documents reasonably requested audited as required by any Party. (b) The Purchaser willapplicable Laws, at its own cost least 15 Business Days prior to the due date for such Tax Return. The Buyer shall notify the Shareholder Representative Committee of any objections that the Buyer may have to any items set forth in any such draft financial statements or Tax Return within 5 days prior to the due date for such Tax Return, and expense, have with reference the Buyer and the Shareholder Representative Committee shall agree to Clause 12.8(c) consult and resolve in good faith any such objection and to mutually consent to the sole control of the preparation and filing of all such Tax Returns, forms Return. Such Tax Returns shall be prepared or statements of each Group Company to the extent they relate to the Pre-Closing Date Tax Period (“Relevant Returns”). (c) The Purchaser must procure that each Relevant Return is prepared completed in a manner consistent and under specified consideration with prior practice of the Sellers’ interests Company and its Subsidiary with respect to Tax Returns concerning the requirements income, properties or operations of any Tax law the Company and must deliver each Relevant Return its Subsidiary, except as otherwise required by Law or regulation or otherwise agreed to in writing by the Buyer prior to the Sellers as soon as it is available, but no later than 20 Business Days before it is due to be filed, for the Sellers’ review and commentfiling thereof. If the Sellers object to any items in the Relevant Return they must notify the Purchaser of the objection as soon as it is aware of the objection but in any event no later than 10 Business Days before the Relevant Return is due to be filed. (d) If the Sellers notify the Purchaser of an objection to a Relevant Return, the Sellers and the Purchaser must attempt in good faith to resolve the dispute. If the Parties parties hereto cannot resolve any disputed item to be included in such dispute within 10 Business Days of Tax Returns, the objection being notified, then the dispute must item in question shall be resolved in accordance with by a nationally known independent firm of certified public accountants mutually agreeable to the procedure in Clause 12.9(b). (e) The Purchaser must procure that each Relevant Return is filed Buyer and the Shareholder Representative Committee, whose fees and expenses shall be shared equally by the due date for filing. If a Relevant Return is due before the date a disputed item is resolved under Clause 12.10(d), the Purchaser must procure that the return is filed as prepared and must procure that an amended return, which reflects the resolution of the disputed items (either as resolved by agreement or by the Tax Expert), is filed immediately after the disputed items are resolvedParties. (f) The Purchaser shall and shall procure that Group Companies which are part of VAT tax groups (umsatzsteuerliche Organschaft) with Seller I forward to Seller I immediately upon reception the original of all invoices for the supply of goods and services received by the Group Companies which are part of VAT tax groups with Seller I after Closing Date (the latest point in time at which the VAT tax groups is terminated for VAT purposes) for the supply of goods and services received by the Group Companies which are part of VAT tax groups with Seller I prior to Closing Date. (g) Except in relation to the preparation of Relevant Returns (to which Clauses 12.10(b) to 12.10(f) apply), the Parties agree that it is the intention for the Sellers to have the right to determine, control and, where appropriate, participate in the disclosure (including manner of disclosure) of any material or information to a Tax Authority and any other dealings with the Tax Authority in relation to Tax, to the extent such disclosure or other dealings is in respect of any event, act, matter, transaction, amount derived (or deemed to be derived) or expenditure incurred before, on, or as a result of, Closing (“Pre-Closing Tax Event”). (h) Without limiting Clause 12.10(g), from and after Closing the Purchaser agrees that it will, and will procure that each Group Company will: (i) not disclose any information or material to a Tax Authority in relation to a Pre-Closing Tax Event without the prior written consent of the Sellers (such consent not to be unreasonably withheld, conditioned or delayed), except as required by law; (ii) not admit any liability, or enter into any agreement, compromise or settlement with a Tax Authority in relation to a Pre-Closing Tax Event without the prior written consent of the Sellers (such approval not to be unreasonably withheld, conditioned or delayed); (iii) promptly provide the Sellers with copies of any correspondence with, or material provided to or by, a Tax Authority and keep the Sellers informed of any verbal discussions with a Tax Authority in relation to a Pre-Closing Tax Event; and (iv) not apply for any ruling or seek any amendment of any assessment that relates to a Pre-Closing Tax Event.

Pre-Closing Tax Returns. (a) The Parties will cooperate Vendor shall prepare, at its own expense and in connection a manner consistent with past practice (unless otherwise required by Law) all Tax Returns required to be filed by Parent and the preparation and filing of Corporation after the Closing Date for any Tax Return, form period ending on or statement of a Group Company with respect prior to the Closing Date (the "Pre-Closing Date Tax Period Returns"). CIH shall, and any administrative proceeding involving any shall cause Parent, the Corporation and Amalco to, provide all assistance reasonably required by the Vendor in preparing and filing such Tax Return, form or statement, including providing information and documents reasonably requested by any PartyReturns. (b) The Purchaser will, Vendor shall deliver any such Pre-Closing Tax Return to CIH for its review as soon as possible but in any event at its own cost and expense, have with reference least 45 days prior to Clause 12.8(c) the sole control date on which such Pre-Closing Tax Return is required to be filed. Unless CIH objects in good faith to any item of the preparation draft Pre-Closing Tax Return and filing delivers notice of all Tax Returnssuch objection, forms or statements of each Group Company specifying the items in dispute, to the extent they relate to Vendor within ten (10) days of receiving the draft Pre-Closing Tax Return in accordance with Section 10.2(c), the Pre-Closing Date Tax Period (“Relevant Returns”)Return shall be filed. (c) The Purchaser must procure In the event that CIH objects in good faith to any item of the draft Pre-Closing Tax Return, CIH shall so advise the Vendor by delivery to the Vendor of a notice within ten (10) days after the delivery by the Vendor to CIH of the draft Pre-Closing Tax Return. CIH and Vendor, each Relevant acting reasonably and in good faith, shall diligently work to resolve all items in dispute set out in such notice at least two (2) Business Days prior to the date such Pre-Closing Tax Return is prepared in a manner consistent required to be filed. If CIH and under specified consideration of the Sellers’ interests with the requirements of any Vendor resolve such items, such Pre-Closing Tax law Return, revised to reflect such resolution, shall be filed. If CIH and must deliver each Relevant Return Vendor do not resolve such items at least two (2) Business Days prior to the Sellers as soon as it date such Pre-Closing Tax Return is available, but no later than 20 Business Days before it is due required to be filed, for the Sellers’ review Pre-Closing Tax Return shall be finalized by the Auditor whose determination shall be final and commentbinding on the Parties. If In the Sellers object event the Auditor is unable to any items in make its determination prior to the Relevant date such Pre-Closing Tax Return they must notify is required to be filed, the Purchaser of form prepared by the objection Vendor shall be filed and as soon as it is aware of practicable following the objection but in any event no later than 10 Business Days before determination by the Relevant Auditor an amended Pre-Closing Tax Return is due to will be filed. (d) If CIH shall cause Parent or the Sellers notify Corporation, as the Purchaser of an objection case may be, to a Relevant Return, execute and file the Sellers and the Purchaser must attempt Pre-Closing Tax Return referred to in good faith to resolve the dispute. If the Parties cannot resolve any such dispute within 10 Business Days of the objection being notified, then the dispute must be resolved in accordance with the procedure in Clause 12.9(bSection 10.2(b) or Section 10.2(c). (e) The Purchaser must procure that each Relevant Return is filed by parties agree that, notwithstanding anything to the due date for filing. If a Relevant Return is due before the date a disputed item is resolved under Clause 12.10(d)contrary contained herein, the Purchaser must procure that provisions in this Section 10.2 do not apply to the return is filed as prepared and must procure that an amended returnTax Returns for the Parent or the Corporation for the year ended December 31, 2007, which reflects the resolution of the disputed items (either as resolved by agreement were filed on or by the Tax Expert)before June 30, is filed immediately after the disputed items are resolved2008. (f) The Purchaser shall and shall procure that Group Companies which are part of VAT tax groups (umsatzsteuerliche Organschaft) with Seller I forward to Seller I immediately upon reception the original of all invoices for the supply of goods and services received by the Group Companies which are part of VAT tax groups with Seller I after Closing Date (the latest point in time at which the VAT tax groups is terminated for VAT purposes) for the supply of goods and services received by the Group Companies which are part of VAT tax groups with Seller I prior to Closing Date. (g) Except in relation to the preparation of Relevant Returns (to which Clauses 12.10(b) to 12.10(f) apply), the Parties agree that it is the intention for the Sellers to have the right to determine, control and, where appropriate, participate in the disclosure (including manner of disclosure) of any material or information to a Tax Authority and any other dealings with the Tax Authority in relation to Tax, to the extent such disclosure or other dealings is in respect of any event, act, matter, transaction, amount derived (or deemed to be derived) or expenditure incurred before, on, or as a result of, Closing (“Pre-Closing Tax Event”). (h) Without limiting Clause 12.10(g), from and after Closing the Purchaser agrees that it will, and will procure that each Group Company will: (i) not disclose any information or material to a Tax Authority in relation to a Pre-Closing Tax Event without the prior written consent of the Sellers (such consent not to be unreasonably withheld, conditioned or delayed), except as required by law; (ii) not admit any liability, or enter into any agreement, compromise or settlement with a Tax Authority in relation to a Pre-Closing Tax Event without the prior written consent of the Sellers (such approval not to be unreasonably withheld, conditioned or delayed); (iii) promptly provide the Sellers with copies of any correspondence with, or material provided to or by, a Tax Authority and keep the Sellers informed of any verbal discussions with a Tax Authority in relation to a Pre-Closing Tax Event; and (iv) not apply for any ruling or seek any amendment of any assessment that relates to a Pre-Closing Tax Event.

Pre-Closing Tax Returns. (a) The Parties Seller will cooperate prepare and file, or cause to be prepared and filed, all Tax Returns in connection with the preparation and filing respect of any of the Entities relating to Pre-Closing Periods that are due after the Closing Date (including Tax Return, form Returns required to be filed by or statement of a Group Company with respect to any of the PreEntities on a combined or unitary basis with Seller or any Affiliate thereof) (“Seller Returns”). Seller will furnish Purchaser any Seller Return due after the Closing for Purchaser’s review and comment at least 30 Business Days prior to the due date any such Seller Return is filed (or such shorter period as the circumstances require, but only in the case of a non-Closing Date income Tax Period Return or a monthly Tax Return), and Purchaser will provide Seller with Purchaser’s written comments no later than 15 Business Days (or such shorter period as the circumstances require, but only in the case of a non-income Tax Return or a monthly Tax Return) before the due date of any administrative proceeding involving such Seller Return. Seller will consider in good faith any revisions to the Seller Returns that are timely and reasonably requested by Purchaser in respect of any such Tax Return, form or statement, including providing information . Seller and documents reasonably requested by any Party. (b) The Purchaser will, at its own cost agree to consult and expense, have with reference to Clause 12.8(c) the sole control of the preparation and filing of all Tax Returns, forms or statements of each Group Company to the extent they relate to the Pre-Closing Date Tax Period (“Relevant Returns”). (c) The Purchaser must procure that each Relevant Return is prepared in a manner consistent and under specified consideration of the Sellers’ interests with the requirements of any Tax law and must deliver each Relevant Return to the Sellers as soon as it is available, but no later than 20 Business Days before it is due to be filed, for the Sellers’ review and comment. If the Sellers object to any items in the Relevant Return they must notify the Purchaser of the objection as soon as it is aware of the objection but in any event no later than 10 Business Days before the Relevant Return is due to be filed. (d) If the Sellers notify the Purchaser of an objection to a Relevant Return, the Sellers and the Purchaser must attempt promptly resolve in good faith any issue arising as a result of Purchaser’s review of such Seller Returns. Seller will pay or cause to resolve the dispute. If the Parties cannot resolve any such dispute within 10 Business Days of the objection being notified, then the dispute must be resolved in accordance with the procedure in Clause 12.9(b). (e) The Purchaser must procure that each Relevant Return is filed by the due date for filing. If a Relevant Return is due before the date a disputed item is resolved under Clause 12.10(d), the Purchaser must procure that the return is filed as prepared and must procure that an amended return, which reflects the resolution of the disputed items (either as resolved by agreement or by the Tax Expert), is filed immediately after the disputed items are resolved. (f) The Purchaser shall and shall procure that Group Companies which are part of VAT tax groups (umsatzsteuerliche Organschaft) with Seller I forward to Seller I immediately upon reception the original of all invoices for the supply of goods and services received by the Group Companies which are part of VAT tax groups with Seller I after Closing Date (the latest point in time at which the VAT tax groups is terminated for VAT purposes) for the supply of goods and services received by the Group Companies which are part of VAT tax groups with Seller I prior to Closing Date. (g) Except in relation paid to the preparation relevant Governmental Authority all amounts required to be paid in respect of Relevant such Tax Returns (as determined pursuant to which Clauses 12.10(b) to 12.10(f) applythis Section ‎11.1(a), the Parties agree that it is the intention for the Sellers to have the right to determine, control and, where appropriate, participate in the disclosure (including manner of disclosure) of any material or information to a Tax Authority and any other dealings with the Tax Authority in relation to Tax, to the extent such disclosure not already taken into account in determining the Final Purchase Price or other dealings is in respect of any event, act, matter, transaction, amount derived (or deemed to be derived) or expenditure incurred before, on, or as a result of, Closing (“Pre-Closing Tax Event”). (h) Without limiting Clause 12.10(g), from and after Closing the Purchaser agrees that it will, and will procure that each Group Company will: (i) not disclose any information or material attributable to a Purchaser Tax Authority in relation to a Pre-Closing Tax Event without the prior written consent of the Sellers (such consent not to be unreasonably withheld, conditioned or delayed), except as required by law; (ii) not admit any liability, or enter into any agreement, compromise or settlement with a Tax Authority in relation to a Pre-Closing Tax Event without the prior written consent of the Sellers (such approval not to be unreasonably withheld, conditioned or delayed); (iii) promptly provide the Sellers with copies of any correspondence with, or material provided to or by, a Tax Authority and keep the Sellers informed of any verbal discussions with a Tax Authority in relation to a Pre-Closing Tax Event; and (iv) not apply for any ruling or seek any amendment of any assessment that relates to a Pre-Closing Tax EventAct.

Pre-Closing Tax Returns. (ai) The Parties will cooperate in connection with Company shall prepare and file, or shall cause to be prepared and filed, all Tax Returns that include the preparation and filing of Company or any Tax Return, form or statement of a Group Company with respect to the Subsidiary for all Pre-Closing Tax Periods that end on or before the Closing Date Tax Period and any administrative proceeding involving any are required to be filed on or before the Closing Date. The Company shall provide a copy of each such Tax Return, form or statement, including providing information and documents reasonably requested by any PartyReturn filed after the date of this Agreement to Parent as soon as practicable prior to the filing thereof in order to give Parent the opportunity to review such Tax Returns prior to filing. (bii) The Purchaser willShareholders' Representative shall, at its own cost and expense, have with reference prepare and file, or shall cause to Clause 12.8(c) the sole control of the preparation be prepared and filing of filed, all Tax Returns, forms Returns that include the Company or statements of each Group any Company to the extent they relate to the Subsidiary for all Pre-Closing Tax Periods that end on or before the Closing Date and are required to be filed after the Closing Date. The Shareholders' Representative shall provide a copy of each such Tax Period Return no later than 30 days prior to the filing due date of each such Tax Return (“Relevant including any extensions that the Shareholders' Representative has timely filed for) in order to give Parent the opportunity to review and comment on such Tax Return prior to filing. For the avoidance of doubt, Parent's review of Tax Returns described in this Section 6.3(a)(ii) and comments, or lack thereof, on such Tax Returns do not constitute legal or tax advice, and Parent is entitled to seek indemnification under Article X hereof with respect to such Tax Returns”. Tax Returns described in this Section 6.3(a)(ii) shall be signed (i) by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, and (ii) in the event that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ is no longer employed by the Company at the time of the signing of any such Tax Return, then by the designee of the Shareholders' Representative, which designee shall be an officer of the Company. None of the transactions contemplated under this Agreement is intended to be subject to Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) (next day rule). (ciii) The Purchaser must procure that each Relevant Return is All Tax Returns referred to in this Section 6.3(a) shall be prepared in a manner consistent and under specified consideration of the Sellers’ interests with the requirements of any Tax law and must deliver each Relevant Return to the Sellers as soon as it is available, but no later than 20 Business Days before it is due to be filed, for the Sellers’ review and comment. If the Sellers object to any items in the Relevant Return they must notify the Purchaser of the objection as soon as it is aware of the objection but in any event no later than 10 Business Days before the Relevant Return is due to be filed. (d) If the Sellers notify the Purchaser of an objection to a Relevant Return, the Sellers and the Purchaser must attempt in good faith to resolve the dispute. If the Parties cannot resolve any such dispute within 10 Business Days of the objection being notified, then the dispute must be resolved in accordance with the procedure in Clause 12.9(b). (e) The Purchaser must procure that each Relevant Return is filed by the due date for filing. If a Relevant Return is due before the date a disputed item is resolved under Clause 12.10(d), the Purchaser must procure that the return is filed as prepared and must procure that an amended return, which reflects the resolution of the disputed items (either as resolved by agreement or by the Tax Expert), is filed immediately after the disputed items are resolved. (f) The Purchaser shall and shall procure that Group Companies which are part of VAT tax groups (umsatzsteuerliche Organschaft) with Seller I forward to Seller I immediately upon reception the original of all invoices for the supply of goods and services received by the Group Companies which are part of VAT tax groups with Seller I after Closing Date (the latest point in time at which the VAT tax groups is terminated for VAT purposes) for the supply of goods and services received by the Group Companies which are part of VAT tax groups with Seller I prior to Closing Date. (g) Except in relation to the preparation of Relevant Returns (to which Clauses 12.10(b) to 12.10(f) apply), the Parties agree that it is the intention for the Sellers to have the right to determine, control this Agreement and, where appropriate, participate in the disclosure (including manner of disclosure) of any material or information to a Tax Authority and any other dealings with the Tax Authority in relation to Tax, to the extent such disclosure or other dealings is in respect of any eventnot inconsistent with this Agreement, actprior years' Tax Returns, matterusing, transaction, amount derived (or deemed to be derived) or expenditure incurred before, on, or as a result of, Closing (“Pre-Closing Tax Event”). (h) Without limiting Clause 12.10(g), from and after Closing the Purchaser agrees that it will, and will procure that each Group Company will: (i) not disclose any information or material to a Tax Authority in relation to a Pre-Closing Tax Event without the prior written consent of the Sellers (such consent not to be unreasonably withheld, conditioned or delayed), except as required extent permitted by law; (ii) not admit , methods, conventions and elections consistent with those previously used by or with respect to the Company and any liability, or enter into any agreement, compromise or settlement with a Tax Authority in relation to a Pre-Closing Tax Event without the prior written consent of the Sellers (such approval not to be unreasonably withheld, conditioned or delayed); (iii) promptly provide the Sellers with copies of any correspondence with, or material provided to or by, a Tax Authority and keep the Sellers informed of any verbal discussions with a Tax Authority in relation to a Pre-Closing Tax Event; and (iv) not apply for any ruling or seek any amendment of any assessment that relates to a Pre-Closing Tax EventCompany Subsidiary.

Pre-Closing Tax Returns. (ai) The Parties will cooperate in connection with Holdco, at Holdco’s cost and expense, shall prepare and file, or cause to be prepared and filed, when due (taking into account all extensions properly obtained) all Tax Returns of the preparation and filing of any Tax Return, form or statement of a Group Company with respect to taxable periods ending on or prior to the Pre-Closing Date that are first required to be filed after the Closing Date. Such Tax Period Returns shall be prepared in a manner consistent with past practice of the Company, except as otherwise required by applicable Law (determined at a “more likely than not” (or higher) level of comfort). At least 30 calendar days (or, in the case of such Tax Returns (A) due within 30 calendar days after the Closing Date, or (B) required to be filed more frequently than annually, at least 10 calendar days) prior to filing such Tax Returns, Holdco shall submit a draft of such Tax Return to Buyer for Buyer’s review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) and Holdco shall, in good faith, consider any administrative proceeding involving reasonable changes to such Tax Return as are requested by Buyer. If Holdco objects to any such changes requested by ▇▇▇▇▇, ▇▇▇▇▇▇ shall inform ▇▇▇▇▇ of such objection in writing, and ▇▇▇▇▇▇ and Buyer shall cooperate in good faith to resolve any such disputed comment(s). If ▇▇▇▇▇▇ and Buyer are unable to resolve any such disputed comment(s) within five calendar days of Holdco having so informed Buyer of such objection (or such longer or shorter period as Holdco and Buyer may mutually agree), the disputed comment(s) (and only the disputed comment(s)) shall be submitted to the Accounting Firm for resolution in accordance with Section 1.3(d), mutatis mutandis; provided that the Accounting Firm shall be instructed to resolve such dispute in a manner consistent with the principles applicable under this Section 6.3(b)(i) regarding preparation. If any such disputed comment(s) are not resolved by the due date for filing such Seller Return (inclusive of extensions), such Tax Return shall be filed in a manner that reflects Buyer’s position on such item(s), subject to amendment of such Tax Return to reflect the resolution thereof. Holdco shall pay, or cause to be paid, all Taxes reflected as due on any Tax Returns prepared under this Section 6.3(b)(i) (except to the extent such Taxes are included in Indebtedness or Closing Working Capital) and, if Buyer is required to or does file such Tax Return, form or statement, including providing information and documents reasonably requested by Holdco shall pay any Partysuch amounts to Buyer no later than three calendar days prior to the due date thereof. (bii) The Purchaser willBuyer shall prepare and timely file or cause to be prepared and timely filed (taking into account all extensions properly obtained) all Tax Returns of the Company for any and all Straddle Tax Periods (such Tax Returns, the “Buyer Prepared Returns”). Buyer shall, to the extent they relate to taxable periods ending on or before the Closing Date, prepare Buyer Prepared Returns in a manner consistent with the past practice of the Company, to the extent consistent with applicable Law (determined at a “more likely than not” (or higher) level of comfort). At least 30 calendar days (or, in the case of Buyer Prepared Returns) (A) due within 30 after the Closing Date, or (B) required to be filed more frequently than annually, at its own cost least 10 calendar days prior to the due date for any Buyer Prepared Return that shows an amount of Pre-Closing Taxes for which Holdco will be liable under this Section 6.3(b)(ii), taking into account any extension, Buyer shall provide Holdco with a draft copy of such Buyer Prepared Return for review and expensecomment; provided, have that no delay or failure on the part of Buyer in delivering any such Buyer Prepared Return shall cause any Buyer Indemnified Party to forfeit any indemnification rights under Article VII except to the extent that the Holdco is materially prejudiced by such delay or failure. Buyer shall, in good faith, consider any reasonable changes to any Buyer Prepared Return suggested by Holdco within 15 calendar days (or, in the case of Buyer Prepared Returns (x) due within 30 calendar days after the Closing Date, or (y) filed more frequently than annually, within five calendar days) of Holdco having received such Buyer Prepared Return. No later than 5 Business Days prior to the date on which any Buyer Prepared Return is due (taking into account extensions), Holdco shall pay the amount of Pre-Closing Taxes reflected thereon (determined in accordance with reference Section 6.3(e)), except to Clause 12.8(cthe extent such Taxes are included in Indebtedness or Closing Working Capital. (iii) Notwithstanding any provision in this Agreement to the sole contrary, the Buyer shall control of the preparation and filing of all Tax Returns, forms or statements of each Group Company to the extent they relate to the Pre-Closing Date Tax Period (“Relevant Returns”). (c) The Purchaser must procure that each Relevant Return is prepared in a manner consistent and under specified consideration Returns of the Sellers’ interests with the requirements of any Tax law and must deliver each Relevant Return to the Sellers as soon as it is available, but no later than 20 Business Days before it is due to be filed, for the Sellers’ review and comment. If the Sellers object to any items in the Relevant Return they must notify the Purchaser of the objection as soon as it is aware of the objection but in any event no later than 10 Business Days before the Relevant Return is due to be filed. (d) If the Sellers notify the Purchaser of an objection to a Relevant Return, the Sellers and the Purchaser must attempt in good faith to resolve the dispute. If the Parties canCompany that do not resolve any such dispute within 10 Business Days of the objection being notified, then the dispute must be resolved in accordance with the procedure in Clause 12.9(b). (e) The Purchaser must procure that each Relevant Return is filed by the due date for filing. If a Relevant Return is due before the date a disputed item is resolved under Clause 12.10(d), the Purchaser must procure that the return is filed as prepared and must procure that an amended return, which reflects the resolution of the disputed items (either as resolved by agreement or by the Tax Expert), is filed immediately after the disputed items are resolved. (f) The Purchaser shall and shall procure that Group Companies which are part of VAT tax groups (umsatzsteuerliche Organschaft) with Seller I forward to Seller I immediately upon reception the original of all invoices for the supply of goods and services received by the Group Companies which are part of VAT tax groups with Seller I after Closing Date (the latest point in time at which the VAT tax groups is terminated for VAT purposes) for the supply of goods and services received by the Group Companies which are part of VAT tax groups with Seller I prior to Closing Date. (g) Except in relation to the preparation of Relevant Returns (to which Clauses 12.10(b) to 12.10(f) apply), the Parties agree that it is the intention for the Sellers to have the right to determine, control and, where appropriate, participate in the disclosure (including manner of disclosure) of any material or information to a Tax Authority and any other dealings with the Tax Authority in relation to Tax, to the extent such disclosure or other dealings is in respect of any event, act, matter, transaction, amount derived (or deemed to be derived) or expenditure incurred before, on, or as a result of, Closing (“Pre-Closing Tax Event”). (h) Without limiting Clause 12.10(g), from and after Closing the Purchaser agrees that it will, and will procure that each Group Company will: (i) not disclose any information or material to a Tax Authority in relation to include a Pre-Closing Tax Event Period or Straddle Tax Period. (iv) From and after the Closing, unless required by applicable Law, Buyer shall not (and shall not cause nor an Affiliate of Buyer (including the Company after the Closing) to) (i) file any amended Tax Return for the Company for a Pre-Closing Tax Period, (ii) extend or waive, or cause to be extended or waived, any statute of limitations or other period for the assessment of any Tax or Tax deficiency of the Company for a taxable period ending on or prior to the Closing Date, or (iii) initiate or enter into any voluntary disclosure agreement (or engage in a similar process) with a Governmental Entity regarding any Taxes of the Company for a taxable period ending on or prior to the Closing Date, in each such case without the prior written consent of the Sellers Holdco (such which consent shall not to be unreasonably withheld, conditioned or delayed), except as required by law; (ii) not admit any liability, or enter into any agreement, compromise or settlement with a Tax Authority in relation to a Pre-Closing Tax Event without the prior written consent of the Sellers (such approval not to be unreasonably withheld, conditioned or delayedconditioned); (iii) promptly provide the Sellers with copies of any correspondence with, or material provided to or by, a Tax Authority and keep the Sellers informed of any verbal discussions with a Tax Authority in relation to a Pre-Closing Tax Event; and (iv) not apply for any ruling or seek any amendment of any assessment that relates to a Pre-Closing Tax Event.